REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2007 • Columbus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _____, 2007, by and among Columbus 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”).
UNDERWRITING AGREEMENT between COLUMBUS ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: ____________, 2006Underwriting Agreement • November 22nd, 2006 • Columbus Acquisition Corp • New York
The undersigned, Columbus Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you,” “Ladenburg” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Ladenburg is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 13th, 2007 • Columbus Acquisition Corp • Blank checks • New York
Agreement made as of __________, 2007 between Columbus Acquisition Corp., a Delaware corporation, with offices at 153 East 53rd Street, 58th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • February 13th, 2007 • Columbus Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY COLUMBUS ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2012.
12,500,000 Units Columbus Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2007 • Columbus Acquisition Corp • Blank checks • New York
Columbus Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 12,500,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value (the “Common Stock”) and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 1,875,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • May 16th, 2007 • Columbus Acquisition Corp • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among COLUMBUS ACQUISITION CORP., a Delaware corporation (“Company”), COLUMBUS ACQUISITION HOLDINGS LLC, a Delaware limited liability company (“Insider Purchaser”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 2007 • Columbus Acquisition Corp • Blank checks • New York
This Agreement is made as of May __, 2007 by and between Columbus Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among COLUMBUS ACQUISITION CORP. IDE ACQUISITION, LLC INTEGRATED DRILLING EQUIPMENT COMPANY and FOR THE LIMITED PURPOSES OF SECTION 2.11, SECTION 5.11 AND ARTICLES VII AND IX HEREOF, STEPHEN D. COPE. Dated as of...Merger Agreement • December 15th, 2008 • Columbus Acquisition Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2008 (this “Agreement”) by and between Columbus Acquisition Corp., a Delaware corporation (“Parent”), IDE Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Integrated Drilling Equipment Company, a Delaware corporation (the “Company”) and for the limited purposes of Section 2.11, Section 5.11 and Articles VII and IX hereof, Stephen D. Cope.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 13th, 2007 • Columbus Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among COLUMBUS ACQUISITION CORP., a Delaware corporation (“Company”), COLUMBUS ACQUISITION HOLDINGS LLC, MICHAEL W. ERNESTUS, BARRY J. ROURKE, ERIC ZACHS, ROLF ZIMMERMANN and JASON LUSTIG (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 22nd, 2006 • Columbus Acquisition Corp • New York
COLUMBUS ACQUISITION CORP.Office Space and Administrative Services Agreement • February 13th, 2007 • Columbus Acquisition Corp • Blank checks
WARRANTWarrant Agreement • February 13th, 2007 • Columbus Acquisition Corp • Blank checks
is the registered holder of a Warrant or Warrants expiring _________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Columbus 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 Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) _________, 2008, 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, 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
Warrant Purchase AgreementWarrant Purchase Agreement • November 22nd, 2006 • Columbus Acquisition Corp
The undersigned hereby subscribes for and agrees to purchase 3,000,000 Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Columbus Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $3,000,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Ladenburg Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
