exv4w3



 








	 	 	 
	SPECIMEN WARRANT CERTIFICATE

	 	Exhibit 4.3
	 	 	 






					
	   
	 	(SEE REVERSE LEGEND)
	 	   






(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR

TO 5:00 P.M. NEW YORK CITY TIME,
                    , 2010)



					
	NUMBER

CBW __________
	 	   
	 	WARRANTS

__________






COMMUNITY BANKERS ACQUISITION CORP.


WARRANT



CUSIP 20361R119                     







THIS CERTIFIES THAT, for
value received,
                    is
the registered holder (“ Registered Holder”) of a Warrant or
Warrants expiring                     , 2010 (the “Warrant”) to purchase one fully paid and non-assessable
share of Common Stock, par value $.01 per share (“Shares”), of Community Bankers Acquisition Corp.,
a Delaware corporation (the “Company”) for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i)
the consummation by the Company of a merger, capital stock exchange, asset acquisition or other
similar business combination or (ii)                     , 2006, such number of Shares of the Company at the
price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company
(such payment to be made by check made payable to the Warrant Agent), but only subject to the
conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events
the Warrant Price and the number of Shares purchasable hereunder, set forth on the face
hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the
Warrant is exercised.




     No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a
Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round up or down to the nearest whole number of Shares to be
issued to such holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the Registered Holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or



 











 





Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.




     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The
Company and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.


     This
Warrant does not entitle the Registered Holder to any of the rights
of a stockholder of
the Company until exercised.



     `The
Company reserves the right to call the Warrant, with the prior
consent of I-Bankers Securities Incorporated on behalf of the
representatives of the underwriters, at any time prior to its exercise, with a
notice of call in writing to the Warrant holders of record, giving 30 days’ notice of such call at
any time after the Warrant becomes exercisable if the last sale price of the Shares has been at
least $11.50 per share on each of 20 trading days within any 30 trading day period ending on the
third business day prior to the date on which notice of such call is given. The call price of the
Warrants is to be $.01 per Warrant. Any Warrant either not exercised
as provided by the Warrant Agreement, or tendered back to the
Company by the end of the date specified in the notice of call, shall be canceled on the books of
the Company and have no further value except for the $.01 call price.



   


	 	 	 	 	 	 	 	 	 	 	 
	DATED:

   
Countersigned:

	
	 	COMMUNITY
BANKERS

ACQUISITION CORP.
CORPORATE SEAL
	 	 	 	 	 	 
	CONTINENTAL STOCK

TRANSFER & TRUST
COMPANY, as Warrant Agent
	 	2005

DELAWARE		 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 	 
	 

	 	 	 	 	 	 	Secretary
	 	Chairman
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 
	 

	Authorized
Signature                 	 	 	 	 	 	 	 








 









 






SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants




The undersigned Registered Holder irrevocably elects to exercise                                          Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of



	 	 	 	 	 
	
	 	 	 	 
	 
	 	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 	 
	 	 	 	 	 
	
	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	
	 	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)	 	 
	 	 	 	 	 
	
	 	and be delivered to	 	 
	 	 	 	 	 
	
	 	 	 	 
	
	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)	 	 
	 	 	 	 	 
	
	 	 	 	 






and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	              
                                                                             
                                                    
                                                    
                                                    
             
	 	 
	

	 	 	 	(SIGNATURE)
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	(ADDRESS)
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	(TAX IDENTIFICATION NUMBER)






 









 






ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants




For Value Received,                                          hereby sell, assign, and transfer unto




	 	 	 	 	 
	
	 	 	 	 
	 
	 	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 	 
	 	 	 	 	 
	
	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	
	 	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)	 	 
	 	 	 	 	 
	
	 	and be delivered to	 	 
	 	 	 	 	 
	
	 	 	 	 
	
	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)	 	 






                                                             of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                                                                  Attorney to transfer this
Warrant Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           


	 	 
	

	 	 	 	(SIGNATURE)






THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.