7,500,000 Units1 COMMUNITY BANKERS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___, 2005 by and between Community Bankers Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
I-BANKERS SECURITIES INCORPORATED 1560 East Southlake Boulevard, Suite 232 Southlake, TX 76092 SELECTED DEALERS AGREEMENTDealers Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • Delaware
STOCK ESCROW AGREEMENT, dated as of ___, 2005 (“Agreement”), by and among COMMUNITY BANKERS ACQUISITION CORP., a Delaware corporation (the “Company”), COMMUNITY BANKERS ACQUISITION, LLC, GARY A. SIMANSON, DAVID ZALMAN, THE EUGENE S. PUTNAM, JR. 2004 IRREVOCABLE TRUST, STEWART J. PAPERIN, KEITH WALZ, DAVID W. SPAINHOUR AND CAROLYN E. SPAINHOUR TRUSTEES OF THE SPAINHOUR FAMILY TRUST U/A DATED 8/22/97 (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___, 2005, by and among: Community Bankers Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
I-Bankers Securities Incorporated 1560 East Southlake Boulevard, Suite 232 Southlake, TX 76092 Re: Community Bankers Acquisition Corp. Gentlemen:Community Bankers Acquisition Corp. • August 1st, 2005 • Blank checks
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.
