exv4w5



 






Exhibit 4.5




WARRANT AGREEMENT




     Agreement made as of ___, 2005 between Community Bankers Acquisition Corp., a Delaware
corporation, with offices at 717 King Street, Alexandria, Virginia 22314, (the “Company”), and
Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery
Place, 8th Floor, New York, New York 10004 (the “Warrant Agent”).







     WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of Units (the
“Units”) and, in connection therewith, has determined to issue and deliver up to (i) 7,500,000
Warrants (the “Public Warrants”) to the public investors,
and (ii) 525,000 Warrants to I-Bankers
Securities Incorporated (the “Representative”) or its designees (the “Representative’s Warrants”
and, together with the Public Warrants, the “Warrants”), each of such Public Warrants evidencing
the right of the holder thereof to purchase one share of common stock, par value $0.01 per share,
of the Company’s Common Stock (the “Common Stock”) for $6.00, subject to adjustment as described
herein; and











     WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement, No. 333-124240 on Form S-1 (the “Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (the “Act”) of, among other securities, the Warrants and the
Common Stock issuable upon exercise of the Warrants; and







     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this Agreement.




2. Warrants.




     2.1 Form of Warrant. Each Warrant shall be issued in registered form only, shall be in
substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and
shall be signed by, or bear the facsimile signature of, the Chairman of the Board or President and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the



1









 





Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.




     2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.



     2.3 Registration.



          2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.



          2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (the “registered holder”), as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.



     2.4 Detachability of Warrants. The securities comprising the Units will not be separately
transferable until 90 days after the date hereof unless the Representative informs the Company of
its decision to allow earlier separate trading, but in no event will the Representative allow
separate trading of the securities comprising the Units until the Company files a Current Report on
Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Public Offering including the proceeds received by the Company from the exercise of
the Underwriter’s over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K.



     2.5 Warrants and Representative’s Warrants. The Representative’s Warrants shall have the same
terms and be in the same form as the Public Warrants except with respect to the Warrant Price as
set forth below in Section 3.1.



3. Terms and Exercise of Warrants




     3.1 Warrant Price. Each Public Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Public Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $6.00 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. Each Representative’s Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Representative’s Warrant and of this Warrant Agreement, to purchase from



2









 





the Company the number of shares of Common Stock stated therein, at the price of $7.50 per
whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as
used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date.




     3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of the consummation by the Company of a merger, capital stock
exchange, asset acquisition or other similar business combination (the “Business Combination”) (as
described more fully in the Company’s Registration Statement) or ___, 2006, and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) ___, 2010 or (ii) the date fixed
for redemption of the Warrants as provided in Section 6 of this Agreement (the “Expiration Date”).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.



     3.3 Exercise of Warrants.



          3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant, duly executed, and (i) by paying in full, in lawful money of the
United States, in cash, good certified check or good bank draft payable to the order of the Company
(or as otherwise agreed to by the Company), the Warrant Price for each full share of Common Stock
as to which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the
Common Stock or (ii) in the event the Company has called the Warrants for redemption pursuant to
Section 6 hereof, by surrendering his or her Warrant for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrant, multiplied by the difference between the Warrant Price and the “Fair Market
Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the
average reported last sale price of the Common Stock for the 10 trading days ending on the third
business day prior to the date on which the notice of redemption is sent to holders of Warrant
pursuant to Section 6 hereof.



          3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any Warrant and
the clearance of the funds in payment of the Warrant Price, the Company shall issue to the
registered holder of such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he is entitled, registered in such name or names as may be directed by him,
her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant unless a registration statement under the Act with respect to



3









 





the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.




          3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and nonassessable.



          3.3.4 Date of Issuance. Each person in whose name any such certificate for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.



          3.3.5 Warrant Solicitation and Warrant Solicitation Fee.



               a. The Company has engaged the Representative, on a non-exclusive basis, as its agent for the
solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist the
Representative with respect to such solicitation, if requested by the Representative, and (ii)
provide the Representative, and direct the Company’s transfer agent and the Warrant Agent to
deliver to the Representative, lists of the record and, to the extent known, beneficial owners of
the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with the
Representative in every respect in connection with the Representative’ solicitation activities,
including, but not limited to, providing to the Representative, at the Company’s cost, a list of
record holders of the Warrants and circulating a prospectus or offering circular disclosing the
compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the
time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), the
Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b)
only if it has provided bona fide services to the Company in connection with the exercise of the
Warrants and only to the extent that an investor who exercises his Warrants specifically
designates, in writing, that the Representative solicited his exercise. In addition to soliciting,
either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also
include disseminating information, either orally or in writing, to Warrant holders about the
Company or the market for the Company’s securities, or assisting in the processing of the exercise
of Warrants.



               b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give
written notice of such exercise to the Company and the Representative (the “Warrant Agent’s
Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date
of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than
the Warrant Price, (ii) disclosure of compensation arrangements between the Company and the
Representative with respect to the solicitation of the exercise of the Warrants was made both at
the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as
otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms
in writing that the exercise of the Warrant was solicited by the Representative, (iv) the Warrant
was not held in a discretionary account, and (v) the solicitation



4









 





of the exercise of the Warrant was not in violation of Regulation M (as such rule or any
successor rule may be in effect as of such time of exercise) promulgated under the Securities
Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of
the Common Stock underlying the Warrants so exercised in accordance with the instructions from the
Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s),
shall, on behalf of the Company, pay to the Representative a fee of 5% of the cash proceeds
received upon exercise of the Warrants, and 5% of the value of the Common Stock (based on the Fair
Market Value of the Common Stock) received by the holder upon the cashless exercise of the Warrants
pursuant to Section 3.3.1, Warrant Price to the Representative, provided that the Representative
delivers to the Warrant Agent within ten (10) business days from the date on which the
Representative received the Warrant Agent’s Exercise Notice, a certificate that the conditions set
forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the
foregoing, no fee will be paid to the Representative with respect to the exercise by the
Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it
or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or
them for its or their own account. The Representative and the Company may at any time during
business hours, examine the records of the Warrant Agent, including its ledger of original Warrant
certificates returned to the Warrant Agent upon exercise of Warrants.




c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the
prior written consent of the Representative.




4. Adjustments.




     4.1 Stock Dividends — Split-Ups. If after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split-up or similar event, the
number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.



     4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section
4.6, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.



     4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable
upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of
Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment,
and (y) the denominator of which shall be the number of shares of Common Stock so purchasable
immediately thereafter.



5









 





     4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change covered by Section
4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or in the
case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder
would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event; and if any reclassification also results in a change in shares of Common Stock
covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



     4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number
of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or
4.4, then, in any such event, the Company shall give written notice to the Warrant holder, at the
last address set forth for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.



     4.6 No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement
to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up or down to the nearest whole number the number of the
shares of Common Stock to be issued to the Warrant holder.



     4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment
pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.



6









 





5. Transfer and Exchange of Warrants.




     5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to
time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for
transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.



     5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.



     5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration
of transfer or exchange which will result in the issuance of a warrant certificate for a fraction
of a warrant.



     5.4 Service Charges. No service charge shall be made for any exchange or registration of
transfer of Warrants.



     5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.



6. Redemption.








     6.1 Redemption. Subject to Section 6.4 hereof, with the prior consent of the Representative,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any
time after they become exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2., at the price of $.01 per Warrant (the
“Redemption Price”), provided that the last sales price of the Common Stock has been at least
$11.50 per share (subject to appropriate adjustment in the event of
adjustments in the manner contemplated in Section 4), on each of twenty (20) trading days within any thirty (30) trading day period
ending on the third business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified, amended or deleted without the prior written
consent of the Representative.







     6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than 30



7









 





days prior to the date fixed for redemption to the registered holders of the Warrants to be
redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.




     6.3 Exercise After Notice of Redemption. The Warrants may be exercised, for cash or on a
“cashless basis,” in accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2. hereof and prior to the
time and date fixed for redemption. On and after the redemption date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the Warrants, the
Redemption Price.



     6.4 Outstanding Warrants Only. The Company understands that the redemption rights provided
for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to
purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such
purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption are met. The provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of the Representative.



7. Other Provisions Relating to Rights of Holders of Warrants.




     7.1 No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any
of the rights of a stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.



     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



     7.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that will be sufficient to permit the
exercise in full of all outstanding Warrants issued pursuant to this Agreement.



     7.4 Registration of Common Stock. The Company agrees that prior to the commencement of the
Exercise Period, it shall file with the Securities and Exchange Commission a post-effective
amendment to the Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall take such action as is necessary to qualify for sale, in those
states in which the Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants. In either case, the Company will use its best efforts to cause the same
to become effective and to maintain the effectiveness of such



8









 





registration statement until the expiration of the Warrants in accordance with the provisions
of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted
without the prior written consent of the Representative.




8. Concerning the Warrant Agent and Other Matters.




     8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.



     8.2 Resignation, Consolidation, or Merger of Warrant Agent.



          8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



          8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer
agent for the Common Stock not later than the effective date of any such appointment.



          8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation



9









 





resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.




     8.3 Fees and Expenses of Warrant Agent.



          8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for
its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.



          8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or
cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.



     8.4 Liability of Warrant Agent.



          8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this
Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the President or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of
this Agreement.



          8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent’s negligence, willful misconduct, or bad faith.



          8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity
of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.



     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this
Agreement and agrees to perform the same upon the terms and conditions herein set forth and among
other things, shall account promptly to the Company with respect to



10









 





Warrants exercised and concurrently account for, and pay to the Company, all moneys received
by the Warrant Agent for the purchase of shares of the Company’s Common Stock) through the exercise
of Warrants.




9. Miscellaneous Provisions.




     9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of
the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.



     9.2 Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given
or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:


Community Bankers Acquisition Corp.

717 King Street

Alexandria, Virginia 22314

Attn: President



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Compliance Department



with a copy in each case to:



Dilworth Paxson LLP

1818 N. Street, N.W.

Suite 400

Washington, DC 20036

Attn: Kathleen L. Cerveny, Esq.


and


I-Bankers Securities Incorporated

1560 East Southlake Boulevard

Suite 232

Southlake, Texas 76092

Attn: Shelley Gluck, Chief Financial Officer





11









 








and



Greenberg Traurig, LLP

600 Three Galleria Tower

13155 Noel Road

Dallas, TX 75240

Attn: Phillip Kushner, Esq.



     9.3 Applicable law. The validity, interpretation, and performance of this Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New York, without giving
effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.



     9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2
hereof, the Representative, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The
Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of
the parties hereto (and the Representative with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and
9.2 hereof) and their successors and assigns and of the registered holders of the Warrants.



     9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.



     9.6 Counterparts. This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.



     9.7 Effect of Headings. The Section headings herein are for convenience only and are not part
of this Warrant Agreement and shall not affect the interpretation thereof.



12









 





     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 
	Attest:	 	COMMUNITY BANKERS ACQUISITION CORP.
	 
	 	 	 	 
	

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	

	 	Name:
	 	Gary A. Simanson
	 
	 	 	 	 
	

	 	Title:
	 	President
	 
	 	 	 	 
	Attest:	 	CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
	 
	 	 	 	 
	

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	

	 	Name:
	 	Steven G. Nelson
	 
	 	 	 	 
	

	 	Title:
	 	President







13