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:
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 • November 22nd, 2006 • 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 _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTColumbus Acquisition Corp • November 22nd, 2006 • New York
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.
