November 17, 2006
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, officer and director 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 16 hereof):
1.
If the Company solicits approval of
its stockholders of a Business Combination, the undersigned agrees
to cause Columbus Acquisition Holdings LLC (the “LLC”)
to 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 (i) cause the
Trust Fund (as defined in the Letter of Intent) to be liquidated
and distributed to the holders of IPO Shares and (ii) take all
reasonable actions within his power to cause the Company to
liquidate as soon as reasonably practicable. The undersigned hereby
waives any and all right, title, interest or claim of any kind in
or to any distribution of the Trust Fund and any remaining net
assets of the Company as a result of such liquidation with respect
to the Insider Shares beneficially owned by him
(“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. In the event of
the liquidation of the Trust Fund, the undersigned agrees to
indemnify and hold harmless the Company against any and all loss,
liability, claims, damage and expense whatsoever (including, but
not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by
any vendor or other person who is owed money by the Company for
services rendered or products sold or contracted for, or by any
target business, but only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the
amount in the Trust Fund.
3.
In order to minimize potential
conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Company or until such time as
the undersigned ceases to be an officer or director of the Company,
subject to any pre-existing fiduciary and contractual obligations
the undersigned might have.
4.
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.
5.
Neither the undersigned, any member
of the family 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. Management LLC (“Related Party”),
shall be allowed to charge the Company $7,500 per month,
representing an allocable share of Related Party’s overhead,
to compensate it for the Company’s use of Related
Party’s offices, utilities and personnel. The undersigned
shall also be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.
6.
Neither the undersigned, any member
of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any
member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.
7.
The undersigned will cause the LLC
to place in escrow all Insider Shares owned by it until one year
after the Company consummates a Business Combination, subject to
the terms of a Stock Escrow Agreement which the Company will
enter
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