exv4w2



 









Exhibit 4.2


COMMUNITY BANKERS
ACQUISITION CORP.

Organized Under the Laws of the State of Delaware





	 	 	 	 	 
	NUMBER

	 	SHARES

	CB
___________

	 	__________	 	 






	 	 	 
	Common
Stock

	 	Cusip    20361R101
             






THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE.



THIS CERTIFIES THAT
________ is the registered holder of __________
of the fully paid and nonassessable shares of the Common Stock, par
value of $.01 per share, of the Common Stock of



Community Bankers Acquisition Corp.





transferable only on the books of the corporation in person or by duly authorized attorney

upon surrender of this certificate properly endorsed.

This Certificate is not valid unless countersigned by the

Transfer Agent and registered by the Registrar.

Witness the seal of the corporation and the

facsimile signatures of its duly

authorized officers.





	 	 	 
	 
	 
	 

	 	 
	Secretary

	 	Chairman of the Board







Community Bankers

Acquisition Corp.



Seal

2005

Delaware




 









 





COMMUNITY BANKERS ACQUISITION CORP.


     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS, OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THIS CERTIFICATE AND THE SHARES REPRESENTED THEREBY
ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND
ALL AMENDMENTS THERETO AND RESOLUTIONS OF THE BOARD OF DIRECTORS PROVIDING FOR THE ISSUE OF SHARES
OF PREFERRED STOCK (COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION), TO ALL
OF WHICH THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF ASSENTS.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 
	TEN COM – as tenants in common

	 	UNIF GIFT MIN ACT -                      Custodian                 
	TEN ENT – as tenants by the entireties

	 	                                   
          (Cust)                    
  (Minor)
	JT TEN – as joint tenants with right of
survivorship under and not as
tenants in common

	 	  Uniform Gifts to Minors Act                          

                                       
             (State)
	

	 	 






     Additional Abbreviations may also be used though not in the above list.


     For value received,                                          hereby sell, assign and transfer unto




	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 





shares of the capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ________________________
____________ Attorney to transfer the
said stock on the books of the within named Corporation will full power of substitution in the
premises.



Dated                                         




 









 








	 	 	 
	 

	 	NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the certificate in every particular, without alteration or enlargement or any change
whatever.






	 	 	 
	Signature(s) Guaranteed:
	 	 
	 
	 	 
	 
	 	 
	 





THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).




The holder of this certificate shall be entitled to receive funds from the trust fund pursuant to
the Investment Management Trust Agreement between the Company and Continental Stock Transfer &
Trust Company only in the event of the Company’s liquidation or if the holder seeks to convert his
respective shares into cash upon a business combination which he voted against and which is
actually completed by the Company. In no other circumstances shall the holder have any right or
interest of any kind in or to the trust fund. A copy of the Investment Management Trust Agreement
will be made available by the Company upon request by the holder of this certificate.