REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 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”).
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,...Columbus Acquisition Corp • February 13th, 2007 • 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.
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • February 13th, 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 • February 13th, 2007 • Columbus Acquisition Corp • Blank checks • New York
This Agreement is made as of ___________, 2007 by and between Columbus Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
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”).
COLUMBUS ACQUISITION CORP.Columbus Acquisition Corp • February 13th, 2007 • Blank checks
WARRANTColumbus Acquisition Corp • February 13th, 2007 • 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
