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.