Exhibit 4.2



 Exhibit 4.2 

 

	
	












 1. Number of Shares Available Under this Warrant; Exercise Price: Expiration. 

1.1 Number of Shares. The Registered Holder is entitled to purchase the number of shares of NPB’s common stock specified on the face of this warrant
under the terms of this warrant. NPB shall reserve for issuance to the Registered Holder the shares that can be acquired or exercised pursuant to this warrant. The warrants are being issued pursuant to the offering the terms and conditions of which
are set forth in NPB’s Prospectus dated                     2012 (the “Prospectus”) and are incorporated herein by reference. Copies
of the Prospectus may be obtained from Registrar and Transfer Company, the Warrant Agent (“RT”). 
 1.2 Exercise Price. The exercise
price (“Purchase Price”) for each share to be acquired by the Registered Holder by exercise of this warrant is $1.75. 
 1.3
Expiration. This warrant is exercisable upon issuance and at any time thereafter until 5:00 p.m., local time in Cranford, N.J. on
                    (the “Expiration Time”). After the Expiration Time, no unexercised portion of this warrant shall be exercisable.

 2. No Fractional Shares. In the event that the exercise of this warrant would result in the issuance of a fractional share of common
stock (that is, in the issuance of less than one whole share of common stock), the fraction shall be disregarded and the Registered Holder shall not be entitled to any compensation therefor. 
 3. Adjustments of Number of Shares Issuable Upon Exercise of Warrant. The exercise price and the number of shares underlying the warrant are subject to appropriate adjustment in the even of stock
splits, reverse stock splits, stock dividends on NPB’s common stock, stock combinations or similar events affecting NPB’s common stock. In addition, in the event of any merger, consolidation, sale or other reorganization event in which
NPB’s common stock is converted into or exchanged for securities, cash or other property, then following such event, the Registered Holder 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. 
 Except to
the extent specified in Section 3, the Registered Holder shall not be entitled to any adjustment as a result of the issuance of common shares for value, including, by way of example only, the sale of authorized but unissued common shares or the
issuance of shares pursuant to any equity incentive or compensation plan, the exercises of options or warrants, or any other issuance of any securities of NPB for value. 
 4. Covenants of NPB. NPB agrees that all shares which may be issued upon the exercise of this warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and
free from all preemptive rights of any shareholder and all taxes, liens and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such Issue). 

5. Warrant Registered Holder Not Deemed a Shareholder. The Registered Holder of this warrant, as such, is not entitled to vote or receive
dividends or have the rights associated with the owner of common shares for any purpose, as such, any right to vote, give or withhold consent to any corporate action, receive notice of meetings, receive dividends, or subscription rights, or
otherwise, prior to the issuance of record to the Registered Holder the shares to the Registered Holder upon the exercise of this warrant. 
 6.
Limitations On Exercise of Warrants. This warrant may be exercised in whole and in part on one or more occasions; provided, that partial exercises shall be for not fewer than the purchase of the lesser of (a) not less than one hundred
(100) shares or (b) all shares then available for exercise under the warrant. The Registered Holder may exercise the same by surrendering this warrant, with the form of subscription at the end hereof duly executed by such Registered Holder
accompanied by payment in U.S. Dollars by personal check drawn on a U.S. bank, including New Peoples Bank, or a cashier’s check drawn only on New Peoples Bank, Inc. payable as set forth below or by wire transfer as provided below. 

7. Non-Transferability of Warrants. The Registered Holder understands that NPB shall not permit the purchase of any shares under this warrant by
any person other than the Registered Holder or transferees by operation of the law. This warrant is not transferable except by operation of the law. The Registered Holder further understands that only the Registered Holder may exercise or attempt to
exercise this warrant. The warrants are not attached to the shares that were offered in the offering in connection with which the warrants were issued. If these shares are transferred by the Registered Holder, the Registered Holder will retain the
related warrants. 
 8. Notices. All communications hereunder shall be In writing mailed by registered or certified mail, hand delivery
or delivered by courier, if to NPB to 67 Commerce Drive, Honaker VA 24260, Attention: President; or if to Registrar and Transfer Company, the Warrant Agent, to 10 Commerce Drive, Cranford N.J. 07016, Attention: Reorg/Exchange Department. All
communications hereunder shall be in writing and, If sent to the Registered Holder, shall be mailed by registered or certified mall, hand delivered or delivered by courier, to the address of such Registered Holder as set forth in NPB’s or
Registrar and Transfer’s records. The Registered Holder may change his, her or its address by proper notice to NPB and Registrar and Transfer sent in conformity with this Section. Risk of non-transmission or untimely delivery of any notice
shall be and remain at all times on the Registered Holder. 
 
 DELIVERY OPTIONS FOR SHARES 
 By Mail, Hand or Overnight Courier: 

Registrar & Transfer Company 
 10 Commerce Drive 
 Cranford, New Jersey 07016 

Attention: Reorg/Exchange Department 
 Delivery to an address other than the address listed above will not constitute valid delivery. 
 Delivery by facsimile will not constitute valid delivery. 
 PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY 
 IF YOU WISH TO EXERCISE ALL OR A PORTION OF YOUR WARRANTS 

 

									
	I exercise	 	  
	 	warrants x 1.00. =	 	  
	  	
		 	    (no. of warrants)    	 		 	    (total no. of your new shares)    	  	

 Therefore, I apply for: 
  

							
	  
	 	x $1.75 = $	 	  
	  	
	    (no. of new shares)    	 		 	    (amount enclosed)    	  	

 TO EXERCISE: I acknowledge that I received the Prospectus and I hereby irrevocably exercise the number of warrants set
forth above for the number of shares indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay for the shares which I have subscribed, the Company may exercise its legal remedies against me.

  

	
	  

	Signature(s) of Subscriber(s)


                    Indicate, by initialing in the
provided blank, that you are aware of the absence of deposit insurance covering the securities being sold pursuant to this Warrant Certificate. 

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE REVERSE OF THIS WARRANT
CERTIFICATE. 
 If signature is by trustee(s), executor(s), administrator(s), guardians(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). See the instructions. 
  

									
	Name(s):	 	  
	 		 	Taxpayer ID# or Social Security #:	 	  


  

			
	Capacity (Full Title)	  	  


 FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE IN U.S. DOLLARS BY PERSONAL CHECK
DRAWN ON A U.S. BANK, INCLUDING NEW PEOPLES BANK, OR BY A CASHIER’S CHECK DRAWN ONLY ON NEW PEOPLES BANK OR WIRETRANSFER PAYABLE TO REGISTRAR AND TRANSFER COMPANY.