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Columbus
Acquisition Corp.
590 Madison
Avenue
New York, New
York 10022
Ladenburg
Thalmann & Co. Inc.
153 East 53
rd Street, 49 th Floor
The undersigned
stockholder of Columbus Acquisition Corp. (“Company”),
in consideration of Ladenburg Thalmann & Co. Inc.
(“Ladenburg”) entering into a letter of intent
(“Letter of Intent”) to underwrite an initial public
offering of the securities of the Company (“IPO”) and
embarking on the IPO process, hereby agrees as follows (certain
capitalized terms used herein are defined in paragraph 13
hereof):
1.
If the Company solicits approval of
its stockholders of a Business Combination, the undersigned will
vote all Insider Shares owned by it in accordance with the majority
of the votes cast by the holders of the IPO Shares.
2.
In the event that the Company fails
to consummate a Business Combination within 24 months from the
effective date (“Effective Date”) of the registration
statement relating to the IPO, the undersigned will vote all
Insider Shares in favor of the Company’s decision to
liquidate. The undersigned and each member or controlling person
thereof (each, a “Control Person”) hereby waives any
and all right, title, interest or claim of any kind in or to any
distribution of the Trust Fund (as defined in the Letter of Intent)
and any remaining net assets of the Company as a result of such
liquidation with respect to all Insider Shares
(“Claim”) and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse
against the Trust Fund for any reason whatsoever.
3.
The undersigned acknowledges and
agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any
of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to
Ladenburg that the business combination is fair to the
Company’s stockholders from a financial
perspective.
4.
Neither the undersigned, any
Control Person, any member of the family of any member of the
undersigned, nor any affiliate (“Affiliate”) of the
undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to or in
connection with the consummation of the Business Combination;
provided that commencing on the Effective Date, Renova
U.S.
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