Warrant Purchase Agreement
As
of
November 20, 2006
To
the
Board of Directors of
Gentlemen:
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 Xxxxxxxx
& Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the
undersigned on a private placement basis and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP (“LLGM”) to
hold in a non-interest bearing account until the Corporation consummates the
IPO. Simultaneously with the consummation of the IPO, LLGM shall deposit the
Purchase Price, without interest or deduction, into the trust fund (“Trust
Fund”) established by the Corporation for the benefit of the Corporation’s
public stockholders as described in the Corporation’s Registration Statement,
pursuant to the terms of an Investment Management Trust Agreement to be entered
into between the Corporation and Continental Stock Transfer & Trust Company.
In the event that the IPO is not consummated within 14 days of the Purchase
Price being delivered to LLGM, LLGM shall return the Purchase Price to the
undersigned, without interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants have not been registered under the Securities Act; that it is acquiring
the Insider Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
until 30 days after the Corporation consummates a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business (“Business Combination”) and acknowledges that the Insider
Warrants will be held in escrow during such time period and the certificates
for
such Insider Warrants shall contain a legend indicating such restriction on
transferability.
The
Corproation hereby acknowledges and agrees that, in the event the Corporation
calls the Warrants for redemption pursuant to that certain Warrant Agreement
to
be entered into by the Corporation and Continental Stock Transfer & Trust
Company in connection with the Corporation’s IPO, the Corporation shall allow
the undersigned to exercise any Insider Warrants by surrendering such Warrants
for that number of shares of common stock of the Corporation, par value $.0001
per share ("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 exercise 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 trading day prior to the date on which
the notice of redemption is sent to holders of Warrants.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
Ladenburg.
Very truly yours, | ||
COLUMBUS
ACQUISITION HOLDINGS LLC
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By: | /s/ Xxxxxx Xxxxxxxx | |
Name:
Xxxxxx Xxxxxxxx
Title:
Manager
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Agreed to:
/s/ Xxxxxx Xxxxxxxx | |||
Name:
Xxxxxx Xxxxxxxx
Title:
Chief Executive Officer
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LEBOEUF,
LAMB, XXXXXX & XXXXXX LLP
/s/ Xxxxxx Xxxxx | |||
Name:
Xxxxxx Xxxxx
Title:
Partner
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LADENBURG
XXXXXXXX & CO. INC.
/s/ Xxxxxx Xxxxxx | |||
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
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