S-1/A

As filed with the Securities and Exchange Commission on February 3, 2012

Registration No. 333-177434

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT No. 2 To

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6035	34-1877137
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2923 Smith Road, Fairlawn, Ohio 44333

(330) 666-7979

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eloise L. Mackus, Esq., Chief Executive Officer, General Counsel and Corporate Secretary

2923 Smith Road, Fairlawn, Ohio 44333

(330) 666-7979

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James S. Fleischer, P.C. Martin L. Meyrowitz, P.C. SILVER, FREEDMAN & TAFF, L.L.P. (a limited liability partnership including professional corporations) 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500 Jason Hodges, Esq. Vorys, Sater, Seymour and Pease LLP 221 East Fourth Street Atrium Two Cincinnati, Ohio 45202 (513) 723-8590

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.     þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company þ
	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered	Proposed Maximum Offering Price	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Subscription Rights, each to purchase one share of our Common Stock, $0.01 par value per share(1)	—	—	—	— (2)
Common stock, $0.01 par value per share, underlying the Subscription Rights	—	—	$30,000,000	$3,483.00 (3)
Warrants	—	—	—	— (4)
Shares of Common Stock underlying the Warrants	—	—	$10,000,000	$1,161.00 (3)
Total	—	—	$40,000,000	$4,644.00 (5)

(1) This registration statement relates to (a) the subscription rights to purchase shares of our common stock, (b) shares of our common stock deliverable upon the exercise of the subscription rights (c) warrants deliverable upon the purchase of every four shares of common stock and (d) the shares of our common stock deliverable upon the exercise of the warrants.

(2) The subscription rights are being issued without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto.

(3) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum offering price.

(4) Pursuant to Rule 457(g), no separate registration fee is payable with respect to the warrants being offered hereby since the warrants are being registered in the same registration statement as the securities to be offered pursuant thereto.

(5) Pursuant to Rule 457(p), the filing fee of $4,353.75 previously paid in connection with the Registration Statement on Form S-1 (No.333-177097) filed by the Registrant on September 30, 2011 and withdrawn on October 21, 2011 is offset against the filing fee for this Registration Statement. As a result, $290.25 is due in connection with this filing.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

30 million Shares of Common Stock

Including up to 24,965,000 Shares of Common Stock

Issuable upon the exercise of Subscription Rights at $1.00 per share

Warrants to purchase up to 10,000,000 shares of Common Stock

We are conducting a rights offering and an offering of common stock to the public on a best efforts basis at a price of $1.00 per share. We are distributing, at no charge to our stockholders, non-transferable subscription rights to purchase up to 24,965,000 shares of our common stock. In the rights offering, you will receive one subscription right for each share of common stock you owned as of 5:00 p.m. Eastern Time, on [ Record Date ], the record date of the rights offering. As of the close of business on [ Record Date ], there were 4,128,198 shares of common stock issued and outstanding. We must sell a minimum of 17,465,000 shares in the rights offering and the public offering, if any, to complete the rights offering.

Each subscription right will entitle you to purchase 6.0474 shares of our common stock at the subscription price of $1.00 per share, which we refer to as the basic subscription privilege. If you fully exercise your basic subscription privilege and other stockholders do not fully exercise their basic subscription privileges, you will be entitled to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of the unsubscribed shares of our common stock at the same subscription price of $1.00 per share. Funds we receive from subscribers in the rights offering will be held in escrow by the subscription/escrow agent until the rights offering is completed or canceled. To the extent you properly exercise your over-subscription privilege for an amount of shares that exceeds the number of the unsubscribed shares available to you, any excess subscription payments received by the subscription/escrow agent will be returned to you promptly, without interest, following the expiration of the rights offering.

The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]. We reserve the right to extend the expiration date one or more times, but in no event will we extend the rights offering beyond [ Subscription Extension Date ].

At the minimum of the offering, we expect to contribute funds to our subsidiary, CFBank, to enable it to exceed all of its regulatory capital requirements, including the higher capital requirements imposed by the CFBank Cease and Desist Order described later in this prospectus, to be considered “well capitalized.”

We have separately entered into standby purchase agreements with certain standby purchasers (Standby Purchasers). Pursuant to the standby purchase agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of common stock upon the receipt by Central Federal Corporation, referred to as CFC, of $16.5 million in net proceeds from the rights offering and the public offering, if any. As a result, the purchase by the Standby Purchasers (5,035,000 shares of common stock) is conditioned on the sale by CFC of 17,465,000 shares in the rights offering and the public offering, if any. Although the 5,035,000 shares subscribed for by the Standby Purchasers are included in the registration statement of which this prospectus forms a part, the shares subscribed for by the Standby Purchasers are in addition to the up to 24,965,000 shares offered in the rights offering and the public offering, if any. The aggregate maximum number of shares that may be sold in the rights offering, any public offering and to the Standby Purchasers is 30,000,000.

We reserve the right to cancel the rights offering at any time. In the event the rights offering is cancelled, all subscription payments received by the subscription/escrow agent will be returned promptly, without interest, and the sale to the Standby Purchasers will not be completed.

We may offer any shares of common stock that remain unsubscribed for (after taking into account all over-subscription rights exercised) at the expiration of the rights offering to the public at $1.00 per share. Any public offering of shares of common stock that remain unsubscribed shall be on a best efforts basis. The public offering of unsubscribed shares of common stock shall terminate on [ Subscription Expiration Date + [18] days ].

For each three shares purchased in the rights offering or public offering, purchasers will receive, without charge, a warrant to purchase one additional share of common stock at a purchase price of $1.00 per share. The warrant will be exercisable for a period of three years from the closing of the offerings, may be exercised only by cash payments and will be non-transferable. The Standby Purchasers will be issued warrants on the same terms and conditions as those issued to purchasers in the rights offering and public offering.

You should carefully consider whether to exercise your subscription rights prior to the expiration of the rights offering. All exercises of subscription rights are irrevocable. Our Board of Directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned and will not be listed for trading on the Nasdaq Capital Market (Nasdaq) or any other stock exchange or market.

Our common stock is traded on Nasdaq under the trading symbol “CFBK.” The last reported sales price of our shares of common stock on [ Current Date ] was $[            ] per share.

OFFERING SUMMARY

PRICE: $1.00 PER SHARE

	Minimum		Maximum
Number of shares		22,500,000		30,000,000
Gross offering proceeds	$	22,500,000	$	30,000,000
Estimated offering expenses excluding financial advisory fees and expenses	$	645,000	$	645,000
Financial advisory fees and expenses (1)	$	560,683	$	973,183
Financial advisory fees and expenses per share	$	0.03	$	0.03
Net proceeds	$	21,294,317	$	28,381,817
Net proceeds per share	$	0.95	$	0.95

⁽¹⁾  We have engaged ParaCap Group, LLC (ParaCap) as our financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the public offering, if any. This is not an underwritten offering. Neither ParaCap nor any other broker-dealer is obligated to purchase any of the shares of common stock that are being offered for sale. See “Plan of Distribution — Financial Advisor” for a discussion of ParaCap's compensation. Financial advisory fees at the minimum of the offering assume that $259,000 of common stock is sold to directors and employees of CFC or CFBank at a fee of 1.00%, $17.2 million of common stock is sold pursuant to the exercise of basic subscription rights at a 1.5% fee and $5.0 million of common stock is sold to the Standby Purchasers at a $200,000 fee. Financial advisory fees at the maximum of the offering assume that $259,000 of common stock is sold to directors and employees of CFC or CFBank at a fee of 1.00%, $17.2 million of common stock is sold pursuant to the exercise of basic subscription rights at a 1.5% fee, $5.0 million of common stock is sold to the Standby Purchasers at a $200,000 fee and $7.5 million is sold pursuant to the exercise of over-subscription rights and the public offering at a 5.50% fee. In the event that no shares of common stock are sold pursuant to the exercise of basic subscription rights and all shares of common stock are sold pursuant to the public offering, then the financial advisory fees and expenses would be $1,260,575 at the minimum of the offering and $1,673,075 at the maximum of the offering.

This investment involves risks, including the possible loss of principal.

Please read “Risk Factors” beginning on page 23.

These securities are not deposits, savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ Date SEC Approves Prospectus ].

CFBank

Office Locations

Calcutta, Ohio

49028 Foulks Drive

Calcutta, Ohio 43920

330-385-4323

Fairlawn, Ohio

2923 Smith Road

Fairlawn, Ohio 44333

330-666-7979

Wellsville, Ohio

601 Main Street

Wellsville, Ohio 43968

330-532-1517

Worthington, Ohio

7000 North High Street

Worthington, Ohio 43085

614-334-7979

TABLE OF CONTENTS

QUESTIONS AND ANSWERS RELATING TO THE STOCK OFFERING	1
SUMMARY	8
RISK FACTORS	23
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	34
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	36
USE OF PROCEEDS	36
MARKET FOR THE COMMON STOCK AND DIVIDEND INFORMATION	37
CAPITALIZATION	38
SUBSCRIPTIONS BY CURRENT DIRECTORS AND EXECUTIVE OFFICERS AND PROPOSED NEW DIRECTORS AND EXECUTIVE OFFICERS	39
MANAGEMENT	40
THE STANDBY PURCHASE AGREEMENTS	44
THE RIGHTS OFFERING	47
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	54
THE PUBLIC OFFERING OF REMAINING SHARES	57
PLAN OF DISTRIBUTION	58
DESCRIPTION OF COMMON STOCK AND WARRANTS	60
EXPERTS	64
LEGAL MATTERS	64
INCORPORATION BY REFERENCE	64

You should rely only on the information contained in or incorporated by reference into this prospectus. We have not, and our financial advisor, ParaCap, has not, authorized anyone to provide you with additional or different information. The information contained in or incorporated by reference into this prospectus is accurate only as of the date of this prospectus regardless of the time of delivery of this prospectus or any exercise of the subscription rights. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

Unless the context indicates otherwise, all references in this prospectus to “CFC,” “we,” “our” and “us” refer to Central Federal Corporation and our subsidiaries, including CFBank; except that in the discussion of our subscription rights and capital stock and related matters, these terms refer solely to Central Federal Corporation and not to any of our subsidiaries. In this prospectus, we will refer to the rights offering, the offering to the Standby Purchasers and the public offering, if any, collectively as the “stock offering.”

QUESTIONS AND ANSWERS RELATING TO THE STOCK OFFERING

What is the rights offering?

We are distributing, at no charge, to holders of our shares of common stock, non-transferable subscription rights to purchase shares of our common stock. You will receive one subscription right for each share of common stock you owned as of 5:00 p.m., Eastern Time, on [ Record Date ], the record date. Each subscription right entitles the holder to a basic subscription privilege and an over-subscription privilege, which are described below. The shares to be issued in the rights offering, like our existing shares of common stock, will be traded on Nasdaq under the symbol “CFBK.”

What is the basic subscription privilege?

Each subscription right gives our stockholders the opportunity to purchase 6.0474 shares of our common stock at a subscription price of $1.00 per share for each share of our common stock they held of record as of 5:00 p.m., Eastern Time, on the record date. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. For example, if you owned 100 shares of our common stock as of 5:00 p.m., Eastern Time, on the record date, you would have received 100 subscription rights and would have the right to purchase 604 shares of common stock for $1.00 per share. You may exercise all or any portion of your basic subscription privilege or you may choose not to exercise any subscription rights at all. However, if you exercise less than your full basic subscription privilege, you will not be entitled to purchase any additional shares by using your over-subscription privilege.

If you hold a CFC stock certificate, the number of rights you may exercise pursuant to your basic subscription privilege is indicated on the enclosed rights certificate. If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. Instead, the Depository Trust Company (DTC) will issue one subscription right to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your custodian bank, broker, dealer or other nominee, you should contact your nominee as soon as possible.

What is the over-subscription privilege?

In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to purchase a portion of any shares of our common stock that are not purchased by our other stockholders through the exercise of their basic subscription privileges. You should indicate on your rights certificate or communication from your broker how many additional shares you would like to purchase pursuant to your over-subscription privilege.

If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests exceed the number of shares of common stock available to be purchased pursuant to the over-subscription privilege, we will allocate the available shares of common stock among stockholders who over-subscribed by multiplying the number of shares requested by each stockholder through the exercise of their over-subscription privileges by a fraction that equals (x) the number of shares available to be issued through over-subscription privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their over-subscription privileges. As described above for the basic subscription privilege, we will not issue fractional shares through the exercise of over-subscription privileges.

In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege at the time you deliver payment related to your basic subscription privilege. Because we will not know the actual number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you. For that calculation, you must assume that no other stockholder, other than you, will subscribe for any shares of our common stock pursuant to their basic subscription privilege. See “The Rights Offering—The Subscription Rights—Over-Subscription Privilege.”

1

What is the offering to the Standby Purchasers?

We have separately entered into standby purchase agreements with the Standby Purchasers. Pursuant to the standby purchase agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of common stock upon the receipt by CFC of $16.5 million in net proceeds from the rights offering and the public offering, if any. As a result, the purchase of any shares by the Standby Purchasers is conditioned on the sale by CFC of 17,465,000 shares in the rights offering and the public offering, if any.

Subject to receipt of regulatory approval, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the Board of Directors of CFC. We currently expect these director designees to be Timothy T. O’Dell, founder and principal of Chetwood Group, a strategic business advisory firm, and former president and chief executive officer of Fifth Third Bank of Central Ohio; Thad R. Perry, former senior partner of Accenture; Robert E. Hoeweler, chief executive officer of a group of companies owned by the Hoeweler family; James Howard Frauenberg, II, principal owner of Addison Holdings, LLC, which manages investments of private individuals and has been active in opening new franchises for two retail chains, Five Guys and Flip Flops; and Donal Malenick, former chief executive officer of Columbus Steel Castings and president of Worthington Steel. On the closing date, we have agreed to pay the aggregate sum of up to $80,000 to Timothy T. O’Dell (on behalf of all of the Standby Purchasers approved by Timothy T. O’Dell) for reimbursement of actual fees, costs and legal expenses incurred by the Standby Purchasers. On the closing date, subject to the approval of any and all applicable regulators, Timothy T. O’Dell also shall receive $90,000 from CFC on behalf of himself, Thad R. Perry and Robert E. Hoeweler, in consideration of the efforts of such individuals in connection with the negotiation of the standby purchase agreements.

Why are we conducting the stock offering?

We are engaging in the stock offering to raise capital to improve CFBank’s capital position and to retain additional capital at CFC. See “Use of Proceeds.” Our Board of Directors has chosen to raise capital through a rights offering to give our stockholders the opportunity to limit ownership dilution by buying additional shares of common stock. Our Board of Directors also considered several alternative capital raising methods prior to concluding that the rights offering was the best option under the current circumstances. We believe that the rights offering will strengthen our financial condition by generating additional cash and increasing our capital position; however, our Board of Directors is making no recommendation regarding your exercise of the subscription rights. We cannot assure you that we will not need to seek additional financing or engage in additional capital offerings in the future.

How was the $1.00 per share subscription price determined?

In determining the subscription price, our Board of Directors considered a number of factors, including: the price at which our stockholders might be willing to participate in the rights offering; historical and current trading prices for our common stock; the need for liquidity and capital; negotiations with the Standby Purchasers; and the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In conjunction with its review of these factors, our Board of Directors also reviewed our history and prospects, including our past and present earnings and losses, our prospects for future earnings, our current financial condition and regulatory status and subscription prices in various rights offerings by other companies. We did not request and have not received a fairness opinion regarding the subscription price. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering. You should not assume or expect that, after the stock offering, our shares of common stock will trade at or above the $1.00 subscription price.

Am I required to exercise all of the subscription rights I receive in the rights offering?

No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. If you do not exercise any subscription rights, the number of shares of our common stock you own will not change. However, if you choose not to exercise your basic subscription rights in full, your ownership interest in CFC will be diluted as a result of the stock offering. Even if you fully exercise your basic subscription rights, but do not exercise a certain level of over-subscription rights, you may experience dilution as a result of the sale of shares to the Standby Purchasers. In addition, if you do not exercise your basic subscription privilege in full, you will not be entitled to participate in the over-subscription privilege.

2

How soon must I act to exercise my subscription rights?

If you received a rights certificate and elect to exercise any or all of your subscription rights, the subscription/escrow agent must receive your completed and signed rights certificate and payment prior to the expiration of the rights offering, which is [ Subscription Expiration Date ], at 5:00 p.m., Eastern Time. If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, your nominee may establish a deadline prior to 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]by which you must provide it with your instructions to exercise your subscription rights and payment for your shares. Our Board of Directors may, in its discretion, extend the rights offering one or more times, but in no event will the expiration date be later than [Subscription Expiration Date plus [18] days ]. Our Board of Directors may cancel or amend the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received will be returned promptly, without interest.

Although we will make reasonable attempts to provide this prospectus to holders of subscription rights, the rights offering and all subscription rights will expire at 5:00 p.m., Eastern Time on [ Subscription Expiration Date ] (unless extended), whether or not we have been able to locate each person entitled to subscription rights.

May I transfer my subscription rights?

No. You may not sell, transfer or assign your subscription rights to anyone. Subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market. Rights certificates may only be completed by the stockholder named in the certificate.

Are we requiring a minimum subscription to complete the rights offering?

There is no individual minimum purchase requirement in the rights offering. However, we cannot complete the stock offering unless we receive aggregate subscriptions of at least $17.5 million (17,465,000 shares) of common stock in the rights offering and the public offering, if any, excluding the sale of $5.0 million of common stock to the Standby Purchasers.

Has our Board of Directors made a recommendation to our stockholders regarding the rights offering?

No. Neither our Board of Directors, ParaCap, nor any other person is making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot predict the price at which our shares of common stock will trade; therefore, we cannot assure you that the market price for our common stock will be at or above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.

Are there any limits on the number of shares I may purchase in the rights offering or own as a result of the rights offering?

Persons, together with associates or groups acting in concert, may purchase up to a number of shares such that upon completion of the stock offering the person owns up to 9.9% of CFC’s common stock outstanding. This 9.9% limitation is 15% for our largest stockholder as of the date of this prospectus. This stockholder currently has regulatory permission to own over 10% of our common stock without becoming a savings and loan holding company. See “Risk Factors—Risks Related to Our Business—CFC could, as a result of the stock offering, including the shares issued to the Standby Purchasers, and/or future investments in our common stock by holders of 5% or more of our common stock, experience an “ownership change” for tax purposes that could cause CFC to permanently lose a significant portion of its net operating loss carry-forwards, or reduce the annual amount that can be recognized to offset future income.”

In addition, we will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [ Subscription Expiration Date ], such clearance or approval has not been obtained and/or any applicable waiting period has not expired. If we elect not to issue shares in such a case, the unissued shares will become available to satisfy over-subscriptions by other stockholders pursuant to their subscription rights and will thereafter be available in the public offering of shares, if any.

3

How do I exercise my subscription rights if I own shares in certificate form?

If you hold a CFC stock certificate and you wish to participate in the rights offering, you must take the following steps:

• deliver a properly completed and signed rights certificate, and related subscription documents, to the subscription/escrow agent before 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]; and

• deliver payment to the subscription/escrow agent (as described below) before 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ].

In certain cases, you may be required to provide additional documentation or signature guarantees.

Please follow the delivery instructions on the rights certificate. Do not deliver documents to CFC. You are solely responsible for completing delivery to the subscription/escrow agent of your subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription/escrow agent so that they are received by the subscription/escrow agent by 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ].

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the availability of shares under the over-subscription privilege and the elimination of fractional shares. Any excess subscription payments received by the subscription/escrow agent will be returned promptly, without interest, following the expiration of the rights offering.

What form of payment is required to purchase the shares of our common stock?

As described in the instructions accompanying the rights certificate, payments submitted to the subscription/escrow agent must be made in full in United States currency by:

• wire transfer to Registrar and Transfer Company, the subscription/escrow agent; or

• personal check drawn on a U.S. bank, or bank check drawn on CFBank, payable to Registrar and Transfer Company, the subscription/escrow agent.

Payment will be deemed to have been received by the subscription/escrow agent only upon the subscription/escrow agent’s receipt of the wire transfer, a bank check drawn on CFBank, or any personal check drawn on a U.S. bank, upon receipt and clearance of such check.

Please note that funds paid by personal check may take at least seven business days to clear. Accordingly, if you wish to pay by means of a personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription/escrow agent receives cleared funds before that time. We also urge you to consider payment by means of a wire transfer or bank check drawn on CFBank.

What should I do if I want to participate in the rights offering, but my shares are held in the name of a custodian bank, broker, dealer or other nominee?

If you hold your shares of common stock through a custodian bank, broker, dealer or other nominee, then your nominee is the record holder of the shares you own. If you are not contacted by your nominee, you should contact your nominee as soon as possible. Your nominee must exercise the subscription rights on your behalf for the shares of common stock you wish to purchase. You will not receive a rights certificate. Please follow the instructions of your nominee. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [ Subscription Expiration Date ] expiration date that we have established for the rights offering.

What should I do if I want to participate in the rights offering, but my shares are held in my account under the CFBank Employees’ Savings and Profit Sharing Plan and Trust (401(k) plan)?

4

If shares of our common stock are held in your account under our 401(k) plan you are not eligible to exercise subscription rights. Investing in CFC common stock is not a permitted investment under this plan. You may purchase shares in the public offering, if any.

When will I receive my new shares?

If you purchase stock in the rights offering by submitting a rights certificate and payment, we will mail you a confirmation that the shares have been credited to you in book-entry form as soon as practicable after the expiration date of the stock offering. No stock certificates will be issued. If your shares as of [ Record Date ] were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights offering, you will not receive stock certificates for your new shares. Your nominee will be credited with the number of shares of common stock you purchase in the rights offering as soon as practicable after the expiration of the stock offering.

When will I receive my warrants?

If you purchase stock in the rights offering by submitting a rights certificate and payment, we will mail you a warrant certificate as soon as practicable after the expiration date of the stock offering. If your shares as of [ Record Date ] were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights offering, your nominee will receive a warrant certificate as soon as practicable after the expiration of the stock offering. Standby Purchasers and purchasers of shares in the public offering, if any, will receive a warrant certificate as soon as practicable after the completion of the stock offering.

After I send in my payment and rights certificate, may I cancel my exercise of subscription rights?

No. All exercises of subscription rights are irrevocable unless the rights offering is terminated, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of our common stock in the rights offering.

Are there any conditions to completing the rights offering?

Yes. In order to complete the rights offering, we must sell the minimum offering amount of at least 17,465,000 shares of common stock in the rights offering and/or the public offering, and receive net proceeds of at least $16.5 million.

Will our directors and officers participate in the rights offering?

Yes. We expect our current directors and officers will subscribe for, in the aggregate, approximately 258,500 shares of common stock, or $258,500, in the rights offering. The purchase price paid by them will be $1.00 per share, the same paid by all other persons who purchase shares of our common stock in the stock offering. Following the stock offering, our current directors and executive officers, together with their affiliates, are expected to own approximately 466,823 shares of common stock, or 1.8% and 1.4% of our total outstanding shares of common stock, assuming the sale at the minimum and maximum of the offering range, respectively. Following the stock offering, our current directors and five new directors and executive officers are expected to own approximately 2,766,823 shares of common stock, or between 10.4 % and 8.1% of our total outstanding shares of common stock, assuming the sale at the minimum and maximum of the offering range, respectively.

What agreements do we have with the Standby Purchasers and will the Standby Purchasers receive any compensation for their commitment?

Timothy T. O’Dell, on behalf of the Standby Purchasers, executed a non-disclosure agreement and accordingly gained access to limited nonpublic information about the stock offering. Subsequently, the Standby Purchasers negotiated and executed standby purchase agreements. Pursuant to these agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of common stock upon the receipt by CFC of $16.5 million in net proceeds from the rights offering and the public offering, if any. As a result, the purchase by the Standby Purchasers (5,035,000 shares of common stock) is conditioned on the sale by CFC of 17,465,000 shares in the rights offering and the public offering, if any.

Subject to receipt of regulatory approval, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the board of directors of CFC. We currently expect these director designees to be Timothy T. O’Dell, Thad R. Perry, Robert E. Hoeweler, James Howard Frauenberg, II and Donal

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Malenick. The business experience of each of these persons is described below under the heading “Summary – Proposed and Existing New Management and Directors.” On the closing date, we have agreed to pay the aggregate sum of up to $80,000 to Timothy T. O’Dell (on behalf of all of the Standby Purchasers approved by Timothy T. O’Dell) for reimbursement of actual fees, costs and legal expenses incurred by such Standby Purchasers. In addition, on the Closing Date, subject to the approval of any and all applicable regulators, Timothy T. O’Dell shall receive $90,000 from CFC on behalf of himself, Thad R. Perry and Robert E. Hoeweler, in consideration of the efforts of such individuals in connection with the negotiation of the standby purchase agreements.

How many shares will the Standby Purchasers own after the stock offering?

After the stock offering, the Standby Purchasers have represented to us that they and their affiliates will own 5,035,000 shares of our common stock or 18.9% of our outstanding shares if we sell the minimum amount of common stock and 14.8% of our outstanding shares if we sell the maximum amount of common stock.

What effects will the stock offering have on our outstanding common stock?

As of [ Record Date ], we had 4,128,198 shares of our common stock issued and outstanding. Assuming no options are exercised prior to the expiration of the rights offering and assuming all shares are sold in the stock offering, we expect between 26,628,198 and 34,128,198 shares of our common stock will be outstanding immediately after completion of the stock offering at the minimum and maximum of the offering range, respectively.

The issuance of shares of our common stock in the stock offering will dilute, and thereby reduce, your proportionate ownership in our shares of common stock unless you fully exercise your basic subscription privilege and a certain level of your over-subscription privilege. In addition, the issuance of shares of our common stock at the subscription price, which is less than the tangible book value per common share as of September 30, 2011, will reduce the tangible book value per share of shares held by you prior to the stock offering.

How much will we receive in net proceeds from the stock offering?

We expect the aggregate proceeds from the stock offering, net of expenses, to be between $21.3 million and $28.4 million. Based on the capital plan and business plan we have adopted and which has been approved by the Federal Reserve Bank of Cleveland, we intend to invest $13.5 million of the net proceeds in CFBank to improve its regulatory capital position, and retain the remainder of the net proceeds at CFC. The net proceeds we retain may be used for general corporate purposes. See “Use of Proceeds.”

Are there risks in exercising my subscription rights?

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and should be considered carefully. Among other things, you should carefully consider the risks described under the heading “Risk Factors” in this prospectus.

If the rights offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription/escrow agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, all subscription payments received by the subscription/escrow agent will be returned promptly, without interest. If your shares are held in the name of a custodian bank, broker, dealer or other nominee, it may take longer for you to receive the refund of your subscription payment because the subscription/escrow agent will return payments through the record holder of your shares.

What is the public offering of shares?

If shares of common stock remain available for sale after the closing of the rights offering, we may offer and sell those remaining shares to the public on a best efforts basis at the $1.00 per share subscription price.

What fees or charges apply if I purchase shares of common stock in the stock offering?

We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights (other than the subscription price) or if you purchase shares in the public offering, if any. If you exercise your subscription rights through a custodian bank, broker, dealer or other nominee, you are responsible for paying any fees your nominee may charge you.

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What is the role of ParaCap in the stock offering?

We have entered into an agreement with ParaCap, pursuant to which ParaCap is acting as our financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the public offering of shares, if any. Neither ParaCap nor any other broker-dealer is acting as an underwriter nor will ParaCap or any other broker-dealer be obligated to purchase any shares of our common stock in the stock offering. We have agreed to pay certain fees to, and expenses of, ParaCap.

Who should I contact if I have other questions?

If you have other questions regarding CFC, CFBank or the stock offering, or if you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please contact our information agent, ParaCap, at (            ) [            ] (toll free), Monday through Friday (except bank holidays), between 9:00 a.m. and 4:00 p.m., Eastern Time.

What are the terms of the warrants that will be issued in connection with the issuance and sale of the common stock?

All purchasers of common stock in the stock offering, including the Standby Purchasers, will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the stock offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The exercise price will be payable only by cash or check. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event that we pay stock dividends or make distributions of our common stock, or subdivide, combine or reclassify outstanding shares of our common stock such as in a stock split or reverse stock split.

Will there be a reverse stock split?

Our stockholders have given our Board of Directors the discretionary authority to affect a reverse stock split following completion of the stock offering. The Board, if it determines a reverse stock split is in the best interests of CFC and its stockholders, may select a ratio of new shares to shares held before the reverse stock split between 1-for-2 and 1-for-5.

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SUMMARY

The following summary contains basic information about us and the stock offering. Because it is a summary, it may not contain all of the information that is important to you. For additional information before making a decision to invest in our shares of common stock, you should read this prospectus carefully, including the sections entitled “The Rights Offering” and “Risk Factors” and the information incorporated by reference in this prospectus, including our audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and our unaudited consolidated financial statements in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011.

Central Federal Corporation (CFC).

CFC is the holding company for CFBank. CFC owns and operates CFBank; Ghent Road, Inc, which owns land adjacent to CFBank’s Fairlawn, Ohio office; Smith Ghent LLC, which owns CFC’s headquarters in Fairlawn, Ohio; and Central Federal Capital Trust I, which raised additional funding for CFC in 2003 through the issuance of trust preferred securities. The business of CFC consists primarily of the business of CFBank. CFBank is a federally chartered savings association operating through four offices located in Fairlawn, Worthington, Calcutta and Wellsville, Ohio. CFBank has operated continuously for 119 years, having been founded in 1892. CFC’s headquarters is located at 2923 Smith Road, Fairlawn, Ohio 44333 and its telephone number is (330) 666-7979.

CFBank is a community-oriented financial institution offering a variety of financial services to meet the needs of the communities we serve. Our business model emphasizes personalized service, clients’ access to decision makers, solution-driven lending and quick execution, efficient use of technology and the convenience of online internet banking, mobile banking, remote deposit, corporate cash management and telephone banking. We attract deposits from the general public and use the deposits, together with borrowings and other funds, primarily to originate commercial and commercial real estate loans, single-family and multi-family residential mortgage loans and home equity lines of credit. The majority of our customers are small businesses, small business owners and consumers.

Our principal market area for loans and deposits includes the following Ohio counties: Summit County through our office in Fairlawn, Ohio; Franklin County through our office in Worthington, Ohio; and Columbiana County through our offices in Calcutta and Wellsville, Ohio. We originate commercial and residential real estate loans and business loans primarily throughout Ohio.

Our net income is dependent primarily on net interest income, which is the difference between the interest income earned on loans and securities and our cost of funds, consisting of interest paid on deposits and borrowed funds. Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand, the level of non-performing assets and deposit flows. Net income is also affected by, among other things, loan fee income, provisions for loan losses, service charges, gains on loan sales, operating expenses and franchise and income taxes. Operating expenses principally consist of employee compensation and benefits, occupancy, Federal Deposit Insurance Corporation (FDIC) insurance premiums and other general and administrative expenses. Funds for these activities are provided principally by deposits, Federal Home Loan Bank (FHLB) advances and other borrowings, repayments of outstanding loans and securities, sales of loans and securities and operating revenues.

At September 30, 2011, we had total consolidated assets of $265.4 million, total deposits of $226.7 million and total stockholders’ equity of $11.4 million.

Recent Operational Challenges

Deterioration in Asset Quality. The significant volatility and disruption in capital, credit and financial markets which started in 2008 continued to have a detrimental effect on our national and local economies in 2011. Like many financial institutions across the United States, our operations have been significantly negatively impacted by these continued adverse economic conditions. During 2009 and 2010, and continuing into our current fiscal year, the increasing duration and lingering nature of the current recessionary economic environment and its detrimental effects on our borrowers, including deterioration in client business performance, declines in borrowers’ cash flows and lower collateral values for assets and properties securing loans, have resulted in a significant increase in our

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level of criticized and classified assets, nonperforming assets and charge-offs of problem loans. At the same time, competition among depository institutions in our markets for deposits and quality loans has increased significantly. These market conditions, the tightening of credit and widespread reduction in general business activity have led to increased deficiencies in our loan portfolio, a decreased net interest margin and increased market volatility.

As a result of the deterioration in our asset quality, we recorded provisions for loan losses of $2.3 million during the nine months ended September 30, 2011 and $8.5 million and $9.9 million during the years ended December 31, 2010 and 2009, respectively, which significantly negatively impacted our earnings. Due primarily to the deterioration in our asset quality, and resulting provisions for loans losses, our regulatory capital ratios also have been negatively impacted.

Since its appointment in May and June 2010, our new management team has taken several significant steps to assess and improve the credit quality of existing loans and loan relationships and improve our lending operations. These steps included:

• independent loan reviews in the second quarter of 2010 covering in excess of 80% of the commercial, commercial real estate and multi-family residential loan portfolios;

• an additional independent loan review of the same portfolios in the fourth quarter of 2010 and the second quarter of 2011;

• an independent review to assess the methodology used to determine the level of the allowance for loan and lease losses (ALLL) as of June 30, 2010 and June 30, 2011;

• the addition of new personnel to direct our commercial banking activities;

• use of a loan workout firm to assist in addressing troubled loan relationships; and

• reorganization and enhancement of our credit and workout functions, as well as additional staffing in these areas.

These steps were designed to assess credit quality, improve collection and workout efforts with troubled borrowers and enhance the loan underwriting and approval process. See “—Business Strategy of Our Restructured Management Team—Improve Our Asset Quality.” As a result of these initiatives, the level of nonperforming loans and criticized and classified loans has decreased each quarter since June 30, 2010. In addition, the Company’s allowance for loan losses as a percentage of total loans has increased from 2.97% as of December 31, 2009 to 4.20% as of September 30, 2011.

CFC Participation in the Troubled Asset Relief Program (TARP) Capital Purchase Program. On December 5, 2008, in connection with the TARP Capital Purchase Program, CFC issued to the U.S. Department of the Treasury (Treasury) 7,225 shares of Central Federal Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series A (Preferred Stock) for $7,225,000. The Preferred Stock initially pays quarterly dividends at a five percent annual rate, which increases to nine percent after February 14, 2014, on a liquidation preference of $1,000 per share. CFC’s Board of Directors elected to defer dividend payments on the preferred stock beginning with the dividend payable on November 15, 2010 in order to preserve cash at CFC. As of September 30, 2011, four quarterly dividend payments had been deferred. Cumulative deferred dividends accrued but not paid totaled $370,000 at September 30, 2011 and $90,000 at December 31, 2010. Pursuant to the CFC Cease and Desist Order entered into with the Office of Thrift Supervision (OTS) on May 25, 2011, CFC may not declare, make, or pay any cash dividends (including dividends on the Preferred Stock, or its common stock) or other capital distributions or purchase, repurchase or redeem or commit to purchase, repurchase, or redeem any equity stock without the prior written non-objection of the Board of Governors of the Federal Reserve System. In connection with the issuance of the Preferred Stock, CFC also issued to Treasury a warrant to purchase 336,568 shares of its common stock at an exercise price of $3.22 per share (Warrant).

Regulatory Restrictions. On May 25, 2011, CFBank entered into a Cease and Desist Order with the OTS, the primary regulator of CFC and CFBank at the time the Orders were issued. Beginning on July 21, 2011, in

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accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Board of Governors of the Federal Reserve System (Fed) replaced the OTS as the federal banking regulator of CFC and the Office of the Comptroller of the Currency (OCC) replaced the OTS as the primary federal banking regulator of CFBank. All references to the Regulator refer to the OTS regarding CFC and the Bank before July 21, 2011 and to the Fed regarding CFC and the OCC regarding the Bank on and after July 21, 2011.

CFBank Cease and Desist Order. The CFBank Cease and Desist Order requires CFBank to take several actions, including, but not limited to:

• No later than September 30, 2011, CFBank shall achieve and maintain a Tier 1 (Core) Capital Ratio of at least 8.0% and a Total Risk-Based Capital Ratio of at least 12.0%. CFBank has not met this requirement.

• By June 30, 2011, CFBank was required to submit to the Regulator a written capital and business plan to achieve and maintain the foregoing capital levels. The plan must cover the period from July 1, 2011 through December 31, 2013. The Plan must: (i) identify the specific sources and methods by which additional capital will be raised; (ii) detail CFBank’s capital preservation and enhancement strategies; (iii) contain operating strategies to achieve realistic core earnings; (iv) include quarterly financial projections; and (v) identify all relevant assumptions made. This plan has been submitted as required.

• Upon written notice of non-objection from the Regulator, CFBank must implement and adhere to the plan.

• By December 31, 2011 and each December 31 thereafter, the plan must be updated to incorporate CFBank’s budget and profit projections for the next two years.

• Within 45 days after the end of each quarter following implementation of the plan, the Board of Directors must review written quarterly variance reports from projections and document this review and any remedial action in CFBank’s minutes of the meeting of the Board of Directors. This review must include documentation of the internal and external risks affecting CFBank’s ability to successfully implement the plan. Each variance report must be provided to the Regulator.

• In the event CFBank fails to meet the capital requirements of the CFBank Cease and Desist Order, fails to comply with the plan or at the request of the Regulator, CFBank shall prepare and submit a contingency plan to the Regulator within 15 days of such event. The contingency plan must detail actions to be taken to achieve either a merger or acquisition of CFBank by another depository institution or a voluntary liquidation of CFBank. The Regulator has extended this requirement until the earlier of 15 days after termination of this stock offering or January 31, 2012. CFBank has requested a further extension of this requirement.

• CFBank may not originate, participate in or acquire any non-residential real estate loans or commercial loans (together, non-homogeneous loans) without the prior written non-objection of the Regulator. This provision was waived by the Regulator on November 9, 2011.

• CFBank may not release any borrower or guarantor from liability on any non-homogeneous loan without the prior written non-objection of the Regulator. This provision was waived by the Regulator on November 9, 2011.

• By June 24, 2011, the Bank was required to revise its credit administration policies, procedures, practices and controls to address all corrective actions related to credit administration noted in the latest Report of Examination by the Regulator. These revisions have been made.

• By August 23, 2011, CFBank was required to submit to the Regulator a detailed written plan with specific strategies, targets and timeframes to reduce CFBank’s level of problem assets. This plan has been submitted.

• By September 22, 2011, CFBank was required to develop individual written specific workout plans for each adversely classified asset or real estate owned of $500,000 or greater, and must monitor and document the status of each problem asset and workout plan quarterly. CFBank must provide the Regulator a copy of each

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report documenting the status of the problem asset and workout plans on a quarterly basis. CFBank is complying with this requirement.

• By July 31, 2011, the Board of Directors of CFBank was required to develop and submit for Regulator comment a written management succession plan. The Board of Directors of CFBank has received an extension of this deadline to January 31, 2012. CFBank has requested a further extension of this requirement.

• CFBank must submit to the Regulator a weekly written assessment of its current liquidity position. By June 24, 2011, CFBank was required to revise its liquidity and funds management policy to address all corrective actions related to liquidity and funds management noted in the latest Report of Examination by the Regulator. This policy was required to include a contingency funding plan. The revised policy was submitted to the Regulator for comment by June 24, 2011. This policy was adopted and is being adhered to. CFBank has not yet been notified by the Regulator that the policy is acceptable.

• By June 24, 2011, CFBank was required to ensure that all violations of law and/or regulation noted in the latest Report of Examination by the Regulator are corrected and that adequate policies, procedures and systems are established or revised and implemented to prevent future violations. All violations have been corrected and policies and systems have been revised to prevent future violations.

• The Board of Directors must cause to be prepared a quarterly tracking report to monitor compliance with the CFBank Cease and Desist Order. The Board of Directors must certify that each director has reviewed the report and must document any corrective actions taken. The tracking report and Board of Directors certification must be submitted to the Regulator. This is being done as required.

• CFBank may not increase its total assets during any quarter in excess of an amount equal to interest credited on deposits during the prior quarter without the prior written non-objection of the Regulator.

• CFBank may not accept, renew or roll over any brokered deposit without a specific waiver from the FDIC. CFBank received three limited waivers from the FDIC, the latest of which expires on March 18, 2012.

• CFBank may not declare or pay dividends or make any other capital distributions without the prior written approval of the Regulator.

• CFBank may not enter into, renew, extend or revise any contractual arrangement relating to compensation or benefits for any senior executive officer or director unless prior written notice is provided to the Regulator.

• CFBank must comply with the Regulator prior notification requirements for changes in directors and senior executive officers.

• CFBank may not make any “golden parachute payments” unless CFBank has complied with 12 C.F.R. Part 359.

• CFBank may not enter into any arrangement or contract with a third party service provider that is significant to the overall operation or financial condition of CFBank or outside the normal course of business, without the written non-objection of the Regulator.

CFC Cease and Desist Order. The CFC Cease and Desist Order requires CFC to take several actions, including, but not limited to:

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• By June 30, 2011, CFC was required to submit to the Regulator a written capital plan to enhance the consolidated capital of CFC. The plan must cover the period from July 1, 2011 through December 31, 2013. The plan must include: (i) a ratio of tangible capital to tangible assets established by the Board of Directors commensurate with CFC’s consolidated risk profile; (ii) specific plans to reduce the risks to CFC from current debt levels and debt service requirements; (iii) quarterly cash flow projections for CFC on a stand alone basis that identify both the expected sources and uses of funds; (iv) quarterly pro forma consolidated and unconsolidated CFC balance sheets and income statements demonstrating CFC’s ability to attain and maintain the minimum tangible equity capital ratios established by the Board of Directors; (v) detailed scenarios to stress-test the tangible capital targets; and (vi) detailed descriptions of all relevant assumptions and projections along with supporting documentation. This plan has been submitted as required and approved by the Regulator.

• Upon written notice of non-objection from the Regulator, CFC must implement and adhere to the plan.

• CFC must notify the Regulator of any material negative event affecting CFC within five days of the event.

• By December 31, 2011 and each December 31 thereafter, the plan must be updated to incorporate CFC’s budget and cash flow projections for the next two years. This was done as of December 31, 2011.

• Within 45 days after the end of each quarter following implementation of the plan, the Board of Directors must review written quarterly variance reports from plan projections and document this review and any remedial action in CFC’s minutes of the meeting of the Board of Directors. Each variance report must be provided to the Regulator. This is being done as required.

• CFC shall not declare or pay any cash dividends or capital distributions on its stock or repurchase such shares without the prior written non-objection of the Regulator.

• CFC shall not incur, issue, rollover, renew or pay interest or principal on any debt without the prior written non-objection of the Regulator.

• CFC shall not enter into, renew, extend or revise any contractual arrangements related to compensation or benefits with any director or senior executive officer of CFC without first providing the Regulator prior written notice.

• CFC shall not make any “golden parachute payment” unless it complies with 12 C.F.R. Part 359.

• CFC shall comply with the Regulator’s prior notification requirements for changes in directors and senior executive officers.

• The Board of Directors must cause to be prepared a quarterly tracking report to monitor compliance with the CFC Cease and Desist Order. The Board of Directors must certify that each director has reviewed the report and must document any corrective actions taken. The tracking report and Board of Directors certification must be submitted to the Regulator.

The CFC and CFBank Cease and Desist Orders will remain in effect until terminated, modified or suspended by the Regulator. In the standby purchase agreements, a condition to the obligation of the Standby Purchasers to purchase $5.0 million of common stock is the elimination of certain requirements contained in the CFC and CFBank Cease and Desist Orders. See “The Rights Offering—Standby Commitment—Conditions to Closing.”

Compliance with Cease and Desist Orders. We have taken such actions as we believe are necessary to comply with all requirements of the CFC and CFBank Cease and Desist Orders which are currently effective and are continuing to work toward compliance with the provisions of the CFC and CFBank Cease and Desist Orders having future compliance dates. Although we did not comply with the higher capital ratio requirements by the September 30, 2011 required date, based on informal discussions with our Regulators and due to the pendency of the stock offering, management does not expect that any additional material restrictions or penalties will be imposed by

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Regulators as a result of not complying with the September 30, 2011 deadline, assuming we are able to raise sufficient capital in this stock offering.

Failure to comply with the CFC and CFBank Cease and Desist Orders could result in the initiation of further regulatory enforcement action, including the imposition of further operating restrictions. Regulators could also instruct us to seek a merger partner. We have incurred, and expect to continue to incur, significant additional regulatory compliance expense in connection with the CFC and CFBank Cease and Desist Orders. For further information, see “Risk Factors—Risks Related to Our Business— We are subject to restrictions imposed by Cease and Desist Orders issued by the Regulators. We have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with the Cease and Desist Orders. Failure to comply with the Cease and Desist Orders could result in additional enforcement action against us.”

Impact of Asset Growth and Brokered Deposit Restrictions. The regulatory restrictions on asset growth and brokered deposits have not materially impacted and, in the near future, are not expected to have a material impact on our operations or asset size. Our operations have been and are expected to continue to be focused on reducing nonperforming assets, which will reduce our asset size. As our asset size decreases, brokered deposits are not expected to be needed to fund the lower level of assets. At September 30, 2011, CFBank had $56.4 million in brokered deposits with maturity dates from October 2011 through August 2016. At September 30, 2011, cash and unpledged securities totaled $65.1 million, which was sufficient to cover all brokered deposit maturities.

Proposed and Existing New Management and Directors

Since June 2010, significant changes have been made to the management team and upon completion of the stock offering, a new Chief Executive Officer, a new President and five new board members of CFC and CFBank are expected to be appointed. This proposed new management team has extensive experience in the banking industry, both with large financial institutions and community banks, and has deep business connections in the Columbus, Ohio market. Eloise L. Mackus, our chief executive officer, general counsel and secretary since May, 2010, is expected to remain with CFC and CFBank as general counsel and secretary and Therese A. Liutkus, our President, chief financial officer and treasurer since June, 2010, is expected to remain with CFC and CFBank as chief financial officer and treasurer.

Each proposed new director will be compensated at the same rate as all current directors of CFC and CFBank are compensated. There are no formal agreements or arrangements with the proposed new directors. Neither the proposed Chief Executive Officer, nor the proposed President will receive any employment or severance agreement. Each will receive a salary to be determined by the Board of Directors and will be eligible to participate in any bonus, pension, medical or other compensation and benefit plan generally available to our executive officers.

Proposed New Chairman. Following the completion of the stock offering, Robert E. Hoeweler is expected to serve as the Chairman of the Board of Directors of CFC and CFBank. Mr. Hoeweler is chief executive officer of a diverse group of companies owned by the Hoeweler family. The Hoeweler holdings include manufacturing, communication, distribution, business services and venture capital entities. Mr. Hoeweler has served on the boards of directors of one of the country’s largest privately owned waste and recycling companies since 1986 and a privately owned commercial bakery since 1988. Past board affiliations include Skipjack Financial Services from 1996-2009, a provider of payment processing services, which the Hoeweler family led from its inception through the sale to a super-regional banking company that is a global top five payment processor, and Winton Financial, Inc. from 1988-2004, a savings and loan holding company located in Cincinnati, Ohio, from its initial public offering in 1998 through its ultimate sale in 2005 to WesBanco, Inc. Mr. Hoeweler is a graduate of the University of Cincinnati.

Proposed New Chief Executive Officer. Timothy T. O’Dell is expected to serve as the Chief Executive Officer of CFC and CFBank following completion of the stock offering. Mr. O’Dell is currently the owner of the Chetwood Group, which provides advisory services to a number of privately held enterprises in construction, health care, real estate and professional services. Prior to founding Chetwood in 2003, Mr. O’Dell spent 22 years at Fifth Third Bank, and was a senior executive with Fifth Third’s Central Ohio operations for 12 of those years, concluding his

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tenure serving as President and Chief Executive Officer. For 10 of his years with Fifth Third – Central Ohio, Mr. O’Dell also served as a senior lender and managed its commercial banking and residential and commercial real estate divisions. During his tenure, Fifth Third’s Central Ohio division grew by $4 billion in deposits and $5 billion in loans from organic growth and through strategic acquisitions. Mr. O’Dell serves on the board of the Columbus Chamber of Commerce and The Ohio State University Medical Center, and he was a founding investor in the Ohio TechAngel Venture Fund. Mr. O’Dell is a graduate of Marshall University and received an MBA from Xavier University.

Proposed New President. Following completion of the stock offering Thad R. Perry is expected to serve as the President of CFC and CFBank. Mr. Perry was a Senior Partner with Accenture for over 30 years where he was involved in consulting, transaction structuring, and management of operations. He operated the firm’s Columbus, Ohio practice and developed its regulated industries practice. Mr. Perry also obtained considerable international experience during his time at Accenture. From 1988 through 1998, Mr. Perry managed Accenture’s German, Austrian and Swiss practices, which accounted for nearly $1 billion in gross revenues. He was also the Chief Operating Officer of Western Europe operations, and served on Accenture’s European Management Board and the Global Strategic Planning, Management, Markets, Executive, Outsourcing, and Technology Committees. He was also heavily involved in directing the firm’s strategy and mobilization initiatives associated with East Europe, and supervised ongoing operations there. His experiences in banking include the transformation of both the technical and business processes for credit card, internet banking and security, stock and trading exchanges, international banking and customer relationship management. Mr. Perry has an engineering degree and MBA from The Ohio State University, and has been honored as a Distinguished Alumnus from both colleges. Mr. Perry is also a Certified Public Accountant (inactive).

Proposed New Directors. Subject to receipt of approvals of our Regulators, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the board of directors of CFC. In addition to Timothy T. O’Dell, Thad R. Perry and Robert E. Hoeweler, we currently expect the director designees to be James Howard Frauenberg, II and Donal Malenick.

James Howard Frauenberg, II is the principal owner of Addison Holding, LLC which manages investments of private individuals and has been active in opening new franchises for two retail chains, Five Guys and Flip Flops. Mr. Frauenberg was a senior officer with Check Smart Financial in Dublin, Ohio from 1995 to 2008, when he resigned.

Donal Malenick was chief executive officer of Columbus Steel Castings from 2003 through 2008. Prior to that, Mr. Malenick was president of Worthington Steel from 1976 to 1999. Mr. Malenick is a board member of Max and Ermas Restaurants of Columbus, Ohio and was a member of KeyBank’s advisory board from 2001 to 2005. Mr. Malenick has been a private investor since 2008.

New Senior Officer in Commercial Banking. Timothy R. Fitzwater joined CFBank in June 2010 as Senior Commercial Officer. Prior to joining CFBank, he had been retired for four years after a 36 year career with National City Bank (now PNC), rising to President of the Northeast Region headquartered in Akron. This region encompassed the cities of Akron, Canton, Youngstown, Niles, Warren and smaller cities along the Ohio River. The banks in this region had approximately $3 billion in assets and a commercial lending portfolio of approximately $1 billion.

New Head of Commercial Loan Workout. In November 2010, Kemper Allison was promoted to Vice President, Commercial Loan Workout of CFBank. Mr. Allison joined CFBank in February 2010, after having served as senior vice president and chief lending officer with Advantage Bank in Worthington, Ohio for nearly eight years. He had held positions of increasing responsibility over the prior 14 years, beginning with Bank One, Akron, N.A. and progressing to State Savings Bank and others in the Columbus area.

New Senior Credit Officer. In November 2010, Keith Anderson was promoted to Senior Credit Officer of CFBank. Mr. Anderson has been with CFBank since June 2005, having previously served as senior credit officer for over six years with Champaign National Bank in Bath, Ohio. Prior to that, he had been the senior credit officer with Summit Bank, headquartered in Fairlawn, Ohio for six years.

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Business Strategy of Our Proposed and Existing New Management Team

In light of the operational challenges we recently have faced, our management team has taken, and will continue to aggressively pursue, the following actions that we believe will improve our operations in the short-term and position us for long-term future opportunities:

Improve Our Asset Quality. We have taken several significant steps to stabilize and improve our asset quality, which we expect will improve our net interest margin and lower our provision for loan losses. In particular, we have:

• Obtained Independent Loan Reviews. In June 2010, we engaged two independent loan review firms to assess the credit quality of our loan portfolio. The independent reviews were performed so that management could identify all troubled loans and loan relationships as well as deteriorating loans and loan relationships. Each of their reviews covered approximately $142 million, or 82% of the commercial, commercial real estate and multi-family residential loan portfolio at June 30, 2010. The reviews involved analyzing all large borrowing relationships, delinquency trends, and loan collateral valuation in order to identify appropriate risk rating classifications of these loans. As a result of the reviews, criticized and classified loan levels increased to $56.2 million, compared to $32.9 million at March 31, 2010. Detailed action plans were developed by management for each of the criticized and classified loans to improve the credit quality of the loan, return the loan to performing status or dispose of the loan and end the borrowing relationship. From June 30, 2010 to September 30, 2011, the level of criticized and classified loans decreased 28.9% to $40.0 million, with sequential decreases each quarter. Since June 2010, independent loan reviews have been performed semi-annually, where they had been performed annually prior to that time. Management uses the results of these semi-annual reviews to help confirm the effectiveness of the existing policies and procedures, and to provide an independent assessment of our internal loan risk rating system.

• Established a Loan Workout Function. In July 2010, we engaged a consultant to assist in our asset review with an emphasis on disposition of nonperforming assets. As a result of the consultant’s review, we established a loan workout function headed and staffed by experienced workout professionals. The workout group develops and executes strategies to address problem credits and provides a risk reduction strategy report, including specific workout plans, to the Board of Directors on a quarterly basis. From June 30, 2010 through September 30, 2011, nonperforming assets decreased 50.7% and criticized and classified assets decreased 28.9%. See also Notes 3 and 4 of the Notes to Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 incorporated herein by reference.

• Reorganized the Credit Function. In the fourth quarter of 2010, as a result of the internal loan reviews and the departure of our previous Senior Credit Officer, we named a new Senior Credit Officer and segregated duties within the credit department to strengthen controls in this area.

• Applied More Conservative Underwriting Practices. Beginning in June 2010, we significantly curtailed our commercial, commercial real estate and multi-family residential lending and applied more conservative underwriting practices, including, among other things, requiring more detailed credit information in certain circumstances, increasing the amount of required collateral or equity requirements or reducing loan-to-value ratios and reducing the amount that we will lend to one borrower.

In connection with our loan review and additional efforts to determine the scope of our deteriorating loans, management has identified certain factors relating to our nonperforming assets. Our nonperforming assets are primarily located within our local market area. This generally allows management and our workout group better access to the collateral and borrowers and, therefore, more useful information in making loan modification and foreclosure decisions. As a result, we believe we are well-positioned to determine whether a nonperforming loan will return to performing status or whether it is in the best interest of CFBank to end the borrowing relationship. Finally, we believe that the funds we raise in the stock offering will strengthen our capital position to provide us with additional flexibility to address and accelerate the reduction of our nonperforming asset levels.

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Raise Capital. We believe that our efforts to raise additional capital in the stock offering will help us to achieve our goals of obtaining sufficient capital to mitigate the impact on CFBank of a weakened economy and manage our capital levels to maintain a capital cushion commensurate with our risks and in excess of our regulatory capital requirement and the requirements imposed by the CFBank Cease and Desist Order.

At the minimum of the offering range, we expect to exceed all of our regulatory capital requirements, including the higher capital requirement imposed by the Cease and Desist Orders. On a pro forma basis at the minimum and maximum of the offering and assuming $13.5 million of the net proceeds of the stock offering will be invested in CFBank in either case, our tier one (core) capital ratio and total risk-based capital ratio at September 30, 2011 would have been 10.16% and 18.22%, respectively, exceeding the 8.0% and 12.0% requirements contained in the CFBank Cease and Desist Order. See “Capitalization.” However, to the extent we experience increases in our allowance for loan losses and operating losses, such events will reduce, and possibly eliminate, our capital cushion.

Control Expenses. Our management team has made it a priority to identify cost savings opportunities throughout all phases of our operations. In particular, once we are able to successfully manage our asset quality and terminate our Cease and Desist Orders, we expect to reduce significantly deposit insurance costs and fees for consultants, advisors and attorneys and expenses related to the management of our nonperforming assets.

Leverage the Existing Retail Office Presence. CFBank has four offices located in Fairlawn, Worthington, Calcutta and Wellsville, Ohio. The Fairlawn and Worthington offices are located in upscale suburban markets with an affluent demographic profile. Worthington is an affluent suburb bordering Columbus to the north. The median household income of $75,434 is 29.8% higher than in Columbus as a whole and 44.9% higher than in Ohio, and the median household net worth of $274,132 outpaces the MSA and state by 155% and 182%, respectively. CFBank only controls 1.14% of the deposits in the Akron MSA deposit market, which offers an $11.5 billion deposit base, and 0.05% in the Columbus MSA deposit market, which offers a $41.8 billion deposit base. Despite these attractive market areas, we have under-performed in terms of our retail banking penetration. As a result, transaction, money market and savings accounts comprised only 39.3% of CFBank’s total deposits as of September 30, 2011. Management intends to change the deposit mix, increase product offerings, such as private banking, and achieve profitability by more effectively serving existing customers and proactively seeking new customers in our markets.

Increase Market Share and Achieve Profitable Growth. As we improve our asset quality and increase our operating efficiency after the Cease and Desist Orders are terminated by the Regulators, we expect that operating earnings will increase. Our management team will focus on expanding full commercial customer relationships, primarily in the Columbus and Fairlawn markets. In particular, management intends to build relationships with the many small- to medium-sized businesses in the metropolitan markets in which we operate, as well as with business owners and executives. CFC’s management team believes that a recapitalized CFBank can grow market share in these areas while improving profitability through traditional relationship based banking services delivered by a highly qualified work force.

Obtain Termination of the Cease and Desist Orders. We have taken the actions we believe are necessary to comply with all requirements of the Cease and Desist Orders which are currently effective and we are continuing to work toward compliance with the provisions of the Cease and Desist Orders having future compliance dates. We have submitted a capital plan and a business plan which contemplate this stock offering. The CFC plan has been approved by the Regulators. No action has been taken by the Regulators on the CFBank plan. We will seek to demonstrate as soon as possible that we have fully complied with the requirements of the Cease and Desist Orders and that the Regulators should terminate the Cease and Desist Orders. At that time, we will be able to return to a more typical level of regulatory oversight and redirect management resources from maintaining compliance with the Cease and Desist Orders to the operation of our institution, with the goal of achieving profitable growth.

Market Area Overview

We operate in three distinct markets which we believe to be attractive banking markets. CFBank operates in the Central and Northeastern Ohio cities of Akron, Columbus, Calcutta, and Wellsville. Uniquely, these locations include two large metropolitan markets, as well as two community banking locations. Since the real estate market began to experience considerable difficulty in 2008, significant economic challenges have resulted in most markets.

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The relative stability of the Ohio real estate market has protected the region from the worst of the collapse. The Central and Northeast Ohio market did not experience the dramatic housing price increases that had previously occurred in certain parts of the United States, and consequently has not experienced as much of a market decline in recent years. From September 30, 2006 to September 30, 2011, the Case-Shiller index for the Cleveland market, which is the closest proxy to the Ohio markets that CFC operates in, was down 18.1%. For that same period, the U.S. Composite Index was down 31.0%. Ohio’s unemployment rate has also declined from a peak of 10.6% in November 2009 to 9.1% in September 2011, according to the Bureau of Labor Statistics. On a year-over-year basis, Ohio currently ranks 5^th out of the 50 states in new job creation, with 66,800 jobs added since September 2010, according to data from the Bureau of Labor Statistics.

The Akron metropolitan statistical area (MSA), which has been CFBank’s core market, has a population of 704,000 and a total deposit base of $11.7 billion, according to FDIC data as of June 30, 2011. CFBank’s deposit total of $149.0 million ranks 12^th out of 29 institutions in the area. The Akron MSA also adjoins the much larger Cleveland MSA, which has a population of 2.1 million and a total deposit base of $50.5 billion according to FDIC data as of June 30, 2011. CFBank feels that Akron has a number of opportunities for lending to both consumers and businesses. Akron has established itself as the “Polymer Valley,” with over 400 local companies specializing in liquid crystal and polymer research, development, and technology, according to Newsweek. In aggregate, over 45% of the state’s polymer industry is based in Akron. The city’s polymer industry is complemented by two local research universities, the University of Akron (28,000 full-time students) and Kent State University (18,000 full time students). Akron is also home to two companies from the 2011 Fortune 500 list: The Goodyear Tire & Rubber Company and First Energy Corp. Other notable employers include Summa Health System, Akron General Medical Center, Fred Albrecht Grocery Co., Children’s Hospital Medical Center, Bridgestone-Firestone, Roadway Express, FirstMerit Corp., and Sterling, Inc. The Akron MSA’s unemployment rate is currently 8.1%, compared to the national average of 9.0%. Akron’s cultural attractions include the Akron Art Museum, Stan Hywet Hall, the Akron Symphony Orchestra, the Ohio Ballet, and Blossom Music Center, which is the summer home of the Cleveland Orchestra. The city hosts the annual All-American Soap Box Derby, and is home to The Firestone Country Club, which has hosted several major professional golf tournaments and is currently the site of the annual World Golf Championships Bridgestone Invitational.

Fairlawn is an affluent suburb of Akron and the home of many potential small business and consumer banking customers. Fairlawn’s median household income in 2010 of $84,605 was 62.6% and 55.4% higher than the Ohio and national medians, respectively, according to 2010 Census Bureau data. Over 13% of Fairlawn’s households have incomes in excess of $200,000, which is more than 5.5 times greater than Ohio’s median, and 3.5 times higher than the national median, as of the 2010 census, according to 2010 Census Bureau data.

The Calcutta and Wellsville markets are located in the East Liverpool-Salem MSA that has a population of 109,000 and $1.3 billion in deposits, according to FDIC data as of June 30, 2011. This was the historical home of CFBank, dating back to the founding of the Bank in 1892. While not a growth market from a lending standpoint, management believes this market is a strong source of low cost deposits, and this market accounts for $78.9 million, or 33.1% of CFBank’s total deposits as of June 30, 2011. While a smaller market than the Akron and Columbus markets, CFBank has a much stronger market share in this region, ranking 8^th with 6.0% of the deposits in the MSA as of June 30, 2011, according to FDIC data.

The East Liverpool-Salem area benefits from its location between the major cities of Cleveland and Pittsburgh, and its access to two major international airports as well as other forms of transportation. East Liverpool is the largest river port in Ohio, and the second largest total port system in Ohio behind Cleveland, according to the Columbiana County Port Authority. The port handles approximately 15 million tons of cargo each year moving via the Ohio River through Columbiana County. The port authority serves as the economic development agency in the region, and helps finance large community projects. One such project is the conversion of Columbiana County into a completely wireless platform, making it one of the first counties in the U.S. to do so. Another project in development is the construction of a natural gas facility in Wellsville by Florida-based Plank Investment. The natural gas facility and other similar investments in the area are being driven by the continued exploration and development of the Utica Shale region in eastern Ohio. The unemployment rate in the East Liverpool-Salem MSA has declined from a peak of 14.9% in January 2010 to 10.0% in September 2011, according to data from the Bureau of Labor Statistics.

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CFBank considers the Columbus market as its best market in terms of potential growth. The Columbus MSA’s population is currently 1.8 million. Population in the Columbus MSA increased by 12.4 percent from 2000 to 2010, and is projected to grow 4.7% by 2015, according to census estimates. The Columbus market also accounts for $39.6 billion in FDIC-insured deposits as of June 30, 2011, of which CFBank controls only 0.03%. Columbus hosts a myriad of large businesses, including four Fortune 500 companies headquartered in the city: Nationwide Insurance; American Electric Power; Limited Brands; and Big Lots. Columbus is also the capital of the State of Ohio, resulting in a large and somewhat stable employment base. As of September 2011, Columbus’ unemployment rate of 7.6% was lower than both the Ohio and national averages of 9.0% and 9.1%, respectively. The Columbus area is also home to several colleges and universities, including The Ohio State University, one of the largest college campuses in the United States with over 56,000 students enrolled at the main campus in 2011, according to the University’s website. These colleges and universities, and research centers like Battelle, promote a vibrant entrepreneurial base to help drive the growth of middle market companies. Also, due to its central location in the state of Ohio, Columbus has a strong distribution industry and the benefit of the various businesses that serve that industry. Columbus’ professional sports teams include the Blue Jackets, which compete in the National Hockey League; the Crew, a Major League Soccer team; and the Clippers, an affiliate of the Cleveland Indians. Columbus is home to the Columbus Symphony Orchestra, Opera Columbus, BalletMet Columbus, and the Contemporary American Theatre Company. Each year, Columbus also hosts the Arnold Classic, which brings in 12,000 athletes with competitions in 20 different events, the PGA Tour’s Jack Nicklaus Memorial Tournament at Muirfield Village Golf Club, and the Ohio State Fair, one of the largest fairs in the country.

CFBank’s Columbus branch is located in Worthington, an affluent suburb bordering Columbus to the north. The Worthington school district is recognized as being among the best in the state, and ranks in the top 15% of all school districts nationwide. Worthington also boasts an educated and wealthy populace, as 26.7% of residents hold graduate degrees, 2.5 times higher than the Columbus MSA and State of Ohio overall. As of the 2010 U.S. census, Worthington’s median household income of $73,968 was 42.1% higher than Ohio’s median and 35.9% higher than the national median.

All of the markets served by CFBank are competitive, and market share in the various markets is skewed towards large regional and super-regional competitors. Management believes that a large number of potential commercial and consumer customers in its markets would prefer the higher level of service which community banks such as CFBank seek to provide. Accordingly, management believes that the recapitalized CFBank will be positioned to achieve profitable growth in its markets over the next several years.

The Stock Offering

Securities Offered in the Rights Offering	We are distributing to you, at no charge, one non-transferable subscription right to purchase 6.0474 shares of our common stock for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on [ Record Date ], either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares.
Subscription Price	$1.00 per share.
Record Date	5:00 p.m., Eastern Time, on [ Record Date ].
Expiration of the Rights Offering	5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]. We may extend the rights offering without notice to you until [ Subscription Extension Date ]
Use of Proceeds	We expect the aggregate net proceeds from the stock offering to be between $21.3 million and $28.4 million. We intend to use the proceeds of the stock offering primarily to invest in CFBank to improve its regulatory capital position and for general corporate purposes.
Basic Subscription Privilege	The basic subscription privilege of each subscription right entitles you to purchase 6.0474 shares of our common stock at a subscription price of

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	$1.00 per share; however, fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. If you are a record holder of shares, the number of rights you may exercise appears on your rights certificate.
Over-Subscription Privilege	In the event that you purchase all of the shares available to you pursuant to your basic subscription privilege, you may also choose to subscribe for a portion of any shares that are not purchased by our stockholders through the exercise of their basic subscription privileges. You may subscribe for shares of common stock pursuant to your over-subscription privilege, subject to the purchase and ownership limitations described below under the heading “Limitations on the Purchase of Shares.”
Limitations on the Purchase of Shares	Persons, together with associates or groups acting in concert, may purchase up to a number of shares such that upon completion of the stock offering the person owns up to 9.9% of CFC’s common stock outstanding. This limitation is 15% for our largest stockholder as of the date of this prospectus. See “Risk Factors—Risks Related to Our Business—CFC could, as a result of the stock offering, including the shares issued to the Standby Purchasers, and/or future investments in our common stock by holders of 5% or more of our common stock, experience an “ownership change” for tax purposes that could cause CFC to permanently lose a significant portion of its net operating loss carry-forwards, or reduce the annual amount that can be recognized to offset future income.”
	In addition, we will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [ Subscription Expiration Date ], such clearance or approval has not been obtained and/or any applicable waiting period has not expired.
Non-Transferability of Rights	The subscription rights may not be sold, transferred or assigned and will not be listed for trading on Nasdaq or on any other stock exchange or market.
No Board Recommendation	Our Board of Directors is making no recommendation regarding the exercise of your subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering.
	Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.
Standby Purchasers and Standby Purchase Agreements	We have separately entered into standby purchase agreements with the Standby Purchasers. Pursuant to the standby purchase agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, 5,035,000 shares of common stock.
	The Standby Purchasers have conditioned their purchase of shares of common stock upon the receipt by CFC of $16.5 million in net proceeds from the rights offering and public offering, if any, excluding the purchases by the Standby Purchasers. As a result, the purchase by the Standby Purchasers of 5,035,000 shares of common stock is conditioned on the sale by CFC of 17,465,000 shares in the rights offering and the public offering, if any.

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	Subject to receipt of approvals by the Regulators, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the board of directors of CFC. Notices have been filed with the appropriate Regulators by the Standby Purchasers and CFBank requesting these approvals. The notices are still being reviewed. A decision is expected prior to or shortly following completion of the rights offering. We currently expect these director designees to be Timothy T. O’Dell, founder and principal of Chetwood Group, a strategic business advisory firm, and former president and chief executive officer of Fifth Third Bank of Central Ohio; Thad R. Perry, former senior partner of Accenture; Robert E. Hoeweler, chief executive officer of a group of companies owned by the Hoeweler family; James Howard Frauenberg, II, principal owner of Addison Holdings, LLC, which manages investments of private individuals and has been active in opening new franchises for two retail chains, Five Guys and Flip Flops; and Donal Malenick, former chief executive officer of Columbus Steel Castings and president of Worthington Steel. We have agreed to pay the aggregate sum of up to $80,000 to Timothy T. O’Dell (on behalf of all of the Standby Purchasers approved by Timothy T. O’Dell) on the closing date, for reimbursement of actual fees, costs and legal expenses incurred by the Standby Purchasers. On the closing date, subject to the approval of any and all applicable Regulators, Timothy T. O’Dell also shall receive $90,000 from CFC on behalf of himself, Thad R. Perry and Robert E. Hoeweler in consideration of the efforts of such individuals in connection with the negotiation of the standby purchase agreements.
Subscriptions are Irrevocable	All exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $1.00 per share.
Minimum Offering	The stock offering is conditioned upon the receipt of aggregate subscriptions of at least $17.5 million (17,465,000 shares) of common stock in the rights offering and public offering, if any, excluding any shares issued and sold to the Standby Purchasers.
Purchase Intentions of Our Directors and Officers	Our current directors and executive officers as a group, together with their affiliates, have indicated their intention to exercise rights to purchase, in the aggregate, approximately 258,500 shares of our common stock in the rights offering. Our current directors and five new directors and executive officers as a group, together with their affiliates, have indicated their intention to purchase, in the aggregate, approximately 2,558,500 shares.
Material U.S. Federal Income Tax Considerations	For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a subscription right or warrant. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the rights or warrants in light of your particular circumstances.
Extension and Cancellation	We have the option to extend the rights offering expiration date, but in no event will we extend the rights offering beyond [ Subscription Extension Date ]. Our Board of Directors may cancel the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received by the subscription/escrow agent will be returned promptly, without interest.
Conditions to Completing Rights Offering	We must sell the minimum rights offering amount of at least $17.5 million

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	(17,465,000 shares) of common stock in the rights offering and public offering, if any, exclusive of any shares issued and sold to the Standby Purchasers. There are also numerous conditions to closing that must be satisfied before the Standby Purchasers are required to complete their purchases.
Public Offering	If shares of common stock remain available for sale after the rights offering, we may offer and sell those remaining shares to the public on a best efforts basis at the $1.00 per share subscription price.
Procedures for Exercising Rights	To exercise your subscription rights, you must take the following steps:
	If you hold a CFC stock certificate, you must deliver payment and a properly completed and signed rights certificate to the subscription/escrow agent to be received before 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]. You may deliver the documents and payment by U.S. mail or courier service. If U.S. mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested.
	If you are a beneficial owner of shares that are registered in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. If you wish to purchase shares in the rights offering, you should instruct your nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ].
	If shares of our common stock are held in your account under our 401(k) plan, you are not eligible to exercise subscription rights. Investing in CFC common stock is not a permitted investment under this plan.
Warrants	All Purchasers of common stock in the stock offering, including the Standby Purchasers, will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the stock offering. The warrants will exercisable for three years from the completion of the stock offering at an exercise price of $1.00 per share. The exercise price will be payable only by cash or check. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event that we pay stock dividends or make distributions of our common stock, or subdivide, combine or reclassify outstanding shares of our common stock such as in a stock split or reverse stock split.
Financial Advisor and Information Agent	ParaCap Group, LLC., is acting as our financial advisor and information agent in connection with the rights offering and the sale of shares to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the public offering, if any. We have agreed to pay certain fees to, and expenses of, ParaCap Group, LLC.

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Subscription and Escrow Agent	Registrar and Transfer Company, the subscription/escrow agent, will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription/escrow agent will hold this money in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all payments received by the subscription/escrow agent will be returned promptly, without interest.
Shares Outstanding Before the Stock Offering	4,128,198 shares of our common stock were outstanding as of [ Record Date ].
Shares Outstanding After Completion of the Stock Offering	Assuming no options are exercised prior to the expiration of the stock offering and assuming all shares are sold in the stock offering at the minimum of the offering range, we expect approximately 26,628,198 shares of our common stock will be outstanding immediately after completion of the stock offering and the closing of the transactions contemplated by the standby purchase agreements. Under the same assumptions at the maximum of the offering range, we expect approximately 34,128,198 shares of our common stock will be outstanding.
Nasdaq Symbol	Shares of our common stock are currently listed for trading on Nasdaq under the symbol “CFBK.” Trading is expected to continue under this same symbol following the stock offering.
Risk Factors	Before you exercise your subscription rights to purchase shares of our common stock, you should be aware that there are risks associated with your investment, including the risks described in the section entitled “Risk Factors” of this prospectus, and the risks that we have highlighted in other sections of this prospectus. You should carefully read and consider these risk factors together with all of the other information included in this prospectus before you decide to exercise your subscription rights to purchase shares of our common stock or before you purchase shares in the public offering, if any.

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RISK FACTORS

You should consider carefully the following risk factors before purchasing shares of CFC common stock.

Risks Related to Our Business

We are subject to restrictions and conditions of Cease and Desist Orders issued by our Regulators. We have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with the Cease and Desist Orders. Failure to comply with the Cease and Desist Orders could result in additional enforcement action against us.

The OTS has issued Cease and Desist Orders against CFC and CFBank. The Cease and Desist Orders contain a number of significant directives, including higher capital requirements, requirements to reduce the level of our classified and criticized assets, growth and operating restrictions, restrictions on brokered deposits and restrictions on dividend payments. These restrictions may impede our ability to operate our business and to effectively compete in our markets. If we fail to comply with the terms and conditions of the Cease and Desist Orders, the Regulators could take additional enforcement action against us, including imposing further operating restrictions on us, directing us to seek a merger partner or liquidating CFBank.

We have incurred and expect to continue to incur significant additional regulatory compliance expense in connection with the Cease and Desist Orders. It is possible that regulatory compliance expenses related to the Cease and Desist Orders could have a material adverse impact on us in the future.

In addition, the Regulators must approve any deviation from our business plan, which could limit our ability to make any changes to our business, which could negatively impact the scope and flexibility of our business activities. Further, the imposition of the Cease and Desist Orders, including certain restrictions on severance and indemnification payments and employment and compensation arrangements, may make it more difficult to attract and retain qualified employees. While we plan to take appropriate actions and intend to seek to have the Cease and Desist Orders terminated in the future, such actions may not result in Regulators terminating the Cease and Desist Orders.

If we do not sell at least the minimum number of shares of common stock in this offering, the Regulators could take additional enforcement action against us.

We are currently “adequately capitalized” for regulatory purposes. However, we have not generated profits in over two years and, unless additional capital is infused into CFC and CFBank, it is unlikely that we will be able to generate profits in the future. This would cause our capital levels to continue to erode. If that happens, the Regulators could take additional enforcement action against us, including the imposition of further operating restrictions. The Regulators could also direct us to seek a merger partner or liquidate CFBank.

Our capital levels were not sufficient to achieve compliance with the higher capital requirements mandated by the CFBank Cease and Desist Order by September 30, 2011, and any capital cushion in the future may not be sufficient to absorb additional loan or other losses and maintain compliance with these higher capital requirements.

The CFBank Cease and Desist Order requires CFBank to raise its tier one (core) capital and total risk-based capital ratios to 8% and 12%, respectively, by September 30, 2011. Although we did not comply with the higher capital ratio requirements by the September 30, 2011 required date, based on informal discussions with the Regulators and due to the pendency of the stock offering, management does not expect that any additional material restrictions or penalties will be imposed by the Regulators, assuming we are able to raise sufficient capital in this stock offering.

Even assuming completion of the stock offering, our capital cushion, if any, may not be significant. At the minimum of the offering, our pro forma tier one (core) capital and total risk-based capital ratios at September 30, 2011 are expected to be 10.16% and 18.22%, respectively, with a capital cushion of approximately $6.0 million in excess of the required capital levels. However, to the extent we experience increases in our allowance for loan

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losses or operating losses, such events would reduce, and possibly eliminate, our capital cushion. If our capital is reduced such that our capital ratios do not comply with the requirements of the Cease and Desist Order, the Regulators could take additional enforcement action against us, including the imposition of further operating restrictions. The Regulators could also direct us to seek a merger partner or liquidate CFBank.

Reduction in the level of our problem assets may not be sufficient to achieve compliance with the levels we must meet according to our plan approved by the Regulators.

The Regulators have directed CFBank to submit for regulatory approval a plan with specific strategies, targets and timeframes to reduce the level of problem assets. This plan has not yet been approved by the Regulators. If we do not maintain compliance with the plan to reduce the level of problem assets, the Regulators could take additional enforcement action against us, including the imposition of further operating restrictions. The Regulators could also direct us to seek a merger partner or liquidate CFBank.

The allowance for loan losses may not be adequate to cover actual losses. Higher loan losses could require us to increase our allowance for loan losses through a charge to earnings.

When we loan money we incur the risk that our borrowers will not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of probable incurred credit losses in our loan portfolio. The process for determining the amount of the allowance is critical to our financial condition and results of operations. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. It also requires that we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. The allowance for loan losses may not be sufficient to cover probable losses in our loan portfolio. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved. We might increase the allowance because of changing economic conditions. For example, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high loan-to-value ratios. The lingering nature of the decline in the national economy and the local economies of the areas in which our loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by our Regulators as part of their examination process, which may result in the establishment of an additional allowance based upon the judgment of the Regulators after a review of the information available at the time of their examination. The additions to our allowance for loan losses would be made through increased provisions for loan losses, which would reduce our income and could materially and adversely affect CFC’s financial condition, earnings and profitability.

A continuation of turmoil in the financial markets could have an adverse effect on our financial position or results of operations.

Since 2008, United States and global financial markets have experienced severe disruption and volatility, and general economic conditions have declined significantly. Adverse developments in credit quality, asset values and revenue opportunities throughout the financial services industry, as well as general uncertainty regarding the economic, industry and regulatory environment, have had a marked negative impact on the industry. Dramatic declines in the U.S. housing market, with falling home and real estate prices, increasing foreclosures and high unemployment, have negatively affected the credit performance of mortgage loans and resulted in significant write-downs of asset values by many financial institutions. The U.S. and the governments of other countries have taken steps to try to stabilize the financial system, including investing in financial institutions, and have also been working to design and implement programs to improve general economic conditions. Notwithstanding the actions of the U.S. and other governments, these efforts may not succeed in improving industry, economic or market conditions and may result in adverse unintended consequences. Factors that could continue to pressure financial services companies, including CFC, are numerous and include: (i) worsening credit quality, leading among other things to increases in loan losses and reserves; (ii) continued or worsening disruption and volatility in financial markets, leading to, among other things, continuing reductions in asset values; (iii) capital and liquidity concerns regarding financial institutions generally; (iv) limitations resulting from or imposed in connection with governmental actions

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intended to stabilize or provide additional regulation of the financial system; or (v) recessionary conditions that are deeper or last longer than currently anticipated.

The ongoing economic recession could result in increases in our level of nonperforming loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

Our business activities and earnings are affected by general business conditions in the United States and in our local market area. These conditions include short-term and long-term interest rates, inflation, unemployment levels, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets and the strength of the economy in the U.S. generally and in our market area in particular. In the current low growth environment, the national economy has experienced a general economic downturn, with high unemployment levels, declines in real estate values and the erosion of consumer confidence. Our primary market area has also been negatively impacted by the economic recession. From the fourth quarter of 2008 to September 2011, unemployment rates in Ohio increased from 7.1% to 9.1%, according to Bureau of Labor Statistics data. In addition, our primary market area has also experienced a softening of the local real estate market, a reduction in local property values and a decline in the local manufacturing industry. A prolonged or more severe economic downturn, continued elevated levels of unemployment, further declines in the values of real estate, or other events that affect our borrowers could impair the ability of our borrowers to repay their loans in accordance with their terms and could reduce the value of collateral securing these loans. Nearly all of our loans are secured by real estate located in Ohio or made to businesses in Ohio. As a result of this concentration, a prolonged or more severe downturn in the state’s economy could result in significant increases in nonperforming loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would decrease our earnings and further increase the capital required to comply with the Cease and Desist Orders. The economic downturn could also result in reduced demand for credit or fee-based products and services, which also would decrease our revenues.

We may make, or be required to make further increases in our provision for loan losses and to charge off additional loans in the future, which could adversely affect our results of operations.

As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions that occur from time to time and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate. Although we have made some progress in reducing our level of non-performing assets during 2011, we expect non-performing assets to remain at or increase to historically high levels for the immediate future. If current trends in the housing and real estate markets continue, we expect that we will continue to experience increased delinquencies and credit losses. Moreover, if the slow economy in our market continues, we expect that it would further negatively impact economic conditions and we could experience continuing high delinquencies and credit losses. Current levels of, or an increase in our non-performing assets, credit losses or our provision for loan losses would materially adversely affect our financial condition and results of operations. Unless and until we can increase our capital to support new lending and substantially reduce our levels of non-performing loans and other real estate owned, we do not expect to return to profitability.

Our emphasis on commercial, commercial real estate and multi-family residential real estate lending may expose us to increased lending risks.

At September 30, 2011, we had $28.8 million in commercial loans, $72.0 million in loans secured by commercial real estate and $29.1 million in loans secured by multi-family residential real estate, which totaled 17.4%, 43.5% and 17.6%, respectively, of our loan portfolio. Because payments on commercial loans are dependent on successful operation of the business enterprise, repayment of such loans may be subject to a greater extent to adverse conditions in the economy. Because payments on loans secured by commercial real estate properties are dependent on successful operation or management of the properties, repayment of commercial real estate loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. Commercial real estate and multi-family residential mortgage loans also have larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans. Some of our borrowers also have more than one commercial real estate or multi-family residential mortgage loan outstanding with us. Additionally, some loans may be collateralized by junior liens. Consequently, an adverse development involving one or more loans or credit

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relationships can expose us to significantly greater risk of loss compared to an adverse development involving a single-family residential mortgage loan.

Our adjustable-rate loans may expose us to increased lending risks.

While adjustable-rate loans better offset the adverse effects of an increase in interest rates as compared to fixed-rate loans, the increased payments required of adjustable-rate loan borrowers upon an interest rate adjustment in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a rising interest rate environment. In addition, although adjustable-rate loans help make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

CFC’s financial condition and results of operations are dependent on the economy in CFBank’s market area.

CFBank’s principal market area for loans includes the following Ohio counties: Summit County, and contiguous counties through our office in Fairlawn, Ohio; Franklin County, and contiguous counties through our office in Worthington, Ohio; and Columbiana County, and contiguous counties through our offices in Calcutta and Wellsville, Ohio. We have originated commercial and conventional real estate loans and business loans primarily throughout Ohio. Most of our deposits and loans come from our market area. Because of CFBank’s concentration of business activities in Ohio, CFC’s financial condition and results of operations depend upon economic conditions in Ohio. Adverse economic conditions in Ohio could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations. Conditions such as inflation, recession, unemployment, high interest rates, short money supply, international disorders, terrorism and other factors beyond our control may adversely affect our profitability. We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in Ohio could adversely affect the value of our assets, revenues, results of operations and financial condition. Moreover, we cannot give any assurance we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.

Increased and/or special FDIC assessments would hurt our earnings.

Beginning in late 2008, the economic environment caused higher levels of bank failures, which dramatically increased FDIC resolution costs and led to a significant reduction in the deposit insurance fund. As a result, the FDIC has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. These increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. In addition, our deposit insurance costs are higher than those of many of our competitors, as we pay elevated FDIC premiums as a result of the CFBank Cease and Desist Order. Any further increased and/or special FDIC assessment will further negatively impact our earnings.

CFBank is a party to interest-rate swap agreements that could be called by the counterparty as a result of CFBank’s failure to maintain well-capitalized status due to the CFBank Cease and Desist Order. If the counterparty were to request immediate payment, CFBank could incur an expense which, as of September 30, 2011, would have been approximately $1.0 million.

CFBank is a party to interest rate swap agreements that could be called by the counterparty as a result of CFBank’s failure to maintain well-capitalized status. CFBank utilizes interest-rate swaps as part of its asset liability management strategy to help manage its interest rate risk position. CFBank has a program whereby it lends to its borrowers at a fixed rate with the loan agreement containing a two-way yield maintenance provision, which will be invoked in the event of prepayment of the loan, and is expected to exactly offset the fair value of unwinding the swap. The agreements with the borrowers only require payment on the yield maintenance provision in the event of prepayment of the loan or loan default. While the counterparty has not requested payment at this time, it may elect to do so at any time while CFBank’s capital is less than required for well-capitalized status. If the counterparty elected to request payment, CFBank would incur an expense of $1.0 million based on the September 30, 2011 valuation of the interest-rate swaps. Should interest rates decrease from September 30, 2011 levels, the expense may increase in the event the swaps are called.

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Changing interest rates may decrease our earnings and asset values.

Management is unable to accurately predict future market interest rates, which are affected by many factors, including, but not limited to inflation, recession, changes in employment levels, changes in the money supply and domestic and international disorder and instability in domestic and foreign financial markets. Changes in the interest rate environment may reduce CFC’s profits. Net interest income is a significant component of our net income, and consists of the difference, or spread, between interest income generated on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. Although certain interest-earning assets and interest-bearing liabilities may have similar maturities or periods to which they reprice, they may react in different degrees to changes in market interest rates. In addition, residential mortgage loan origination volumes are affected by market interest rates on loans; rising interest rates generally are associated with a lower volume of loan originations, while falling interest rates are usually associated with higher loan originations. Our ability to generate gains on sales of mortgage loans is significantly dependent on the level of originations. Cash flows are affected by changes in market interest rates. Generally, in rising interest rate environments, loan prepayment rates are likely to decline, and in falling interest rate environments, loan prepayment rates are likely to increase. A majority of our commercial, commercial real estate and multi-family residential real estate loans are adjustable rate loans and an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on and principal of their obligations, especially borrowers with loans that have adjustable rates of interest. Changes in interest rates, prepayment speeds and other factors may also cause the value of our loans held for sale to change. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest spread, loan volume, asset quality, value of loans held for sale and cash flows, as well as the market value of our securities portfolio and overall profitability.

CFC and CFBank operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

CFC and CFBank are subject to extensive regulation, supervision and examination by our Regulators. Such regulation and supervision govern the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and for the depositors and borrowers of CFBank. The regulation and supervision by our Regulators are not intended to protect the interests of investors in CFC common stock. Regulators have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our business, financial condition, results of operations and cash flows.

Regulatory reform may have a material impact on our operations.

On July 21, 2010, President Obama signed into law the Dodd-Frank Act which could impact the performance of CFC and CFBank in future periods. The Dodd-Frank Act included numerous provisions intended to strengthen the financial industry, enhance consumer protection, expand disclosures and provide for transparency. Some of these provisions included changes to FDIC insurance coverage, which included a permanent increase in the coverage to $250,000 per depositor. Additional provisions created a Bureau of Consumer Financial Protection, which is authorized to write rules on all consumer financial products. Still other provisions created a Financial Stability Oversight Council, which is not only empowered to determine the entities that are systemically significant and therefore require more stringent regulations, but is also charged with reviewing, and when appropriate, submitting, comments to the Securities and Exchange Commission (SEC) and Financial Accounting Standards Board with respect to existing or proposed accounting principles, standards or procedures. Further, the Dodd-Frank Act retained the thrift charter and merged the OTS, the former regulator of CFC and CFBank, into the Comptroller of the Currency, and CFC is now regulated by the Board of Governors of the Federal Reserve System. The aforementioned are only a few of the numerous provisions included in the Dodd-Frank Act. The overall impact of the entire Dodd-Frank Act will not be known until the full implementation is completed, but the possibility of significant additional compliance costs exists, and the Dodd-Frank Act consequently may have a material adverse impact on our operations.

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We face strong competition from other financial institutions, financial services companies and other organizations offering services similar to those offered by us, which could result in our not being able to sustain or grow our loan and deposit businesses.

We conduct our business operations primarily in Summit, Columbiana and Franklin Counties, Ohio, and make loans generally throughout Ohio. Increased competition within these markets may result in reduced loan originations and deposits. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer the types of loans and banking services that we offer. These competitors include other savings associations, community banks, regional banks and money center banks. We also face competition from many other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. Our competitors with greater resources may have a marketplace advantage enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns.

Additionally, financial intermediaries not subject to bank regulatory restrictions and banks and other financial institutions with larger capitalization have larger lending limits and are thereby able to serve the credit needs of larger clients. These institutions, particularly to the extent they are more diversified than we are, may be able to offer the same loan products and services that we offer at more competitive rates and prices. If we are unable to attract and retain banking clients, we may be unable to sustain current loan and deposit levels or increase our loan and deposit levels, and our business, financial condition and future prospects may be negatively affected.

Provisions in CFC’s Amended and Restated Certificate of Incorporation and statutory provisions could discourage a hostile acquisition of control.

CFC’s Amended and Restated Certificate of Incorporation contains certain provisions that could discourage non-negotiated takeover attempts that certain stockholders might deem to be in their interests or through which stockholders might otherwise receive a premium for their shares over the then current market price and that may tend to perpetuate existing management. These provisions include: the classification of the terms of the members of the board of directors; supermajority provisions for the approval of certain business combinations; elimination of cumulative voting by stockholders in the election of directors; certain provisions relating to meetings of stockholders; and provisions allowing the board of directors to consider nonmonetary factors in evaluating a business combination or a tender or exchange offer. The provisions in CFC’s Amended and Restated Certificate of Incorporation requiring a supermajority vote for the approval of certain business combinations and containing restrictions on acquisitions of CFC’s equity securities provide that the supermajority voting requirements or acquisition restrictions do not apply to business combinations or acquisitions meeting specified board of directors’ approval requirements. The Amended and Restated Certificate of Incorporation also authorizes the issuance of 1,000,000 shares of preferred stock, as well as 50,000,000 shares of common stock. These shares could be issued without further stockholder approval on terms or in circumstances that could deter a future takeover attempt.

The Amended and Restated Certificate of Incorporation restricts the ability of an acquirer to vote more than 10% of our outstanding common stock. Federal banking laws contain various restrictions on acquisitions of control of savings associations and their holding companies.

The Amended and Restated Certificate of Incorporation, as well as certain provisions of state and federal law, may have the effect of discouraging or preventing a future takeover attempt in which stockholders of CFC otherwise might receive a substantial premium for their shares over then current market prices.

We rely, in part, on external financing to fund our operations, and any lack of availability of such funds in the future could adversely impact our business strategies and future prospects.

We rely on deposits, FHLB advances and other borrowings to fund our operations. We believe that, although it is not possible to predict future terms and conditions upon renewal, a significant portion of existing deposits will remain with CFBank. As a result of CFBank’s Cease and Desist Order, we are generally prohibited from using brokered deposits or above-market pricing of deposits to retain deposits or increase funding. Certificate of Deposit

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Account Registry Service^® (CDARS) balances are considered brokered deposits by regulation. Brokered deposits, including CDARS balances, totaled $56.4 million at September 30, 2011.

CFBank’s borrowing capacity from the FHLB decreased in 2010 and 2011 primarily due to increased collateral requirements as a result of the credit performance of CFBank’s loan portfolio, tightening of overall credit policies by the FHLB and a decline in eligible collateral due to a reduction in new loan originations. In May 2011, CFBank was notified by the FHLB that, due to regulatory considerations, CFBank is only eligible for future advances with a maximum maturity of one year. CFBank is only eligible to borrow under the Federal Reserve Bank’s (FRB) secondary credit program, which involves a higher level of administration. For example, each borrowing request must be individually underwritten and approved by the FRB, CFBank’s collateral is automatically reduced by 10% and the cost of borrowings is 50 basis points higher than under the primary credit program. FRB borrowings are limited to short-term, overnight funding, and are not be available to CFBank for longer term funding needs. Future deterioration in the credit performance of CFBank’s loan portfolio or CFBank’s financial performance, tightening of overall credit policies by the FHLB or FRB, or a decline in the balances of pledged collateral may further reduce CFBank’s borrowing capacity.

CFC previously issued subordinated debentures in connection with the issuance of trust preferred securities to raise additional capital to fund operations. We may seek additional debt or equity capital in the future to achieve our long-term business objectives. However, pursuant to the CFC Cease and Desist Order, CFC may not incur, issue, renew, or rollover or pay interest or principal on any debt, other than liabilities that are incurred in the ordinary course of business to acquire goods and services, and may not increase any lines of credit or guarantee the debt of any entity without the prior non-objection of the Regulators. As a result of these and other factors, our business strategies and future prospects could be adversely impacted.

CFC may not rely on dividends from CFBank for any of CFC’s liquidity needs.

CFC is significantly dependent on dividends from CFBank to provide the liquidity necessary to meet its obligations. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Pursuant to the CFBank Cease and Desist Order, CFBank may not declare or pay dividends or make any other capital distributions without receiving the prior written approval of our Regulators. Future dividend payments by CFBank to CFC would be based on future earnings and regulatory approval. The payment of dividends from CFBank to CFC is not likely to be approved by Regulators while CFBank is suffering significant losses. As a result of the current level of problem assets, the continuing depressed economy and the longer periods of time necessary to workout problem assets in the current economy, there is uncertainty surrounding CFBank’s future ability to pay dividends to CFC. If CFBank is unable to pay dividends, CFC may not have the funds to be able to service its debt, pay its other obligations or pay dividends on CFC’s common stock, which could have a material adverse impact on our financial condition, liquidity and the value of your investment in our common stock.

CFC’s available cash at September 30, 2011 is sufficient to cover operating expenses, at their current level, for approximately 8 months. The Board of Directors elected to defer scheduled dividend payments related to the Preferred Stock beginning with the November 15, 2010 payment, and the interest payments on the subordinated debentures beginning with the December 30, 2010 payment, in order to preserve cash. CFC expects that the Board of Directors will also elect to defer future payments until CFC is recapitalized and, pursuant to the CFC Cease and Desist Order, CFC may not pay dividends on the Preferred Stock or interest on the subordinated debentures without the prior written notice to and written non-objection from the Regulators.

Our continued participation in the TARP Capital Purchase Program may act to depress the market value of CFC’s common stock and hinder our ability to retain and attract well-qualified executives.

Pursuant to the terms of the securities purchase agreement between CFC and Treasury, the ability to declare or pay dividends on any of CFC’s common stock is limited to $0.05 per share per quarter. In addition, CFC is not permitted to declare or pay dividends on common stock if CFC is in arrears on the payment of dividends on the Preferred Stock. In addition, our ability to repurchase outstanding common stock is restricted. The restriction on CFC’s ability to pay dividends may depress the market price of CFC’s common stock.

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As a participant under the TARP Capital Purchase Program, CFC and CFBank must comply with the executive compensation and corporate governance standards imposed by statute and the TARP compensation standards for as long as Treasury holds any securities acquired from CFC under this program. The restrictions on CFC’s and CFBank’s ability to compensate senior executives in relation to executive compensation at companies that are not recipients of TARP funds may limit our ability to retain and recruit senior executives.

Our participation in the TARP Capital Purchase Program could adversely affect our financial condition and results of operations.

Treasury’s ability to change the terms, rules or requirements of the TARP Capital Purchase Program in the future could adversely affect our financial condition and results of operations.

If we are unable to redeem the Preferred Stock after five years, the cost of this capital will increase substantially.

If we are unable to redeem the Preferred Stock prior to February 14, 2014, the annual dividend rate on the Preferred Stock will increase substantially beginning on that date, from 5.0% per annum to 9.0% per annum. Depending on our financial condition at the time, this increase in the annual dividend rate on the Preferred Stock could have a material negative effect on liquidity and results of operations.

The Preferred Stock reduces net income available to holders of CFC’s common stock and earnings per share of common stock, and the Warrant issued to Treasury may be dilutive to holders of CFC’s common stock.

While the additional capital we raised through the TARP Capital Purchase Program provides further funding for our business, our participation has increased the number of diluted outstanding common shares and carries a preferred dividend. The dividends accrued and the accretions of discount on the Preferred Stock reduce the net income available to holders of CFC’s common stock and earnings per common share. Additionally, the ownership interest of the existing holders of CFC’s common stock will be diluted to the extent the Warrant, issued to Treasury in conjunction with the sale to Treasury of the Preferred Stock, is exercised. The common stock underlying the Warrant represented approximately 7.5% of total common shares outstanding as of September 30, 2011. Although Treasury has agreed not to vote any of the common stock it receives upon exercise of the Warrant, a transferee of any portion of the Warrant, or of any common stock acquired upon exercise of the Warrant, would not be bound by this restriction.

We may need to raise additional capital in the future, but that capital may not be available when we need it. Any additional securities issued in a capital raising transaction would dilute your ownership if you did not, or were not permitted to, invest in the additional issuances.

The Regulators are requiring CFBank to raise its tier one (core) capital and total risk-based capital ratios to 8.0% and 12.0%. Even if the stock offering is successful, we may at some point need to raise additional capital, through offerings of our common stock, preferred stock, securities convertible into common stock, or rights to acquire such securities or our common stock, to maintain these required capital ratios and to support our operations and any future growth, as well as to protect against the impact of any further deterioration in our loan portfolio. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time and on our financial performance. The volatility and disruption in the capital and credit markets associated with the current economic environment have reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If the level of market disruption and volatility continue or worsen, our ability to raise additional capital may be disrupted. If we cannot raise additional capital when needed, our results of operations and financial condition may be adversely affected, and our Regulators may subject CFBank to further regulatory enforcement action.

Under our Amended and Restated Certificate of Incorporation, we have additional authorized shares of common stock and preferred stock that we can issue from time to time at the discretion of our Board of Directors, without further action by the stockholders, except where stockholder approval is required by law or Nasdaq requirements.

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The issuance of any additional shares of common stock, preferred stock or convertible securities could be

substantially dilutive to holders of our common stock. Holders of our shares of common stock have no preemptive rights that entitle them to purchase their pro-rata share of any offering of shares of any class or series; therefore, our stockholders may not be permitted to invest in future issuances of our common stock and as a result would be diluted.

Risks Related to the Stock Offering

The current trading price of our common stock is less than the $1.00 purchase price per share in the stock offering.

Our common stock is traded on Nasdaq under the ticker symbol “CFBK,” and the last reported sales price of our common stock on Nasdaq on [ Current Date ], 2012 was $[            ] per share. The purchase price per share of our common stock in the stock offering is $1.00 per share. This price was arrived at pursuant to negotiation between CFC and Timothy T. O’Dell, as the representative of the Standby Purchasers. CFC did not obtain a fairness opinion regarding the purchase price of our common stock in the stock offering. No assurance can be given that you will be able to sell any shares you purchase in the stock offering at or above the $1.00 per share purchase price.

The future price of the shares of common stock may be less than the $1.00 purchase price per share in the stock offering.

If you purchase shares of common stock in the rights offering or public offering, if any, you may not able to sell them later at or above the $1.00 purchase price. The actual market price of our common stock could be subject to wide fluctuations in response to numerous factors, some of which are beyond our control. These factors include, among other things, actual or anticipated variations in our costs of doing business, operating results and cash flow, the nature and content of our earnings releases and our competitors’ earnings releases, changes in financial estimates by securities analysts, business conditions in our markets and the general state of the securities markets and the market for other financial stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, governmental legislation or regulation, as well as general economic and market conditions, such as downturns in our economy and recessions.

Once you exercise your subscription rights in the rights offering, you may not revoke them. If you exercise your subscription rights and, afterwards, the public trading market price of our shares of common stock remains below the $1.00 per share subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price and would have an immediate unrealized loss. Our common stock is traded on Nasdaq under the ticker symbol “CFBK,” and the last reported sales price of our common stock on Nasdaq on [ Current Date ], 2012 was $[            ] per share. We cannot assure you that the market price of our shares of common stock will not decline after you exercise your subscription rights. Moreover, we cannot assure you that following the exercise of your subscription rights you will be able to sell your common stock at a price equal to or greater than the subscription price.

The subscription price determined for the stock offering is not an indication of the fair value of our common stock.

Our Board of Directors has not elected to receive a fairness opinion with respect to the consideration to be paid to CFC prior to the closing of the stock offering. In determining the subscription price, the Board of Directors considered a number of factors, including: the price at which our stockholders might be willing to participate in the rights offering; historical and current trading prices for our common stock; the need for liquidity and capital; negotiations with the Standby Purchasers; and the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In conjunction with its review of these factors, the Board of Directors also reviewed our history and prospects, including our past and present earnings and losses, our prospects for future earnings, our current financial condition and regulatory status. The $1.00 per share subscription price is not necessarily related to our book value or any other established criteria of fair value and may or may not be considered the fair value of our common stock to be offered in the rights offering. After the date of this prospectus, our shares of common stock may continue to trade at prices below the subscription price.

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The stock offering may reduce your percentage ownership in CFC.

If you choose not to exercise your basic subscription rights in full, your ownership interest in CFC will be diluted as a result of the stock offering. Even if you fully exercise your basic subscription rights, but do not exercise a certain level of over-subscription rights, you may experience dilution as a result of the sale of shares to the Standby Purchasers, who have agreed to acquire from us 5,035,000 shares of common stock. Assuming that we sell the maximum number of shares in the stock offering and that existing stockholders do not exercise any basic subscription rights, the purchase by the Standby Purchasers and the sale of shares in the stock offering will dilute your ownership interest by up to 87.9%.

After the consummation of the stock offering, a significant amount of our common stock will be concentrated in the hands of the Standby Purchasers. Your interests may not be the same as the interests of the Standby Purchasers.

Upon the completion of the stock offering, the Standby Purchasers will own approximately 18.9% of our common stock at the minimum, and 14.8% of our common stock at the maximum of the offering range. In addition, subject to receipt of Regulatory approval, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the Board of Directors of CFC and CFBank and to appoint Mr. O’Dell and Mr. Perry as Chief Executive Officer and President, respectively. As a result, the Standby Purchasers will have the ability to significantly influence, along with our existing directors, matters generally requiring stockholder approval. These matters include the election of directors and the approval of significant corporate transactions, including potential mergers, consolidations or sales of all or substantially all of our assets. Your interests as a holder of the common stock may differ from the interests of the Standby Purchasers.

You may not revoke your exercise of subscription rights; we may terminate the rights offering.

Once you have exercised your subscription rights, you may not revoke your exercise even if you learn information about us that you consider to be unfavorable. We may terminate the rights offering at our discretion, including without limitation if we fail to sell at least 17,465,000 shares (excluding the sale of 5,035,000 shares to the Standby Purchasers) and raise at least $16.5 million in net proceeds in the stock offering. If we terminate the rights offering, none of CFC, the subscription/escrow agent or their respective directors or officers will have any obligation to you with respect to the rights except to return any payment received by the subscription/escrow agent, without interest.

You will not be able to sell the shares you buy in the stock offering until your account is credited with the shares of common stock.

If you purchase shares of our common stock in the stock offering, we will mail you a confirmation that the shares have been credited to you in book-entry form as soon as practicable. No stock certificates will be issued. If your shares are held by a custodian bank, broker, dealer or other nominee and you purchase shares of our common stock, your account with your nominee will be credited with the shares of common stock you purchased. Until your account is credited, you may not be able to sell your shares, even though the common stock issued will be listed for trading on Nasdaq. The stock price may decline between the time you decide to sell your shares and the time you are actually able to sell your shares.

Although publicly traded, our common stock has substantially less liquidity than the average liquidity of stocks listed on Nasdaq.

Although our common stock is listed for trading on Nasdaq, our common stock has substantially less liquidity than the average liquidity for companies listed on Nasdaq. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This marketplace depends on the individual decisions of investors and general economic and market conditions over which we have no control. This limited market may affect your ability to sell your shares on short notice, and the sale of a large number of shares at one time could temporarily depress the market price of our common stock. For these reasons, our common stock should not be viewed as a short-term investment.

32

The market price of our common stock may fluctuate in the future, and this volatility may be unrelated to our performance. General market price declines or overall market swings in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

Our common stock may not be eligible for continued listing on Nasdaq.

On July 13, 2011 the Company received notice from Nasdaq that it does not comply with the minimum bid price requirement for continued listing on Nasdaq. The Company has until July 9, 2012 to regain compliance with this requirement. While our Board of Directors has received stockholder approval to affect a reverse stock split in a ratio of up to five old shares for one new share, it is possible that the public trading price of our common stock could nevertheless fail to meet the minimum requirements necessary to maintain our listing on Nasdaq.

We have broad discretion in the use of proceeds of the stock offering.

Other than an investment in CFBank, we have not designated the anticipated net proceeds of the stock offering for specific uses. Accordingly, our management will have considerable discretion in the application of the net proceeds of the stock offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. See “Use of Proceeds.”

CFC could, as a result of the stock offering, including the shares issued to the Standby Purchasers, and/or future investments in our common stock by holders of 5% or more of our common stock, experience an “ownership change” for tax purposes that could cause CFC to permanently lose a significant portion of its net operating loss carry-forwards, or reduce the annual amount that can be recognized to offset future income.

As of December 31, 2010, CFC had no net deferred tax asset reflected on its balance sheet. In the event an “ownership change” does not occur, CFC could have available up to $13.2 million (as of December 31, 2010) in net operating loss carry-forwards which could be used to reduce taxes due on future income.

Even if these transactions do not cause CFC to experience an “ownership change,” these transactions materially increase the risk that CFC could experience an “ownership change” in the future. As a result, issuances or sales of common stock or other securities in the future (including common stock issued to the Standby Purchasers), or certain other direct or indirect changes in ownership, could result in an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (the Code). In the event an “ownership change” was to occur, CFC could realize a permanent loss, and/or a reduction of the annual amount that can be recognized to offset future income, of a significant portion of its net operating loss carry-forwards.

CFC established a valuation allowance against its U.S. federal deferred tax assets as of December 31, 2009, because CFC believed, based on its analysis as of that date, that it was not more likely than not that all of these assets would be realized. Section 382 of the Code imposes restrictions on the use of a corporation’s net operating losses, certain recognized built-in losses and other carryovers after an “ownership change” occurs. An “ownership change” is generally a greater than 50 percentage point increase by certain “5% stockholders” during the testing period, which is generally the three year-period ending on the transaction date. Upon an “ownership change,” a corporation generally is subject to an annual limitation on its pre-change losses and certain recognized built-in losses equal to the value of the corporation’s market capitalization immediately before the “ownership change” multiplied by the long-term tax-exempt rate (subject to certain adjustments). The annual limitation is increased each year to the extent that there is an unused limitation in a prior year. Since U.S. federal net operating losses generally may be carried forward for up to 20 years, the annual limitation also effectively provides a cap on the cumulative amount of pre-change losses and certain recognized built-in losses that may be utilized. Pre-change losses and certain recognized built-in losses in excess of the cap are effectively lost.

The relevant calculations under Section 382 of the Code are technical and highly complex. Prospective investors in our common stock should consult with their own tax advisors regarding the potential effects of the stock offering on CFC’s net operating loss carry-forwards. The loss of these net operating loss carry-forwards would have a material adverse effect on CFC.

33

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

Our selected consolidated financial data is presented below as of and for the nine months ended September 30, 2011and September 30, 2010, and as of and for the years ended December 31, 2006 through 2010. Our selected consolidated financial data presented below as of December 31, 2010 and 2009 and for each of the years in the three-year period ended December 31, 2010, are derived from our audited financial statements and related notes incorporated by reference in this prospectus. Selected consolidated financial data as of December 31, 2008, 2007 and 2006 and for each of the years in the two-year period ended December 31, 2007 has been derived from our audited consolidated financial statements. Our selected consolidated financial data as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010 are derived from our unaudited interim consolidated financial statements incorporated by reference in this prospectus. In the opinion of our management, such amounts contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly our financial position and results of operations for such periods in accordance with generally accepted accounting principles. Our results for the nine months ended September 30, 2011 are not necessarily indicative of our results of operations that may be expected for any future period.

	At September  30, 2011		At December 31,
			2010		2009		2008		2007		2006
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	265,388	$	275,232	$	273,742	$	277,781	$	279,582	$	236,028
Cash and cash equivalents		63,816		34,275		2,973		4,177		3,894		5,403
Securities available for sale		20,024		28,798		21,241		23,550		28,398		29,326
Loans held for sale		2,262		1,953		1,775		284		457		2,000
Loans, net(1)		158,496		190,767		232,003		234,924		230,475		184,695
Allowance for loan losses		6,955		9,758		7,090		3,119		2,684		2,109
Nonperforming assets		7,650		14,566		13,234		2,412		574		297
Foreclosed assets		2,370		4,509		—		—		86		—
Other intangible assets		99		129		169		—		—		—
Deposits		226,744		227,381		211,088		207,647		194,308		167,591
FHLB advances		15,742		23,942		32,007		29,050		49,450		32,520
Subordinated debentures		5,155		5,155		5,155		5,155		5,155		5,155
Total stockholders’ equity		11,431		15,989		23,227		33,075		27,379		29,085

	Nine Months ended September 30,						Year ended December 31,
	2011			2010			2010			2009			2008		2007			2006
	(Dollars in thousands)
Summary of Operations:
Total interest income	$	7,508		$	9,711		$	12,617		$	14,446		$	16,637	$	17,523		$	13,654
Total interest expense		2,676			3,245			4,183			5,947			7,935		9,795			6,889
Net interest income		4,832			6,466			8,434			8,499			8,702		7,728			6,765
Provision for loan losses		2,256			7,303			8,468			9,928			917		539			820
Net interest income (loss) after provision for loan losses		2,576			(837	)		(34	)		(1,429	)		7,785		7,189			5,945
Noninterest income:
Net gain (loss) on sale of securities		232			468			468			—			54		—			(5	)
Other		572			922			1,326			1,377			894		728			828
Total noninterest income		804			1,390			1,794			1,377			948		728			823
Noninterest expense		7,446			6,425			8,432			8,262			7,749		7,997			6,849
Income (loss) before income taxes		(4,066	)		(5,872	)		(6,672	)		(8,314	)		984		(80	)		(81	)
Income tax expense (benefit)		—			8			198			1,577			261		(63	)		(44	)
Net income (loss)	$	(4,066	)	$	(5,880	)	$	(6,870	)	$	(9,891	)	$	723	$	(17	)	$	(37	)
Net income (loss) available to common stockholders	$	(4,383	)	$	(6,187	)	$	(7,280	)	$	(10,298	)	$	694	$	(17	)	$	(37	)

(See footnotes on next page)

34

	At or for the Nine Months
	ended September 30,						At or for the Year ended December 31,
	2011			2010			2010			2009			2008			2007			2006
Selected Financial Ratios and Other Data:
Performance Ratios: (2)
Return on average assets		(1.94	%)		(2.74	%)		(2.41	%)		(3.45	%)		.26	%		(.01	%)		(.02	%)
Return on average equity		(40.61	%)		(38.50	%)		(35.52	%)		(32.95	%)		2.68	%		(.06	%)		(.12	%)
Average yield on interest-earning assets (3)		3.87	%		4.87	%		4.76	%		5.32	%		6.38	%		7.23	%		6.84	%
Average rate paid on interest-bearing liabilities		1.47	%		1.78	%		1.73	%		2.50	%		3.38	%		4.50	%		4.00	%
Average interest rate spread (4)		2.40	%		3.09	%		3.03	%		2.82	%		3.00	%		2.73	%		2.84	%
Net interest margin, fully taxable equivalent (5)		2.49	%		3.25	%		3.18	%		3.13	%		3.34	%		3.19	%		3.39	%
Interest-earning assets to interest-bearing liabilities		106.67	%		109.69	%		109.74	%		114.59	%		111.33	%		111.47	%		115.83	%
Efficiency ratio (6)		116.15	%		86.56	%		85.98	%		83.60	%		80.75	%		94.57	%		90.20	%
Noninterest expense to average assets		3.55	%		2.99	%		2.96	%		2.88	%		2.79	%		3.08	%		3.20	%
Common stock dividend payout ratio		n/m			n/m			n/m			n/m			125.00	%		n/m			n/m
Capital Ratios: (2)
Equity to total assets at end of period		4.31	%		5.77	%		5.81	%		8.48	%		11.91	%		9.79	%		12.32	%
Average equity to average assets		4.78	%		7.11	%		6.79	%		10.47	%		9.72	%		10.81	%		13.89	%
Tangible capital ratio (7)		5.55	%		6.58	%		6.59	%		8.87	%		9.16	%		8.48	%		9.79	%
Core capital ratio (7)		5.55	%		6.58	%		6.59	%		8.87	%		9.16	%		8.48	%		9.79	%
Total risk-based capital ratio (7)		10.41	%		10.53	%		10.68	%		11.72	%		11.58	%		11.01	%		12.55	%
Tier 1 risk-based capital ratio (7)		9.13	%		9.25	%		9.41	%		10.46	%		10.51	%		9.89	%		11.49	%
Asset Quality Ratios: (2)
Nonperforming loans to total loans (8)		3.19	%		5.02	%		5.02	%		5.54	%		1.01	%		.21	%		.16	%
Nonperforming assets to total assets (9)		2.88	%		4.54	%		5.29	%		4.83	%		.87	%		.21	%		.13	%
Allowance for loan losses to total loans		4.20	%		4.73	%		4.87	%		2.97	%		1.31	%		1.15	%		1.13	%
Allowance for loan losses to nonperforming loans (8)		131.72	%		94.20	%		97.03	%		53.57	%		129.31	%		550.00	%		710.10	%
Net charge-offs (recoveries) to average loans		3.70	%		2.58	%		2.63	%		2.47	%		.20	%		(.02	%)		.13	%
Per Share Data:
Basic earnings (loss) per common share	$	(1.06	)	$	(1.51	)	$	(1.77	)	$	(2.51	)	$	0.16		$	—		$	(0.01	)
Diluted earnings (loss) per common share		(1.06	)		(1.51	)		(1.77	)		(2.51	)		0.16			—			(0.01	)
Dividends declared per common share		—			—			—			—			0.20			0.28			0.36
Tangible book value per common share at end of period		1.02			2.27			2.13			3.91			6.36			6.17			6.40

(1) Loans, net represents the recorded investment in loans net of the allowance for loan and lease losses.

(2) Asset quality ratios and capital ratios are end-of-period ratios. All other ratios are based on average monthly balances during the indicated periods.

(3) Calculations of yield are presented on a tax equivalent basis using the federal income tax rate of 34%.

(4) The average interest rate spread represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(5) The net interest margin represents net interest income as a percent of average interest-earning assets.

(6) The efficiency ratio equals noninterest expense (excluding amortization of intangibles and foreclosed assets expense) divided by net interest income plus noninterest income (excluding gains or losses on securities transactions).

(7) Regulatory capital ratios of CFBank.

(8) Nonperforming loans consist of nonaccrual loans and other loans 90 days or more past due and excludes troubled debt restructurings performing in accordance with their modified terms for which CFBank continues or has resumed the accrual of interest.

(9) Nonperforming assets consist of nonperforming loans and foreclosed assets.

n/m—not meaningful

35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in, or incorporated by reference into this prospectus that are not statements of historical fact are forward-looking statements which are made in good faith by us. Forward-looking statements include, but are not limited to: (1) projections of revenues, income or loss, earnings or loss per common share, capital structure and other financial items; (2) plans and objectives of CFC’s or CFBank’s management or Boards of Directors; (3) statements regarding future events, actions or economic performance; and (4) statements of assumptions underlying such statements. Words such as “estimate,” “strategy,” “may,” “believe,” “anticipate,” “expect,” “predict,” “will,” “intend,” “plan,” “targeted,” and the negative of these terms, or similar expressions, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Various risks and uncertainties may cause actual results to differ materially from those indicated by our forward-looking statements. The following factors could cause such differences:

• a continuation of current high unemployment rates and difficult economic conditions or adverse changes in general economic conditions and economic conditions in the markets we serve, any of which may affect, among other things, our level of nonperforming assets, charge-offs, and provision for loan loss expense;

• changes in interest rates that may reduce net interest margin and impact funding sources;

• our ability to maintain sufficient liquidity to continue to fund our operations;

• our ability to reduce our high level of non-performing assets and operating expenses;

• changes in market rates and prices, including real estate values, which may adversely impact the value of financial products including securities, loans and deposits;

• the possibility of other-than-temporary impairment of securities held in our securities portfolio;

• results of examinations of CFC and CFBank by the Regulators, including the possibility that the Regulators may, among other things, require CFBank to increase its allowance for loan losses or write-down assets;

• our ability to meet the requirements of the CFC and CFBank Cease and Desist Orders issued by Regulators;

• the uncertainties arising from CFC’s participation in the TARP Capital Purchase Program, including the impact on employee recruitment and retention and other business and practices, and uncertainties concerning the potential redemption by us of Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption;

• changes in tax laws, rules and regulations;

• various monetary and fiscal policies and regulations, including those determined by the Fed, the FDIC and the OCC;

• competition with other local and regional commercial banks, savings banks, credit unions and other non-bank financial institutions;

• our ability to grow our core businesses;

• technological factors which may affect our operations, pricing, products and services;

• unanticipated litigation, claims or assessments; and

• management's ability to manage these and other risks.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. CFC believes it has chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. The forward-looking statements included in this report speak only as of the date of the report. We undertake no obligation to publicly release revisions to any forward-looking statements to reflect events or circumstances after the date of such statements, except to the extent required by law.

USE OF PROCEEDS

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the stock offering will be until the stock offering is completed, we estimate that the aggregate net proceeds from the stock offering, after deducting estimated offering expenses, will be between $21.3 million and $28.4 million. We intend to invest $13.5 million of the net proceeds in CFBank to improve its regulatory capital position and to retain the remainder of the net proceeds. The net proceeds we retain may be used for general corporate purposes. Other

36

than an investment in CFBank, we currently have no arrangements or understandings regarding any specific use of proceeds.

The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses will increase if shares of common stock not purchased in the rights offering are sold in the public offering of shares.

MARKET FOR THE COMMON STOCK AND DIVIDEND INFORMATION

CFC’s common stock trades under the symbol “CFBK” on Nasdaq. CFC had 4,128,198 shares of common stock outstanding and approximately 508 holders of record at [ Record Date ]. On [ Recent Date ], the most recent practicable date before the date of this prospectus, the closing price of our common stock as reported on Nasdaq was $[            ] per share.

Regulations applicable to all federal savings banks, such as CFBank, limit the dividends that may be paid by CFBank to CFC. Any dividends paid may not reduce CFBank’s capital below minimum regulatory requirements. Pursuant to the CFBank Cease and Desist Order, CFBank may not declare or pay a dividend without receiving prior Regulatory approval.

There were no quarterly cash dividends declared on CFC’s outstanding common stock during the nine months ended September 30, 2011, or the years ended December 31, 2010 or 2009. Pursuant to the CFC Cease and Desist Order, CFC may not declare or pay a dividend, or repurchase or redeem its capital stock, without receiving prior Regulatory approval.

The following table sets forth, for the periods indicated, the high and low sales prices per share of CFC’s common stock as reported on Nasdaq.

	High		Low		Dividends
Year ending December 31, 2012
First quarter (through January 31)	$	0.80	$	0.61	$	—
Year ended December 31, 2011
Fourth quarter	$	1.00	$	0.61	$	—
Third quarter	$	1.05	$	0.66	$	—
Second quarter		1.53		0.53		—
First quarter		2.26		0.51		—
Year ended December 31, 2010
Fourth quarter	$	1.25	$	0.45	$	—
Third quarter		1.70		0.88		—
Second quarter		2.00		1.19		—
First quarter		1.87		0.83		—
Year ended December 31, 2009
Fourth quarter	$	2.60	$	1.05	$	—
Third quarter		3.00		1.85		—
Second quarter		3.50		2.26		—
First quarter		3.45		2.00		—

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CAPITALIZATION

The following table presents our historical consolidated capitalization at September 30, 2011 and our pro forma consolidated capitalization after giving effect to the sale and receipt of net proceeds at the minimum and maximum of the offering range of the stock offering. The table also sets forth the historical regulatory capital ratios of CFBank at September 30, 2011 and the pro forma regulatory capital ratios of CFBank assuming the receipt by CFBank of $13.5 million of net proceeds (further assuming that 75.0% of the proceeds received by CFBank were invested in assets with a risk weighting of 20%.)

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							Pro Forma Capitalization Based Upon the Sale of
(Dollars in thousands, except per share data)	Capitalization  at September 30, 2011			Regulatory Capital Required by CFBank Cease and Desist Order			Minimum of Stock  Offering Range: 22,500,000 Shares at  $1.00 Per Share			Maximum of Stock  Offering Range: 30,000,000 Shares at  $1.00 Per Share
Stockholders’ equity:
Serial preferred stock, $.01 par value, 1,000,000 shares authorized, 7,225 issued	$	7,107					$	7,107		$	7,107
Common stock $0.01 par value, 50,000,000 shares authorized; shares to be issued as reflected (1)		47						272			347
Common stock warrants (2)		217						1,940			2,515
Additional paid-in capital		27,575						46,921			53,359
Retained earnings (accumulated deficit)		(20,696	)					(20,696	)		(20,696	)
Accumulated other comprehensive income		426						426			426
Treasury stock, at cost		(3,245	)					(3,245	)		(3,245	)
Total stockholders’ equity	$	11,431					$	32,725		$	39,813
Total shares outstanding		4,127,798						26,627,798			34,127,798
Total stockholders’ equity as a percentage of total assets (all tangible)		4.27	%					11.38	%		13.52	%
Tangible book value per common share	$	1.02					$	0.96		$	0.96
Regulatory capital ratios of CFBank:
Tangible capital ratio		5.55	%		N/A			10.16	%		10.16	%
Core capital ratio		5.55	%		8.00	%		10.16	%		10.16	%
Total risk-based capital ratio		10.41	%		12.00	%		18.22	%		18.22	%
Tier 1 risk-based capital ratio		9.13	%		N/A			16.98	%		16.98	%

⁽¹⁾  The number of shares of common stock to be outstanding after the stock offering is based on the number of shares outstanding as of September 30, 2011 and excludes 223,280 shares of our common stock issuable upon exercise of outstanding options on such date, at a weighted average exercise price of $4.84, and the additional warrant issued to Treasury in connection with the issuance of Preferred Stock under the TARP program. The number of shares of common stock outstanding does not include 400 shares issued upon the exercise of options on November 30, 2011.

⁽²⁾  The warrants to be outstanding after the stock offering are based on the Warrant issued to Treasury in connection with the issuance of Preferred Stock under the TARP program which was outstanding as of September 30, 2011 and the allocated fair value of 7,500,000 and 10,000,000 warrants to be issued at the minimum and maximum of the stock offering range, respectively.

SUBSCRIPTIONS BY CURRENT DIRECTORS AND EXECUTIVE OFFICERS AND PROPOSED NEW DIRECTORS AND EXECUTIVE OFFICERS

Our current directors and executive officers, together with their affiliates, intend to purchase approximately 258,500 shares in the rights offering. The purchase price paid by our current directors and executive officers, together with their affiliates, will be $1.00 per share, the same price paid by all other persons who purchase shares of our common stock in the rights offering. Following the stock offering, our current directors and executive officers, together with their affiliates, are expected to own approximately 466,823 shares of common stock, or between 1.8% and 1.4% of our total outstanding shares of common stock, assuming the sale at the minimum and maximum of the offering range, respectively. Following the stock offering, our current directors and five new directors and executive officers are expected to own approximately 2,766,823 shares of common stock, or between 10.4% and 8.1% of our total outstanding shares of common stock, assuming the sale at the minimum and maximum of the offering range,

39

respectively. The following table shows the existing ownership and intended purchases of our current directors and executive officers and five new directors and executive officers.

	Existing Ownership		Intended Purchase
	Number of Shares
Current Directors and Executive Officers
Jerry F. Whitmer, Current Chairman of the Board, Director		8,000		100,000
Jeffrey W. Aldrich, Director		25,596		15,000
Thomas P. Ash, Director		26,478		20,000
William R. Downing, Director		34,192		75,000
Gerry W. Grace, Director		47,307		15,000
Eloise L. Mackus, Current Chief Executive Officer, General Counsel and Secretary		36,250		25,000
Therese A. Liutkus, Current President, Treasurer and Chief Financial Officer		27,000		5,000
Other current executive officers		3,500		3,500
All current directors and executive officers as a group (9 persons)		208,323		258,500
Proposed New Directors and Executive Officers
Robert E. Hoeweler, Proposed New Chairman of the Board, Director		—		150,000
James Howard Frauenberg, II, Proposed New Director		—		500,000
Donal Malenick, Proposed New Director		—		400,000
Timothy T. O’Dell, Proposed New Director, Chief Executive Officer		—		500,000
Thad R. Perry, Proposed New Director, President		—		750,000
All proposed new directors and executive officers as a group (5 persons)		—		2,300,000
All current and proposed new directors and executive officers as a group (14 persons)		208,323		2,558,500

MANAGEMENT

Information regarding our existing management is set forth in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 31, 2011 and incorporated herein by reference. See “Incorporation by Reference.” Additional information regarding director and executive officer compensation for 2011 is set forth below.

Directors’ Compensation

Directors’ Fees. Each director is paid an annual retainer in the amount of $15,000, which includes a retainer of $3,000 for service as a director of CFC and a retainer of $12,000 for service as a director of CFBank. The Chairman of the Board receives an additional $9,500 per year, and the Audit Committee Chairman, who is also the Committee’s financial expert, receives an additional $3,000 per year. The Chairman of the Board received an additional $90,000 during 2011.

Stock Based Compensation Plans. CFC maintains the 2009 Equity Compensation Plan for the benefit of employees and outside directors of CFC and CFBank. For more information on this plan, see Note 15 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2010.

Director Compensation Table. The following table summarizes compensation paid to each director who was not a named executive officer during the year ended December 31, 2011.

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	Director Compensation for 2011
Name	Fees Earned or Paid in Cash ($) (1)		All Other Compensation ($) (2) (3)		Total ($)
Jerry F. Whitmer	$	114,500	$	100	$	114,600
Jeffrey W. Aldrich		15,000		3,437		18,437
Thomas P. Ash		18,000		1,427		19,427
William R. Downing		15,000		100		15,100
Gerry W. Grace		15,000		100		15,100

⁽¹⁾  The “Fees Earned” column for Mr. Ash includes $3,000 in fees related to service as the Audit Committee Chairman, and for Mr. Whitmer, $99,500 in fees related to service as Chairman of the Board.

⁽²⁾  The amounts shown in the “All Other Compensation” column include costs associated with life insurance benefits of $3,337 for Mr. Aldrich and $1,327 for Mr. Ash.

⁽³⁾  The amounts shown in the “All Other Compensation” column include a $100 holiday bonus for each named director.

As of December 31, 2011, each director had a total of 5,000 options outstanding. No director held any unvested option or restricted stock awards. No stock or option awards were granted in 2011.

Compensation of Executive Officers

Summary Compensation Table. The following table summarizes compensation for our Chief Executive Officer and our two most highly compensated executive officers other than the CEO for the years ended December 31, 2011 and 2010.

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Summary Compensation Table for 2011
Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
Eloise L. Mackus		2011	$	180,000	$	100	$	—	$	—	$	2,700	$	182,800
Chief Executive Officer, General Counsel and Corporate Secretary		2010		159,167		—		21,750		7,597		2,248		190,762
Therese A. Liutkus		2011		175,000		100		—		—		2,625		177,725
President, Treasurer and		2010		154,167		—		21,750		7,597		1,417		184,931
Chief Financial Officer
John S. Lawell		2011		105,000		15,800		—		—		2,414		123,214
Senior Vice President, Operations,		2010		99,583		—		—		1,211		1,994		102,788
CFBank

⁽¹⁾  The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of awards granted during the year related to non-option stock awards, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions we used to calculate the value of non-option stock awards, see Note 15 to our consolidated financial statements on pages 62-63 of our annual report on Form 10-K for the year ended December 31, 2010.

⁽²⁾  The amount included in the “Option Awards” column represents the aggregate grant date fair value of awards granted during the year related to stock options, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions we used to calculate the value of option awards, see Note 15 to our consolidated financial statements on pages 62-63 of our annual report on Form 10-K for the year ended December 31, 2010.

⁽³⁾  The amounts shown in the “All Other Compensation” column represent employer matching contributions to the 401(k) plan.

Outstanding Equity Awards at Fiscal Year End. The following table shows information regarding equity awards outstanding to our named executive officers as of December 31, 2011.

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Outstanding Equity Awards at Fiscal Year-End for 2011
	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Eloise L. Mackus		7,000			$	12.70		7/7/13		10,000	$	6,200
		7,500				12.60		4/15/14
		3,000				10.42		5/19/15
		1,750				7.35		2/15/17
		4,000				4.03		3/20/18
		10,000				3.29		10/16/18
		5,000		10,000		1.45		7/15/20
Therese A. Liutkus		7,000				13.76		3/18/14		10,000		6,200
		7,500				12.60		4/15/14
		3,000				10.42		5/19/15
		1,250				7.35		2/15/17
		3,250				4.03		3/20/18
		8,500				3.29		10/16/18
		5,000		10,000		1.45		7/15/20
John S. Lawell		3,000				12.60		4/15/14		—		—
		3,000				10.42		5/19/15
		1,000				7.35		2/15/17
		2,250				4.03		3/20/18
		2,500				3.29		10/16/18
		2,000		4,000		0.63		12/16/20

(1) The unexercisable Option Awards as of December 31, 2011 have a vesting date or will vest as follows:

Date		Ms. Mackus		Ms. Liutkus		Mr. Lawell
	6/30/12		5,000		5,000		—
	11/30/12		—		—		2,000
	6/30/13		5,000		5,000		—
	11/30/13		—		—		2,000
			10,000		10,000		4,000

(2) The Stock Awards that have not vested as of December 31, 2011 have a vesting date or will vest as follows:

Date	Ms. Mackus		Ms. Liutkus		Mr. Lawell
6/30/12		5,000		5,000		—
6/30/13		5,000		5,000		—
		10,000		10,000		—

(3) Based on the $.62 closing price of our common stock as of December 31, 2011.

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Equity Compensation Plan Information. The following table sets forth information about CFC common stock that may be issued upon exercise of options, warrants and rights under all of CFC’s equity compensation plans as of December 31, 2011.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by stockholders		216,480	$	4.97		1,158,058
Equity compensation plans not approved by stockholders		—		—		—
Total		216,480	$	4.97		1,158,058

THE STANDBY PURCHASE AGREEMENTS

We have entered into standby purchase agreements with the Standby Purchasers, who have agreed to acquire from us, at the subscription price of $1.00 per share, 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase upon the receipt by CFC of $16.5 million in net proceeds from the rights offering and the public offering, if any. As a result, the purchase by the Standby Purchasers is conditioned on the sale by CFC of 17,465,000 shares in the rights offering and the public offering, if any.

Prior to making their commitment to purchase shares of our common stock, Timothy T. O’Dell, on behalf of the Standby Purchasers, executed a non-disclosure agreement and accordingly gained access to nonpublic information about CFC. Subsequently, we negotiated and entered into standby purchase agreements with the Standby Purchasers. The following summarizes the material terms of the standby purchase agreements. A form of the standby purchase agreements has been filed as an exhibit to the registration statement of which this prospectus is a part. We urge you to carefully read the entire document.

Covenants of CFC Under the Standby Purchase Agreements. The standby purchase agreements contain covenants of CFC and CFBank to operate in the ordinary course of business, consistent with the limitations imposed by the Cease and Desist Orders, and CFC has agreed to use its best efforts to obtain the written agreement of the Treasury to redeem the Preferred Stock at a discount to the stated redemption price. In discussions with Treasury, CFC’s proposals to redeem the Preferred Stock at a discount have been rejected. Unless Treasury changes its view, CFC does not intend to redeem any of the Preferred Stock at this time.

Conditions to Closing by the Standby Purchasers. The standby purchase agreements provide that the obligations of the Standby Purchasers to complete the purchase of CFC common stock are subject to satisfaction or waiver of the following conditions:

• the Fed must approve the holding company or change in control act application of those members of the Standby Purchasers who will become directors of CFC, without the imposition of any restriction or condition which such persons determine, in their reasonable discretion, is unduly burdensome;

• the representations and warranties of CFC contained in the standby purchase agreements must be true and CFC must perform its obligations under the standby purchase agreements;

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• trading in CFC’s common stock shall not have been suspended by the SEC or Nasdaq or trading in securities generally on Nasdaq shall not have been suspended or limited;

• all required regulatory approvals for the sale of CFC’s common stock in the stock offering have been received with conditions reasonably satisfactory to those members of the Standby Purchasers who will become directors of CFC;

• no material adverse effect shall have occurred with respect to CFC since the execution of the standby purchase agreements;

• CFC shall have taken all requisite corporate action to increase the size of its Board of Directors to 10 seats effective immediately following the closing of the stock offering, five representatives of the Standby Purchasers shall have been appointed to the Board of Directors of CFC to serve for initial terms and CFC shall have agreed to nominate these five persons to serve at least one additional full three year term;

• CFC shall have elected Robert E. Hoeweler (who is one of the Standby Purchasers) as the Chairman of the Board and Timothy T. O’Dell and Thad R. Perry (who are also Standby Purchasers) as Chief Executive Officer and President of CFC, respectively;

• the aggregate Tier 1 Capital of CFBank as defined by applicable regulations must be 8% or greater following completion of the stock offering and any redemption of the Preferred Stock;

• CFC shall have received aggregate net proceeds of at least $16.5 million from the stock offering, excluding proceeds from the Standby Purchasers, less any discount to the stated redemption price of the Preferred Stock agreed to by the Treasury;

• the OCC shall have modified the CFBank Cease and Desist Order to eliminate the following provisions: (i) paragraph 9 regarding the submission of a contingency plan; paragraph 12 prohibiting non-homogeneous lending (waived by the OCC on November 9, 2011); paragraph 14 limiting CFBank’s ability to release borrowers and guarantors from liability on loans (waived by the OCC on November 9, 2011); paragraph 21 concerning a management succession plan; paragraph 33 limiting asset growth; paragraph 24(b) regarding the maintenance of sufficient short-term liquidity; paragraph 38 limiting CFBank’s ability to accept brokered deposits; and paragraph 39 limiting capital distributions by CFBank;

• the Fed shall have modified the CFC Cease and Desist Order to eliminate the following provisions: (i) paragraph 8 limiting capital distributions by CFC and (ii) paragraph 9 limiting CFC’s ability to incur new debt or make changes in or payments on existing debt;

• subject to the approval of the Regulators, the payment of $90,000 shall have been made to Mr. O’Dell, on behalf of himself, Mr. Perry and Mr. Hoeweler, in consideration of their efforts in connection with the negotiation of the standby purchase agreements.

Notices have been filed with the appropriate Regulators by the Standby Purchasers and CFBank requesting the approvals and modifications set forth above. These notices are still being reviewed and a decision is expected prior to or shortly following completion of the rights offering. However, the Fed has advised the Standby Purchasers that no modifications to the CFC Cease and Desist Order will be made until after the Fed completes a regulatory examination. The OCC has not yet responded to CFBank’s request for a modification of the CFBank Cease and Desist Order.

Mr. O’Dell, on behalf of the Standby Purchasers, may waive any of the foregoing conditions to the obligations of the Standby Purchasers, and has indicated that he intends to waive the condition to closing regarding the Fed modification of the CFC Cease and Desist Order.

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Each proposed new director will be compensated as all current directors are compensated. There are no formal agreements or arrangements with the proposed new directors. Neither the proposed Chief Executive Officer, nor the proposed President will receive any employment or severance agreement. Each will receive a salary to be determined by the board of directors and will be eligible to participate in any bonus, pension, medical or other compensation and benefit plan available to executive officers.

Conditions to Closing by CFC. The standby purchase agreements provide that the obligation of CFC to issue and sell CFC common stock to the Standby Purchasers is subject to satisfaction or waiver of the following conditions:

• the representations and warranties of the Standby Purchasers contained in the standby purchase agreements must be true and the Standby Purchasers must perform their obligations under the standby purchase agreements;

• the entry by each of the five Standby Purchasers who will become directors of CFC into six month agreements not to sell the shares of common stock of CFC they purchase pursuant to the standby purchase agreements.

Conditions to Closing by Both the Standby Purchasers and CFC. The standby purchase agreements provide that the obligation of CFC to issue and sell CFC common stock to the Standby Purchasers and the obligation of the Standby Purchasers to complete the purchase of CFC common stock are subject to satisfaction or waiver of the following conditions:

• no judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the stock offering;

• no stop order suspending the effectiveness of the registration statement of which this prospectus is a part shall have been issued, initiated or threatened by the SEC;

• the authorization for listing on Nasdaq of all of the shares of CFC’s common stock issuable pursuant to the stock offering, as well as the shares of common stock issuable pursuant to the exercise of the warrants, shall have been received.

Termination Provisions in the Standby Purchase Agreements. The standby purchase agreements contain certain termination rights for CFC and the Standby Purchasers, as the case may be, which may be triggered:

• by the Standby Purchasers in the event of a material adverse effect on CFC or a trading halt in CFC’s common stock or a general suspension of trading in securities on Nasdaq which is not promptly cured;

• by the Standby Purchasers if any condition to closing cannot be satisfied or the Standby Purchasers reasonably believe that any condition cannot be satisfied;

• by the Standby Purchasers if any purchaser in the stock offering, including any associates or group acting in concert, but excluding any Standby Purchaser approved by Mr. O’Dell, would own more than 9.9% (or, as to CFC’s largest stockholder at 11% of currently outstanding shares, 15%) of CFC’s outstanding common stock immediately following completion of the stock offering;

• by the Standby Purchasers on the one hand, or CFC on the other hand, if there is a material breach of the standby purchase agreements by the other party that is not promptly cured;

• by the Standby Purchasers on the one hand, or CFC on the other hand, if the consummation of the transactions contemplated by the standby purchase agreements has not taken place by April 15, 2012 through no fault of the terminating party;

• by the Standby Purchasers on the one hand, or CFC on the other hand, if consummation of the issuance and sale of common stock to the Standby Purchasers is prohibited by law, rule or regulation;

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• by CFC in the event it determines that it is not in the best interests of CFC and its stockholders to complete the stock offering;

• by CFC, prior to stockholder approval of the issuance and sale of common stock to the Standby Purchasers, in the event CFC receives a superior proposal and the failure to terminate the standby purchase agreements would be reasonably likely to cause CFC’s Board of Directors to violate its fiduciary duties under applicable law.

In the event CFC terminates the standby purchase agreements as a result of its determination that it is not in the best interests of CFC and its stockholders to complete the stock offering, and within six months enters into a merger or similar agreement with a third party, or if at the time of termination CFC has received subscriptions for at least $17.5 million, excluding funds received from the Standby Purchasers, but elects not to complete the stock offering, CFC must pay to Timothy O’Dell, on behalf of all the Standby Purchasers, $300,000. The standby purchase agreements further provide that if the standby purchase agreements are terminated for any of the other reasons permitted in the standby purchase agreements except: (i) breach by the Standby Purchasers; (ii) suspension of trading of CFC’s securities on Nasdaq or trading in securities generally; or (iii) failure of the Standby Purchasers who will become directors of CFC to execute a lock-up agreement, CFC must pay up to $80,000 to Mr. O’Dell (on behalf of all Standby Purchasers approved by Mr. O’Dell) for reimbursement of actual fees, costs and legal expenses incurred by the Standby Purchasers.

Additional Agreements with the Standby Purchasers. Subject to receipt of approval by the Regulators, we have agreed to provide the Standby Purchasers the right to designate five candidates for appointment to the board of directors of CFC. We currently expect these director designees to be Timothy T. O’Dell, founder and principal of Chetwood Group, a strategic business advisory firm, and former president and chief executive officer of Fifth Third Bank of Central Ohio; Thad R. Perry, former senior partner of Accenture; Robert E. Hoeweler, chief executive officer of a group of companies owned by the Hoeweler family; James Howard Frauenberg, II, principal owner of Addison Holdings, LLC, which manages investments of private individuals and has been active in opening new franchises for two retail chains, Five Guys and Flip Flops; and Donal Malenick, former chief executive officer of Columbus Steel Castings and president of Worthington Steel.

THE RIGHTS OFFERING

The Subscription Rights

We are distributing to the holders of our shares of common stock as of [ Record Date ] non-transferable subscription rights to purchase shares of our common stock at $1.00 per share. The subscription rights entitle the holders of our common stock to purchase an aggregate of approximately 25.0 million shares of our common stock for an aggregate purchase price of $25.0 million.

Each holder of record of our common stock will receive one subscription right for each share of our common stock owned by such holder as of 5:00 p.m., Eastern Time, on [ Record Date ]. Each subscription right entitles the holder to a basic subscription privilege and an over-subscription privilege.

Basic Subscription Privilege. With your basic subscription privilege, you may purchase 6.0474 shares of our common stock per subscription right, subject to delivery of the required documents and payment of the subscription price of $1.00 per share, prior to the expiration of the rights offering. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. You may exercise all or a portion of your basic subscription privilege. However, if you exercise less than your full basic subscription privilege, you will not be entitled to purchase shares under your over-subscription privilege.

Over-Subscription Privilege. In the event that you purchase all of the shares of common stock available to you pursuant to your basic subscription privilege, you may also choose to purchase a portion of any shares of our common stock that are not purchased by other stockholders through the exercise of their basic subscription privileges. If sufficient shares of common stock are available, we will seek to honor the over-subscription requests in full. If over-subscription requests exceed the number of shares of common stock available to be purchased

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pursuant to the over-subscription privilege, we will allocate the available shares of common stock among stockholders who over-subscribed by multiplying the number of shares requested by each stockholder through the exercise of their over-subscription privileges by a fraction which equals (x) the number of shares available to be issued through over-subscription privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their over-subscription privileges. As described above for the basic subscription privilege, we will not issue fractional shares through the exercise of over-subscription privileges.

In order to properly exercise your over-subscription privilege, you must deliver the subscription payment for your over-subscription privilege at the time you deliver payment for your basic subscription privilege. Because we will not know the actual number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you. For that calculation, you must assume that no stockholder other than you will subscribe for any shares of our common stock pursuant to their basic subscription privilege.

We can provide no assurances that you will be able to purchase the number of shares issuable upon the exercise of your over-subscription privilege in full. We will not be able to satisfy any orders for shares pursuant to the over-subscription privilege if all of our stockholders exercise their basic subscription privileges in full. We can only honor an over-subscription privilege to the extent sufficient shares of our common stock are available following the exercise of subscription rights under the basic subscription privileges.

To the extent the aggregate subscription price of the actual number of unsubscribed shares available to you pursuant to the over-subscription privilege is less than the amount you paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed shares actually available to you, and any excess subscription payments will be returned to you promptly, without interest.

To the extent the amount you paid in connection with the exercise of the over-subscription privilege is less than the aggregate subscription price of the actual number of unsubscribed shares available to you pursuant to the over-subscription privilege, you will be allocated the number of unsubscribed shares for which you actually paid in connection with the over-subscription privilege.

Reasons for the Rights Offering

We are engaging in the rights offering to raise equity capital to improve CFBank’s capital position in order to comply with the Cease and Desist Orders and to retain additional capital at CFC. See “Use of Proceeds.” Our Board of Directors has chosen to raise capital through a rights offering to give our stockholders the opportunity to limit ownership dilution by buying additional shares of common stock. Our Board of Directors also considered several alternative capital raising methods prior to concluding that the rights offering was the appropriate option under the current circumstances. We believe that the rights offering will strengthen our financial condition by generating additional cash and increasing our capital position; however, our Board of Directors is making no recommendation regarding your exercise of the subscription rights. We cannot assure you that we will not need to seek additional financing or engage in additional capital offerings in the future.

Public Offering of Remaining Shares

In the event all or any portion of the subscription rights are not exercised by holders of common stock prior to the expiration of the rights offering, we may offer those remaining shares of common stock to the public at $1.00 per share in a best efforts offering.

Method of Exercising Subscription Rights

One non-transferable subscription right is being distributed for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on [ Record Date ]. The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:

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Subscription by Registered Holders. If you hold a CFC stock certificate, the number of rights you may exercise pursuant to your basic subscription privilege is indicated on the enclosed rights certificate. You may exercise your subscription rights by properly completing and executing the rights certificate and forwarding it, together with your full payment, to the subscription/escrow agent at the address set forth below under “—Subscription, Escrow and Information Agents,” to be received prior to 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ].

Subscription by Beneficial Owners. If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, custodian bank or other nominee, you will not receive a rights certificate. Instead, one subscription right will be issued to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares of our common stock in the rights offering.

If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [ Subscription Expiration Date ]expiration date that we have established for the rights offering.

Payment Method

As described in the instructions accompanying the rights certificate, payments submitted to the subscription/escrow agent must be made in full United States currency by:

• wire transfer to Registrar and Transfer Company, the subscription/escrow agent; or

• personal check drawn on a U.S. bank, or bank check drawn on CFBank, payable to Registrar and Transfer Company, the subscription/escrow agent.

Payment will be deemed to have been received by the subscription/escrow agent only upon the subscription/escrow agent’s receipt of the wire transfer, a bank check drawn on CFBank, or any personal check drawn on a U.S. bank, upon receipt and clearance of such check.

Please note that funds paid by personal check may take at least seven business days to clear. Accordingly, if you wish to pay by means of a personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription/escrow agent receives cleared funds before that time. We also urge you to consider payment by means of a wire transfer or bank check drawn on CFBank.

You should read and follow the instructions accompanying the rights certificate carefully. As described in the instructions accompanying the rights certificate, in certain cases additional documentation or signature guarantees may be required.

The method of delivery of payments of the subscription amount to the subscription/escrow agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription/escrow agent. Do not send or deliver these materials to us.

There is no sales fee or commission payable by you. We will pay all fees charged by the subscription/escrow agent and the information agent. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the subscription rights.

Medallion Guarantee May Be Required

Your signature on your rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription/escrow agent, unless:

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• you provide on the rights certificate that share confirmations are to be delivered in your name and to your address of record, as imprinted on the face of the rights certificate; or

• you are an eligible institution.

Limit on How Many Shares of Common Stock You May Purchase in the Stock Offering

Persons, together with associates or groups acting in concert, may purchase up to a number of shares such that upon completion of the stock offering the person owns up to 9.9% of CFC’s common stock outstanding. This limitation is 15% for our largest stockholder as of the date of this prospectus. See “Risk Factors—Risks Related to Our Business—CFC could, as a result of the stock offering, including the shares issued to the Standby Purchasers, and/or future investments in our common stock by holders of 5% or more of our common stock, experience an “ownership change” for tax purposes that could cause CFC to permanently lose a significant portion of its net operating loss carry-forwards, or reduce the annual amount that can be recognized to offset future income.”

In addition, we will not issue shares of common stock pursuant to the exercise of basic subscription rights or over-subscription rights to any person or entity, who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [ Subscription Expiration Date ], such clearance or approval has not been obtained and/or any required waiting period has not expired. If we elect not to issue shares in this case, the shares will become available to satisfy over-subscriptions by other stockholders pursuant to subscription rights and will thereafter be available in the public offering of shares, if any.

Missing or Incomplete Subscription Information

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the availability of shares under the over-subscription privilege and the elimination of fractional shares. Any excess subscription payments received by the subscription/escrow agent will be returned promptly, without interest, following the expiration of the rights offering.

Expiration Date

The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., Eastern Time, on [ Subscription Expiration Date ]. If you do not exercise your subscription rights prior to that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of our common stock to you if the subscription/escrow agent receives your rights certificate or your subscription payment after that time. We have the option to extend the rights offering without notice to you. In no event will the expiration date be later than [ Subscription Extension Date ]. We may extend the expiration of the rights offering by giving oral or written notice to the subscription/escrow agent prior to the expiration of the rights offering. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than the next business day after the Board of Directors determines to extend the rights offering.

If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [ Subscription Expiration Date ], expiration date that we have established for the rights offering.

Determination of Subscription Price

In determining the subscription price, our Board of Directors considered a number of factors, including: the price at which our stockholders might be willing to participate in the rights offering; historical and current trading prices for our common stock; the need for liquidity and capital; negotiations with the Standby Purchasers; and the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis. In conjunction with its review of these factors, our Board of Directors also reviewed our history and prospects, including our past

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and present earnings and losses, our prospects for future earnings, our current financial condition and regulatory status and subscription prices in various rights offerings by other companies. We did not request and have not received a fairness opinion regarding the subscription price. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering.

We cannot assure you that the market price of our shares of common stock will not decline during or after the stock offering. We also cannot assure you that you will be able to sell shares of our common stock purchased during the stock offering at a price equal to or greater than the subscription price. We urge you to obtain a current quote for our common stock before exercising your subscription rights.

Conditions, Withdrawal and Termination

We reserve the right to withdraw the rights offering at any time for any reason. We may terminate the stock offering if, at any time before completion of the stock offering, there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the stock offering that in the sole judgment of our Board of Directors would or might make the stock offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the stock offering. We may waive any of these conditions and choose to proceed with the stock offering even if one or more of these events occur. If we terminate the stock offering, all subscription rights will expire without value, and all subscription payments received by the subscription/escrow agent will be returned promptly, without interest.

In addition, we must meet the following condition to complete the stock offering:

• We must sell the minimum offering amount of at least $17.5 million (17,465,000 shares) of common stock in the rights offering and the public offering, if any, exclusive of the issuance and sale of 5,035,000 shares to the Standby Purchasers.

• The conditions to closing in the standby purchase agreements must have been satisfied or waived.

Subscription, Escrow and Information Agents

The subscription agent for the stock offering is Registrar and Transfer Company. The subscription agent will maintain the list of subscriptions, calculate any necessary allocations of over-subscription privileges and mail all confirmations upon completion of the stock offering. Registrar and Transfer Company will also serve as escrow agent for the rights offering. The address to which rights certificates and payments should be mailed or delivered is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription/escrow agent. Do not send or deliver these materials to CFC.

By Mail, Express Mail or Overnight Courier:

Registrar and Transfer Company

Attn: Reorg Dept

10 Commerce Drive

Cranford , NJ 07016

Telephone: (800) 866-1340

Any questions or requests regarding CFC, CFBank or the stock offering or any questions regarding completing a rights certificate or submitting payment in the rights offering may be directed to our information agent, ParaCap Group, LLC, at (            ) [            ] (toll free) Monday through Friday (except bank holidays), between 9:00 a.m. and 4:00 p.m., Eastern Time. We will pay the fees and expenses of the subscription/escrow agent and the information agent and have also agreed to indemnify them from certain liabilities that they may incur in connection with the rights offering.

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No Fractional Shares

All shares will be sold at a purchase price of $1.00 per share. We will not issue fractional shares. Fractional shares of our common stock resulting from the exercise of basic subscription privileges and over-subscription privileges will be eliminated by rounding down to the nearest whole share. Any excess subscription payments received by the subscription/escrow agent will be returned promptly, without interest.

Notice to Nominees

If you are a broker, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owners, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If a beneficial owner of our common stock so instructs, you should complete the rights certificate and submit it to the subscription/escrow agent with the proper subscription payment to be received by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription/escrow agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact the subscription/escrow agent to request a copy.

Beneficial Owners

If you are a beneficial owner of shares of our common stock you may only receive your subscription rights through a broker, custodian bank or other nominee. We will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you, as described above. To indicate your decision with respect to your subscription rights, you should follow the instructions of your nominee. If you wish instead to obtain a separate rights certificate, you should contact your nominee as soon as possible and request that a rights certificate be issued to you. You should contact your nominee if you do not receive notice of the rights offering, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the notice by mail or otherwise from your nominee or if you receive notice without sufficient time to respond to your nominee by the deadline established by your nominee, which may be before the 5:00 p.m., Eastern Time, [ Subscription Expiration Date ], expiration date.

Persons Holding Shares Through Our 401(k) Plan

If shares of our common stock are held in your account under our 401(k) plan you are not eligible to exercise subscription rights. Investing in CFC common stock is not a permitted investment under this plan.

Non-Transferability of Subscription Rights

The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone. The subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market. The shares of our common stock issuable upon exercise of the subscription rights will be listed on Nasdaq under the ticker symbol “CFBK.”

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Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. None of CFC, the subscription/escrow agent or the information agent shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the subscription/escrow agent. Our interpretations of the terms and conditions of the rights offering will be final and binding.

Escrow Arrangements; Return of Funds

Registrar and Transfer Company, the subscription/escrow agent, will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The funds will be held in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all subscription payments received by the subscription/escrow agent will be returned promptly, without interest.

Stockholder Rights

You will have no rights as a holder of the shares of our common stock you purchase in the rights offering until your account or your account at your nominee is credited with the shares of our common stock purchased in the rights offering or the public offering, if any.

Foreign Stockholders

We will not mail this prospectus or rights certificates to stockholders with addresses that are outside the United States or that have an army post office or foreign post office address. The subscription/escrow agent will hold these rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription/escrow agent prior to 5:00 p.m., Eastern Time, at least three business days prior to the expiration of the rights offering (or, if the rights offering is extended, on or before three business days prior to the extended expiration date) and demonstrate to the satisfaction of the subscription/escrow agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such stockholder.

No Revocation or Change

Once you submit the rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at the subscription price.

Regulatory Limitation

We will not issue shares of common stock pursuant to the exercise of basic subscription rights or over-subscription rights to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control the shares if, as of [ Subscription Expiration Date ], the clearance or approval has not been obtained and/or any required waiting period has not expired. If we elect not to issue shares in this case, the shares will become available to satisfy over-subscriptions by other stockholders pursuant to subscription rights and will be available thereafter in the public offering of shares, if any.

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Material U.S. Federal Income Tax Treatment of Rights Distribution

For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of these subscription rights to purchase shares of our common stock or upon receipt of warrants to purchase our common stock for the reasons described below in “Material U.S. Federal Income Tax Consequences.”

No Recommendation to Rights Holders

Our Board of Directors is making no recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you

that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.

Shares of Our Common Stock Outstanding After the Rights Offering

Assuming no options are exercised prior to the expiration of the rights offering, we expect between 26,628,198 and 34,128,198 shares of our common stock will be outstanding immediately after completion of the stock offering and the closing of the transactions contemplated by the standby purchase agreements at the minimum and maximum of the offering range, respectively.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material United States federal income tax consequences of the ownership and exercise of the subscription rights acquired through the rights offering and the shares of common stock received upon exercise of the subscription rights or, if applicable, upon exercise of the over-subscription privilege. This discussion is a summary and does not consider all aspects of U.S. federal income taxation that may be relevant to particular U.S. holders in light of their particular circumstances. This discussion applies to you only if you are a U.S. holder (defined below), acquire your subscription rights in the rights offering and you hold your subscription rights or shares of common stock issued to you upon exercise of the subscription rights or, if applicable, the over-subscription privilege as capital assets for tax purposes. This section does not apply to you if you are not a U.S. holder or if you are a member of a special class of holders subject to special rules, including, but not limited to:

• A financial institution,

• A regulated investment company,

• A real estate investment trust,

• A dealer in securities,

• A trader in securities that elects to use a mark-to-market method of accounting for securities holdings,

• A tax-exempt organization,

• An insurance company,

• A person liable for alternative minimum tax,

• A person who acquired common stock pursuant to the exercise of compensatory stock options or otherwise as compensation,

• A person that holds common stock as part of a straddle or a hedging or conversion transaction, or

• A person whose functional currency is not the U.S. dollar.

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This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, and income tax regulations issued thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change or differing interpretations at any time, possibly on a retroactive basis.

You are a U.S. holder if you are a beneficial owner of subscription rights or common stock and you are:

• An individual citizen or resident of the United States,

• A domestic corporation,

• An estate whose income is subject to United States federal income tax regardless of its source, or

• A trust if (i) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable regulations to be treated as a United States person.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives the subscription rights or holds shares of common stock received upon exercise of the subscription rights or the over-subscription privilege, the tax treatment of a partner in a partnership generally will depend upon the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the U.S. federal income tax consequences of receiving, exercising and disposing of the subscription rights and acquiring, holding or disposing of shares of the common stock.

This discussion addresses only certain material United States federal income tax consequences. You should consult your own tax advisor regarding the United States federal, state, local, non-U.S. and other tax consequences of receiving, owning, exercising and disposing of subscription rights and shares of common stock in your particular circumstances.

Taxation of Subscription Rights

Receipt of Subscription Rights. Your receipt of subscription rights pursuant to the rights offering (which includes your basic subscription privilege and over-subscription privilege, if applicable) should be treated as a nontaxable distribution with respect to your existing shares of common stock for U.S. federal income tax purposes. The discussion below assumes that the receipt of subscription rights will be treated as a nontaxable distribution.

If the fair market value of the subscription rights you receive is less than 15% of the fair market value of your existing shares of common stock on the date you receive the subscription rights, the subscription rights will be allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate basis between your existing shares of common stock and the subscription rights in proportion to the relative fair market values of the existing shares of common stock and the subscription rights determined on the date of receipt of the subscription rights. If you choose to allocate basis between your existing shares of common stock and the subscription rights, you must make this election on a statement included with your tax return for the taxable year in which you receive the subscription rights. Such an election is irrevocable.

On the other hand, if the fair market value of the subscription rights you receive is 15% or more of the fair market value of your existing shares of common stock on the date you receive the subscription rights, then you must allocate your basis in your existing shares of common stock between the existing shares of common stock and the subscription rights you receive in proportion to their fair market values determined on the date you receive the subscription rights. If your subscription rights are applicable, or deemed applicable, to your right to receive a warrant to purchase one share of common stock for each three shares of common stock you purchase, then the tax basis allocated to the subscription rights must be apportioned between the right to acquire three shares of common stock and the right to receive a warrant in proportion to their values on the date of distribution. For these purposes, the value of the right to acquire one share of common stock will be that amount which bears the same ratio to the value of a subscription right as the value of one share of common stock bears to the value of one package, consisting of three shares of common stock and one warrant to acquire one share of common stock. The value

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of the right to receive a warrant will be the difference between the value of the subscription right and the right to acquire three shares of common stock as determined above.

The fair market value of the subscription rights on the date the subscription rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the subscription rights on that date. In determining the fair market value of the subscription rights, you should consider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our common stock on the date that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable.

Your holding period in a subscription right will include your holding period in the shares of common stock with respect to which the subscription right was distributed.

Exercise of Subscription Rights. Generally, you will not recognize gain or loss on the exercise of a subscription right. When you exercise a subscription right to acquire one package, consisting of three shares of common stock and a warrant to acquire one share of common stock, the subscription price must be allocated between the shares of common stock and warrant being acquired on the basis of their fair market values on the date of exercise. To the extent the exercise of your subscription right does not entitle you to receive a warrant, the subscription price is allocated to each share of common stock acquired. Your tax basis in a new share of common stock acquired when you exercise your subscription right will be equal to the sum of (i) the portion of the basis of your subscription right allocable to the right to acquire one share of common stock and (ii) the portion of the subscription price allocable to one share of common stock. Your tax basis in any associated warrant is equal to the sum of (x) the portion of the basis of your subscription right allocable to the right to receive the warrant and (y) the portion of the subscription price allocable to the warrant. The holding period of the shares of common stock and warrant acquired when you exercise a subscription right will begin on the date of exercise. If you subsequently exercise an associated warrant, the share of common stock that you acquire will have a tax basis equal to your adjusted basis in the warrant plus the amount you paid to exercise the warrant to acquire such share of common stock. The holding period of the share of common stock acquired upon exercise of the warrant will begin on the day the warrant is exercised.

Not Exercising Subscription Rights. If you do not exercise your subscription rights, you should not recognize a capital loss for United States federal income tax purposes and any portion of the tax basis in your existing shares of common stock previously allocated to the subscription right not exercised will be re-allocated to the existing common stock.

Taxation of Common Stock

Distributions. Distributions with respect to shares of common stock acquired upon exercise of subscriptions will be taxable as dividend income when actually or constructively received to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the common stock and thereafter as capital gain.

Subject to certain exceptions for short-term and hedged positions, distributions constituting dividend income received by certain non-corporate U.S. holders, including individuals, in respect of the common stock in taxable years beginning before January 1, 2013 are generally taxed at a maximum rate of 15%. Similarly, subject to similar exceptions for short-term and hedged positions, distributions on the common stock constituting dividend income paid to holders that are domestic corporations generally will qualify for the dividends-received deduction. You should consult your own tax advisor regarding the availability of the reduced dividend tax rate and the dividends-received deduction in light of your particular circumstances.

Dispositions. If you sell or otherwise dispose of the common stock, you will generally recognize capital gain or loss equal to the difference between the amount you realize and your adjusted tax basis in the common stock. Capital gain or loss will be long-term capital gain or loss if your holding period for the common stock is more than one year. Long-term capital gain of a non-corporate U.S. holder, including individuals, that is recognized in taxable years beginning before January 1, 2013 is generally taxed at a maximum rate of 15%. The deductibility of net capital losses is subject to limitations. If you allow a warrant to lapse or expire without exercise, the warrant is

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deemed to be sold or exchanged on the date of expiration. Therefore, the holder will generally recognize a capital loss in an amount equal to the holder’s tax basis in the warrant, if any. The loss is treated as short-term or long-term depending on the holder’s holding period in the warrant.

Information Reporting and Backup Withholding

For non-corporate U.S. holders, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to the payment of dividends on the common stock and the payment of the proceeds from the sale, redemption or other disposition of common stock.

Additionally, backup withholding will apply to these payments if a non-corporate U.S. holder fails to provide an accurate taxpayer identification number, is notified by the Internal Revenue Service that it has failed to report all dividends required to be shown on its federal income tax returns, or in certain circumstances, fails to comply with applicable certification requirements.

Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to) your federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

THE PUBLIC OFFERING OF REMAINING SHARES

Public Offering

Following completion of the rights offering subscription process, we may elect to sell all or a portion of the remaining registered shares in a public offering. We have engaged ParaCap as our financial advisor and information agent in connection with the rights offering and the offering to Standby Purchasers, and in indentifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the public offering, if any.

Discretion to Accept Subscriptions

We have the right, in our sole discretion, to accept or reject any subscription in the public offering in whole or in part on or before the public offering expiration date. We generally will accept subscriptions in the public offering in the order in which they are received. As a result, you may not receive any or all of the shares for which you subscribe. We will notify subscribers as soon as practicable following the public offering expiration date as to whether and to what extent their subscriptions have been accepted. If we do not accept all or a portion of a subscription, we will return to the subscriber the unaccepted portion of the subscription funds, without interest.

Expiration Date and Cancellation Rights

The public offering period will expire at the earlier of 5:00 p.m. Eastern Time, [ Public Offering Expiration Date ] or the date on which we have accepted subscriptions for all shares remaining for purchase as reflected in the prospectus supplement.

We may cancel the public offering of remaining shares at any time for any reason, including following the expiration date. If we cancel the public offering of any remaining shares of common stock, we will return all subscription payments promptly, without interest.

Escrow Arrangements; Return of Funds

Registrar and Transfer Company, the subscription/escrow agent, will hold funds received with an acknowledgement of subscription in a segregated account. The subscription/escrow agent will hold these funds in escrow until such time as we accept the subscription or until the public offering is cancelled. If the public offering of remaining shares is cancelled, the subscription/escrow agent will return the subscription payments promptly, without interest.

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No Revocation or Change

Once you submit the acknowledgement of subscription and your payment, you will not be allowed to revoke your subscription or request a refund of monies paid. All acknowledgements of subscriptions are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not submit an acknowledgement of subscription unless you are certain that you wish to purchase shares of our common stock at the subscription price.

PLAN OF DISTRIBUTION

Directors, Executive Officers and Employees

Our directors and executive officers may participate in the solicitation of the exercise of subscription rights for the purchase of common stock. These persons will not receive any commissions or compensation in connection with these activities, other than their normal compensation, but they will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with any solicitation. Other trained employees of CFBank may assist in the rights offering in ministerial capacities, providing clerical work in effecting an exercise of subscription rights or answering questions of a ministerial nature. Other questions of prospective purchasers will be directed to our executive officers or registered representatives of ParaCap, our financial advisor and information agent. Our other employees have been instructed not to solicit the exercise of subscription rights for the purchase of shares of common stock or to provide advice regarding the exercise of subscription rights. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and the solicitation of subscription rights and the sales of the common stock underlying these subscription rights will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of our common stock.

Financial Advisor

We have engaged ParaCap as our financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the public offering, if any, pursuant to a financial advisory services agreement between ParaCap and us. ParaCap is an investment banking firm with significant experience in advising financial institutions. In the ordinary course of its investment banking business, ParaCap is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

In its capacity as our financial advisor, ParaCap provided advice to us regarding the structure of the stock offering as well as with respect to marketing the shares of our common stock to be issued in the rights offering. ParaCap also advised us in structuring arrangements with the Standby Purchasers.

ParaCap has not prepared any report or opinion constituting a recommendation or advice to us or our stockholders. ParaCap expresses no opinion and makes no recommendation to holders of the subscription rights as to the purchase by any person of shares of our common stock. ParaCap also expresses no opinion as to the prices at which shares to be distributed in connection with the rights offering may trade if and when they are issued or at any future time. See “The Rights Offering—Determination of Subscription Price.”

As compensation for its services, we have agreed to pay ParaCap the following amounts:

• Advisory fees, in consideration for ParaCap’s work in advising us with respect to the increase in our authorized shares, our 2011 annual meeting of stockholders, stockholder voting, press releases and TARP redemption, equal to $15,000 paid as an advance upon the execution of the engagement letter and $15,000 payable on the 30th day of each month (with respect to such services actually performed by ParaCap during such month) during the term of the engagement letter, commencing on August 30, 2010, which fees shall be credited against any advisory fees that may be payable as a result of the stock offering;

• an advisory fee of up to 1.50% (150 basis points) of the aggregate dollar amount of the common stock sold to existing stockholders in the rights offering; 5.50% (550 basis points) of the aggregate dollar amount of the common stock sold through the exercise of over-subscription rights; 2.75% (275 basis points) of the

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aggregate dollar amount of the common stock sold in the public offering, if any (with an additional 2.75% (275 basis points) being paid by CFC to selected dealers in a public offering, if any); 1.00% (100 basis points) of the aggregate dollar amount of the common stock sold to members of the Board of Directors or employees of CFC or CFBank; and $200,000 for advisory services in connection with structuring arrangements with the Standby Purchasers; and

• if an opinion is requested by our Board of Directors, a fairness opinion fee of $75,000 in connection with an opinion given by ParaCap as to the fairness to CFC, from a financial point of view, of the consideration to be paid in connection with the stock offering.

We have agreed to reimburse ParaCap for its reasonable out-of-pocket expenses pertaining to its engagement, including legal fees, up to $100,000, regardless of whether the rights offering is consummated. In the event that no shares of common stock are sold pursuant to the exercise of basic subscription rights and all shares of common stock are sold pursuant to the public offering, then the financial advisory fees and expenses would be $1,260,575 at the minimum of the offering and $1,673,075 at the maximum of the offering.

Although ParaCap has no obligation to act, and will not act, in any capacity as an underwriter in the stock offering, if it were nonetheless deemed to be an underwriter under the Securities Act, the fees and commission to be paid to it might be deemed to be underwriting fees and commissions. We have agreed to indemnify ParaCap against certain liabilities and expenses in connection with its engagement, including certain potential liabilities under the federal securities laws.

ParaCap may in the future provide other investment banking services to us and will receive compensation for such services.

Lock-Up Agreements

Subject to certain exceptions, we and the Standby Purchasers have agreed that the Standby Purchasers will not, during the period ending 180 days after the closing date of the stock offering:

• offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, or enter into any transaction that would have the same effect; or

• enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such aforementioned transaction is to be settled by delivery of the common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written approval of ParaCap, acting on our behalf.

Subscription for and Delivery of Shares

As soon as practicable after the record date for the rights offering, we will distribute the subscription rights and rights certificates to individuals who owned shares of our common stock at 5:00 p.m., Eastern Time, on [ Record Date ]. If you wish to exercise your subscription rights and purchase shares of our common stock, you should complete the rights certificate and return it with payment for the shares to Registrar and Transfer Company, at the following address:

By Mail, Express Mail or Overnight Courier:

Registrar and Transfer Company

Attention: Reorg Dept

59

Ten Commerce Drive

Cranford, NJ 07016

Telephone: (800) 866-1340

See “The Rights Offering—Method of Exercising Subscription Rights.” If you have any questions regarding CFC, CFBank, or the stock offering, or you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please call our information agent, ParaCap, at (            ) [            ] (toll free), Monday through Friday (except bank holidays), between 9:00 a.m. and 4:00 p.m., Eastern Time.

DESCRIPTION OF COMMON STOCK AND WARRANTS

Common Stock

At September 30, 2011, we were authorized to issue 12,000,000 shares of common stock, $.01 par value. There were 4,128,198 shares of common stock outstanding as of [ Current Date ]. At a Special Meeting of Stockholders held on October 20, 2011, stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock to 50,000,000.

Dividend Rights

Holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors out of legally available funds, and to receive pro rata any assets distributable to holders of our common stock upon our liquidation.

In December 2008, CFC discontinued the payment of cash dividends on the common stock. Pursuant to the CFC Cease and Desist Order, CFC may not declare or pay a dividend, including the repurchase or redemption of capital stock, without the prior non-objection of our Regulators.

Voting Rights

Holders of our common stock are entitled to vote for the election of directors and upon all other matters which may be submitted to a vote of stockholders generally, with each share being entitled to one vote. Our common stockholders do not possess cumulative voting rights. This means that holders of more than 50% of our common stock (on a fully diluted basis) voting for the election of directors can elect all of the directors, and holders of the remaining shares will not be able to elect any directors. The Amended and Restated Certificate of Incorporation restricts the ability of any stockholder to vote more than 10% of our outstanding common stock.

Directors are elected by a plurality of the votes cast at the meeting, i.e., the nominees receiving the highest number of votes will be elected regardless of whether these votes constitute a majority of the shares represented at the meeting. Any other corporate action shall be authorized by a majority of the votes cast at the meeting unless otherwise provided by Delaware law, our Amended and Restated Certificate of Incorporation and our Second Amended and Restated Bylaws.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of CFC, the holders of our common stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities, all of our assets available for distribution. Holders of our serial preferred stock, if any such shares are then outstanding, may have a priority over the holders of common stock in the event of any liquidation or dissolution.

Other Rights

Common stockholders have no preemptive rights to purchase additional securities that may be issued by us in the future. There are no redemption or conversion provisions applicable to our common stock, and common stockholders are not liable for any further capital call or assessment.

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Warrants

General. Purchasers in the stock offering will receive one warrant for each three shares of common stock purchased. The number of warrants issued will be rounded down to the next whole number. No fractional warrants will be issued. Each warrant will entitle the holder to purchase one share of common stock.

Exercisability. Each warrant will be immediately exercisable for a period of three years following the closing date of the stock offering at an exercise price of $1.00 per share. Warrants may be exercised by completing and returning the Warrant Certificate and Subscription Form to the warrant agent, along with payment of the exercise price in cash or by check. Warrants may be exercised at any time up to the close of business on the warrant expiration date. After the close of business on the warrant expiration date, unexercised warrants will become void.

Adjustments. The exercise price and the number shares underlying the warrants are subject to appropriate adjustment in the even of stock splits, reverse stock splits, stock dividends on our common stock, stock combinations or similar events affecting our common stock. In addition, in the event we consummate any merger, consolidation, sale or other reorganization event in which our common stock is converted into or exchanged for securities, cash or other property, then following such event, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property which the holders would have received had they exercised the warrants immediately prior to the reorganization event.

Fractional Shares. No fractional shares of common stock will be issued in connection with the exercise of a warrant.

Transferability. Warrants are not transferrable and may be exercised only by the original recipient thereof, except that warrants may be transferred by will or the laws of descent and distribution upon the death of the holder of the warrant.

Listing. The warrants will not be listed for trading on any stock exchange and we do not anticipate that the warrants will be quoted on the OTC Bulletin Board or in the “pink sheets.”

Warrant Agent. The warrants will be issued pursuant to a warrant agreement by and between CFC and Registrar and Transfer Company, the warrant agent for the warrants.

Certificate of Incorporation and Bylaws Provisions that Might Delay, Defer or Prevent a Change in Control

Several provisions of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, the laws of Delaware and federal regulations limit the ability of any person to acquire a controlling interest in us and thus may be deemed to have an anti-takeover effect. The following discussion is a general summary of those provisions. Copies of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws may be obtained from us upon request without cost to you. See “Incorporation by Reference” below.

Ability to Issue Preferred Stock. 7,225 shares of our Preferred Stock are issued and outstanding and held by Treasury. Shares of our preferred stock may be issued at any time with such preferences and designations as the Board of Directors may determine. The Board of Directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights, which could dilute the voting strength of the holders of common stock and may assist management in impeding a takeover or attempted change in our control.

Limitation on Voting Rights. The Amended and Restated Certificate of Incorporation provides that no beneficial owner of our outstanding common stock holding in excess of 10% of the then outstanding shares of the common stock (the Limit) is permitted to any vote in respect of the shares held in excess of the Limit. Beneficial ownership is determined pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, and includes (i) shares beneficially owned by such person or any affiliate (as defined in Rule 12b-2), (ii) shares which such person or his affiliates have the right to acquire pursuant to any agreement or understanding, including without limitation upon the exercise of conversion rights or options and (iii) shares as to which such person or his affiliates are deemed to have beneficial ownership through any partnership, syndicate or group acting for the purpose of acquiring, holding,

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voting or disposing of shares of common stock. Notwithstanding the foregoing, shares with respect to which a revocable proxy has been granted in connection with a meeting of stockholders and shares beneficially owned by any benefit plan of ours are not subject to the limitation, and none of our directors or officers (or any affiliate) will be deemed to beneficially own shares of common stock of any other director or officer of (or any affiliate) solely by reason of service as a director or officer of CFC.

Classified Board of Directors. The Board of Directors is divided into three classes, each of which contains approximately one-third of the whole number of members of the Board of Directors. Each class serves a staggered term, with one-third of the total number of directors being elected each year. The Amended and Restated Certificate of Incorporation provides that the size of the Board is fixed from time to time by a majority of the directors. Any vacancy occurring in the Board of Directors, including a vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, may be filled for the remainder of the unexpired term exclusively by a majority vote of the directors then in office. The classified board is intended to provide for continuity of the board and to make it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board without the consent of the incumbent Board of Directors. The Second Amended and Restated Bylaws provide that a stockholder may nominate any person to serve as a director, but notice of the nomination generally must be provided to us no later than 90 days prior to the meeting date. The Amended and Restated Certificate of Incorporation provides that a director may be removed from the Board of Directors prior to the expiration of his term only for cause, upon the vote of 80% of the outstanding shares of voting stock. In the absence of these provisions, the vote of the holders of a majority of the shares could remove the entire Board of Directors, with or without cause, and replace it with persons of the stockholders’ choice.

No Cumulative Voting; No Special Meetings Called by Stockholders; No Action by Written Consent. The Amended and Restated Certificate of Incorporation does not provide for cumulative voting for any purpose. Moreover, special meetings of our stockholders may be called only by the Board of Directors. The Amended and Restated Certificate of Incorporation and our Second Amended and Restated Bylaws provide that any action required or permitted to be taken by our stockholders may be taken only at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Availability of Authorized Shares. The Amended and Restated Certificate of Incorporation authorizes the issuance of 50,000,000 shares of common stock and 1,000,000 shares of preferred stock. The authorization of these shares gives the Board of Directors flexibility to effect financings, acquisitions, stock dividends, stock splits and employee stock options, among other transactions. However, these additional authorized shares also may be used by the Board of Directors, consistent with its fiduciary duty, to deter future attempts to gain control of CFC. The Board of Directors also has sole authority to determine the terms of any one or more series of preferred stock, including voting rights, conversion rates and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, the Board of Directors has the power, to the extent consistent with its fiduciary duty, to issue a series of preferred stock to persons friendly to management in order to attempt to block a post-tender offer merger or other transaction by which a third party seeks control, and thereby assist management to retain its position.

Supermajority Stockholder Vote Required to Approve Business Combinations with Principal Stockholders. The Amended and Restated Certificate of Incorporation requires the approval of the holders of at least 80% of our outstanding shares of voting stock to approve certain Business Combinations, as defined below, and related transactions. Under Delaware law, absent this provision, business combinations, including mergers, consolidations and sales of all or substantially all the assets of a corporation must, subject to certain exceptions, be approved by the vote of the holders of only a majority of the outstanding shares of its common stock and any other affected class of stock. Under the Amended and Restated Certificate of Incorporation, at least 80% approval of stockholders is required in connection with any transaction involving an Interested Stockholder (as defined below) except (i) in cases where the proposed transaction has been approved in advance by a majority of those members of the Board of Directors who are unaffiliated with the Interested Stockholder and were directors prior to the time when the Interested Stockholder became an Interested Stockholder or (ii) if the proposed transaction meets certain conditions set forth therein which are designed to afford the stockholders a fair price in consideration for their shares; in which case, if a stockholder vote is required, approval of only a majority of the outstanding shares of voting stock would be sufficient. The term “Interested Stockholder” is defined in the Amended and Restated Certificate of Incorporation to include any individual, corporation, partnership or other entity (other than CFC or its subsidiary) which owns beneficially or controls, directly or indirectly, 10% or more of the outstanding shares of our voting stock. This

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provision of the Amended and Restated Certificate of Incorporation applies to any “Business Combination,” which is defined to include (i) any merger or consolidation of CFC or any of its subsidiaries with or into any Interested Stockholder or Affiliate (as defined in the Amended and Restated Certificate of Incorporation) of an Interested Stockholder; (ii) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition to or with any Interested Stockholder or Affiliate of 10% or more of our assets; (iii) our issuance or transfer to any Interested Stockholder or its Affiliate of any of our securities in exchange for any assets, cash or securities, the value of which equals or exceeds 10% of the fair market value of our common stock; (iv) the adoption of any plan for our liquidation or dissolution proposed by or on behalf of any Interested Stockholder or Affiliate thereof and (v) any reclassification of securities, recapitalization, merger or consolidation of CFC which has the effect of increasing the proportionate share of our common stock or any class of our other equity or convertible securities owned directly or indirectly by an Interested Stockholder or Affiliate thereof.

Supermajority Stockholder Vote Required to Amend Certificate of Incorporation and Bylaws. Amendment of our Amended and Restated Certificate of Incorporation must be approved by a majority vote of our Board of Directors or by the affirmative vote of at least 80% of the outstanding shares of our voting stock entitled to vote (after giving effect to the provision limiting voting rights) in order to amend or repeal certain provisions of the Amended and Restated Certificate of Incorporation, including the provisions relating to voting rights (Article Fourth, Part C), management of our business and conduct of our affairs and calling special meetings (Article Fifth, Parts C and D), the number and classification of directors and nominations (Article Sixth), amendment of the Second Amended and Restated Bylaws (Article Seventh), approval of certain business combinations (Article Eighth), director and officer indemnification (Article Tenth) and amendment of our Amended and Restated Certificate of Incorporation (Article Twelfth). Article VIII of the Second Amended and Restated Bylaws specifies that the Bylaws may be amended only by a majority of the members of the Board or by the affirmative vote of stockholders holding at least 80% of the outstanding shares of common stock.

Advance Notice Required to Nominate Candidates for Director. Article Sixth of the Amended and Restated Certificate of Incorporation incorporates by reference Article I, Section 6 of the Second Amended and Restated Bylaws, as it pertains to stockholder nominations for director. As noted above, a stockholder who intends to nominate a candidate for election to the Board of Directors must give us at least 90 days advance notice. Article I, Section 6 of the Second Amended and Restated Bylaws also requires a stockholder to give 90 days prior notice with respect to any new business; the stockholder also must provide certain information to us concerning the nature of the new business, the stockholder and the stockholder’s interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide us with certain information concerning the nominee and the proposing stockholder.

Regulatory Restrictions and Provisions of Delaware Law that Might Delay, Defer or Prevent a Change in Control

Regulatory Restrictions. Federal law provides that no person or company, directly or indirectly or acting in concert with one or more persons, or through one or more subsidiaries, or through one or more transactions, may acquire control of a savings association at any time without the prior approval of the OCC. Federal law also provides that no person or company, directly or indirectly or acting in concert with one or more persons, or through one or more subsidiaries, or through one or more transactions, may acquire control of a savings and loan holding company at any time without the prior approval of the Fed. In addition, any company that acquires control becomes a savings and loan holding company subject to registration, examination and regulation as a savings and loan holding company. Control in this context means ownership of, control of, or holding proxies representing more than 25% of the voting shares of a savings association or the power to control in any manner the election of a majority of the directors of such institution.

Delaware Law. Delaware law provides additional protection against hostile takeovers. The Delaware takeover statute, which is codified in Section 203 of the Delaware General Corporation Law, is intended to discourage certain takeover practices by impeding the ability of a hostile acquiror to engage in certain transactions with the target company.

In general, Section 203 provides that a Person (as defined therein) who owns 15% or more of the outstanding voting stock of a Delaware corporation (an Interested Stockholder) may not consummate a merger or other business

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combination transaction with the corporation at any time during the three-year period following the date the Person became an Interested Stockholder. The term business combination is defined broadly to cover a wide range of corporate transactions including mergers, sales of assets, issuances of stock, transactions with subsidiaries and the receipt of disproportionate financial benefits.

The statute exempts the following transactions from the requirements of Section 203: (i) any business combination if, prior to the date a person became an Interested Stockholder, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an Interested Stockholder; (ii) any business combination involving a person who acquired at least 85% of the outstanding voting stock in the transaction in which he became an Interested Stockholder, with the number of shares outstanding calculated without regard to those shares owned by the corporation’s directors who are also officers and by certain employee stock plans; (iii) any business combination with an Interested Stockholder that is approved by the Board of Directors and by a two-thirds vote of the outstanding voting stock not owned by the Interested Stockholder; and (iv) certain business combinations that are proposed after the corporation had received other acquisition proposals and which are approved or not opposed by a majority of certain continuing members of the Board. A corporation may exempt itself from the requirements of the statute by adopting an amendment to its certificate of incorporation or bylaws electing not to be governed by Section 203.

Nasdaq Requirements

Under existing Nasdaq regulations, approval of a majority of the holders of common stock would be required in connection with any transaction or series of related transactions that would result in the original issuance of additional shares of common stock for a price less than the greater of book or market value, other than in a public offering for cash, (i) if the common stock (including securities convertible into or exercisable for common stock) has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock; or (ii) if the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares outstanding before the issuance of the common stock. Stockholders have approved the issuance of shares to the Standby Purchasers.

EXPERTS

The consolidated financial statements incorporated in the Prospectus by reference to the Annual Report on Form 10-K of CFC for the year ended December 31, 2010 have been so incorporated in reliance on the report of Crowe Horwath LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for CFC by Silver, Freedman & Taff, L.L.P., Washington, DC. Certain legal matters will be passed upon for ParaCap by Squire Sanders (US) LLP, Cleveland, Ohio.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus. We incorporate by reference the following documents:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2010;

• our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2011, June 30, 2011 and September 30, 2011;

• our Current Reports on Form 8-K filed February 11, 2011, May 27, 2011, July 19, 2011, August 11, 2011, October 21, 2011 and January 13, 2012.

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• our Definitive Proxy Statement on Schedule 14A, filed March 30, 2011.

Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

You may request a copy of any of these filings at no cost, by writing or telephoning us at the following address or telephone number:

Central Federal Corporation

2923 Smith Road

Fairlawn, OH 44333

(330) 666-7979

We have filed with the SEC a registration statement under the Securities Act of 1933, as amended, with respect to the shares of common stock offered hereby. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement. Such information can be examined without charge at the public reference facilities of the SEC located at 100 F Street, NE, Washington, D.C. 20549, and copies of such material can be obtained from the SEC at prescribed rates. The SEC telephone number is 1-800-SEC-0330. In addition, the SEC maintains a web site (www.sec.gov) that contains periodic reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including CFC. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions of the material terms of, and should be read in conjunction with, such contract or document.

In addition, we make available, without charge, through our website, www.CFBankonline.com, electronic copies of our filings with the SEC, including copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these filings, if any. Information on our website should not be considered a part of this prospectus, and we do not intend to incorporate into this prospectus any information contained in the website.

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30,000,000 Shares (Maximum)

COMMON STOCK

PROSPECTUS

[ Date of SEC Approval of Prospectus ]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Set forth below is an estimate of the amount of fees and expenses (other than underwriting discounts and commissions) to be incurred in connection with the issuance of the shares by Central Federal Corporation (the “Registrant”):

SEC Filing Fee	$	4,644
Registrant’s Counsel Fees and Expenses		357,000
Registrant’s Accounting Fees and Expenses		30,000
Reimbursement to Standby Purchasers		170,000
Subscription Agent Fees and Expenses		20,000
Printing and EDGAR		50,000
FINRA Filing Fee		4,250
Other		9,106
TOTAL	$	645,000

Item 14. Indemnification of Directors and Officers

Central Federal Corporation is incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware (“Section 145”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Article Tenth of the Restated Certificate of Incorporation of Central Federal Corporation provides that, to the extent permitted by Delaware General Corporation Law, Central Federal Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of Central Federal Corporation or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Central Federal Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Article Eleventh of the Restated Certificate of Incorporation of Central Federal Corporation provides that, to the fullest extent permitted by the Delaware General Corporation Law, no director of Central Federal Corporation shall be liable to Central Federal Corporation or its stockholders for monetary damages arising from a breach of a fiduciary duty owed to Central Federal Corporation or its stockholders.

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Item 15. Recent Sales of Unregistered Securities

Not Applicable.

Item 16. Exhibits and Financial Statement Schedules

(a) List of Exhibits: See the Exhibit Index filed as part of this Registration Statement.

(b) Financial Statement Schedules: No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fairlawn, State of Ohio, on the 3rd day of February, 2012.

CENTRAL FEDERAL CORPORATION
By:	/S/
	Eloise L. Mackus, Esq.
	Chief Executive Officer, General Counsel and Corporate Secretary (Duly Authorized Representative)

POWER OF ATTORNEY

Each person whose signature appears below appoints Eloise L. Mackus and Therese Ann Liutkus or either of them, as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/S/	/S/
Eloise L. Mackus, Esq.	Therese Ann Liutkus
Chief Executive Officer, General Counsel and	President, Treasurer and Chief Financial Officer
Corporate Secretary	(Principal Financial and Accounting Officer)
(Principal Executive Officer)
Date: February 3, 2012	Date: February 3, 2012
/S/	/S/
Jerry F. Whitmer, Esq.	Jeffrey W. Aldrich
Chairman of the Board of Directors	Director
Date: February 3, 2012	Date: February 3, 2012
/S/	/S/
Thomas P. Ash	William R. Downing
Director	Director
Date: February 3, 2012	Date: February 3, 2012
/S/
Gerry W. Grace
Director
Date: February 3, 2012

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.1*	Engagement Letter between registrant and ParaCap Group, LLC
1.2	Form of Financial Advisory Services Agreement
3.1*	Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form SB-2 No. 333-64089, filed with the Commission on September 23, 1998)
3.2*	Amendment to Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-2 No. 333-129315, filed with the Commission on October 28, 2005)
3.3*	Second Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.3 to the registrant’s Form 10-K for the fiscal year ended December 31, 2007, filed with the Commission on March 27, 2008)
3.4*	Amendment to Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.5 to the registrant’s Form 10-Q for the fiscal quarter ended September 30, 2011, filed with the Commission on November 10, 2011)
4.1*	Form of Stock Certificate of Central Federal Corporation (incorporated by reference to Exhibit 4.0 to the registrant’s Registration Statement on Form SB-2 No. 333-64089, filed with the Commission on September 23, 1998)
4.2*	Certificate of Designation of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Central Federal Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed with the Commission on December 5, 2008)
4.3*	Warrant dated December 5, 2008, to purchase shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed with the Commission on December 5, 2008)
5.1*	Opinion of Silver, Freedman & Taff, L.L.P. regarding the legality of the securities being registered
10.1*	1999 Stock-Based Incentive Plan (as Amended and Restated) (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed with the Commission on March 21, 2000)
10.2*	Central Federal Corporation 2009 Equity Compensation Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed with the Commission on March 31, 2009)
10.3*	Letter Agreement dated December 5, 2008, including Securities Purchase Agreement — Standard Terms, between the Registrant and the United States Department of the Treasury (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the Commission on December 5, 2008)
10.4*	Order to Cease and Desist issued by the Office of Thrift Supervision for CFBank and the Related Stipulation and Consent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 27, 2011)
10.5*	Order to Cease and Desist issued by the Office of Thrift Supervision for Central Federal Corporation and the Related Stipulation and Consent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 27, 2011)
10.6	Form of Standby Purchase Agreement
21.1*	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 30, 2011)
23.1	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5.1)
24.1	Power of Attorney (set forth on signature page)
99.1	Form of Instruction as to Use of Rights Certificates
99.2	Form of Letter to Stockholders Who are Record Holders
99.3	Form of Letter to Stockholders Who are Dealers/Nominees
99.4	Form of Letter to Clients Who are Beneficial Holders
99.5	Form of Nominee Holder Certification
99.6	Form of Beneficial Owner Election Form
99.7*	Form of Broker-Dealer Letter
99.8	Form of Warrant Agreement and Certificate
99.9	Form of Rights Certificate

* Previously filed.

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EX-1.2

Exhibit 1.2

FINANCIAL ADVISORY SERVICES AGREEMENT

Central Federal Corporation

(a Delaware corporation)

Up to 30,000,000 Shares of Common Stock

Including Subscription Rights to Purchase up to 24,965,000 Shares of Common Stock

            , 2011

ParaCap Group LLC

Suite 250

6150 Parkland Blvd.

Cleveland, Ohio 44124

Ladies and Gentlemen:

Central Federal Corporation, a Delaware corporation (the “Company”) hereby confirms the agreement with ParaCap Group LLC (the “Financial Advisor”), subject to the terms and conditions set forth below, with respect to the proposed distribution by the Company to its shareholders of rights entitling their holders to subscribe for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

Section 1. The Offering The Company is distributing, at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on             , 2011 (the “Record Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.”

The Company has separately entered into a “Standby Purchase Agreement” with certain standby purchasers, (the “Standby Purchasers”). Pursuant to the Standby Purchase Agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Rights Offering and the Public Reoffer (as defined below), if any.

The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on             , 2011. The Rights Offering, the offering to the Standby Purchasers, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchasers, and to the public in the Public Reoffer are collectively referred to herein as the “Securities.”

All purchasers of Common Stock in the Stock Offering will receive, without additional charge, one warrant to purchase one additional share of Common Stock for each three shares purchased in the Stock Offering (each a “Warrant” and collectively the “Warrants”). The warrants will be exercisable for three years from the completion of the Stock Offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued, and the number of warrants issued will be rounded down.

In connection with the Stock Offering, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-                    ) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities

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Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The final prospectus, including the preliminary prospectus, and any documents incorporated by reference therein, in the form first furnished to the Financial Advisor for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

Section 2. Appointment of Financial Advisor. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Financial Advisor as its financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the Public Reoffer, if any. It is acknowledged by the Company that neither the Financial Advisor nor any such qualifying broker-dealers shall be obligated to purchase any shares of Common Stock, Rights, or Securities and shall not be obligated to take any action that is inconsistent with any applicable law, regulation, licensure requirements, decision or order.

The Company and the Financial Advisor agree that the Financial Advisor is an independent contractor with respect to its participation in the offering to the Standby Purchasers and the Rights Offering contemplated by this Agreement and the performance of any other financial advisory services to the Company contemplated by this Agreement or otherwise.

In rendering the services contemplated by this Agreement, the Financial Advisor will not be subject to any liability to the Company or any of its affiliates for any act or omission on the part of any securities broker or dealer (other than the Financial Advisor or employees of the Financial Advisor) or any other person, and the Financial Advisor will not be liable for acts or omissions in performing its obligations under this Agreement, except to the extent set forth in Sections 10 and 11, below.

Section 3. Subsequent Agreements With The Standby Purchasers The Company agrees to use its best efforts to provide in the Standby Purchase Agreements and in any subsequent agreements entered into with selected broker-dealer(s) in connection with the Public Reoffer that the Financial Advisor and the broker-dealer(s) that act as a selling group for the Public Reoffer each will be permitted to rely as a third party beneficiary on any representations, warranties, agreements, covenants and other provisions, including opinions of counsel (in each case relating to the applicable Standby Purchaser) contained in the Standby Purchase Agreements.

Section 4. Fees In addition to the expenses specified in Section 8 hereof, as compensation for the Financial Advisor’s services under this Agreement, the Financial Advisor has received or will receive the following fees from the Company; provided, however, notwithstanding anything to the contrary in this Agreement or the Letter Agreement (as defined below), in the event the Stock Offering is not completed the Financial Advisor will receive only a reimbursement of out-of-pocket accountable expenses actually incurred (which in no event will exceed $100,000) and fees with respect to Structuring Services (as defined below) that have been actually performed by the Financial Advisor.

(a) Advisory fees, in consideration for the Financial Advisor’s work in advising the Company with respect to potential structuring alternatives for the Company’s proposed capital-raising transactions (collectively “Structuring Services”), equal to (i) $15,000 paid as an advance upon the execution of the letter agreement, dated August 19, 2010, by and between the Company and the Financial Advisor (the “Letter Agreement”), and (ii) $15,000 payable on the 30th day of each month (with respect to Structuring Services actually performed during such month) during the term of the Letter Agreement, commencing on August 30, 2010 (the fees described in clauses (i) and (ii), collectively, the “Structuring Advisory Fees”). The Company confirms that all Structuring Advisory Fees are payable in respect of Structuring Services actually performed by the Financial Advisor.

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(b) An advisory fee (i) of up to 1.50% (150 basis points) of the aggregate dollar amount of the Common Stock sold to existing stockholders in the Rights Offering; (ii) 5.50% (550 basis points) of the aggregate dollar amount of the Common Stock sold through the exercise of over-subscription rights; (iii) 2.75% (275 basis points) of the aggregate dollar amount of the Common Stock sold in the Public Reoffer, if any (with an additional 2.75% (275 basis points) being paid by the Company to selected broker-dealer(s) in the Public Reoffer, if any; (iv) 1.00% (100 basis points) of the aggregate dollar amount of the Common Stock sold to members of the Board of Directors or employees of the Company or the Bank (as defined below); and (v) $200,000 for advisory services in connection with structuring arrangements with the Standby Purchasers (clauses (i) through (v), collectively, the “Transaction Advisory Fee”). The Transaction Advisory Fee will be reduced by an amount equal to the aggregate amount of Structuring Advisory Fees that were paid prior to the payment of the Transaction Advisory Fee.

(c) In addition, if requested by the board of directors of the Company (the “Board of Directors”) or a special committee of the Board of Directors (the “Special Committee”), the Financial Advisor shall render an opinion to the Board of Directors or the Special Committee as to the fairness, from a financial point of view, to the Company of financial terms of the Rights Offering (an “Opinion”). It is understood that an Opinion will be dated as of a date reasonably proximate to the closing of the Rights Offering and will be subject to such qualifications and assumptions as the Financial Advisor deems necessary or advisable in its professional judgment. It is further understood that, if an Opinion is requested to be included in the Registration Statement or Prospectus relating to the Rights Offering and the Financial Advisor consents to such inclusion, the Opinion will be reproduced in such Registration Statement and Prospectus in full, and any description of or reference to the Financial Advisor or summary of the Opinion in such Registration Statement and Prospectus will be in a form reasonably acceptable to the Financial Advisor and its counsel and consistent with similar descriptions or references in transactions of this type. In rendering an Opinion, the Financial Advisor will direct its advice solely to the Board of Directors or Special Committee, as applicable, and such advice will not constitute a recommendation whether or not any shareholder of the Company should exercise any rights received in connection with the Rights Offering. An Opinion will not be reproduced, summarized, described or referred to without the Financial Advisor’s prior written consent.

In consideration for the Financial Advisor rendering the Opinion, the Company shall pay the Financial Advisor a fee of $75,000, payable upon delivery of the Financial Advisor’s Opinion (the “Opinion Fee”), if such Opinion is requested by the Company. The Opinion Fee shall be earned when paid and shall be nonrefundable, even in the event that the Financial Advisor is unable to provide its opinion that the financial terms of the Rights Offering are fair, from a financial point of view, to the Company, or if the Company or any other party determines not to proceed with the subject Rights Offering.

In compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(C), the Financial Advisor will not receive any payment of fees or reimbursement of expenses prior to the commencement of the Stock Offering, except a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Financial Advisor (which in no event will exceed $100,000), which advance will be reimbursed to the Company to the extent not actually incurred and provided that the Financial Advisor may receive payment for applicable Structuring Advisory Fees for Structuring Services that were actually performed by the Financial Advisor. The Structuring Advisory Fees, the Transaction Advisory Fee and the Opinion Fee are non-negotiable and, except as provided in paragraph (b) of this Section 4, are not subject to any reduction, set-off, counterclaim or refund for any reason.

If this Agreement is terminated in accordance with the provisions of Section 9 or 13 hereof or the sale of the Securities is not consummated, notwithstanding anything to the contrary in this Agreement or the Letter Agreement, the Financial Advisor will receive only the Opinion Fee (if applicable), the Structuring Advisory Fees, and a reimbursement of out-of-pocket accountable expenses actually incurred; provided, however, that the amount of expenses to be reimbursed shall not exceed, in the aggregate, $100,000.

Section 5. Closing If at least the minimum number of Securities, as disclosed on the cover of the Prospectus, is sold, the Company agrees to issue or have issued the Securities sold and to deliver the certificates, or other evidence, for such Securities at the Closing Times (as defined below) against payment therefor by release of funds from the Subscription Agent, Registrar and Transfer Company (the “Initial Closing”). In addition, the Public Reoffer shall expire at the earlier of 5:00 p.m. Eastern Time, on             , 2011 or the date on which the Company shall have accepted subscriptions for all shares of Common Stock remaining for purchase as reflected in the Prospectus Supplement (the “Reoffer Closing”). The Initial Closing shall be held at the offices of Silver, Freedman & Taff, L.L.P. in Washington, D.C., at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto. At the Initial Closing, the Company shall deliver to the Financial Advisor by wire transfer in same-day funds the commissions, fees and expenses owing to the Financial Advisor as set forth in Sections 4 and 8 hereof and the opinions required hereby,

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and other documents deemed reasonably necessary by the Financial Advisor shall be executed and delivered to effect the Stock Offering and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company shall notify the Financial Advisor by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or other evidence of the Securities shall be delivered directly to the purchasers thereof in accordance with their instructions. The date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Company shall release for delivery all of the Securities in accordance with the terms hereof is called the “Initial Closing Time.” The date upon which the Company shall release for delivery all of the Securities, in accordance with the terms of the Public Reoffer, is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Company shall release for delivery all of the Securities in connection with the Public Reoffer and in accordance with the terms hereof is called the “Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”)

Section 6. Representations and Warranties of the Company

The Company represents and warrants to the Financial Advisor on each of the date hereof, the Initial Closing Date and the Reoffer Closing Date that:

(a) The Company has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to distribute the Rights and issue and sell the Securities as provided herein and as described in the Prospectus. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been validly executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Financial Advisor, is a valid, legal and binding obligation of the Company enforceable in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally, or the rights of creditors of savings institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) (including the laws relating to the rights of the contracting parties to equitable remedies) (the “Bankruptcy and Equitable Relief Exception”).

(b) The agreement by and between the Company and the Escrow Agent, Registrar and Transfer Company (the “Escrow Agent”), (the “Escrow Agreement”) has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Escrow Agent, constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except to the extent that such enforceability may be limited by the Bankruptcy and Equitable Relief Exception.

(c) [Reserved.]

(d) The Registration Statement was declared effective by the Commission on             , 2011 and no stop order has been issued with respect thereto and no proceedings therefore have been initiated or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the Securities Act and the Securities Act Regulations, and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), any Blue Sky Application or any Sales Information (as such terms are defined in Section 10 hereof) authorized by the Company for use in connection with the Stock Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or 424(c) Prospectus was filed with the Commission and at the Closing Times referred to in Section 5, the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any Blue Sky Application or any Sales Information authorized by the Company for use in connection with the Stock Offering, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(d) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Financial Advisor expressly regarding the Financial Advisor for use under the caption “Plan of Distribution”, in the Prospectus (the “Financial Advisor Information”).

(e) At the time of filing the Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of

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Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”). At the time of the filing of the Registration Statement and at the time of the use of any issuer free writing prospectus, as defined in Rule 433(h) of the Securities Act Regulations, the Company met the conditions required by Rules 164 and 433 of the Securities Act Regulations (“Rule 433”) for the use of a free writing prospectus. If required to be filed, the Company has timely filed or will timely file any issuer free writing prospectus related to the offered Securities at the time it is required to be filed under Rule 433 and, if not required to be filed, will retain such free writing prospectus in the Company’s records pursuant to Rule 433(g) and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Securities, the Company will file or retain such free writing prospectus as required by Rule 433.

(f) As of the Applicable Time, neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer- Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Securities or any Issuer-Represented Free Writing Prospectus based upon and in conformity with the Financial Advisor Information. As used in this paragraph and elsewhere in this Agreement:

(i) “Applicable Time” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Securities.

(ii) “Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h), relating to the offered Securities that is required to be filed with the Commission by the Company or required to be filed with the Commission. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the Securities Act.

(iii) “Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

(iv) “Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433, that is made available without restriction pursuant to Rule 433(d)(8)(ii) or otherwise, even though not required to be filed with the Commission.

(v) “Statutory Prospectus,” as of any time, means the Prospectus relating to the offered Securities that is included in the Registration Statement relating to the offered Securities immediately prior to that time, including any document incorporated by reference therein.

(g) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Stock Offering and sale of the offered Securities or until any earlier date that the Company notified or notifies the Financial Advisor (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or General Disclosure Package relating to the offered Securities; provided, however this sentence shall not apply to statements or omissions made in reliance upon and in conformity with the Financial Advisor Information. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or General Disclosure Package relating to the offered Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Financial Advisor so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(h) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act

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Regulations or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission under the Exchange Act (the “Exchange Act Regulations”), as applicable, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued, at the Applicable Time and at the Closing Times referred to in Section 5 hereof, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(i) To the knowledge of the Company, Crowe Horwath LLP, the accounting firm that certified the financial statements and supporting schedules of the Company included in the Registration Statement and the Prospectus is an independent registered public accounting firm with the Public Company Accounting Oversight Board as required by the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations. With respect to the Company, Crowe Horwath LLP is not and has not been in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and the related rules and regulations of the Commission.

(j) The consolidated financial statements of the Company, together with the related schedules and notes, included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly the financial condition and results of operations of the Company and its consolidated subsidiaries (including CFBank (the “Bank”)) at the dates indicated and the periods specified on its balance sheet, income statement, statements of changes in stockholders’ equity and statements of cash flows. The financial statements comply in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X and accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods presented, and present fairly in all material respects the information required to be stated therein. The other financial, statistical and pro forma information and related notes included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, General Disclosure Package and the Prospectus. No other financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act, the Exchange Act Regulations and Item 10 of Regulation S-K of the Securities Act Regulations.

(k) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, and except as described in or specifically contemplated by the Prospectus and the General Disclosure Package: (i) the Company and its subsidiaries (including the Bank) have not incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any material verbal or written agreement or other transaction whether or not arising in the ordinary course of business or that could result in a material reduction in the future earnings of the Company and its subsidiaries (including the Bank) (taken as a whole); (ii) there has not been any material increase in the long-term debt of the Company and its subsidiaries (including the Bank) (taken as a whole) or in the aggregate dollar or principal amount of the Company’s and its subsidiaries (including the Bank) (taken as a whole) assets that are classified as substandard, doubtful or loss or loans that are 90 days or more past due or real estate acquired by foreclosure; (iii) there has not been any condition, event, change or occurrence that has or may reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities, or operations of the Company and its subsidiaries (including the Bank) on a consolidated basis (a “Material Adverse Effect”) on the aggregate dollar amount of the Company’s and its subsidiaries’ (including the Bank) (taken as a whole) deposits or net income; (iv) there has been no material adverse change in the Company’s and its subsidiaries’ (including the Bank) relationship with its insurance carriers, including, without limitation, cancellation or other termination of the Company’s or its subsidiaries’ (including the Bank) fidelity bond or any other type of insurance coverage; (v) there has been no material change in management of the Company or its subsidiaries (including the Bank); (vi) the Company and its subsidiaries (including the Bank) have not sustained any material loss or interference with their respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (vii) the Company has not paid or declared any dividends or other distributions with respect to its capital stock and the Company and its subsidiaries (including the Bank) are not in default in the payment of principal or interest on any outstanding debt obligations; and (viii) there has not been any change in the capital stock of the Company or its subsidiaries (including the Bank).

(l) The Company is a registered savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”), has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, and is qualified to transact business and is in good

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standing in each jurisdiction in which the conduct of business requires such qualification unless the failure to qualify in one or more of such jurisdictions would not have a Material Adverse Effect. The Company and the Bank have obtained all licenses, permits and other governmental authorizations required for the conduct of each of their respective businesses, except those that individually or in the aggregate would not have a Material Adverse Effect; and all such licenses, permits and governmental authorizations are in full force and effect, and the Company is in compliance therewith in all material respects.

(m) Each direct or indirect subsidiary of the Company, other than the Bank, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing (singly or in the aggregate) would not result in a Material Adverse Effect. The Bank is a duly organized and validly existing federally-chartered stock savings bank chartered under the laws of the United States. All of the issued and outstanding capital stock of each such subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries (including the Bank), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Company or any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

(n) The deposit accounts of the Bank are insured by the FDIC to the legal maximum, and the Bank has paid all premiums and assessments required by the FDIC and the regulations thereunder and no proceeding for the termination or revocation of such insurance is pending or, to the Company’s knowledge, threatened. The Bank is a member of the Federal Home Loan Bank of Cincinnati.

(o) The Securities have been duly authorized for issuance and sale as provided herein and as described in the General Disclosure Package and the Prospectus, the Company has a duly authorized and outstanding capitalization as set forth under “Capitalization” in the General Disclosure Package and the Prospectus, and all the issued and outstanding shares of capital stock are, and the Securities when issued, delivered and paid for as described in the General Disclosure Package and the Prospectus will be, validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership of them; the issuance of the Securities is not subject to preemptive or other similar rights; and the terms and provisions of the Securities will conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. Upon issuance of the Securities sold, good title to the Securities will be transferred from the Company to the purchasers of Common Stock against payment therefor as set forth in the General Disclosure Package and Prospectus and any applicable certificates used to evidence the Securities will be in due and proper form.

(p) Except as set forth in the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries (including the Bank) is in violation of their respective articles of incorporation or charter or their respective bylaws, or in material breach or default in the performance or observance of any obligation, agreement, covenant, or condition contained in any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any subsidiary (including the Bank) is a party or by which they, or any of their respective property, may be bound (collectively, “Agreements and Instruments”) that would result in a Material Adverse Effect and there does not exist any state of facts that constitutes an event of default on the part of the Company or any of its subsidiaries (including the Bank) as defined in the Agreements and Instruments or that, with notice or lapse of time or both, would constitute such an event of default that individually or in the aggregate would result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Escrow Agreement, and the consummation of the transactions contemplated by this Agreement, the Escrow Agreement, and in the Registration Statement (including, without limitation, the distribution of the Rights and the allotment, issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Bank, as applicable, with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary (including the Bank) pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults, Repayment Events, or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles of incorporation or charter or bylaws of the Company or any subsidiary (including the Bank) or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government

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instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary (including the Bank) or any of their assets, properties or operations except for violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary (including the Bank).

(q) Except as disclosed in the General Disclosure Package and the Prospectus, no enforcement proceeding, whether formal or informal, has been commenced against the Company or any of its subsidiaries (including the Bank) by the Office of Thrift Supervision (“OTS”) or FDIC or, to the Company’s and its subsidiaries’ (including the Bank) knowledge any other governmental authority, nor have any such proceedings been instituted, or threatened or recommended. Except as disclosed in the General Disclosure Package and the Prospectus, the Company and its subsidiaries (including the Bank) are not in violation of any directive from the OTS, the FDIC, or any other agency that has directed the Company or any of its subsidiaries (including the Bank) to make any material change in the method of conducting their respective businesses; except as disclosed in the General Disclosure Package and the Prospectus, the Company and its subsidiaries (including the Bank) have conducted and are conducting their respective businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OTS, the Commission and the FDIC (including the Order to Cease and Desist dated May 25, 2011 issued against the Company and the Order to Cease and Desist, dated May 25, 2011 issued against the Bank)), and there is no legal or regulatory action, injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries (including the Bank) is or may be a party or of which property owned or leased by the Company or any of its subsidiaries (including the Bank) is or may be the subject, or related to environmental, discrimination or financial regulatory matters, which actions, suits or proceedings might, individually or in the aggregate, prevent or adversely affect the transactions contemplated by this Agreement or are likely to result in a Material Adverse Effect.

(r) No labor dispute with the employees of the Company or any subsidiary (including the Bank) exists or, to the knowledge of the Company and the Bank, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of the Company or any of its subsidiaries (including the Bank) principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

(s) The Company has or its subsidiaries (including the Bank) have good and marketable title to all their properties and assets, free and clear of all liens, charges, encumbrances or restrictions, except such as do not materially adversely affect the value of such properties and assets and do not interfere with the use made or proposed to be made of such properties and assets by the Company and its subsidiaries (including the Bank); all of the leases and subleases material to the business of the Company or its subsidiaries (including the Bank) or under which the Company and its subsidiaries (including the Bank) hold properties described in the General Disclosure Package and the Prospectus are in full force and effect; and the Company has or its subsidiaries (including the Bank) have no notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its subsidiaries (including the Bank) as owner or as lessee or sublessee under any of the leases or subleases mentioned above, or materially affecting or questioning the rights of the Company or its subsidiaries (including the Bank) to the continued possession of the leased or subleased premises under any such lease or sublease. Except as disclosed in the General Disclosure Package and the Prospectus and other than such leases and properties as are immaterial in the aggregate, the Company or its subsidiaries (including the Bank) owns or leases all such properties as are necessary to its operations as now conducted or as proposed to be conducted.

(t) The Company and its subsidiaries (including the Bank) have sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals and governmental authorizations to conduct their businesses as now conducted; the expiration of any trademarks, trade names, patent rights, copyrights, licenses, approvals or governmental authorizations would not, individually or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries (including the Bank) have no knowledge of any material infringement by them of trademarks, trade names, patent rights, copyrights, licenses, trade secrets or other similar rights of others, and, to the Company’s and its subsidiaries’ (including the Bank) knowledge, there is no claim being made against the Company or any of its subsidiaries (including the Bank) regarding trademark, trade name, patent, copyright, license, trade secret or other infringement that could, individually or in the aggregate, have a Material Adverse Effect.

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(u) The Company and the Bank have timely filed or requested an extension of all required federal, state and local tax returns, have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for similar future tax liabilities, and no deficiency has been asserted with respect thereto by any taxing authority.

(v) The statistical and market related data contained in the General Disclosure Package, the Prospectus and the Registration Statement are based on or derived from sources that the Company believes are reliable and accurate.

(w) The Company and each of its subsidiaries (including the Bank) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(x) The Company and its subsidiaries (including the Bank) maintain disclosure controls and procedures (as such term is defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act) and internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Since the end of the Company’s most recent audited fiscal year, the Company’s independent registered public accounting firm and the Audit Committee of the Board of Directors have not been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data; (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; or any (iii) change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(y) The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) and 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act.

(z) Except for the consents required by the OCC and FINRA, and the approval of the Board of Governors of the Federal Reserve System (the “FRB”) in connection with the Standby Purchasers, all of which have been or will be obtained, no approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required for the execution, delivery and performance of this Agreement or the Escrow Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or by the Escrow Agreement, including, without limitation, the distribution of the Rights and the allotment, issue and sale of the Common Stock, except those that have been obtained and those that may be required under the Securities Act, the Securities Act Regulations or under state securities laws or Blue Sky laws of the various states in which the Securities are to be offered.

(aa) Other than as disclosed in the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities within the last 18 months (except for notes to evidence bank loans or other liabilities in the ordinary course of business); (ii) had any dealings with respect to sales of securities within the 12 months prior to the date hereof with any other member of FINRA, or any person related to or associated with another member, other than discussions and meetings relating to the Stock Offering and purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) engaged any intermediary between the Financial Advisor and the Company in connection with the Stock Offering, and no person is being compensated in any manner for such services; or (iv) entered into a financial or management consulting agreement except for the Letter Agreement and as contemplated hereunder.

(bb) There are no material contracts or other documents that are required to be described in the General Disclosure Package and the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations that have not been described in the General Disclosure Package and the Prospectus and filed as exhibits to the Registration Statement or incorporated in the Registration Statement by reference as permitted by the Securities Act Regulations; the contracts so described in the General Disclosure Package and the Prospectus are in full force and effect on the date hereof; the descriptions thereof or references thereto are correct in all material respects; and neither the Company nor any of its subsidiaries (including the Bank), nor, to the knowledge of the Company, any other party is in breach of or default under any of such contracts.

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(cc) Neither the Company nor any of its subsidiaries (including the Bank) nor, to the knowledge of the Company, any director, officer, Financial Advisor, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries (including the Bank) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(dd) Except as described in the General Disclosure Package and the Prospectus, the Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act, the rules and regulations of the Commission thereunder, and the corporate governance and other rules and requirements of the Nasdaq Capital Market and will comply in all material respects with any such provisions that will become effective in the future upon their effectiveness. The Bank complies in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(ee) The Company has not relied upon the Financial Advisor or its counsel for any legal, tax or accounting advice in connection with the Stock Offering.

(ff) The Company and its subsidiaries (including the Bank) comply in all material respects with all laws, rules and regulations relating to environmental protection, and none of them has been notified or is otherwise aware that any of them is potentially liable, or is considered potentially liable, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Federal, state or local environmental laws and regulations; no action, suit, regulatory investigation or other proceeding is pending, or to the knowledge of the Company, threatened against the Company relating to environmental protection, nor does the Company or its subsidiaries (including the Bank) have any reason to believe any such proceedings may be brought against any of them; and, to the knowledge of the Company, no disposal, release or discharge of hazardous or toxic substances, pollutants or contaminants, including petroleum and gas products, as any of such terms may be defined under federal, state or local law, has occurred on, in, at or about any facilities or properties owned or leased by the Company or its subsidiaries (including the Bank) or in which the Company or its subsidiaries (including the Bank) have a security interest, unless such disposal, release or discharge would not have a Material Adverse Effect.

(gg) The Company and each of it subsidiaries (including the Bank) or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “employee benefit plan” (as defined in ERISA) for which the Company or any of it subsidiaries (including the Bank) or ERISA Affiliates would have any liability after the date of this Agreement; the Company and each of its subsidiaries (including the Bank) or their ERISA Affiliates have not incurred and do not expect to incur liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (B) Sections 412, 4971, 4975 or 4980B of the United States Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively the “Code”); and each “employee benefit plan” for which the Company and each of its subsidiaries (including the Bank) or any of their ERISA Affiliates would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing as occurred, whether by action or by failure to act, which would cause the loss of such qualification. “ERISA Affiliate” means, with respect to the Company or a subsidiary (including the Bank), any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code or Section 400(b) of ERISA of which the Company or such subsidiary (including the Bank) is a member.

(hh) All of the loans represented as assets on the most recent financial statements or selected financial information of the Bank and the Company included in the General Disclosure Package or the Prospectus comply with or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulations Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not result in a Material Adverse Effect.

(ii) The Company and its subsidiaries (including the Bank) maintain insurance of the type and in the amount generally deemed adequate for their respective businesses, including, but not limited to, general liability insurance, fidelity bond insurance and insurance covering real and personal property owned or leased by the Company or its subsidiaries (including the Bank) against theft, forgery, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect.

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(jj) The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(kk) The Company has not distributed and, prior to the later to occur of (i) the Closing Times and (ii) completion of the distribution of the Securities, will not distribute any prospectus (as such term is defined in the Securities Act and the Securities Act Regulations) in connection with the offering and sale of the Securities other than the Registration Statement, any preliminary prospectus, the Prospectus, any free writing prospectus or any prospectus supplement, if any, permitted by the Securities Act or by the Securities Act Regulations.

(ll) Neither the Company nor any of its subsidiaries (including the Bank) has participated in any reportable transaction, as defined in 26 C.F.R. § 1.6011-4 (b)(1).

(mm) Any and all material swaps, caps, floors, futures, forward contracts, option agreements (other than employee stock options) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company or one of its subsidiaries (including the Bank) or for the account of a customer of the Company or one of its subsidiaries (including the Bank), were entered into in the ordinary course of business and in accordance with prudent business practice and applicable laws, rules, regulations and policies of all applicable regulatory agencies and with counterparties believed to be financially responsible at the time. Except as set forth in the Prospectus, the Company and each of its subsidiaries (including the Bank) have duly performed all of their obligations thereunder to the extent that such obligations to perform have accrued, and there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder, except for such breaches, violations, defaults, allegations or assertions that, individually or in the aggregate, would not result in a Material Adverse Effect.

(nn) Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from the Company or any subsidiary (including the Bank) any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions contemplated by this Agreement.

(oo) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries (including the Bank), on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of its subsidiaries (including the Bank), on the other, that is required by the Securities Act or by Securities Act Regulations to be described in the Registration Statement and/or the General Disclosure Package and the Prospectus and that is not so described. Any certificates signed by an officer of the Company and delivered to the Financial Advisor or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Company to the Financial Advisor as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein. Any certificate delivered by the Company to its counsel for purposes of enabling such counsel to render the opinions referred to in Section 9(b)(i) will also be furnished to the Financial Advisor and its counsel and shall be deemed to be additional representations and warranties by the Company to the Financial Advisor as to the matters covered thereby and the Financial Advisor and its counsel are entitled to rely thereon.

Section 7. Covenants of the Company The Company hereby covenants with the Financial Advisor as follows:

(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement (including any Issuer-Represented Free Writing Prospectus, Issuer-Represented General Free Writing Prospectus or Issuer- Represented Limited-Use Free Writing Prospectus) without providing the Financial Advisor and its counsel an opportunity to review and comment on such amendment or file any amendment or supplement to which amendment the Financial Advisor or its counsel shall reasonably object. The Company will furnish promptly to the Financial Advisor and its counsel copies of all correspondence from the Commission with respect to the Registration Statement, including the documents incorporated therein, and the Company’s responses thereto.

(b) The Company represents and agrees that, unless it obtains the prior consent of the Financial Advisor, and the Financial Advisor represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the offered Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and Financial Advisor is hereinafter

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referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to Clause (a) of Section 2(a)(10) of the Securities Act without regard to Rule 172 or 173 of the Securities Act Regulations.

(c) The Company, subject to Section 7(a), will comply with the requirements of Rule 430A of the Securities Act Regulations and will notify the Financial Advisor immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Company will promptly effect the filings necessary pursuant to Rule 424(b) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(d) The Company will comply with terms, conditions, requirements and provisions with respect to any agreement entered into by the Company and the Standby Purchasers, subject to the waiver of any provision as provided in the Standby Purchase Agreements.

(e) The Company will refrain during a period of 180 days after the consummation of all sales of Common Stock in the Stock Offering (such 180 day period being referred to herein as the “Lock-Up Period”), without the prior written consent of the Financial Advisor, from (i) offering, pledging, selling, contracting to sell, or selling any option, warrant, or contract to purchase, purchasing any option, warrant, or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing or (ii) entering into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or any security convertible into or exchangeable for Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company shall also cause the Standby Purchasers who are to become directors of the Company, and the current executive officers and directors of the Company, to furnish to the Financial Advisor, on or prior to the date hereof, a letter or letters, in form and substance satisfactory to counsel for the Financial Advisor, pursuant to which each such person or entity shall agree to abide by the aforementioned restrictions, unless they have received prior written consent from the Financial Advisor, for a period of 180 days from the date of the Prospectus. The foregoing sentence shall not apply to (x) any shares of Common Stock issued by the Company upon the exercise of Warrants; (y) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus; or (z) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued in connection with a merger, acquisition of another entity, acquisition of assets or any other similar transaction. Notwithstanding the foregoing, if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Financial Advisor waives, in writing, such extension.

(f) The Company will distribute the Prospectus or other offering materials (including any Permitted Free Writing Prospectus) in connection with the offering and sale of the Common Stock only in accordance with the Securities Act and the Securities Act Regulations, and the laws of any state in which the shares are qualified for sale.

(g) During the time when a prospectus is required to be delivered under the Securities Act, the Company shall at all times comply, in all material respects, with all applicable provisions of the Sarbanes-Oxley Act, including the

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related rules and regulations promulgated thereunder by the Commission and the Nasdaq Capital Market, in effect from time to time.

(h) The Company will timely file an “Additional Listing Application” with the Nasdaq Capital Market in connection with the Securities. The Company will use its best efforts to obtain, effect and maintain the listing of the Securities on the Nasdaq Capital Market and will file with the Nasdaq Capital Market all documents and notices required by the Nasdaq Capital Market of companies that have securities that are listed on the Nasdaq Capital Market.

(i) For so long as the Common Stock is registered under the Exchange Act, the Company will furnish to its stockholders after the end of each fiscal year, in the time periods prescribed by applicable law and regulations, such reports and other information as are required to be furnished to its stockholders under the Exchange Act (including consolidated financial statements of the Company and its subsidiaries (including the Bank), certified by independent public accountants).

(j) The Company and the Bank will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders including, all decisions, directives and orders of the Commission, the FDIC and the OTS, except that the Bank will be unable to comply with the individual minimum capital requirements set forth in a Cease and Desist Order that the Bank entered into with the OTS on May 25, 2011.

(k) The Company and the Bank shall comply with any and all terms, conditions, requirements and provisions imposed by the FDIC, the OCC, the FRB, the Commission, the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations. The Company will comply with all provisions of all undertakings contained in the Registration Statement.

(l) The Company will promptly advise the Financial Advisor upon receipt of any material correspondence by it or any subsidiary (including the Bank) or the commencement of any enforcement action against it or any subsidiary (including the Bank) (formal or otherwise) from or by the FDIC, the OCC, the FRB, or any other regulator.

(m) The Company shall provide the Financial Advisor with any other information necessary to allow the Financial Advisor to manage the allocation process in order to permit the Company to carry out the allocation of the Common Stock in the event of an over-subscription, and all such information shall be accurate and reliable in all material respects.

(n) The Company will not deliver the Common Stock until the Company has satisfied or caused to be satisfied each condition set forth in Section 9 hereof, unless such condition is waived in writing by the Financial Advisor.

Section 8. Payment of Expenses Whether or not the Stock Offering is completed or the sale of the Securities by the Company is consummated, the Company and Bank will pay for all their own expenses incident to the performance of this Agreement, including without limitation: (a) the preparation and filing of any applicable regulatory applications; (b) the preparation, printing, filing, delivery and mailing of the Registration Statement, including the Prospectus and any applicable Proxy Statement, and all documents related to the Stock Offering; (c) all filing fees and expenses in connection with the qualification or registration of the Securities for offer and sale by the Company or the Bank under the securities or “Blue Sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (d) the filing fees with FINRA related to the Financial Advisor’s fairness filing under FINRA Rule 5110; (e) fees and expenses related to auditing and accounting services; (f) all expenses relating to advertising, temporary personnel, investor meetings and stock information center; (g) subscription agent and transfer agent fees and costs of preparation and distribution of stock certificates; and (h) fees payable under the Escrow Agreement.

Whether or not the Stock Offering is completed or the sale of the Securities by the Company is consummated, the Company also agrees to reimburse the Financial Advisor for reasonable out-of-pocket expenses, including legal fees and expenses, incurred by the Financial Advisor in connection with the services hereunder; provided, however, that the amount of legal fees and other expenses to be reimbursed shall not exceed, in the aggregate, $100,000. Not less than two days prior to the Closing Times, the Financial Advisor will provide the Company with a detailed accounting of all reimbursable expenses to be paid at the Closing.

Section 9. Conditions to the Financial Advisor’s Obligations The Company and the Financial Advisor agree that obligations of the Financial Advisor hereunder are subject to the accuracy of the representations and warranties of the

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Company contained herein as of the date hereof and the Closing Times, to the accuracy of the statements of officers and directors of the Company and its subsidiaries (including the Bank) made pursuant to the provisions hereof, to the performance by the Company and its subsidiaries (including the Bank) of their obligations hereunder, and to the following further conditions:

(a) The Registration Statement shall have become effective and at or before the date of this Agreement, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and prior to that time, no stop order proceeding shall have been initiated or, to the Company’s knowledge, threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to the reasonable satisfaction of the Financial Advisor and the Company. The Company shall not have filed with the Commission the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus without consent of the Financial Advisor, which consent shall not have been unreasonably withheld or delayed. The Financial Advisor shall not have discovered and disclosed to the Company, on or prior to the date of this Agreement, that the Registration Statement, the General Disclosure Package or the Prospectus or any amendment or supplement to the Registration Statement, the General Disclosure Package or the Prospectus contains an untrue statement of a fact that, in the reasonable opinion of the Financial Advisor, is material or omits to state a fact that, in the reasonable opinion of the Financial Advisor, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) At each Closing Time, the Financial Advisor shall have received:

(i) The favorable opinion, dated as of the applicable Closing Time, of Silver, Freedman & Taff, L.L.P., acceptable to Financial Advisor and in form and substance satisfactory to counsel for Financial Advisor, as set forth in Exhibit A hereto.

(ii) The letter of Silver, Freedman & Taff, L.L.P. in form and substance to the effect that during the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, Silver, Freedman & Taff, L.L.P. participated in conferences with certain officers of and other representatives of the Company and the Bank, counsel to Financial Advisor, representatives of the independent public accounting firm for the Company and representatives of Financial Advisor at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(i) hereof) Silver, Freedman & Taff, L.L.P. has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and Prospectus, on the basis of the foregoing, nothing has come to the attention of Silver, Freedman & Taff, L.L.P. that caused Silver, Freedman & Taff, L.L.P. to believe that (A) the Registration Statement at the time it was declared effective by the Commission, (B) the General Disclosure Package as of the time and date as of which the subscription ratio and subscription price were determined and as of the date of such letter and (C) the Prospectus, as of its date and as of the date of such letter, contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that counsel need express no comment or opinion with respect to the financial statements, schedules and other financial data included in the Registration Statement, the Prospectus or the General Disclosure Package).

(iii) The favorable opinion, dated as of the applicable Closing Time, of Squire, Sanders & Dempsey (US) LLP, with respect to such matters as the Financial Advisor may reasonably require, in form and substance satisfactory to the Financial Advisor.

(c) Concurrently with the execution of this Agreement and on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement, Crowe Horwath LLP shall have furnished to the Financial Advisor a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to the Financial Advisor, containing statements and information of the type ordinarily included in accountants “comfort letters” with respect to the financial statements of the Company and certain financial information contained in the Prospectus.

(d) At the applicable Closing Time, Crowe Horwath LLP shall have delivered a letter, dated as of such Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (c) of this

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Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.

(e) At the applicable Closing Time, counsel to the Financial Advisor shall have been furnished with such documents and opinions as counsel for the Financial Advisor may reasonably require for the purpose of enabling them to advise the Financial Advisor with respect to the issuance and sale of the Common Stock as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained.

(f) At the applicable Closing Time, the Financial Advisor shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of the Company and the Bank, dated as of such Closing Time, without personal liability to the effect that: (i) they have examined the Prospectus and at the time the Prospectus became authorized for final use, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition, results of operation, capital, properties or business affairs of the Company and the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the representations and warranties contained in Section 6 of this Agreement are true and correct with the same force and effect as though made at and as of the Closing Times; (iv) the Company has complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Times including the conditions contained in this Section 9; and (v) no stop order has been issued or, to their knowledge, is threatened, by the Commission or any other governmental body.

(g) The Company shall not have sustained, since the date of the latest financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change, or any development involving a prospective material change in, or affecting the general affairs of, management, financial position, retained earnings, long-term debt, shareholders’ equity or results of operations of the Company, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus, the effect of which, in any such case described above, is in the Financial Advisor’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Stock Offering on the terms and in the manner contemplated in the Prospectus.

(h) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Financial Advisor and counsel for the Financial Advisor. Any certificate signed by an officer of the Company or the Bank and delivered to the Financial Advisor or to counsel for the Financial Advisor shall be deemed a representation and warranty by the Company or the Bank, as the case may be, to the Financial Advisor as to the statements made therein. If any condition to the Financial Advisor’s obligations hereunder to be fulfilled prior to or at the applicable Closing Time is not fulfilled, the Financial Advisor may terminate this Agreement (provided that if this Agreement is so terminated but the sale of Securities is nevertheless consummated, the Financial Advisor shall be entitled to the compensation provided for in Section 4 hereof) or, if the Financial Advisor so elects, may waive any such conditions which have not been fulfilled or may extend the time of their fulfillment.

Section 10. Indemnification

(a) The Company agrees to indemnify and hold harmless the Financial Advisor, its officers, directors, agents, attorneys, servants and employees and each person, if any, who controls the Financial Advisor within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of paragraph (c) below), joint or several, that the Financial Advisor or any of such officers, directors, agents, attorneys, servants, employees and controlling Persons (collectively, the “Related Persons”) may suffer or to which the Financial Advisor or the Related Persons may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Financial Advisor and any Related Persons upon written demand for any reasonable expenses (including reasonable fees and disbursements of counsel) incurred by the Financial Advisor or any Related Persons in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of the allocation of the Shares in accordance with (x) the Prospectus generally and (y) the records or other information provided to the Financial Advisor by

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the Company; (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), any Issuer-Represented Free Writing Prospectus or any blue sky application, or other instrument or document of the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or qualify any or all of the Securities under the securities laws thereof (collectively, the “Blue Sky Applications”), or any application or other document, advertisement, or communication (“Sales Information”) prepared, made or executed by or on behalf of the Company with its consent or based upon written information furnished by or on behalf of the Company, whether or not filed in any jurisdiction, in order to qualify or register the Securities under the securities laws thereof, (iii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iv) arise from any theory of liability whatsoever relating to or arising from or based upon this Agreement, the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, the Prospectus, any Issuer-Represented Free Writing Prospectus, any Blue Sky Applications or Sales Information or other documentation distributed in connection with the Stock Offering; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statements or alleged untrue material statements in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), any Issuer-Represented Free Writing Prospectus, the Blue Sky Applications or Sales Information or other documentation distributed in connection with the Stock Offering made in reliance upon and in conformity with the Financial Advisor Information.

(b) The Financial Advisor agrees to indemnify and hold harmless the Company, its directors and officers, agents, attorneys, servants and employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of paragraph (c) below), joint or several, which they, or any of them, may suffer or to which they, or any of them, may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Company and any such persons upon written demand for any reasonable expenses (including fees and disbursements of counsel) incurred by them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in, or material omission or alleged material omission of material fact from, the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, Prospectus or any Blue Sky Applications or Sales Information; provided, however, that the Financial Advisor’s obligations under this Section 10(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material omission or alleged material omission relates to, the Registration Statement (or any amendment or supplement thereto), the General Disclosure Package, the Prospectus (or any amendment or supplement thereto), any Blue Sky Applications or Sales Information in reliance upon and in conformity with the Financial Advisor Information.

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 10, Section 11 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it reasonably acceptable to the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (unless an indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or in addition to those of other indemnified parties) for all indemnified parties in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances. The Company shall be liable for any settlement of any claim against the Financial Advisor (or its directors, officers, employees, affiliates or controlling persons), made with the consent of the Company, which consent shall not be unreasonably withheld. The Company shall not, without the written consent of the Financial Advisor, settle or compromise any claim against the Company based upon

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circumstances giving rise to an indemnification claim against the Company hereunder unless such settlement or compromise provides that the Financial Advisor and the other indemnified parties shall be unconditionally and irrevocably released from all liability in respect of such claim.

(d) The agreements contained in this Section 10 and in Section 11 hereof and the representations and warranties of the Company and the Bank set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Financial Advisor or its officers, directors, controlling persons, Financial Advisors, attorneys, servants or employees or by or on behalf of the Company or any officers, directors, controlling persons, Financial Advisors, attorneys, servants or employees of the Company; (ii) delivery of and payment hereunder for the Securities; or (iii) any termination of this Agreement.

Section 11. Contribution In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 10 is due in accordance with its terms but is found in a final judgment by a court to be unavailable from the Company or the Financial Advisor, the Company on the one hand and the Financial Advisor on the other shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such indemnification in such proportion so that (i) the Financial Advisor is responsible for that portion represented by the percentage that the fees paid to the Financial Advisor pursuant to Section 4 of this Agreement (not including expenses) (the “Financial Advisor’s Fees”) less any portion of Financial Advisor’s fees paid by Financial Advisor to assisting brokers, bear to the total proceeds received by the Company from the sale of the Securities in the Stock Offering, net of all expenses of the Stock Offering, except the Financial Advisor’s Fees and (ii) the Company shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law or if the indemnified party or parties failed to give the notice required under Section 10 above, then each indemnifying party or parties shall contribute to such amount paid or payable to such indemnified party or parties in such proportion as is appropriate to reflect not only such relative fault of the Company on the one hand and the Financial Advisor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof), but also the relative benefits received by the Company on the one hand and the Financial Advisor on the other from the Stock Offering, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Financial Advisor on the other hand shall be deemed to be in the same proportion as the total proceeds from the Stock Offering, net of all expenses of the Stock Offering except Financial Advisor’s Fees, received by the Company bear, with respect to the Financial Advisor, to the total fees (not including expenses) received by the Financial Advisor less any portion of Financial Advisor’s fees paid by Financial Advisor to assisting brokers. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Financial Advisor on the other and the parties relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Financial Advisor agree that it would not be just and equitable if contribution pursuant to this Section 11 were determined by pro-rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 11. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to above in this Section 11 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Financial Advisor shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Financial Advisor under this Agreement. It is understood and agreed that the above-stated limitation on the Financial Advisor’s liability is essential to the Financial Advisor and that the Financial Advisor would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution with respect to any loss or liability arising from such misrepresentation from any person who was not found guilty of such fraudulent misrepresentation. For purposes of this Section 11, each of the Financial Advisor’s and the Company’s officers and directors and each person, if any, who controls the Financial Advisor or the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company and the Financial Advisor. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 11, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 11.

Section 12. Survival All representations, warranties and indemnities and other statements contained in this Agreement or contained in certificates of officers of the Company or the Financial Advisor submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any

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investigation made by or on behalf of the Financial Advisor or its controlling persons, or by or on behalf of the Company and shall survive the issuance of the Securities, and any legal representative, successor or assign of the Financial Advisor, the Company and any indemnified person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

Section 13. Termination The Financial Advisor may terminate this Agreement by giving the notice indicated below in this Section 13 at any time after this Agreement becomes effective as follows:

(a) In the event (i) the Company has failed, refused or been unable to perform any agreement on its part to be performed under this Agreement, (ii) there has been, since the dates as of which information is given in the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the net asset value of the Company or the tax, exchange, control or other laws or regulations applicable to the Company or the Company has made any material change in its management or method of operations as described in the General Disclosure Package and the Prospectus, the effect of which renders it impracticable to proceed with the solicitation of the exercise of Rights; (iii) the Financial Advisor terminates this relationship because there has been a material adverse change in the financial condition or operations of the Company and the Bank considered as one enterprise since the date of the latest audited financial statements included in the Prospectus; (iv) any other condition of the Financial Advisor’s obligations under this Agreement is not fulfilled; (v) trading in securities generally on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Capital Market has been suspended, or there shall have been established by the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Capital Market or by the Commission or by any federal or New York State agency or by the decision of any court of competent jurisdiction, any general limitation on prices for such trading or any general restrictions on the distribution of securities, all to such a degree as would, in the reasonable judgment of the Financial Advisor, render it impracticable to proceed with the solicitation of the exercise of Rights; (vi) a general banking moratorium has been declared by federal, Ohio or New York authorities or by any other state authorities that, in the Financial Advisor’s reasonable judgment, makes it impracticable to proceed with the solicitation of the exercise of Rights, (vii) there has been a material adverse change in general economic, political or financial conditions in the United States, or in the effect of international conditions on the financial markets in the United States such that, in the reasonable judgment of the Financial Advisor, it is impracticable to proceed with the solicitation of the exercise of Rights or (viii) the United States becomes engaged in hostilities, a material escalation occurs in any hostilities in which the United States is engaged, or war or a national emergency is declared by the United States on or after the date of this Agreement the effect of which, in the reasonable judgment of the Financial Advisor, would render it impracticable to proceed with the solicitation of the exercise of the Rights.

(b) If any of the conditions specified in Section 9 hereof shall not have been fulfilled when and as required by this Agreement, or by any Closing Time, or waived in writing by the Financial Advisor, this Agreement and all of the Financial Advisor’s obligations hereunder may be canceled by the Financial Advisor by notifying the Company of such cancellation in writing at any time at or prior to the Closing Times, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 4, 8, 10 and 11 hereof.

(c) If Financial Advisor elects to terminate this Agreement as provided in this Section, the Company shall be notified by the Financial Advisor as provided in Section 14 hereof.

(d) If this Agreement is terminated in accordance with the provisions of this Agreement or the sale of the Securities is not consummated, notwithstanding anything to the contrary in this Agreement or the Letter Agreement, the Financial Advisor will receive the Structuring Advisory Fees, the Opinion Fee (if applicable), and a reimbursement of out-of-pocket accountable expenses actually incurred; provided, however, that the amount of expenses to be reimbursed shall not exceed, in the aggregate, $100,000.

Section 14. Notices All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Financial Advisor shall be directed to ParaCap Group LLC, Suite 250, 6150 Parkland Blvd., Cleveland, Ohio 44124, Attention: Charles Crowley (with a copy to Squire, Sanders & Dempsey (US) LLP, 4900 Key Tower, 127 Public Square, Cleveland, Ohio 44114, Attention: Daniel G. Berick); notice to the Company shall be directed to Central Federal Corporation, 2923 Smith Road, Fairlawn, Ohio 44333, Attention: Jerry F. Whitmer (with a copy to Silver, Freedman & Taff, L.L.P., 3299 K Street, N.W., Suite 100, Washington, DC 20007, Attention: James S. Fleischer, PC).

Section 15. No Fiduciary Relationship The Company acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Agreement, the Company on the one hand and the Financial Advisor on the other have an arms-length business relationship that creates no fiduciary duty on the part of the Financial Advisor

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and each of the Company and the Financial Advisor expressly disclaims any fiduciary relationship. In addition, the Financial Advisor and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. The Financial Advisor has not provided any legal, accounting, regulatory or tax advice with respect to the Stock Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 16. Parties This Agreement shall inure to the benefit of and be binding upon the Financial Advisor and the Company, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 10 and 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties, supersedes any prior agreement among the parties, including the Letter Agreement, and may not be varied except by a writing signed by all parties.

Section 17. Partial Invalidity In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstance or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 18. Construction This Agreement shall be construed in accordance with the laws of the State of Ohio without giving effect to its conflicts of laws principles. Any dispute hereunder shall be brought in a court in the State of Ohio. The Company and the Financial Advisor waive all right to trial by jury in any action, proceeding, claim or counterclaim (whether based on contract, tort or otherwise) related to or arising out of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Financial Advisor on the one hand, and the Company on the other in accordance with its terms.

Very truly yours,

CENTRAL FEDERAL CORPORATION

By:

Name:

Title:

The foregoing Financial Advisory Services Agreement is

hereby confirmed and accepted as of the date first set forth above.

PARACAP GROUP LLC

By:

Name:

Title:

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EX-10.6

EXHIBIT 10.6

AMENDED STANDBY PURCHASE AGREEMENT

THIS STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of                     , 2012, is by and among Central Federal Corporation, a Delaware corporation (the “Company”), and                                 (a “Standby Purchaser”).

WITNESSETH:

WHEREAS, the Company proposes, pursuant to the Registration Statement (as defined herein), to commence an offering to holders of its common stock par value $0.01 per share (the “Common Stock”) of record as of the close of business on a date to be determined by the Board of Directors of the Company (the “Record Date”), of non-transferable rights (the “Rights”) to subscribe for and purchase additional shares of Common Stock (the “New Shares”) at a subscription price of $1.00 per share (the “Subscription Price”) for an aggregate offering amount of up to $25.0 million, subject to adjustment based on the amount determined to be necessary to comply with Section 6(f) of this Agreement (the “Rights Offering”); and

WHEREAS, pursuant to the Rights Offering, the Company will distribute to each of its shareholders of record as of the Record Date, at no charge, one Right for each share of Common Stock held by such shareholders as of the Record Date, and each Right will entitle the holder to purchase, for each share of Common Stock owned as of the Record Date, New Shares at the Subscription Price (the “Basic Subscription Privilege”); and

WHEREAS, each holder of Rights who exercises in full its Basic Subscription Privilege will be entitled to subscribe for additional shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privileges up to the total number of New Shares, at the Subscription Price (the “Over-Subscription Privilege”); and

WHEREAS, the Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public, on a best efforts basis, at the Subscription Price per share (the “Public Reoffer”); and

WHEREAS, for each three New Shares of Common Stock subscribed for in the Rights Offering or the Public Reoffer, purchasers will receive, without charge, one warrant to purchase one additional share of Common Stock at a purchase price of $1.00 per share (the “Warrant”). The Warrant will be exercisable for a period of three years from the closing, may be exercised only by cash payment and will be non-transferable. No fractional Warrants will be issued and Warrants will be rounded down. By way of example, a purchaser purchasing three New Shares will receive one Warrant and a purchaser purchasing five New Shares will receive one Warrant, while a purchaser purchasing six New Shares will receive two Warrants; and

WHEREAS, in order to facilitate the Rights Offering, the Company has requested the Standby Purchaser (as defined herein) to agree, and the Standby Purchaser has agreed, subject to the terms and conditions of this Agreement, to acquire from the Company, at the Subscription Price,                     shares of Common Stock and                     Warrants (such number of shares and Warrants, the “Securities”) in conjunction with the Rights Offering (the “Standby Offering” and, together with the Rights Offering and the Public Reoffer, if any, the “Stock Offerings”); and

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Certain Other Definitions. The following terms used herein shall have the meanings set forth below:

“Affiliate” shall mean an affiliate (as defined in Rule 12b-2 under the Exchange Act) of such Standby Purchaser; provided that such Standby Purchaser or any of its affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights with respect to such affiliate.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Bank” shall mean CFBank, a federally chartered savings association and a wholly owned subsidiary of the Company,

“Bank Board” shall mean the board of directors of the Bank.

“Banking Regulators” means any federal or state authority or agency having jurisdiction over banks, savings and loan associations, savings bank or other financial institutions or their holding companies, including, without limitation, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Federal Reserve.

“Basic Subscription Privilege” shall have the meaning set forth in the recitals hereof.

“Board of Directors” shall mean the board of directors of the Company.

“Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which banks are generally closed in the State of Ohio.

“Certificate of Incorporation” shall have the meaning set forth in Section 3(d) hereof.

“Closing” shall mean the closing of the purchases described in Section 2 hereof, which shall be held at the offices of Silver, Freedman & Taff, L.L.P., in Washington, D.C., at 10:00 a.m., Eastern Time, on the Closing Date or at such other place and time as shall be agreed upon by the parties hereto.

“Closing Date” shall mean the date of the Closing.

“Commission” shall mean the United States Securities and Exchange Commission, or any successor agency thereto.

“Common Stock” shall have the meaning set forth in the recitals hereof.

“Company” shall have the meaning set forth in the preamble hereof.

“Cure Period” shall have the meaning set forth in Section 6(h) hereof.

“Designated Investor Directors” shall have the meaning set forth in Section 7(a)(vi)(A)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

“Information Agent” shall have the meaning set forth in Section 4(d) hereof.

“Market Adverse Effect” shall have the meaning set forth in Section 7(a)(iii) hereof.

“Material Adverse Effect” shall mean a material adverse effect on the financial condition, or on the earnings, financial position, operations, assets, results of operations or business of the Company and its Subsidiaries taken as a whole; provided that the meaning shall exclude any changes from general economic, industry, market or competitive conditions or changes in laws, rules or regulations generally affecting Persons in the Company’s industry so long as the Company is not disproportionately affected.

“Merger Transaction” shall have the meaning set forth in Section 17 hereof.

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“NASDAQ” shall mean the NASDAQ Capital Market.

“New Shares” shall have the meaning set forth in the recitals hereof.

“Non-Disclosure Agreement” shall have the meaning set forth in Section 12 hereof.

“Over-Subscription Privilege” shall have the meaning set forth in the recitals hereof.

“Person” shall mean an individual, corporation, partnership, association, joint stock company, limited liability company, joint venture, trust, governmental entity, unincorporated organization or other legal entity.

“Prospectus” shall mean the final Prospectus, including any information relating to the Rights Offering and the Public Reoffer, if any, including the Rights and the underlying shares of Common Stock, and the Warrants and the Warrant Shares, and the additional shares of Common Stock and Warrants and the Warrant Shares to be offered and sold in the Standby Offering, that is filed with the Commission pursuant to Rule 424(b) and deemed by virtue of Rule 430A of the Securities Act to be part of such registration statement, each as amended, for use in connection with the issuance of the Rights and the Rights Offering.

“Record Date” shall have the meaning set forth in the recitals hereof.

“Registration Statement” shall mean the Company’s Registration Statement on Form S-1 to be filed with the Commission together with all exhibits thereto and any prospectus supplement relating to the Stock Offerings, the Rights and the underlying shares of Common Stock and Warrants and the Warrant Shares, and the additional shares of Common Stock, Warrants and Warrant Shares to be offered and sold in the Standby Offering, pursuant to which the Rights and underlying shares of Common Stock, Warrants and Warrant Shares have been registered under the Securities Act.

“Rights” shall have the meaning set forth in the recitals hereof.

“Rights Offering” shall have the meaning set forth in the recitals hereof.

“Securities” shall have the meaning set forth in the recitals hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

“Standby Offering” shall have the meaning set forth in the recitals hereof.

“Standby Purchaser” shall mean the Standby Purchaser named in the recitals hereof.

“Stock Offerings” shall have the meaning set forth in the recitals hereof.

“Subscription Price” shall have the meaning set forth in the recitals hereof.

“Subsidiaries” shall have the meaning set forth in Section 3(e) hereof.

“Superior Proposal” shall mean an unsolicited written, bona fide proposal that the Company’s Board of Directors determines, in its good faith judgment (after consultation with the Company’s outside legal counsel and investment bankers) (i) to be more favorable from a financial point of view to the stockholders of the Company than the transactions contemplated by this Agreement, (ii) to be reasonably likely to be completed, taking into account all legal, financial and regulatory aspects of the proposal and (iii) that the Company’s Board of Directors, after consultation with its legal counsel, determines in good faith that it must accept to comply with its fiduciary duties.

“Warrants” shall have the meaning set forth in the recitals hereof.

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“Warrant Shares” shall mean the shares of Common Stock issuable upon the Exercise of Warrants.

Section 2. Standby Purchase Commitment.

(a) Subject to the terms and conditions of this Agreement, the Standby Purchaser hereby agrees to purchase the Securities from the Company, and the Company hereby agrees to sell the Securities to the Standby Purchaser, at the Subscription Price.

(b) Payment of the Subscription Price for the Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of the Securities to the Standby Purchaser, in United States dollars by means of certified or cashier’s checks, bank drafts, money orders or wire transfers.

Section 3. Representations and Warranties of the Company. The Company represents and warrants to the Standby Purchaser as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and to perform its obligations under this Agreement.

(b) This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) Once the Registration Statement is declared effective by the Commission, no stop order will have been issued with respect thereto and no proceedings therefore will have been initiated or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information will have been complied with. On the effective date, each of the Registration Statement and the Prospectus (and all documents and filings incorporated by reference therein) will comply in all material respects with the requirements of the Securities Act and the Exchange Act, to the extent applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the Closing Date, each of the Registration Statement and the Prospectus (and all documents and filings incorporated therein) will comply in all material respects with the requirements of the Securities Act and the Exchange Act, to the extent applicable, and will not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by the Standby Purchaser for use in the Registration Statement or in the Prospectus.

(d) All of the Securities (including the Warrant Shares) and New Shares will have been duly authorized for issuance prior to the Closing, and, when issued and distributed by the Company, will be validly issued, fully paid and non-assessable; and none of the Securities (including the Warrant Shares) or New Shares will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s Certificate of Amendment to the Company’s Certificate of Incorporation, as amended through the Closing Date (the “Certificate of Incorporation”) or Amended and Restated Bylaws, in each case as currently in effect, or any material agreement or instrument to which the Company is a party or by which it or its assets are bound.

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(e) Neither the Company nor any of its direct or indirect subsidiaries (“Subsidiaries”) is in violation of its articles of incorporation, certificate of incorporation, articles of organization, bylaws, operating agreement or other governing documents, or in default under any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, the effect of which violation or default would reasonably be expected to have a Material Adverse Effect, and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or its Subsidiaries pursuant to the terms of any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of the articles of incorporation, certificate of incorporation, articles of organization, bylaws, operating agreement or other governing documents of the Company or any of its Subsidiaries or any order, rule or regulation of any court or governmental agency having jurisdiction over the Company, any of its Subsidiaries or any of their property; and, except as contemplated herein, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement or the performance of the Company’s obligations hereunder.

(f) The only approvals by the Company’s stockholders, if any, necessary to consummate the transactions contemplated by this Agreement are as set forth in Section 7(a)(iv) hereof.

Section 4. Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to the Company as follows:

(a) (i) If the Standby Purchaser is an individual, he or she has full power and authority to perform his or her obligations under this Agreement.

(ii) If the Standby Purchaser is a corporation, the Standby Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to perform its obligations under this Agreement.

(iii) If the Standby Purchaser is a trust, the trustee has been duly appointed as trustee of the Standby Purchaser with full power and authority to act on behalf of the Standby Purchaser and to perform the obligations of the Standby Purchaser under this Agreement.

(iv) If the Standby Purchaser is a partnership or limited liability company, the Standby Purchaser is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement.

(b) The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon knowledge and experience in financial and business matters, the Standby Purchaser is familiar with the investments of the type being undertaken to purchase; the Standby Purchaser is fully aware of the problems and risks involved in making an investment of this type; and the Standby Purchaser is capable of evaluating the merits and risks of this investment. The Standby Purchaser acknowledges that, prior to executing this Agreement, there was an opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.

(c) This Agreement has been duly and validly authorized, executed and delivered by such Standby Purchaser and constitutes a binding obligation of such Standby Purchaser enforceable against the Standby Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

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(d) The Standby Purchaser hereby acknowledges that the Company has retained Paragon Capital Group, LLC to serve as the information agent (the “Information Agent”) in connection with the Rights Offering, pursuant to which the Information Agent will receive customary fees for each share of Common Stock sold in the Stock Offerings.

Section 5. Deliveries at Closing.

(a) At the Closing, the Company shall deliver to the Standby Purchaser a certificate or certificates or other evidence representing the number of shares of Common Stock and Warrants issued to the Standby Purchaser pursuant to Section 2 hereof.

(b) At the Closing, the Standby Purchaser shall deliver to the Company payment in an amount equal to the Subscription Price multiplied by the number of shares of Common Stock purchased by such Standby Purchaser, as set forth in Section 2(b) hereof, in immediately available United States funds, to an account or accounts designated in writing by the Company; provided that such payment shall constitute the Standby Purchaser’s agreement and acknowledgement that all of the conditions specified in Section 7(a) and (c) hereof shall have been satisfied or waived by the Standby Purchaser.

Section 6. Covenants.

(a) Covenants. The Company agrees and covenants with the Standby Purchaser, between the date hereof and the earlier of the Closing Date or the effective date of any termination pursuant to Section 8 hereof, as follows:

(i) To use commercially reasonable efforts to effectuate the Rights Offering;

(ii) As soon as reasonably practicable after the Company is advised or obtains knowledge thereof, to advise the Standby Purchaser with a confirmation in writing, of (A) the time when the Prospectus or any amendment or supplement thereto has been filed, (B) the issuance by the Commission of any stop order, or of the initiation or threatening of any proceeding, suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto, (C) the issuance by any state securities commission of any notice of any proceedings for the suspension of the qualification of the New Shares, Warrants or Warrant Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for such purpose, (D) the receipt of any comments from the Commission directed toward the Registration Statement or the Prospectus, or any document incorporated therein by reference, and (E) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. The Company will use its commercially reasonable efforts to prevent the issuance of any such order or the imposition of any such suspension and, if any such order is issued or suspension is imposed, to obtain the withdrawal thereof as promptly as possible;

(iii) To operate the Company’s business in the ordinary course of business consistent with past practice, subject to compliance with and limitations required by the outstanding cease-and-desist orders against the Company and the Bank;

(iv) To notify, or to cause the Information Agent to notify, on each Friday during the exercise period of the Rights, or more frequently if reasonably requested by the Standby Purchaser, the Standby Purchaser of the aggregate number of Rights known by the Company or the Information Agent to have been exercised pursuant to the Rights Offering as of the close of business on the preceding Business Day or the most recent practicable time before such request, as the case may be;

(v) Not to issue any shares of capital stock of the Company, or options, warrants, purchase

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rights, subscription rights, conversion rights, exchange rights, securities convertible into or exchangeable for capital stock of the Company, or other agreements or rights to purchase or otherwise acquire capital stock of the Company, except: (a) for shares of Common Stock issuable upon exercise of the Company’s presently outstanding stock options; (b) for Warrants issued as set forth in the recitals to this Agreement; or (c) in connection with any redemption of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A pursuant to Section 6(f) of this Agreement;

(vi) Not to authorize any stock split, stock dividend, stock combination or similar transaction affecting the number of issued and outstanding shares of Common Stock, other than a reverse stock split that may be undertaken subsequent to or contemporaneous with closing of the transactions contemplated by this Agreement; and

(vii) Not to declare or pay any dividends on its Common Stock or repurchase any shares of Common Stock, other than ordinary quarterly dividends, regularly declared and paid in accordance with past practice.

(b) Certain Acquisitions. Between the date hereof and the Closing Date, the Standby Purchaser and its respective Affiliates shall not acquire any shares of Common Stock; provided, however, that the foregoing shall not restrict the acquisition of shares of Common Stock by the Standby Purchaser or its Affiliates (i) from the Company pursuant to Section 2 of this Agreement or (ii) from any other Standby Purchaser or any Affiliate of the Standby Purchaser or of any other Standby Purchaser.

(c) Information. The Standby Purchaser agrees to furnish to the Company all information with respect to the Standby Purchaser that the Company may reasonably request and any such information furnished to the Company for inclusion in the Prospectus by the Standby Purchaser shall not contain any untrue statement of material fact or omit to state a material fact required to be stated in the Prospectus or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Public Statements. Neither the Company nor the Standby Purchaser shall issue any public announcement, statement or other disclosure with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party hereto, which consent shall not be unreasonably withheld or delayed, except (i) if such public announcement, statement or other disclosure is required by applicable law or applicable stock market regulations, in which case the disclosing party shall consult in advance with respect to such disclosure with the other parties to the extent reasonably practicable, (ii) with respect to the filing by the Standby Purchaser of any Schedule 13D or Schedule 13G, to which a copy of this Agreement may be attached as an exhibit thereto, or (iii) with respect to any application to a Banking Regulator, to obtain any necessary approvals or authorizations to acquire the Securities pursuant thereto.

(e) Regulatory Filing. If the Company or the Standby Purchaser determines a filing is or may be required under applicable law in connection with the transactions contemplated hereunder, the Company and the Standby Purchaser shall use commercially reasonable efforts to promptly prepare and file all necessary documentation and to effect all applications that are necessary or advisable under applicable law with respect to the transactions contemplated hereunder so that any applicable waiting period shall have expired or been terminated as soon as practicable after the date hereof.

(f) TARP Redemption. The Company shall use its best efforts to obtain the written agreement of the U.S. Treasury to the redemption in full by the Company of all of the issued and outstanding shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A sold to the U.S. Treasury on December 5, 2008, at a discount to the stated redemption price.

(g) Lock Up. If the Standby Purchaser is a Designated Investor Director, the Standby Purchaser will not sell, transfer or otherwise dispose of the Securities for a period of 180 days from the Closing Date.

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(h) Transaction Costs. If (i) this Agreement is terminated pursuant to Section 8(b)(i) (if the Company is the breaching party), 8(b)(ii), 8(c) or 8(d) hereof; (ii) there is (A) a Material Adverse Effect or (B) a Market Adverse Effect that is not cured within ten days after the occurrence thereof (the “Cure Period”); (iii) the Closing occurs; or (iv) the Closing fails to occur because any of the conditions to Closing set forth in Sections 7(a)(i), (ii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) or (xiii) or 7(c) are not satisfied, the Company agrees to pay the aggregate sum of up to $80,000 to Timothy O’Dell (on behalf of all of the Standby Purchasers approved by Timothy O’Dell) for reimbursement of actual fees, costs and legal expenses incurred by such Standby Purchasers in connection with the transactions contemplated hereby.

(i) Other Arrangements. The Company shall not after the date of this Agreement enter into any agreement, including any Standby Purchase Agreement, with respect to its securities which is inconsistent with or violates the rights granted to the Standby Purchaser in this Agreement. Notwithstanding the foregoing, if the Company receives a Superior Proposal prior to approval by the Company’s stockholders of the issuance of more than 20% of the Company’s outstanding Common Stock to the Standby Purchasers, the Company may enter into an agreement, terminate this Agreement or take any other action if, in the good faith opinion of the Company’s Board of Directors, the failure to take any such action would be reasonably likely to cause the Company’s Board of Directors to violate its fiduciary duties under applicable law.

Section 7. Conditions to Closing.

(a) The obligations of the Standby Purchaser to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:

(i) The representations and warranties of the Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties (A) made as of a specified date, which shall be true and correct in all material respects as of such specified date or (B) qualified as to materiality, which shall be true and correct in all respects, subject to such qualifications);

(ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 6 hereof;

(iii) As of the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall not have been suspended or limited or minimum prices for securities generally shall not have been established on the NASDAQ (a “Market Adverse Effect”);

(iv) The Company shall have received shareholder approval of (A) the sale to the Standby Purchasers and (B) an amendment to the Company’s Certificate of Amendment to the Certificate of Incorporation to increase the number of shares of authorized Common Stock to authorize sufficient shares of Common Stock for completion of the Stock Offerings as contemplated by this Agreement, and such amendment shall have been duly filed, and become effective;

(v) The Company shall have obtained any (A) required federal, state and regulatory approvals for the Stock Offerings on conditions reasonably satisfactory to the Designated Investor Directors, including, without limitation, approvals of Banking Regulators, if any, and (B) any stockholder approvals or other approvals required under applicable law or NASDAQ rules;

(vi) On or before the Closing Date, the Company shall cause the Board of Directors of the Company to take the following actions, subject to the approval of applicable Banking Regulators:

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A. In accordance with Article SIXTH of the Certificate of Incorporation, (i) increase the number of members of the Board of Directors from five to ten and (ii) name Timothy O’Dell, Thad Perry, Robert E. Hoeweler and two individuals designated by Timothy O’Dell (the “Designated Investor Directors”) to fill the vacancies created by the increase in the number of directors, with the five new members being assigned to the classes of directors whose terms expire in the following years:

                James H. Frauenberg, II:                     2012

                Donal Malenick:                                   2012

                Robert E. Hoeweler:                            2013

                Timothy O’Dell:                                    2014

                Thad R. Perry:                                      2014

B. Obtain and accept the resignation of Jerry F. Whitmer as Chairman of the Board of Directors of the Company and elect Robert E. Hoeweler to serve in such capacity;

C. Obtain and accept the resignation of Eloise L. Mackus as Chief Executive Officer of the Company and elect Timothy O’Dell to serve in such capacity; and

D. Obtain and accept the resignation of Therese A. Liutkus as President of the Company and elect Thad Perry to serve in such capacity;

(vii) Before the date on which the members of the Board of Directors take the action in accordance with subparagraph (vi), the Company and the members of the Board of Directors shall enter into a mutually acceptable agreement with Timothy O’Dell, Thad Perry and Robert E. Hoeweler which provides for (a) the renomination of the Designated Investor Directors for election to the Board of Directors of the Company for at least one three-year term upon the expiration of each such Designated Investor Director’s initial term, unless any such Designated Investor Director gives notice to the Company that he does not seek such renomination and (b) subject to any limitation imposed by law or by any Banking Regulator, in the event that any Designated Investor Director is unable to serve as a director, whether because of resignation, removal or otherwise, the designation by the Designated Investor Directors of a substitute nominee who is reasonably acceptable to the Company’s Board of Directors, and the appointment of such nominee to the Board to complete such Designated Investor Director’s term as a director;

(viii) The aggregate Tier I Capital of the Bank (as defined by applicable Banking Regulators), after the inclusion of the net proceeds from the Stock Offerings contributed by the Company to the Bank and the redemption by the Company of its Fixed Rate Cumulative Perpetual Preferred Stock Series A, shall equal or exceed 8.0% of Total Assets (as defined by Banking Regulators);

(ix) The Company must have received net proceeds of at least $16.5 million from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Securities to the Standby Purchasers); provided, however, that if the U.S. Treasury has agreed in writing prior to the Closing to permit the Company to redeem the outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock Series A at a discount to their stated redemption price, this condition shall be satisfied by the Company’s receipt of net proceeds from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Securities to the Standby Purchaser) in the amount of $16.5 million less the amount of such discount;

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(x) The approval or non-objection of the Banking Regulators of any applications or other filings submitted by the Designated Investor Directors contemplated by this Agreement without the imposition of any condition which the Designated Investor Directors reasonably determine would be unduly burdensome. Without limiting the generality of the foregoing sentence, a condition to the approval of one or more change of control applications which requires the submission of financial or other information by Persons other than the Designated Investor Directors shall be deemed to be unduly burdensome;

(xi) The applicable Banking Regulator shall have informed the Company and the Standby Purchaser in writing that the following provisions of the cease-and-desist order outstanding against the Bank (Order No. CN-11-14) shall not be effective as of and after the Closing: Paragraph 9 (respecting the submission of a Contingency Plan); Paragraph 12 (the prohibition on non-homogeneous lending); Paragraph 14 (limitations on the release of borrowers and guarantors); Paragraph 21 (concerning a management succession plan); Paragraph 33 (limiting asset growth); Paragraph 24(b) (to remove the requirement of maintaining sufficient short-term liquidity at a level consistent with both short- and long-term liquidity objectives); Paragraph 38 (limits on accepting brokered deposits); and Paragraph 39 (imposing limits on dividends and other capital distributions by the Bank);

(xii) The applicable Banking Regulator shall have informed the Company and the Standby Purchaser in writing that the following provisions of the cease-and-desist order outstanding against the Company (Order No. CN 11-15) shall not be effective as of and after the Closing: Paragraph 8 (imposing limits on dividends or other capital distributions by the Company); and Paragraph 9 (imposing limits on the Company incurring new debt or making changes in or payments on existing debt); and

(xiii) On the Closing Date, subject to the approval of any and all applicable Banking Regulators, Timothy O’Dell shall receive $90,000 from the Company on behalf of himself, Thad Perry and Robert Hoeweler in consideration of the efforts of such individuals in connection with the Standby Purchase Agreement.

(b) The obligations of the Company to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:

(i) The representations and warranties of the Standby Purchaser in Section 4 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date); and

(ii) If the Standby Purchaser is a Designated Investor Director, he or she shall have executed and delivered a lock-up agreement substantially in the form of Exhibit A hereto.

(c) The obligations of the Company and the Standby Purchaser to consummate the transactions contemplated hereunder in connection with the Rights Offering are subject to the fulfillment, prior to or on the Closing Date, of the following conditions:

(i) No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Stock Offerings or the material transactions contemplated by this Agreement;

(ii) No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with;

(iii) The New Shares (including the Warrant Shares) shall have been authorized for listing on

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the NASDAQ; and

(iv) Any applicable waiting period shall have expired or been terminated thereunder with respect to such purchase.

(d) Any of the conditions set forth in Sections 7(a) or 7(c) to the obligation of the Standby Purchaser to consummate the transactions contemplated herein may be waived in writing by Timothy O’Dell, in his discretion, on behalf of all Standby Purchasers, and the Standby Purchaser agrees that any such waiver shall be binding upon the Standby Purchaser.

Section 8. Termination.

(a) This Agreement may be terminated at any time prior to the Closing Date by the Standby Purchaser by written notice to the Company if (i) there is (A) a Material Adverse Effect or (B) a Market Adverse Effect that is not cured within the Cure Period, (ii) any condition to closing specified in Section 7(a) or 7(c) cannot be satisfied or the Standby Purchaser reasonably believes that any such condition cannot be satisfied or (iii) any purchaser in the Stock Offerings, including any associates or group acting in concert, (excluding any Standby Purchaser approved by Timothy O’Dell) would own more than 9.9% of the Company’s outstanding Common Stock immediately following completion of the Stock Offerings. In the case of MacNealy Hoover Investment Management Inc. only, the 9.9% limitation in the foregoing Section 8(a)(iii) shall be increased to 15%.

(b) This Agreement may be terminated by the Company on one hand or by the Standby Purchaser on the other hand, by written notice to the other party hereto:

(i) At any time prior to the Closing Date, if there is a material breach of this Agreement by the other party that is not cured within seven days after the non-breaching party has delivered written notice to the breaching party of such breach;

(ii) At any time after April 15, 2012, if the Closing has not occurred prior to such date, provided that the action or inaction of the party seeking to terminate did not result in the failure of Closing to occur by April 15, 2012; or if

(iii) Consummation of the Standby Offering is prohibited by law, rule or regulation.

(c) This Agreement may be terminated by the Company in the event that the Company determines that it is not in the best interests of the Company and its shareholders to go forward with the Stock Offerings.

(d) This Agreement may be terminated by the Company in the event that, prior to approval by the Company’s stockholders of the issuance of more than 20% of the Company’s outstanding common stock to the Standby Purchasers, the Company shall have received a Superior Proposal and, in the good faith opinion of the Company’s Board of Directors, the failure to terminate this Agreement would be reasonably likely to cause the Company’s Board of Directors to violate its fiduciary duties under applicable law. If the Company terminates this Agreement pursuant to this Section 8(d), the Company shall pay to Timothy O’Dell (on behalf of all of the Standby Purchasers approved by Timothy O’Dell) the sum of $150,000, in cash, within three days of such termination.

Section 9. Survival. The representations and warranties of the Company and the Standby Purchaser contained in this Agreement or in any certificate delivered hereunder shall survive the Closing hereunder.

Section 10. Notices. All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered by telecopy or in person, (b) on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day

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after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

If to the Company:

Central Federal Corporation

2923 Smith Road

Fairlawn, Ohio 44333

Attention: Eloise L. Mackus, Esq.

Chief Executive Officer

Telephone: (330) 666-7979

Facsimile: (330) 666-7959

With a copy to:

Silver, Freedman & Taff, L.L.P.

3299 K Street, N.W.

Suite 100

Washington, DC 20007

Attention: James S. Fleischer, P.C.

Telephone: (202) 295-4507

Facsimile: (202) 337-5502

If to the Standby Purchaser:

P.O. Box 384

New Albany, Ohio 43054

Attention: Timothy O’Dell

Telephone: (614) 580-8729

Facsimile: (614) 245-8414

With a copy to:

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

Attention: John C. Vorys, Esq.

Telephone: (614) 464-6211

Facsimile: (614) 719-5014

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing in accordance with this Section 10.

Section 11. Assignment. This Agreement will be binding upon, and will inure to the benefit of and be enforceable by, the parties hereto and their respective successors and assigns, including any Person to whom Securities are transferred in accordance herewith.

Section 12. Entire Agreement. Except as specifically set forth herein, the Company and the Standby Purchaser mutually agree to be bound by the terms of the non-disclosure agreement dated January 16, 2011 (the “Non-Disclosure Agreement”) previously executed by the Company and the Standby Purchaser, which Non-Disclosure Agreement is hereby incorporated herein by reference, and all information furnished by either party to the other party or its representatives pursuant hereto shall be subject to, and the parties shall hold such information in confidence in accordance with, the provisions of the Non-Disclosure Agreement. The Company and the Standby Purchaser agree that such Non-Disclosure Agreement shall continue in accordance with their respective terms, notwithstanding the termination of this Agreement. The Non-Disclosure Agreement and this Agreement embody the entire agreement and understanding between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties, or undertakings, other than those set forth or referred to herein or in the Non-Disclosure

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Agreement, with respect to the standby purchase commitments with respect to the Securities and the New Shares. Other than with respect to matters set forth or referred to in the Non-Disclosure Agreement, this Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter of this Agreement.

Section 13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio (other than its rules of conflict of laws to the extent the application of the laws of another jurisdiction would be required thereby) and Federal law as it applies to depository institutions and their holding companies.

Section 14. Severability. If any provision of this Agreement or the application thereof to any Person or circumstances is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, void or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to affect the original intent of the parties.

Section 15. Extension or Modification of Rights Offering. The Company may (a) waive irregularities in the manner of exercise of the Rights, and (b) waive conditions relating to the method (but not the timing) of the exercise of the Rights, in each case only to the extent that such waiver does not materially adversely affect the interests of the Standby Purchaser.

Section 16. Miscellaneous.

(a) The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of this Agreement.

(b) This Agreement may be executed in any number of counterparts and by facsimile or electronic transmission (including by pdf), each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.

Section 17. Solicitation of Merger Partner. Notwithstanding anything in this Agreement to the contrary, the Company may, during the term of this Agreement, solicit, entertain and negotiate interest from third parties in a merger, acquisition of assets and assumption of liabilities or other transaction whereby substantially all of the outstanding stock or the assets and liabilities of the Company would be acquired by a third party (“Merger Transaction”). The Company will promptly notify the Standby Purchasers of its receipt of any offers, letters of interest or intent, or other written or verbal indications of interest it receives from any third party. In the event the Company terminates this Agreement pursuant to Section 8(c) and (i) within six months of the date of termination enters into a written Merger Transaction agreement; or (ii) at the time of termination the Company has received subscriptions in the Stock Offerings for at least $17.5 million in gross proceeds, excluding funds received from the Standby Purchasers, but elects not to complete the Stock Offerings, then the Company shall pay to Timothy O’Dell, on behalf of all the Standby Purchasers, the sum of $300,000 in lieu of any payment otherwise due hereunder, including any payment pursuant to Section 6(h) hereof.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY
CENTRAL FEDERAL CORPORATION
BY:
	Name: Eloise L. Mackus, Esq.
	Title: Chief Executive Officer
STANDBY PURCHASER
BY:
	Name:
	Title:

14

Exhibit A

Central Federal Corporation

2923 Smith Road

Fairlawn, Ohio 44333

Ladies and Gentlemen:

The undersigned, Central Federal Corporation, a Delaware corporation (the “Company”), the Company’s executive officers and directors, and                                 , (the “Standby Purchaser”), understand that Paragon Capital Group, LLC (“Paragon”) proposes to enter into a financial advisory services agreement with the Company in connection with the Stock Offering (as defined below). The Company is distributing, at no charge, subscription rights to purchase shares of common stock of the Company (“Common Stock”) to the holders of record of its Common Stock (a “Shareholder”) at 5:00 p.m. Eastern Time, on [            ], 2011 (the “Record Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” For each three shares of Common Stock subscribed for, purchasers will receive, without charge, one warrant to purchase one additional share of Common Stock at a purchase price of $1.00 per share (the “Warrant”). The Warrant will be exercisable for three years upon payment of the purchase price in cash, and will be non-transferable.

The Company has separately entered into a “Standby Purchase Agreement” with the Standby Purchaser, pursuant to which the Standby Purchaser has agreed to acquire from the Company, at the Subscription Price, [            ] shares of Common Stock, assuming completion of the Rights Offering and the satisfaction of the other terms and conditions contained in the Standby Purchase Agreement. The Standby Purchaser has conditioned its purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Rights Offering and the Public Reoffer (as defined below), if any (excluding any and all proceeds from the sale of the Securities (as defined below) to the Standby Purchasers). This condition may be waived at the discretion of Timothy O’Dell on behalf of the Standby Purchaser.

The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts basis. The Public Reoffer shall terminate no later than April 15, 2012. The Rights Offering, the offering to the Standby Purchaser and any Other Standby Purchaser, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchaser, to any Other Standby Purchaser and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” The maximum number of shares of Common Stock that may be sold in the Stock Offering is 30 million.

In recognition of the benefit that the Stock Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that from the date hereof and until 180 days after the consummation of all sales of Common Stock in the Stock Offering (such 180 day period being referred to herein as the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell (including any short sale), pledge,

15

hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Paragon, which consent may be withheld in Paragon’s sole discretion.

Any Common Stock or Warrants acquired by the undersigned in the open market on or after the closing of the Stock Offering will not be subject to this letter. A transfer of Common Stock or Warrants to a family member or a trust, partnership or other entity for the benefit of the undersigned, a transfer not involving a disposition for value, a bona fide gift, or a transfer to an investment vehicle under common control with the undersigned may be made, provided the transferee agrees in writing prior to such transfer to be bound by the terms of this letter as if it were a party hereto.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to (a) decline to make any transfer of shares of Common Stock or Warrants if such transfer would constitute a violation or breach of this letter and (b) place legends and stop transfer instructions on any such shares of Common Stock or Warrants owned or beneficially owned by the undersigned, which legends and stop transfer instructions shall be removed upon expiration of the Lock-Up Period.

The undersigned represents and warrants that the undersigned has full power and authority to enter into this letter. This letter is irrevocable and shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter shall be governed by and construed in accordance with the laws of the State of Ohio without regard to choice of law rules. This letter shall lapse and become null and void if the Rights Offering is abandoned by the Company, if the Standby Purchase Agreement is terminated or if the Stock Offering shall not have occurred on or before April 15, 2012.

	Very truly yours, STANDBY PURCHASER
By:
	Name:
	Title:

16

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (No. 333-177434) on Pre-effective Amendment No. 2 to Form S-1 of Central Federal Corporation of our report dated March 30, 2011 on the consolidated financial statements of Central Federal Corporation and to the reference to us under the heading “Experts” in the Prospectus.

/s/ Crowe Horwath LLP

Crowe Horwath LLP

Cleveland, Ohio

February 3, 2012

EX-99.1

EXHIBIT 99.1

INSTRUCTIONS

AS TO USE OF

CENTRAL FEDERAL CORPORATION

RIGHTS CERTIFICATES

The following instructions relate to a rights offering (the “Rights Offering”) by Central Federal Corporation, a Delaware corporation (“CFC”), to the holders of record (the “Record Holders”) of its common stock, par value $0.01 per share (the “Common Stock”), as described in the CFC prospectus dated                     , 2012 (the “Prospectus”). Record Holders of Common Stock as of 5:00 p.m., Eastern Time, on                     , 2011 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock (the “Underlying Shares”). In the Rights Offering, CFC is offering an aggregate of 24,965,000 Underlying Shares.

Rights are evidenced by the enclosed Rights Certificate. The Rights will expire, if not exercised prior to 5:00 p.m., Eastern Time, on                     , 2012, unless extended to no later than                      (as it may be extended, the “Expiration Date”).

Basic Subscription Privilege. As described in the accompanying Prospectus, each Record Holder will receive, at no charge, one Right for each share of Common Stock owned at 5:00 p.m., Eastern Time, on the Record Date. Each Right will allow the holder to subscribe for 6.0474 shares of Common Stock (the “Basic Subscription Privilege”) at a subscription price of $1.00 per share (the “Subscription Price”). Fractional shares of Common Stock resulting from the exercise of the Basic Subscription Privilege will be eliminated by rounding down to the nearest whole share. For example, if a Record Holder owned 100 shares of Common Stock as of 5:00 p.m., Eastern Time, on the Record Date, he/she would receive 100 subscription rights and would have the right to purchase 604 shares of Common Stock.

Over-Subscription Privilege. In the event a holder purchases all of the shares of Common Stock available to him/her pursuant to the Basic Subscription Privilege, he/she may also exercise an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of any shares of our Common Stock that are not purchased by our stockholders through the exercise of their Basic Subscription Privileges (the “Unsubscribed Shares”), subject to availability, purchase and ownership limits and the allocation process more fully described in the Prospectus. If sufficient shares of Common Stock are available, CFC will seek to honor the over-subscription requests in full. If over-subscription requests exceed the number of shares of Common Stock available, CFC will allocate the available shares of Common Stock among stockholders who over-subscribed by multiplying the number of shares requested by each stockholder through the exercise of the Over-Subscription Privilege by a fraction that equals (x) the number of shares available to be issued through Over-Subscription Privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their Over-Subscription Privileges.

Each Record Holder is required to submit payment in full for all the shares he/she wishes to buy pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Date, if a Record Holder wishes to maximize the number of shares purchased pursuant to the Over-Subscription Privilege, the Record Holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Unsubscribed Shares available to him/her, assuming that no other stockholder has purchased any shares of Common Stock pursuant to their Basic Subscription Privilege. As described above for the Basic Subscription Privilege, CFC will not issue fractional shares through the exercise of Over-Subscription Privileges.

Please refer to the Prospectus section entitled “The Rights Offering—Limit on How Many Shares of Common Stock You May Purchase in the Stock Offering,” for purchase and ownership limitations.

The number of Rights to which a Record Holder is entitled and the maximum number of shares of common stock for which you may subscribe under your Basic Subscription Privilege are printed on

the face of the Rights Certificate. Record Holders should indicate their wishes with regard to the exercise of the Rights by completing the appropriate portions of the Rights Certificate.

Warrants. All purchasers of common stock in the rights offering will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the rights offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event that CFC pays stock dividends or makes distributions of its common stock, or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock split or reverse stock split.

Your prompt action is requested. To exercise the Rights, you should properly complete and sign the Rights Certificate and forward it, with payment of the full Subscription Price for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, to Registrar and Transfer Company, (the “Subscription Agent,”) as indicated on the Rights Certificate and these Instructions. The Subscription Agent must receive the materials and full payment prior to 5:00 p.m., Eastern Time on                     , 2012. A Rights Holder cannot revoke the exercise of Rights. Rights not exercised prior to the Expiration Date will expire.

1. Method of Subscription—Exercise of Rights

Subscription Rights. To exercise Rights, the properly completed and signed Rights Certificate, together with payment in full of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, must be sent to the Subscription Agent, to be received on or prior to the Expiration Date. Payment of the aggregate Subscription Price will be held in a segregated account to be maintained by the Subscription Agent. All payments must be made in U.S. dollars for the full number of Underlying Shares being subscribed for. Payment may be made by:

(a) Wire transfer to Registrar and Transfer Company, the Subscription Agent; or

(b) Personal check drawn on a U.S. bank, or bank check drawn on CF Bank, payable to Registrar and Transfer Company, the Subscription Agent.

Payment will be deemed to have been received by the Subscription Agent only upon the Subscription Agent’s receipt of any wire transfer, a bank check drawn on CF Bank or any personal check drawn on a U.S. bank, upon receipt and clearance of such check.

Please note that funds paid by personal check may take at least seven business days to clear. Accordingly, if you wish to pay by means of a personal check, we urge you to make payment sufficiently in advance of the Expiration Date to ensure that the Subscription Agent receives cleared funds before that time. We also urge you to consider payment by means of a wire transfer or bank check drawn on CF Bank.

The Rights Certificate and payment of the aggregate Subscription Price, must be delivered to the Subscription Agent by one of the methods described below:

By Mail:	By Express Mail or Overnight Courier:
Registrar and Transfer Company	Registrar and Transfer Company

ATTN: Reorg Dept	ATTN: Reorg Dept.
10 Commerce Drive	10 Commerce Drive
Cranford, NJ 07016	Cranford, NJ 07016

Delivery to an address other than those above does not constitute valid delivery. If U.S. mail is used, we recommend using

registered mail, properly insured, with return receipt requested.

Registrar and Transfer Company telephone number for confirmation of

mail or overnight delivery, or for wire transfer instructions:

            (800)                                           866-1340

By making arrangements with your bank or broker for the delivery of funds on your behalf, you may also request such bank or broker to exercise the Rights Certificate on your behalf.

Nominee Holders. Brokers, custodian banks and other nominee holders of Rights who exercise the Basic Subscription Privilege and the Over-Subscription Privilege on behalf of beneficial owners of Rights will be required to certify to the Subscription Agent and CFC, on a Nominee Holder Certification and in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised pursuant to the Basic Subscription Privilege and the number of shares of Common Stock that are being subscribed for pursuant to the Over-Subscription Privilege, by each beneficial owner of Rights (including such nominee itself) on whose behalf such nominee holder is acting.

Insufficient or Excess Payment. If you do not indicate the number of Underlying Shares being subscribed for, or do not forward full payment of the aggregate Subscription Price, then you will be deemed to have exercised your Rights with respect to the maximum number of whole Rights that may be exercised with the aggregate Subscription Price you delivered to the Subscription Agent. If your aggregate Subscription Price is greater than the amount you owe for the exercise of your Basic Subscription Privilege in full, you will be deemed to have exercised your Over-Subscription Privilege to purchase the maximum number of Unsubscribed Shares with your over-payment. If we do not apply your full payment to your purchase of shares of Common Stock, the excess payment received by the Subscription Agent will be returned to you, without interest, as soon as practicable.

CFC can provide no assurances that each Record Holder will actually be entitled to purchase the number of shares of Common Stock requested through the exercise of the Over-Subscription Privilege. CFC will not be able to satisfy any portion of a Record Holder’s exercise of the Over-Subscription Privilege if all of the stockholders exercise their Basic Subscription Privileges in full, and we will only honor an Over-Subscription Privilege to the extent sufficient shares of Common Stock are available following the exercise of Rights under the Basic Subscription Privileges.

• To the extent the aggregate Subscription Price of the actual number of Unsubscribed Shares available to a Record Holder pursuant to the Over-Subscription Privilege is less than the amount the Record Holder paid in connection with the exercise of the Over-Subscription Privilege, the Record Holder will be allocated only the number of Unsubscribed Shares actually available to him/her, as soon as practicable after the Expiration Date, and the Record Holder’s excess subscription payment will be returned, without interest, as soon as practicable.

• To the extent the amount the Record Holder paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the actual number of Unsubscribed Shares available to the Record Holder pursuant to the Over-Subscription Privilege, the Record Holder will be allocated the number of Unsubscribed Shares for which he/she actually paid in connection with the Over-Subscription Privilege.

2. Purchase Confirmation and Excess Payment Deliveries

The following deliveries and payments will be made in the name and to the address shown on the face of your Rights Certificate, unless you provide instructions to the contrary in your Rights Certificate.

(a) Purchase Confirmation. As soon as practicable after the Expiration Date and the valid exercise of Rights, the Subscription Agent will mail to each exercising Record Holder a confirmation that the shares of Common Stock purchased pursuant to the Basic Subscription Privilege and Over-Subscription Privilege have been credited to you in book entry form. No stock certificates will be issued.

(b) Excess Subscription Payments. As soon as practicable after the Expiration Date and after all prorations and adjustments contemplated by the terms of the Rights Offering have been effected, any excess subscription payments received by the Subscription Agent in payment of the aggregate Subscription Price will be mailed to each Record Holder, without interest.

3. Sale or Transfer of Rights

The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone.

4. Execution

(a) Execution by Registered Holder. The signature on the face of the Rights Certificate and in “Section 2: Subscription Authorization” of the Rights Certificate must correspond with the name(s) of the registered holder exactly as it appears on the face of the Rights Certificate, without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

(b) Execution by a Person Other than the Registered Holder. If the Rights Certificate is signed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority.

(c) Signature Guarantees. Your signature must be guaranteed in “Section 5: Guarantee of Signatures” of the Rights Certificate, by an Eligible Institution which is a member in a Medallion Program approved by the Securities Transfer Association, Inc., as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, if you specify special issuance or delivery instructions in “Section 3: Special Issuance Instructions” of the Rights Certificate.

5. Method of Delivery

The method of delivery of the Rights Certificate and payment of the aggregate Subscription Price to the Subscription Agent will be at the election and risk of the Record Holder.

The Subscription Rights Are Exercisable Until 5:00 P.M. Eastern Time

On                     , 2012 Unless Extended.

Questions?

Please call ParaCap Group, LLC, the Information Agent. The Information Agent can be reached toll-free, at (            ) [            ], Monday through Friday, between 9:00 a.m. and 4:00 p.m., Eastern Time.

4

EX-99.2

EXHIBIT 99.2

[Central Federal Logo]

                    , 2011

Dear Stockholder:

Enclosed are the prospectus and other materials relating to the rights offering by Central Federal Corporation. Please carefully review the prospectus, which describes how you can participate in the rights offering. You will be able to exercise your subscription rights to purchase additional shares of Central Federal’s common stock only during a limited period. You will find answers to some frequently asked questions about the rights offering beginning on page 1 of the prospectus. You should also refer to the detailed Instructions as to Use of Central Federal Corporation Rights Certificates, included with this letter.

Summary of the Terms of the Rights Offering

• You will receive one subscription right for each share of Central Federal Corporation common stock you owned as of record at the close of business on                     , 2011. Each subscription right entitles you to a basic subscription privilege and an over-subscription privilege.

• The basic subscription privilege of each subscription right gives you the opportunity to purchase 6.0474 shares of our common stock at a subscription price of $1.00 per share. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. For example, if you owned 100 shares of our common stock as of 5:00 p.m., Eastern Time, on the record date, you would have received 100 subscription rights and would have the right to purchase 604 shares of common stock for $1.00 per share.

• In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of any shares of our common stock that are not purchased by our other stockholders through the exercise of their basic subscription privileges.

• All purchasers of common stock in the rights offering will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the rights offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event Central Federal Corporation pays stock dividends or makes distributions of its common stock, or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock split or reverse stock split.

• The rights offering expires at 5:00 p.m., Eastern Time, on                     , 2012. We may extend the rights offering without notice to you until                     , 2012. If you do not exercise your subscription rights before that time, they will expire and will not be exercisable for shares of our common stock.

• Once you elect to exercise your subscription rights, you cannot change your mind and revoke your election.

Your prompt action is requested. To exercise the rights, you should properly complete and sign the Rights Certificate and forward it, with payment of the full subscription price for each share of common stock subscribed for pursuant to the basic subscription privilege and the over-subscription privilege, to the Subscription Agent, as indicated on the Rights Certificate and the Instructions.

Sincerely,

Eloise L. Mackus

Chief Executive Officer, General Counsel and Secretary

The Subscription Rights Are Exercisable Until 5:00 P.M. Eastern Time

On                     , 2012 Unless Extended.

Questions?

Please call ParaCap Group, LLC, the Information Agent. The Information Agent can be reached toll-free, at (            ) [            ], Monday through Friday, between 9:00 a.m. and 4:00 p.m., Eastern Time.

EX-99.3

EXHIBIT 99.3

Up to 24,965,000 Shares of Common Stock of

Central Federal Corporation

Issuable Upon the Exercise of Subscription Rights at $1.00 per Share

                    , 2012

To Security Dealers, Commercial Banks,

Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the offering by Central Federal Corporation of shares of common stock pursuant to the exercise of subscription rights distributed, at no charge, to all holders of record of shares of CFC common stock, par value $0.01 per share, at 5:00 p.m., Eastern Time, on                     , 2011. The subscription rights are described in the enclosed prospectus.

Summary of the Terms of the Rights Offering

• Each beneficial owner of shares of common stock registered in your name or the name of your nominee will receive one subscription right for each share of CFC common stock beneficially owned as of record at the close of business on                     , 2011. Each subscription right entitles the beneficial owner to a basic subscription privilege and an over-subscription privilege.

• The basic subscription privilege of each subscription right gives the beneficial owner the opportunity to purchase 6.0474 shares of our common stock at a subscription price of $1.00 per share. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. For example, if the beneficial owner owned 100 shares of our common stock as of 5:00 p.m., Eastern Time, on the record date, the beneficial owner would have received 100 subscription rights and would have the right to purchase 604 shares of common stock for $1.00 per share.

• In the event that the beneficial owner purchases all of the shares of our common stock available to the beneficial owner pursuant to the beneficial owner’s basic subscription privilege, the beneficial owner may also choose to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of any shares of our common stock that are not purchased by our other shareholders through the exercise of their basic subscription privileges.

• All purchasers of common stock in the rights offering will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the rights offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event that CFC pays stock dividends or makes distributions of its common stock, or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock split or reverse stock split.

• The rights offering expires at 5:00 p.m., Eastern Time, on                     , 2012. We may extend the rights offering without notice to you until                     , 2012. If you do not exercise your subscription rights before that time, they will expire and will not be exercisable for shares of our common stock.

• Once you elect to exercise your subscription rights, you cannot change your mind and revoke your election.

We are asking you to contact your clients for whom you hold shares of common stock registered in your name or in the name of your nominee to obtain instructions with respect to the subscription rights.

Enclosed are copies of the following documents for you to use in communicating this offer to your clients:

1. The Prospectus;

2. A form letter which may be sent to your clients for whose accounts you hold common stock registered in your name or in the name of your nominee;

3. The Beneficial Owner Election Form, on which you may obtain your clients’ instructions with regard to the Subscription Rights.

Also enclosed are copies of the following documents for you to use to complete orders on behalf of your clients:

1. The Instructions as to Use of Central Federal Corporation Rights Certificates;

2. The Nominee Holder Certification Form; and

3. A return envelope addressed to Registrar and Transfer Company, the Subscription Agent.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Rights will be the responsibility of the holder of the Rights, and none of such commissions, fees or expenses will be paid by CFC or the Subscription Agent.

Your prompt action is requested. To exercise the rights, you should deliver the properly completed and signed Nominee Holder Certification Form, with payment of the subscription price in full for each share of common stock subscribed for pursuant to the basic subscription privilege and the over-subscription privilege, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Nominee Holder Certification Form, with payment of the aggregate subscription price, prior to the expiration date.

Additional copies of the enclosed materials may be obtained from ParaCap Group, LLC, the Information Agent. The Information Agent’s telephone number is: (            ) [            ].

Very truly yours,

Central Federal Corporation

The Subscription Rights Are Exercisable Until 5:00 P.M. Eastern Time

On                 , 2012 Unless Extended.

Questions?

Please call ParaCap Group, LLC, the Information Agent. The Information Agent can be reached toll-free, at (            ) [            ], Monday through Friday, between 9:00 a.m. and 4:00 p.m., Eastern Time.

Nothing in the prospectus or in the enclosed documents shall constitute you or any person as an agent of Central Federal Corporation, the Subscription Agent, the Information Agent or any other person making or deemed to be making offers of the securities issuable upon valid exercise of the rights, or authorize you or any other person to make any statements on behalf of any of them with respect to the offering except for statements made in the prospectus.

EX-99.4

EXHIBIT 99.4

Up to 24,965,000 Shares of Common Stock of

Central Federal Corporation

Issuable Upon the Exercise of Subscription Rights at $1.00 per Share

                    , 2012

To Our Clients:

We are sending this letter to you because we hold shares of common stock of Central Federal Corporation for you. CFC has commenced an offering of shares of common stock pursuant to the exercise of subscription rights distributed, at no charge, to all holders of record of shares of CFC common stock, par value $0.01 per share, at 5:00 p.m., Eastern Time, on                     , 2011. The subscription rights are described in the enclosed prospectus and evidenced by a rights certificate registered in your name or in the name of your nominee.

Summary of the Terms of the Rights Offering

• You will receive one subscription right for each share of CFC common stock you owned as of record at the close of business on                     , 2011. Each subscription right entitles you to a basic subscription privilege and an over-subscription privilege.

• The basic subscription privilege of each subscription right gives you the opportunity to purchase 6.0474shares of CFC common stock at a subscription price of $1.00 per share. Fractional shares of CFC common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. For example, if you owned 100 shares of CFC common stock as of 5:00 p.m., Eastern Time, on the record date, you would have received 100 subscription rights and would have the right to purchase 604 shares of CFC common stock for $1.00 per share.

• In the event that you purchase all of the shares of CFC common stock available to you pursuant to your basic subscription privilege, you may also choose to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of any shares of CFC common stock that are not purchased by other shareholders of CFC through the exercise of their basic subscription privileges.

• All purchasers of common stock in the rights offering will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the rights offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event that CFC pays stock dividends or makes distributions of its common stock, or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock split or reverse stock split.

• The rights offering expires at 5:00 p.m., Eastern Time, on                     , 2012. CFC may extend the rights offering without notice to you until                     , 2012. If you do not exercise your subscription rights before that time, they will expire and will not be exercisable for shares of CFC common stock.

• Once you elect to exercise your subscription rights, you cannot change your mind and revoke your election.

We are (or our nominee is) the holder of record of CFC common stock held by us for your account. We can exercise your subscription rights only if you instruct us to do so.

We request instructions as to whether you wish to have us exercise the subscription rights relating to the CFC common stock we hold on your behalf, upon the terms and conditions set forth in the prospectus.

We have enclosed your copy of the following documents:

1. The Prospectus; and

2. The Beneficial Owner Election Form.

The materials enclosed are being forwarded to you as the beneficial owner of CFC common stock carried by us in your account but not registered in your name. Exercises of subscription rights may be made only by us as the record owner and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of CFC common stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the prospectus. However, we urge you to read the prospectus and other enclosed materials carefully before instructing us to exercise your subscription rights.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise subscription rights on your behalf in accordance with the provisions of the rights offering.

If you wish to have us, on your behalf, exercise the subscription rights for any shares of CFC common stock to which you are entitled, please so instruct us by completing, executing and returning to us the “Beneficial Owner Election Form” included with this letter.

The Subscription Rights Are Exercisable Until 5:00 P.M. Eastern Time

On                     , 2012 Unless Extended.

Questions?

Please call ParaCap Group, LLC, the Information Agent. The Information Agent can be reached toll-free, at (            ) [            ], Monday through Friday, between 9:00 a.m. and 4:00 p.m., Eastern Time.

EX-99.5

EXHIBIT 99.5

CENTRAL FEDERAL CORPORATION NOMINEE HOLDER CERTIFICATION

The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase shares of common stock (“Common Stock”) of Central Federal Corporation (“CFC”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the CFC prospectus, dated                     , 2012 (the “Prospectus”), hereby certifies to CFC, Registrar and Transfer Company, as subscription agent for the Rights Offering, and to ParaCap Group, LLC, as information agent for the Rights Offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the basic subscription privilege (as defined in the Prospectus), and on behalf of such beneficial owners the number of shares of Common Stock subscribed for pursuant to the over-subscription privilege (as defined in the Prospectus), listing separately for each beneficial owner (without identifying any such beneficial owner), and (2) each such beneficial owner’s basic subscription privilege has been exercised in full if shares are subscribed for pursuant to the over-subscription privilege:

	Number of Shares of Common Stock Owned on the Record Date	Rights Exercised Pursuant to  Basic Subscription Privilege	Number of Shares Subscribed for Pursuant to Over- Subscription Privilege
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Provide the following information if applicable:

Depository Trust Company (“DTC”)

Participant Number:

Participant Name:

By:
	Name:
	Title:

DTC Basic Subscription Confirmation Number(s)

EX-99.6

EXHIBIT 99.6

BENEFICIAL OWNER ELECTION FORM

The undersigned acknowledge(s) receipt of the letter and the enclosed materials relating to the grant of non-transferable rights to purchase shares of common stock, par value $0.01 per share, of Central Federal Corporation.

I (we) hereby instruct you as follows:

(Check the one applicable box and provide all required information)

Box 1. ¨ Please DO NOT EXERCISE RIGHTS to purchase shares of Common Stock.

Box 2. ¨ Please EXERCISE RIGHTS to purchase shares of Common Stock as set forth below:

A. Number of shares being purchased:                      (calculate as set forth below) (subject to the purchase and ownership limitations described in the Prospectus section entitled “The Rights Offering — Limit on How Many Shares of Common Stock You May Purchase in the Stock Offering”)

B. Aggregate Subscription Price Payment Required: $                      (calculate as set forth below)

Basic Subscription Privilege

I wish to exercise my full Basic Subscription Privilege or a portion thereof as follows:

Number of Shares of Common Stock Subscribed for Under Your Basic Subscription Privilege		Subscription Price			Payment Due Under Basic Subscription Privilege
	X	$	1.00	=	$

Over-Subscription Privilege

I have exercised my full Basic Subscription Privilege and in addition to my full Basic Subscription Privilege I wish to subscribe for additional shares under my Over-Subscription Privilege as follows:

Number of Shares of Common Stock Subscribed for Under Your Over-Subscription Privilege*		Subscription Price			Payment Due Under Over-Subscription Privilege
	X	$	1.00	=	$

* The maximum number of shares you may subscribe for under your Over-Subscription Privilege is equal to                      shares less the number of shares you subscribed for under your full Basic Subscription Privilege and less the number of shares you currently beneficially own.

Total Shares and Total Payment Required

Total Shares (number of shares of Common Stock subscribed for under Basic Subscription Privilege plus Over- Subscription Privilege)		Subscription price			Total Payment Required (total  payments due under Basic Subscription Privilege plus Over- Subscription Privilege
	X	$	1.00	=	$

Payment Method (check one)

                     Payment in the following amount is enclosed $             

                     Please deduct payment from the following account maintained by you as follows:

Type of Account:

Account No:

Amount to be Deducted:

Signature(s)

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form: (a) irrevocably elect to purchase the number of shares of Common Stock indicated above, upon the terms and conditions specified in the Prospectus; and (b) agree that if I (we) fail to pay for the shares of Common Stock I (we) have elected to purchase, you may exercise any remedies available to you under law.

Name(s) of beneficial owner(s):

Signature(s) of beneficial owner(s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information:

Name:

Capacity (Full Title):

Address (including Zip Code):

Telephone Number:

EX-99.8

EXHIBIT 99.8

WARRANT AGREEMENT

THIS WARRANT AGREEMENT, dated as of this      day of                     , 2012 by and between CENTRAL FEDERAL CORPORATION, a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).

W I T N E S S E T H

WHEREAS, the Company is offering up to 30 million shares of the Company’s common stock, par value $0.01 per share (the “Stock”), at a purchase price of $1.00 per share, in an offering to standby purchasers, a rights offering to existing stockholders and a public offering, if necessary (the “Stock Offering”);

WHEREAS, for each three shares of Stock purchased in the Stock Offering, purchasers will receive, without charge, a warrant (the “Warrant”);

WHEREAS, each Warrant entitles the holder thereof to purchase one share of Stock at the purchase price of $1.00 per share (the “Warrant Price”) at any time commencing as of the date hereof and ending on [            ], 2015 (the “Expiration Date”).

WHEREAS, the Company desires to appoint the Warrant Agent to act on its behalf in connection with the (i) issuance of the certificates representing the Warrants (the "Warrant Certificates"), (ii) the exercise of the Warrants by the holders thereof (the "Holders") and (iii) the adjustment of the Warrants in certain events as contained herein in accordance with the terms of the Warrants and this Warrant Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent as its agent to issue the Warrant Certificates, as set forth herein, subject to resignation or replacement of the Warrant Agent as provided herein. The Warrant Agent agrees to accept such appointment, subject to the terms and conditions as set forth herein and to issue, and exchange the Warrant Certificates pursuant to the terms provided for herein and to notify the Company’s transfer agent to issue the certificates or notification of ownership in book entry form representing the appropriate number of shares of Stock (or other consideration) upon exercise of the Warrants. The Company agrees to issue and honor the Warrants on the terms and conditions as herein set forth and to instruct its transfer agent to issue its Stock (or other securities) upon notice from the Warrant Agent of the proper exercise of any Warrant. The Warrant Agent is hereby empowered to enforce any rights of the Holders for the benefit of any Holders, subject to the terms and conditions contained herein.

2. ISSUANCE OF WARRANT CERTIFICATES.

2.1. Form of Warrant Certificate. All Warrants shall be issued substantially in the form of the Warrant Certificate annexed hereto as Exhibit A. The terms of any such Warrant Certificate are incorporated herein by reference.

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2.2. Execution of Warrants. The Warrants shall be issued in registered form only. No Warrants shall have been duly and validly issued until a Holder has received a Warrant Certificate executed by the Chairman or Chief Executive Officer of the Company and the Secretary or Treasurer of the Company and such Certificate is countersigned by an authorized officer of the Warrant Agent. Any Warrant Certificate may be executed by the officers of the Company by means of a facsimile signature. The Warrant Agent shall maintain the register of all Holders.

2.3. Maximum Number of Warrants. The Company hereby authorizes the Warrant Agent to issue up to an aggregate of 10,000,000 Warrants pursuant to the Company’s written instruction and the terms hereof, subject to adjustment as hereafter provided in Section 4 hereof.

2.4. Holders. The Company shall deliver to the Warrant Agent a list of the names of the persons who shall be the Holders of the Warrants and the number of Warrants to which each such person is entitled. The Company shall deliver to the Warrant Agent, along with this Warrant Agreement, a sufficient number of duly executed Warrant Certificates. The Warrant Certificates requested by the Company shall be completed and countersigned by the Warrant Agent and promptly delivered to the Company to be mailed or delivered to the Holders pursuant to the terms hereof. If requested by the Warrant Agent, from time to time hereafter, the Company will execute additional Warrant Certificates in blank for the Warrant Agent to issue hereunder.

2.5. Rights Of A Holder. Subject to adjustment as provided herein, each Warrant shall evidence the right to purchase one share of the Company’s Stock at a purchase price of $1.00. Following the Expiration Date, any Warrant not previously exercised shall be null and void.

3. EXERCISE OF WARRANT.

3.1. Exercise Period. The Warrants may be exercised, in whole or in part, at any time commencing on the date hereof and ending at 5:00 P.M., prevailing Eastern time, on the Expiration Date. If the Expiration Date is not a Business Day, it shall automatically be extended to 5:00 P.M. on the next day which is a Business Day. Business Day means any day other than a Saturday, Sunday, or holiday on which banks in New Jersey are authorized by law to close.

3.2 Means of Exercise. In order to exercise a Warrant, the Holder must present and surrender the Warrant Certificate to the Warrant Agent at its office, with the Subscription Form on the back of the Warrant Certificate duly executed and accompanied by payment in full, in the form of certified or official bank check payable to the order of the Company or its successor, of the aggregate Warrant Price for the number of shares of Stock specified in such Subscription Form.

3.3. Issuance of Stock. Upon the request of the Warrant Agent, the Company shall promptly deliver or cause its transfer agent to deliver to the Holder exercising a Warrant a certificate or certificates evidencing the shares of Stock purchased when any Warrant is validly exercised, or in lieu thereof, confirmation that the shares of Stock purchased have been credited to the Holder in book-entry form.

3.4. Certain Exercise Provisions. If any Warrant is exercised in part only, a new Warrant Certificate, dated the date of such exercise, evidencing the rights of the Holder thereof to purchase the balance of the shares of Stock purchasable under such original Warrant shall promptly be issued to such Holder. Upon receipt of any Warrant Certificate by the Warrant Agent, at its office, in proper form for exercise and accompanied by payments as herein provided, the Holder shall be deemed to be the holder of record of the shares of Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates or confirmation representing such shares of Stock shall not then be actually delivered to the Holder.

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4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER ITEMS IN CERTAIN EVENTS. The Warrant Price and the number of shares of Stock purchasable upon exercise of any Warrant and the other terms and conditions of the Warrant shall be subject to adjustment and modification as follows in the circumstances provided:

4.1. The Purchase Price and the resulting number of shares of Common Stock issuable under each Warrant shall be subject to adjustment as follows:

(a) If the Company, after the date of this Warrant Agreement but before its exercise:

(1) pays a dividend or any other distribution payable in shares of its Stock otherwise than out of earnings or earned surplus;

(2) subdivides its outstanding shares of Stock into a greater number of shares;

(3) combines its outstanding shares of Stock into a smaller number of shares;

(4) issues by reclassification of its shares of Stock any shares of capital stock of the Company (other than a change in par value); or

(5) issues rights, options or warrants entitling holders of shares of Stock to subscribe for shares of Stock at less than the current market price, if any;

the Warrant Price in effect and the number of shares purchasable upon the exercise of such Warrant immediately prior to such action shall be adjusted so that the Holder of each Warrant may receive the number of shares of Stock of the Company to which it would have been entitled upon such action if such Holder had so exercised the Warrant immediately prior thereto. An adjustment made pursuant to this Section 4 shall become effective immediately after the record date for the determination of owners of Stock entitled thereto in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants retroactive to the record date, if any, for such event.

(b) No payment or adjustment shall be made by or on behalf of the Company on account of any cash dividends on the Stock issued upon any exercise of a Warrant which was declared for payment to the holders of Stock of record as of a date prior to the date on which such Warrant is exercised.

(c) Upon each adjustment of the Warrant Price made pursuant to this Section 4, each Warrant shall thereafter (until another such adjustment) evidence the right to purchase that number of shares of Stock (calculated to the nearest hundredth) obtained by dividing the initial Warrant Price by the Warrant Price in effect after such adjustment.

(d) The Company’s failure to give the notice required by this Section 4.1 or any defect therein shall not affect the validity of such action listed under this Section 4.1.

(e) For the purpose of this Section 4.1, the term “shares of Stock” shall mean (1) the class of stock designated as the Stock at the date of this Warrant Agreement, or (2) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the

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provisions with respect to the shares of Stock contained in this Section 4.1.

4.2. Liquidation, Dissolution or Winding Up. Notwithstanding any other provisions hereof, in the event of the liquidation, dissolution, or winding up of the affairs of the Company (other than in connection with a merger or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business), the right to exercise each Warrant shall terminate and expire at the close of business on the last full business day before the earliest date fixed for the payment of any distributable amount on the Stock. The Company shall cause a notice to be mailed to each Holder at least 20 days prior to the applicable record date for such payment stating the date on which such liquidation, dissolution or winding up is expected to become effective, and the date on which it is expected that holders of shares of Stock of record shall be entitled to exchange their shares of Stock for securities or other property or assets (including cash) deliverable upon such liquidation, dissolution or winding up, and that each Holder may exercise outstanding Warrants during such 20 day period and, thereby, receive consideration in the liquidation on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. The Company’s failure to give notice required by this Section 4.2 or any defect therein shall not affect the validity of such liquidation, dissolution or winding up.

4.3. Merger, Consolidation, etc.

(a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, (such merger, sale, conveyance, or reorganization a “Change”) then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including but not limited to all provisions contained in this Section 4), and in lieu of the shares of the Company’s Stock purchasable upon the exercise of the Warrants, such shares of stock, securities, cash or assets which such Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Holder at least 20 days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a).

(b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Stock shall receive consideration other than solely in shares of stock or other securities in exchange for their Company Stock, the Company may, at its option, fulfill its obligation hereunder by causing the Notice required by Section 4.3(a) hereof to include notice to Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

4.4. Duty to Make Fair Adjustments in Certain Cases. If any event occurs as to which in the opinion of the Board of Directors of the Company the other provisions of this Section 4 are not strictly

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applicable, or if strictly applicable would not fairly protect the purchase rights of the Holders in accordance with the essential intent and principles of this Warrant Agreement, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, as to protect the purchase rights of the Holders. Notwithstanding the foregoing, the issuance of Stock or any securities convertible into Stock by the Company either for cash or in a merger, consolidation, exchange or acquisition shall not, by itself, constitute a basis for requiring any adjustment in the Warrants unless specifically enumerated herein.

4.5. Good Faith Determination. Any determination as to whether an adjustment or limitation of exercise is required pursuant to this Section 4 (and the amount of any adjustment), shall be binding upon the Holders and the Company if made in good faith by the Board of Directors of the Company.

4.6. Notice of Adjustment. Whenever the number of shares of Stock purchasable upon the exercise of the Warrants or the Warrant Price is adjusted, the Company shall promptly file in the custody of its Secretary or an Assistant Secretary at its principal office and with the Warrant Agent, an officer's certificate setting forth the number of shares of Stock purchasable upon the exercise of the Warrants, the Warrant Price after such adjustment, a statement, in reasonable detail, of the facts requiring such adjustment and the computation by which such adjustment was made. Each such officer's certificate shall be made available at all reasonable times for inspection by the Holders, and the Warrant Agent shall, forthwith after each such adjustment, promptly mail a copy of such certificate to such Holders by first class mail, postage prepaid.

4.7. No Change of Warrant Certificate Necessary. Irrespective of any adjustment in the Warrant Price or in the number or kind of shares issuable upon exercise of the Warrants, the Warrant Certificates may continue to express the same price and number and kind of shares as are stated in the Warrant Certificates as initially issued.

5. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees for the benefit of the Holders:

5.1. Due Authorization and Valid Issuance. That all shares of Stock which may be issued upon the exercise of the rights represented by the Warrant Certificates will, upon issue and payment of the aggregate Warrant Price therefore, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances, with no personal liability attaching to the ownership thereof.

5.2. Sufficient Number of Shares. That during the period within which the rights represented by the Warrant Certificates may be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the rights evidenced by the Warrant Certificates, a sufficient number of shares of Stock to provide for the exercise of the rights represented by the Warrant Certificates.

5.3. Assurance of No Securities Law Violation. That the Company will take all such action as may be necessary to ensure that the shares of Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable federal or state law or regulation, or of any requirements of any securities exchange upon which any capital stock of the Company may be listed, if any.

5.4. Registration of Securities. That if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will in good faith and as expeditiously as reasonably possible, endeavor to secure such registration or approval. The Company will use reasonable efforts to obtain appropriate approvals or registrations under state "blue sky" securities laws. With respect to any such securities,

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however, Warrants may not be exercised by, or shares of Stock issued to, any registered Holder in any state in which such exercise would be unlawful.

6. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT CERTIFICATE.

6.1. Exchange. The Warrants shall be exchangeable at the option of the Holder, upon presentation and surrender of the Warrant Certificate at the office of the Warrant Agent for other Warrant Certificates of different denominations. Any Warrant Certificate may be divided or combined with other Warrant Certificates of the Holder into a Warrant Certificate evidencing the same aggregate number of Warrants.

6.2. Transfer or Assignment. Warrants are not transferrable or assignable other than by will or the laws of descent and distribution upon the death of the Holder.

6.3. Lost or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate and (i) in the case of such loss, theft or destruction, of reasonably satisfactory indemnification and bonding, or (ii) if mutilated, upon surrender and cancellation of such Warrant Certificate, the Warrant Agent shall execute and deliver a new Warrant Certificate of like tenor. Any such new Warrant Certificate executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrant Certificate so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

7. NO ISSUANCE OF FRACTIONAL INTERESTS IN STOCK. The Company shall not be required to issue fractional shares of Stock on the exercise of the Warrants. If any fraction of a share of Stock would be issuable upon the exercise of the Warrants (or any specified portion thereof), the Company shall pay an amount in cash (or reduce the Exercise Price by an amount) equal to the product of such fraction and the fair market value of a share of the Stock, as determined by the Company in the good faith exercise of its discretion.

8. NO RIGHTS AS STOCKHOLDERS; CERTAIN NOTICES AND REPORTS TO HOLDERS.

8.1 No Rights; Notices of Dividends and Distributions. Except as specifically provided in this Warrant Agreement, nothing contained in this Warrant Agreement or in the Warrant Certificates shall be construed as conferring upon the Holders or any permitted transferees the right to vote or to receive dividends or to receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company. If, however, between the date hereof and the Expiration Date (or if earlier the occurrence of any event specified in Section 4.2 or 4.3 terminating the Warrants), any of the following events shall occur:

(a) the Company shall declare any cash dividend upon its shares of Stock payable at a rate more than 50% in excess of the rate of the last cash dividend theretofore paid; or

(b) the Company shall declare any dividend payable in any securities other than shares of Stock upon its shares of Stock or make any distribution (other than a regular cash dividend out of undistributed net income) to the holders of its shares of Stock; or

(c) the Company shall distribute any rights, options or Warrants to the holders of shares of Stock; or

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(d) a capital reorganization or reclassification of the Company’s capital stock shall be proposed;

then in any one or more of said events, the Company shall give to the Holders at least twenty (20) days prior written notice of the date fixed as a record date or the date of closing of the transfer books for the determination of the stockholders entitled to receive such dividend or distribution. Any such notice shall also specify, in the case of any such dividend or distribution, the date on which holders of shares of Stock are entitled thereto. Failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such dividend or distribution.

8.2. Reports. The Company shall transmit by mail to all registered Holders, all reports and other documents that the Company transmits to holders of shares of Stock generally, at the same time and in the same manner as such reports and other documents are transmitted to holders of shares of Stock.

9. AGREEMENT OF HOLDERS. Every Holder of a Warrant, by his acceptance thereof, consents and agrees with the Company, the Warrant Agent and every other Holder of a Warrant that the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice or knowledge to the contrary.

10. DUTIES OF WARRANT AGENT. The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any other act hereunder be deemed to make any representations as to the validity, value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable.

The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered or omitted by it in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with this Warrant Agreement except for its own gross negligence or willful misconduct.

The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of the Board, Chief Executive Officer or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and delivered to the Warrant Agent pursuant to Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken, suffered or

7

omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine.

The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's gross negligence or willful misconduct.

The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving thirty (30) days prior written notice to the Company. At least fifteen (15) days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant agent.

The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason.

After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the Company.

Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such notice to be mailed to each Holder.

Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any further act. Any such successor Warrant agent shall promptly cause notice of its succession as Warrant agent to be mailed to the Company and to each Holder.

Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company.

11. MODIFICATION OF AGREEMENT. The Warrant Agent and the Company may by supplemental agreement make any changes or corrections in this Warrant Agreement: (i) that they shall deem appropriate to cure any ambiguity or to correct any defective or inconsistent provision or manifest

8

mistake or error herein contained; or (ii) that they may deem necessary or desirable and which shall not adversely affect the purchase or other material rights of the Holders of Warrant Certificates. This Warrant Agreement shall not otherwise be modified, supplemented or amended in any respect except with the consent in writing of the Holders of Warrant Certificates representing not less than 50% of the Warrants then outstanding, but no such amendment, modification or supplement which changes the number or nature of the securities purchasable upon the exercise of any Warrant, the Warrant Price or accelerates the Expiration Date, shall be made without the consent in writing of each and every Holder (but no consent shall be required for such changes as are specifically contemplated by this Warrant Agreement as originally executed).

12. MISCELLANEOUS.

12.1. Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement and supersedes all prior negotiations, arrangements or understandings with respect thereto.

12.2. Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

12.3. Governing Law. This Warrant Agreement shall be governed by the laws of the State of New Jersey, without giving effect to the principles of conflicts of laws thereof.

12.4. Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant Agreement.

12.5. Notices. Any notice or other communications required hereunder to be given to a Holder shall be in writing and shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the address of such Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or mailed to the Company at its then principal office, Attention: Chief Executive Officer, or at such other address as the Company shall have designated by written notice to the Warrant Agent. Notices or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage prepaid.

IN WITNESS WHEREOF, the Company and the Warrant Agent have executed this Warrant Agreement by their duly authorized officers as of the date first set forth above.

CENTRAL FEDERAL CORPORATION

By:                                                                       

REGISTRAR AND TRANSFER COMPANY

By:                                                                       

9

EXHIBIT A

WARRANT CERTIFICATE

Certificate Number

Initial Issuance
Dated:             , 2012	Warrants

VOID AFTER [    ], 2015

WARRANT CERTIFICATE FOR

PURCHASE OF STOCK

CENTRAL FEDERAL CORPORATION

This certifies that FOR VALUE RECEIVED                      or his, her or its registered assigns (the "Holder") is the registered owner of                      Warrants ("Warrants") of Central Federal Corporation, a Delaware chartered corporation (the "Company"). The Warrants are subject to the terms and conditions set forth in this certificate and the Warrant Agreement (as hereinafter defined), and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant Agreement. Each Warrant entitles the Holder to purchase one share of the Company’s Common Stock ("Stock"), at any time after the Original Exercise Date upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse side hereof duly executed, at the corporate office of the Warrant Agent (as hereafter defined), accompanied by payment of the Warrant Price in the form permitted under the Warrant Agreement.

This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of                     , 2012 by and between the Company and Registrar and Transfer Company (the "Warrant Agent"), a copy of which may be obtained from the Company at 2923 Smith Road, Fairlawn, Ohio 44333, or the Warrant Agent at 10 Commerce Drive, Cranford, New Jersey 07016, by a written request from the Holder hereof or which may be inspected by any Holder or his agent at the principal office of the Company or the Warrant Agent.

No fractional shares of Stock will be issued upon exercise of the Warrant. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants.

Prior to due presentment for registration of transfer hereof, the Company and the Warrant Agent shall treat the Holder as the absolute owner hereof and of each Warrant represented hereby for all purposes and shall not be affected by any notice to the contrary.

This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New Jersey.

A-1

This Warrant Certificate is not valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted thereon.

(SEAL)	CENTRAL FEDERAL CORPORATION
Dated:	By:
	Chairman or Chief Executive Officer
	By:
[                                             ]	Secretary or Treasurer
REGISTRAR AND TRANSFER COMPANY
As Warrant Agent
By:
Authorized Officer

A-2

SUBSCRIPTION FORM

Dated:                    , 20    

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing              shares of Stock and hereby makes payment of $            in satisfaction of the Warrant Price thereof.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name                                                                                      

(please typewrite or print in block letters)

Address                                                                                  

Signature                                                                                

Tax Identification Number                                                   

A-3

EX-99.9

EXHIBIT 99.9

Form of Rights Certificate

The Rights Offering expires at 5:00 p.m., Eastern Time, on , 2012. Central Federal Corporation (the “Company”) may extend the rights offering without notice to you until , 2012 (such date and time, as it may be extended, the “Expiration Date”).

The Company has distributed, at no charge, to each holder of record of the Company’s common stock, par value $0.01 per share (“Common Stock”), (each a “Record Date Shareholder”), as of 5:00 Eastern Time on , 2011 (the “Record Date”) one subscription right (“Subscription Right”) for each share of Common Stock held as of the close of business on the Record Date. Each Subscription Right entitles a Record Date Shareholder to a basic subscription privilege (the “Basic Subscription Privilege”) and an over-subscription privilege (the “Over-Subscription Privilege”). The Basic Subscription Privilege of each Subscription Right gives each Record Date Shareholder the opportunity to purchase 6.0474 shares of Company Common Stock at a subscription price of $1.00 per share. Fractional shares of Company Common Stock resulting from the exercise of the Basic Subscription Privilege will be eliminated by rounding down to the nearest whole share. In the event that a Record Date Shareholder purchases all of the shares of Company Common Stock available pursuant to the Record Date Shareholder’s Basic Subscription Privilege, the Record Date Shareholder may also choose to exercise an Over-Subscription Privilege, subject to certain limitations and subject to allotment, to purchase a portion of any shares of Company Common Stock that are not purchased by other Record Date Shareholders through the exercise of their Basic Subscription Privileges.

All purchasers of common stock in the rights offering will receive, without additional charge, one warrant to purchase one additional share of common stock for each three shares purchased in the rights offering. The warrants will be exercisable for three years following completion of the stock offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued and the number of warrants issued will be rounded down. By way of example, a purchaser purchasing three shares of common stock will receive one warrant and a purchaser purchasing five shares of common stock will receive one warrant, while a purchaser purchasing six shares of common stock will receive two warrants. The number of shares for which warrants may be exercised and the exercise price applicable to the warrants will be proportionately adjusted in the event the Company pays stock dividends or makes distributions of its common stock, or subdivides, combines or reclassifies outstanding shares of its common stock such as in a stock split or reverse stock split.

Method Of Exercise Of Rights

In order to exercise your Basic Subscription Privilege and Over-Subscription Privilege, you must properly complete and sign this Rights Certificate on the front and back where indicated and return it to the Subscription Agent, Registrar and Transfer Company, together with payment in full for an amount equal to the subscription price multiplied by the total number of shares of Common Stock subscribed for under your Basic Subscription Privilege and Over-Subscription Privilege. To be timely, the Subscription Agent must receive the properly completed and executed Rights Certificate and payment in full for the shares of Common Stock subscribed for at or before 5:00 p.m., Eastern Time, on the Expiration Date.

Full payment for the shares of Common Stock subscribed for pursuant to your Basic Subscription Privilege and Over-Subscription Privilege must be made payable in United States dollars by wire transfer, personal check drawn on a U.S. bank or, bank check drawn on CF Bank, in each case payable to “Registrar and Transfer Company.” You will not be paid any interest on funds paid to the Subscription Agent regardless of whether the funds are applied to the subscription price or returned to you.

You are advised to review the Prospectus and the Instructions as to Use of Central Federal Corporation Rights Certificates included with this Rights Certificate. Additional copies of these

materials may be obtained from ParaCap Group, LLC, the Information Agent. The Information Agent’s telephone number is (            )     -    .

	Number of Rights Represented by this Rights Certificate	Maximum Number of Shares of Common Stock for Which You May Subscribe under Your Basic Subscription Privilege
Control #
XXXXX XXXXX	XXXXXXXXXX	XXXXXXXXXX

Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy)

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

SECTION 1: EXERCISE AND SUBSCRIPTION: The number of Subscription Rights represented by this Rights Certificate and the maximum number of shares of common stock for which you may subscribe under your Basic Subscription Privilege are set forth on the front of this Rights Certificate. Please see “The Rights Offering–Limit on How Many Shares of Common Stock You May Purchase in the Stock Offering” for a description of the purchase limits applicable to the rights offering. The undersigned hereby irrevocably exercises one or more Subscription Rights to subscribe for shares of Common Stock as indicated below, on the terms and subject to the conditions specified in the Prospectus.

Step 1 – Basic Subscription Privilege

I wish to exercise my full Basic Subscription Privilege or a portion thereof as follows:

Number of Shares of Common Stock Subscribed for	Subscription Price     Payment Due Under Basic
Under Your Basic Subscription Privilege	Subscription Privilege
X $1.00	=   $

Step 2 – Over-Subscription Privilege

I have exercised my full Basic Subscription Privilege and in addition to my full Basic Subscription Privilege I wish to subscribe for additional shares under my Over-Subscription Privilege as follows:

Number of Shares of Common Stock Subscribed for	Subscription Price Payment Due Under Over-
Under Your Over-Subscription Privilege*	Subscription Privilege
X $1.00	=  $

* The maximum number of shares you may subscribe for under your Over-Subscription Privilege is equal to [            ] shares less the number of shares you subscribed for under your full Basic Subscription Privilege and less the number of shares you currently beneficially own.

Step 3 – Total Shares and Total Amount Enclosed

Total Shares:	Subscription Price	Total Amount Enclosed:
X $1.00		=  $
Number of Shares of Common Stock Subscribed for under Basic Subscription Privilege (Step 1) plus Over-Subscription Privilege (Step 2)		Total Payments Due under Basic Subscription Privilege (Step 1) plus Over- Subscription Privilege (Step 2)

SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby irrevocably subscribe for the number of shares of Common Stock indicated above on the terms and conditions set forth in the Prospectus. Note: In addition to signing below, please also sign and date the front of this Rights Certificate where indicated.

Signature of Subscriber(s)

(address if different than that listed on this Rights Certificate) _______________________________ Telephone number (including area code) _______________________________

SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTIONS 4 AND 5): The Subscription Rights are not transferable in any way, except to affiliates of the recipient and except by operation of law. By executing below, you hereby represent and warrant that the person in whose name you are requesting that we issue the Common Stock is your affiliate or is a transferee by operation of law. Evidence satisfactory to the Company that any such permitted transfer is proper must be delivered by mail, express mail or overnight courier to Registrar and Transfer Company at the address specified below prior to the Expiration Date.

Complete the following ONLY if the shares of Common Stock subscribed for are to be issued in a name other than that of the registered holder.

Issue Shares to:                                                                                                 Soc. Sec. #/Tax ID#:                                                     

Address:

SECTION 4: ACKNOWLEDGMENT (TO BE COMPLETED ONLY IF YOU COMPLETED SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTION 5): I/We acknowledge receipt of the Prospectus and understand that, after delivery to Registrar and Transfer Company as Subscription Agent, I/we may not modify or revoke this Rights Certificate. Under penalties of perjury, I/we certify that the information contained herein, including the social security number or taxpayer identification number given above, is correct.

The signature below must correspond with the name of the registered holder exactly as it appears on the books of the Company’s transfer agent without any alteration or change whatsoever.

Signature(s) of Registered Holder:                                         Date:                                     

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print).

Name:                                      Capacity:                                     Soc. Sec. #/Tax ID #:                        

Address: Phone:                      

SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4): All Subscription Right holders who specify special issuance or delivery instructions must have their signatures guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.

Name of Firm:                                              Authorized Signature:                                         

Address:	Name:
		Title:
City, State, Zip Code:
Area Code and Telephone Number:

Delivery Options for Rights Certificates

By Mail:	By Express Mail or Overnight Courier:
Registrar and Transfer Company	Registrar and Transfer Company
ATTN: Reorg Dept.	ATTN: Reorg Dept.
10 Commerce Drive	10 Commerce Drive
Cranford, NJ 07016	Cranford, NJ 07016

DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE

DOES NOT CONSTITUTE A VALID DELIVERY

Any questions regarding this Rights Certificate and Rights Offering may be directed to ParaCap Group, LLC at [(    )                     ].