exv10w7



 






Exhibit 10.7




____________, 2005




I-Bankers Securities Incorporated

1560 East Southlake Boulevard, Suite 232

Southlake, TX 76092



     Re:      Community Bankers Acquisition Corp.



Gentlemen:



     This letter will confirm the agreement of Gary A. Simanson and David Zalman (the
“Stockholders”) and I-Bankers Securities Incorporated (the “Representative”) with respect to the
purchase of certain warrants to purchase common stock (“Warrants”) of Community Bankers Acquisition
Corp. (the “Company”) included in the units (comprised of one share of common stock and one warrant
to purchase common stock) being sold in the Company’s initial public offering (“IPO”) upon the
terms and conditions set forth herein. The shares of Common Stock and Warrants will not be
separately tradable until 90 days after the effective date of the Company’s IPO, unless the
Representative informs the Company of its decision to allow earlier separate trading.



     The Stockholders and the Representative agree that this letter agreement constitutes an
irrevocable order for the purchase within the 20 trading-day period commencing on the date separate
trading of the Warrants commences of the following Warrants:




     (a) for the account of the Representative up to 500,000 Warrants (the
“Representative’s Maximum Warrant Purchase”) at market prices not to exceed $1.20 per
Warrant; and




     (b) for the account of the Stockholders up to 1,000,000 Warrants (the “Stockholders’
Maximum Warrant Purchase”) at market prices not to exceed $1.20 per Warrant.



     The foregoing agreement of the Stockholders and the Representative is subject, however, to the
following:




     (a) The Representative (or such other broker dealer(s) to whom the Representative may
assign the order from time to time) agrees to fill such orders in such amounts and at such
times as the Representative may determine, in its sole discretion, provided, however, that
the initial 50,000 Warrants shall be purchased for the account of the Stockholders, the
next 50,000 Warrants shall be purchased for the account of the Representative, or its
designee in the event that the Representative is precluded at the time from lawfully doing
so, and alternating in 50,000 Warrant increments during such 20 trading day period until
each of the Representative’s Maximum Warrant Purchase and the Stockholders’ Maximum



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Warrant Purchase, respectively, are fulfilled; provided, however, nothing contained
herein shall require the Stockholders to fulfill the purchase obligation of the
Representative in the event that the Representative is unable to purchase any of the
Warrants subject to the Representative’s Maximum Warrant Purchase;




     (b) The Representative further agrees that neither it nor any broker dealer(s) to
whom the Representative may assign any such order from time to time will charge the
Stockholders any fees and/or commissions with respect to such purchase(s); and




     (c) The Stockholders may notify the Representative that all or part of the
Stockholders’ Maximum Warrant Purchase will be made by another person or entity introduced
to the Representatives by the Stockholders (a “Designee”), who (or which) has an account
with the Representative, and, in such event, the Representative will make such purchase on
behalf of said Designee; provided, however, the Stockholders hereby agree to make immediate
payment of the purchase price of any such purchase by their Designee in the event that
their Designee fails to make such payment, provided that the Warrants thereupon purchased
on behalf of the Designee are transferred as soon as practicable thereafter to the account
of the Stockholders.



     As of the date hereof, the Stockholders each represent and warrant that he is not aware of any
material nonpublic information concerning the Company or any securities of the Company and is
entering into this agreement in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1. The Stockholders agree that, while this agreement is in effect, the
Stockholders shall each comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against
entering into or altering a corresponding or hedging transaction or position with respect to the
Company’s securities. The Stockholders further each agree that he shall not, directly or indirect,
communicate any material nonpublic information relating to the Company or the Company’s securities
to any employee of the Representative. The Stockholders do not have, and shall not attempt to
exercise, any influence over how, when or whether to effect purchases of Warrants pursuant to this
Agreement.



     The Stockholders and the Representative each agree that he or it, as the case may be, shall
not sell or transfer the Warrants acquired pursuant to this agreement until the earlier of the
consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar
business combination and acknowledges that the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	  	
 	 
	 	 	Gary A. Simanson 	 
	 	 	 	 
	 
	 	  	
 	 
	 	 	David Zalman 	 
	 	 	 	 
	 



	 	 	 	 	 
	AGREED:

 

I-Bankers Securities Incorporated

 	 	 
	By:  	 	 	 
	 	Shelley Gluck, Chief Financial Officer 	 
	 	 	 	 
	 




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