Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

     

    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”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding shares of Common
      Stock of the Company;

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of shares of Common
      Stock held by them;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1.  DEFINITIONS.
      The following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Form
      S-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Insider Warrants”
 mean the warrants being purchased
        privately by Columbus Acquisition Holdings LLC simultaneously with
        the consummation of the Company's initial public offering.

     

    “Investor”
is
      defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    “Maximum
      Number of Shares”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Register,”
      “Registered”
      and
“Registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
mean (i)
      all of the shares of Common Stock owned or held by Investors and (ii) all of the Insider Warrants (and underlying shares of Common Stock). Registrable
      Securities include any warrants, shares of capital stock or other securities
      of
      the Company issued as a dividend or other distribution with respect to or in
      exchange for or in replacement of such shares of Common Stock. As to any
      particular Registrable Securities, such securities shall cease to be Registrable
      Securities when: (a) a Registration Statement with respect to the sale of such
      securities shall have become effective under the Securities Act and such
      securities shall have been sold, transferred, disposed of or exchanged in
      accordance with such Registration Statement; (b) such securities shall have
      been
      otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d)
      the Securities and Exchange Commission makes a definitive determination to
      the
      Company that the Registrable Securities are salable under Rule
      144(k).

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or their successors, or any registration statement
      covering only securities proposed to be issued in exchange for securities or
      assets of another entity).

     

    “Release
      Date”
means
      the date on which shares of Common Stock are disbursed from escrow pursuant
      to
      Section 3 of that certain Stock Escrow Agreement dated as of _______________,
      2007 by and among the parties hereto and Continental Stock Transfer & Trust
      Company.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    2.  REGISTRATION
      RIGHTS.

     

    2.1  Demand
      Registration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.1.1.  Request
      for Registration. At any time and from time to time on or after a date that
      is (i) after the Company consummates a business combination with respect
        to the Insider Warrants (or underlying shares of Common Stock) or (ii) three months prior
        to the Release Date with respect to all Registrable Securities
        (to the extent not previously registered by the Company pursuant to the preceeding subclause (i)),
        the holders of a majority-in-interest
      of such Insider Warrants (or underlying shares of Common Stock) or other Registrable Securities, as the case may be,
        held by the Investors or the transferees of the
      Investors, may make a written demand for registration under the Securities
      Act
      of all or part of their Insider Warrants (or underlying shares of Common Stock) or other
        Registrable Securities (a “Demand
      Registration”). Any demand for a Demand Registration shall specify
      the number of shares of Registrable Securities proposed to be sold and the
      intended method(s) of distribution thereof. The Company will notify all holders
      of Registrable Securities of the demand, and each holder of Registrable
      Securities who wishes to include all or a portion of such holder’s Registrable
      Securities in the Demand Registration (each such holder including shares of
      Registrable Securities in such registration, a “Demanding
      Holder”) shall so notify the Company within fifteen (15) days after
      the receipt by the holder of the notice from the Company. Upon any such request,
      the Demanding Holders shall be entitled to have their Registrable Securities
      included in the Demand Registration, subject to Section 2.1.4 and the provisos
      set forth in Section 3.1.1. The Company shall not be obligated to effect more
      than an aggregate of two (2) Demand Registrations under this Section 2.1.1
      in
      respect of Registrable Securities.

     

    2.1.2.  Effective
      Registration. A registration will not count as a Demand Registration until
      the Registration Statement filed with the Commission with respect to such Demand
      Registration has been declared effective and the Company has complied with
      all
      of its obligations under this Agreement with respect thereto; provided, however,
      that if, after such Registration Statement has been declared effective, the
      offering of Registrable Securities pursuant to a Demand Registration is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, or is otherwise withdrawn, the Registration
      Statement with respect to such Demand Registration will be deemed not to have
      been declared effective, unless and until, (i) such stop order or injunction
      is
      removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
      of
      the Demanding Holders thereafter elect to continue the offering; provided,
      further, that the Company shall not be obligated to file a second Registration
      Statement until a Registration Statement that has been filed is counted as
      a
      Demand Registration or is terminated.

     

    2.1.3.  Underwritten
      Offering. If a majority-in-interest of the Demanding Holders so elect and
      such holders so advise the Company as part of their written demand for a Demand
      Registration, the offering of such Registrable Securities pursuant to such
      Demand Registration shall be in the form of an underwritten offering. In such
      event, the right of any holder to include its Registrable Securities in such
      registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such underwriting by a majority-in-interest of the holders
      initiating the Demand Registration.

     

    2.1.4.  Reduction
      of Offering. If the managing Underwriter or Underwriters for a Demand
      Registration that is to be an underwritten offering advises the Company and
      the
      Demanding Holders in writing that the dollar amount or number of shares of
      Registrable Securities which the Demanding Holders desire to sell, taken
      together with all other shares of Common Stock or other securities which the
      Company desires to sell and the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights held by other stockholders of the Company who desire to
      sell, exceeds the maximum dollar amount or maximum number of shares that can
      be
      sold in such offering without adversely affecting the proposed offering price,
      the timing, the distribution method, or the probability of success of such
      offering (such maximum dollar amount or maximum number of shares, as applicable,
      the “Maximum Number of Shares”), then the Company shall
      include in such registration: (i) first, the Registrable Securities as to which
      Demand Registration has been requested by the Demanding Holders (pro rata in
      accordance with the number of shares that each such Person has requested be
      included in such registration, regardless of the number of shares held by each
      such Person (such proportion is referred to herein as "Pro
      Rata")) that can be sold without exceeding the Maximum Number of
      Shares; (ii) second, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clause (i), the shares of Common Stock or
      other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clauses (i) and (ii), the
      shares of Common Stock or other securities registrable pursuant to the terms
      of
      the Unit Purchase Option issued to Ladenburg Thalmann &Co. Inc. or its
      designees in connection with the Company’s initial public offering (the
“Unit Purchase Option” and such registrable securities,
      the "Option Securities") as to which "piggy-back"
      registration has been requested by the holders thereof, Pro Rata, that can
      be
      sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the
      extent that the Maximum Number of Shares have not been reached under the
      foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons and
      that
      can be sold without exceeding the Maximum Number of Shares.

     

    
      
         

      

      
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    2.1.5.  Withdrawal.
      If a majority-in-interest of the Demanding Holders disapprove of the terms
      of
      any underwriting or are not entitled to include all of their Registrable
      Securities in any offering, such majority-in-interest of the Demanding Holders
      may elect to withdraw from such offering by giving written notice to the Company
      and the Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraw from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 2.1.

     

    2.2  Piggy-Back
      Registration.

     

    2.2.1.  Piggy-Back
      Rights. If at any time on or after the Release Date the Company proposes to
      file a Registration Statement under the Securities Act with respect to an
      offering of equity securities, or securities or other obligations exercisable
      or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for stockholders of the Company for their account (or by the
      Company and by stockholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      stockholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing Underwriter or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such
      Registrable Securities to be included in such registration and shall use its
      best efforts to cause the managing Underwriter or Underwriters of a proposed
      underwritten offering to permit the Registrable Securities requested to be
      included in a Piggy-Back Registration on the same terms and conditions as any
      similar securities of the Company and to permit the sale or other disposition
      of
      such Registrable Securities in accordance with the intended method(s) of
      distribution thereof. All holders of Registrable Securities proposing to
      distribute their securities through a Piggy-Back Registration that involves
      an
      Underwriter or Underwriters shall enter into an underwriting agreement in
      customary form with the Underwriter or Underwriters selected for such Piggy-Back
      Registration.

     

    
      
         

      

      
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    2.2.2.
      Reduction of Offering. If the managing Underwriter or Underwriters for a
      Piggy-Back Registration that is to be an underwritten offering advises the
      Company and the holders of Registrable Securities in writing that the dollar
      amount or number of shares of Common Stock which the Company desires to sell,
      taken together with shares of Common Stock, if any, as to which registration
      has
      been demanded pursuant to written contractual arrangements with persons other
      than the holders of Registrable Securities hereunder, the Registrable Securities
      as to which registration has been requested under this Section 2.2, and the
      shares of Common Stock, if any, as to which registration has been requested
      pursuant to the written contractual piggy-back registration rights of other
      stockholders of the Company, exceeds the Maximum Number of Shares, then the
      Company shall include in any such registration:

     

    a)  If
      the registration is undertaken for the Company’s account: (A) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock or other securities, if any, comprised
      of
      Registrable Securities and Option Securities, as to which registration has
      been
      requested pursuant to the applicable written contractual piggy-back registration
      rights of such security holders, Pro Rata, that can be sold without exceeding
      the Maximum Number of Shares; and (C) third, to the extent that the Maximum
      Number of shares has not been reached under the foregoing clauses (A) and (B),
      the shares of Common Stock or other securities for the account of other persons
      that the Company is obligated to register pursuant to written contractual
      piggy-back registration rights with such persons and that can be sold without
      exceeding the Maximum Number of Shares; 

     

    b)  If
      the registration is a “demand” registration undertaken at the demand of holders
      of Option Securities, (A) first, the shares of Common Stock or other securities
      for the account of the demanding persons, Pro Rata, that can be sold without
      exceeding the Maximum Number of Shares; (B) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (A),
      the shares of Common Stock or other securities that the Company desires to
      sell
      that can be sold without exceeding the Maximum Number of Shares; (C) third,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata,
      as to which registration has been requested pursuant to the terms hereof, that
      can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A), (B) and (C), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares; and

     

    
      
         

      

      
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    c)  
      If the registration is a “demand” registration undertaken at the demand of
      persons other than either the holders of Registrable Securities or of Option
      Securities, (A) first, the shares of Common Stock or other securities for the
      account of the demanding persons that can be sold without exceeding the Maximum
      Number of Shares; (B) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (A), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), collectively the shares of Common Stock or other securities comprised
      of Registrable Securities and Option Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof and of the Unit
      Purchase Option, as applicable, that can be sold without exceeding the Maximum
      Number of Shares; and (D) fourth, to the extent that the Maximum Number of
      Shares has not been reached under the foregoing clauses (A), (B) and (C), the
      shares of Common Stock or other securities for the account of other persons
      that
      the Company is obligated to register pursuant to written contractual
      arrangements with such persons, that can be sold without exceeding the Maximum
      Number of Shares.

     

    2.2.3.  Withdrawal.
      Any holder of Registrable Securities may elect to withdraw such holder’s request
      for inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the Registration Statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 3.3.

     

    
      
         

      

      
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    2.3  Registrations
      on Form S-3. The holders of Registrable Securities may at any time and from
      time to time, request in writing that the Company register the resale of any
      or
      all of such Registrable Securities on Form S-3 or any similar short-form
      registration which may be available at such time (“Form
      S-3”); provided, however, that the Company shall not be obligated
      to effect such request through an underwritten offering. Upon receipt of such
      written request, the Company will promptly give written notice of the proposed
      registration to all other holders of Registrable Securities, and, as soon as
      practicable thereafter, effect the registration of all or such portion of such
      holder’s or holders’ Registrable Securities as are specified in such request,
      together with all or such portion of the Registrable Securities or other
      securities of the Company, if any, of any other holder or holders joining in
      such request as are specified in a written request given within fifteen (15)
      days after receipt of such written notice from the Company; provided, however,
      that the Company shall not be obligated to effect any such registration pursuant
      to this Section 2.3: (i) if Form S-3 is not available for such offering; or
      (ii)
      if the holders of the Registrable Securities, together with the holders of
      any
      other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.3 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    3.  REGISTRATION
      PROCEDURES.

     

    3.1  Filings;
      Information. Whenever the Company is required to effect the registration of
      any Registrable Securities pursuant to Section 2, the Company shall use its
      best
      efforts to effect the registration and sale of such Registrable Securities
      in
      accordance with the intended method(s) of distribution thereof as expeditiously
      as practicable, and in connection with any such request:

     

    3.1.1.  Filing
      Registration Statement. The Company shall use its best efforts to, as
      expeditiously as possible and in any event within sixty (60) days after receipt
      of a request for a Demand Registration pursuant to Section 2.1, prepare and
      file
      with the Commission a Registration Statement on any form for which the Company
      then qualifies or which counsel for the Company shall deem appropriate and
      which
      form shall be available for the sale of all Registrable Securities to be
      registered thereunder in accordance with the intended method(s) of distribution
      thereof, and shall use its best efforts to cause such Registration Statement
      to
      become effective and use its best efforts to keep it effective for the period
      required by Section 3.1.3; provided, however, that the Company shall have the
      right to defer any Demand Registration for up to thirty (30) days, and any
      Piggy-Back Registration for such period as may be applicable to deferment of
      any
      demand registration to which such Piggy-Back Registration relates, in each
      case
      if the Company shall furnish to the holders a certificate signed by the Chief
      Executive Officer of the Company stating that, in the good faith judgment of
      the
      Board of Directors of the Company, it would be materially detrimental to the
      Company and its stockholders for such Registration Statement to be effected
      at
      such time; provided further, however, that the Company shall not have the right
      to exercise the right set forth in the immediately preceding proviso more than
      once in any 365-day period in respect of a Demand Registration
      hereunder.

     

    3.1.2.  Copies.
      The Company shall, prior to filing a Registration Statement or prospectus,
      or
      any amendment or supplement thereto, furnish without charge to the holders
      of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    
      
         

      

      
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    3.1.3.  Amendments
      and Supplements. The Company shall prepare and file with the Commission such
      amendments, including post-effective amendments, and supplements to such
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement effective and in compliance with
      the provisions of the Securities Act until all Registrable Securities and other
      securities covered by such Registration Statement have been disposed of in
      accordance with the intended method(s) of distribution set forth in such
      Registration Statement (which period shall not exceed the sum of one hundred
      eighty (180) days plus any period during which any such disposition is
      interfered with by any stop order or injunction of the Commission or any
      governmental agency or court) or such securities have been
      withdrawn.

     

    3.1.4.  Notification.
      After the filing of a Registration Statement, the Company shall promptly, and
      in
      no event more than two (2) business days after such filing, notify the holders
      of Registrable Securities included in such Registration Statement of such
      filing, and shall further notify such holders promptly and confirm such advice
      in writing in all events within two (2) business days of the occurrence of
      any
      of the following: (i) when such Registration Statement becomes effective; (ii)
      when any post-effective amendment to such Registration Statement becomes
      effective; (iii) the issuance or threatened issuance by the Commission of any
      stop order (and the Company shall take all actions required to prevent the
      entry
      of such stop order or to remove it if entered); and (iv) any request by the
      Commission for any amendment or supplement to such Registration Statement or
      any
      prospectus relating thereto or for additional information or of the occurrence
      of an event requiring the preparation of a supplement or amendment to such
      prospectus so that, as thereafter delivered to the purchasers of the securities
      covered by such Registration Statement, such prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      and promptly make available to the holders of Registrable Securities included
      in
      such Registration Statement any such supplement or amendment; except that before
      filing with the Commission a Registration Statement or prospectus or any
      amendment or supplement thereto, including documents incorporated by reference,
      the Company shall furnish to the holders of Registrable Securities included
      in
      such Registration Statement and to the legal counsel for any such holders,
      copies of all such documents proposed to be filed sufficiently in advance of
      filing to provide such holders and legal counsel with a reasonable opportunity
      to review such documents and comment thereon, and the Company shall not file
      any
      Registration Statement or prospectus or amendment or supplement thereto,
      including documents incorporated by reference, to which such holders or their
      legal counsel shall object.

     

    3.1.5.  State
      Securities Laws Compliance. The Company shall use its best efforts to (i)
      register or qualify the Registrable Securities covered by the Registration
      Statement under such securities or “blue sky” laws of such jurisdictions in the
      United States as the holders of Registrable Securities included in such
      Registration Statement (in light of their intended plan of distribution) may
      request and (ii) take such action necessary to cause such Registrable Securities
      covered by the Registration Statement to be registered with or approved by
      such
      other Governmental Authorities as may be necessary by virtue of the business
      and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided, however, that the Company shall
      not
      be required to qualify generally to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this paragraph or subject
      itself to taxation in any such jurisdiction.

     

    
      
         

      

      
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    3.1.6.  Agreements
      for Disposition. The Company shall enter into customary agreements
      (including, if applicable, an underwriting agreement in customary form) and
      take
      such other actions as are reasonably required in order to expedite or facilitate
      the disposition of such Registrable Securities. The representations, warranties
      and covenants of the Company in any underwriting agreement which are made to
      or
      for the benefit of any Underwriters, to the extent applicable, shall also be
      made to and for the benefit of the holders of Registrable Securities included
      in
      such registration statement. No holder of Registrable Securities included in
      such registration statement shall be required to make any representations or
      warranties in the underwriting agreement except, if applicable, with respect
      to
      such holder’s organization, good standing, authority, title to Registrable
      Securities, lack of conflict of such sale with such holder’s material agreements
      and organizational documents, and with respect to written information relating
      to such holder that such holder has furnished in writing expressly for inclusion
      in such Registration Statement.

     

    3.1.7.  Cooperation.
      The principal executive officer of the Company, the principal financial officer
      of the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8.  Records.
      The Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.1.9.  Opinions
      and Comfort Letters. The Company shall furnish to each holder of Registrable
      Securities included in any Registration Statement a signed counterpart,
      addressed to such holder, of (i) any opinion of counsel to the Company delivered
      to any Underwriter and (ii) any comfort letter from the Company’s independent
      public accountants delivered to any Underwriter. In the event no legal opinion
      is delivered to any Underwriter, the Company shall furnish to each holder of
      Registrable Securities included in such Registration Statement, at any time
      that
      such holder elects to use a prospectus, an opinion of counsel to the Company
      to
      the effect that the Registration Statement containing such prospectus has been
      declared effective and that no stop order is in effect.

     

    
      
         

      

      
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    3.1.10.  Earnings
      Statement. The Company shall comply with all applicable rules and
      regulations of the Commission and the Securities Act, and make available to
      its
      stockholders, as soon as practicable, an earnings statement covering a period
      of
      twelve (12) months, beginning within three (3) months after the effective date
      of the registration statement, which earnings statement shall satisfy the
      provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11.  Listing.
      The Company shall use its best efforts to cause all Registrable Securities
      included in any registration to be listed on such exchanges or otherwise
      designated for trading in the same manner as similar securities issued by the
      Company are then listed or designated or, if no such similar securities are
      then
      listed or designated, in a manner satisfactory to the holders of a majority
      of
      the Registrable Securities included in such registration.

     

    3.2  Obligation
      to Suspend Distribution. Upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3.1.4(iv), or, in the
      case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon
      any suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by Section
      3.1.4(iv) or the restriction on the ability of “insiders” to transact in the
      Company’s securities is removed, as applicable, and, if so directed by the
      Company, each such holder will deliver to the Company all copies, other than
      permanent file copies then in such holder’s possession, of the most recent
      prospectus covering such Registrable Securities at the time of receipt of such
      notice.

     

    3.3  Registration
      Expenses. The Company shall bear all costs and expenses incurred in
      connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
      Registration pursuant to Section 2.2, and any registration on Form S-3 effected
      pursuant to Section 2.3, and all expenses incurred in performing or complying
      with its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all registration
      and filing fees; (ii) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (iii) printing expenses;
      (iv)
      the Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
      of
      any special experts retained by the Company in connection with such registration
      and (ix) the fees and expenses of one legal counsel selected by the holders
      of a
      majority-in-interest of the Registrable Securities included in such
      registration. The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne by such holders. Additionally, in an underwritten
      offering, all selling stockholders and the Company shall bear the expenses
      of
      the underwriter pro rata in proportion to the respective amount of shares each
      is selling in such offering.

     

    
      
         

      

      
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    3.4  Information.
      The holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws.

     

    4.  INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1  Indemnification
      by the Company. The Company agrees to indemnify and hold harmless each
      Investor and each other holder of Registrable Securities, and each of their
      respective officers, employees, affiliates, directors, partners, members,
      attorneys and agents, and each person, if any, who controls an Investor and
      each
      other holder of Registrable Securities (within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”), from and against any expenses, losses,
      judgments, claims, damages or liabilities, whether joint or several, arising
      out
      of or based upon any untrue statement (or allegedly untrue statement) of a
      material fact contained in any Registration Statement under which the sale
      of
      such Registrable Securities was registered under the Securities Act, any
      preliminary prospectus, final prospectus or summary prospectus contained in
      the
      Registration Statement, or any amendment or supplement to such Registration
      Statement, or arising out of or based upon any omission (or alleged omission)
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading, or any violation by the Company of the
      Securities Act or any rule or regulation promulgated thereunder applicable
      to
      the Company and relating to action or inaction required of the Company in
      connection with any such registration; and the Company shall promptly reimburse
      the Investor Indemnified Party for any legal and any other expenses reasonably
      incurred by such Investor Indemnified Party in connection with investigating
      and
      defending any such expense, loss, judgment, claim, damage, liability or action;
      provided, however, that the Company will not be liable in any such case to
      the
      extent that any such expense, loss, claim, damage or liability arises out of
      or
      is based upon any untrue statement or allegedly untrue statement or omission
      or
      alleged omission made in such Registration Statement, preliminary prospectus,
      final prospectus, or summary prospectus, or any such amendment or supplement,
      in
      reliance upon and in conformity with information furnished to the Company,
      in
      writing, by such selling holder expressly for use therein. The Company also
      shall indemnify any Underwriter of the Registrable Securities, their officers,
      affiliates, directors, partners, members and agents and each person who controls
      such Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

     

    
      
         

      

      
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    4.2  Indemnification
      by Holders of Registrable Securities. Each selling holder of Registrable
      Securities will, in the event that any registration is being effected under
      the
      Securities Act pursuant to this Agreement of any Registrable Securities held
      by
      such selling holder, indemnify and hold harmless the Company, each of its
      directors and officers and each underwriter (if any), and each other selling
      holder and each other person, if any, who controls another selling holder or
      such underwriter within the meaning of the Securities Act, against any losses,
      claims, judgments, damages or liabilities, whether joint or several, insofar
      as
      such losses, claims, judgments, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or allegedly untrue
      statement of a material fact contained in any Registration Statement under
      which
      the sale of such Registrable Securities was registered under the Securities
      Act,
      any preliminary prospectus, final prospectus or summary prospectus contained
      in
      the Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein, and shall reimburse
      the Company, its directors and officers, and each other selling holder or
      controlling person for any legal or other expenses reasonably incurred by any
      of
      them in connection with investigation or defending any such loss, claim, damage,
      liability or action. Each selling holder’s indemnification obligations hereunder
      shall be several and not joint and shall be limited to the amount of any net
      proceeds actually received by such selling holder.

     

    4.3  Conduct
      of Indemnification Proceedings. Promptly after receipt by any person of any
      notice of any loss, claim, damage or liability or any action in respect of
      which
      indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
“Indemnified Party”) shall, if a claim in respect
      thereof is to be made against any other person for indemnification hereunder,
      notify such other person (the “Indemnifying Party”) in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however, that the failure by the Indemnified Party to notify the Indemnifying
      Party shall not relieve the Indemnifying Party from any liability which the
      Indemnifying Party may have to such Indemnified Party hereunder, except and
      solely to the extent the Indemnifying Party is actually prejudiced by such
      failure. If the Indemnified Party is seeking indemnification with respect to
      any
      claim or action brought against the Indemnified Party, then the Indemnifying
      Party shall be entitled to participate in such claim or action, and, to the
      extent that it wishes, jointly with all other Indemnifying Parties, to assume
      control of the defense thereof with counsel satisfactory to the Indemnified
      Party. After notice from the Indemnifying Party to the Indemnified Party of
      its
      election to assume control of the defense of such claim or action, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense thereof other than reasonable costs of investigation; provided,
      however, that in any action in which both the Indemnified Party and the
      Indemnifying Party are named as defendants, the Indemnified Party shall have
      the
      right to employ separate counsel (but no more than one such separate counsel)
      to
      represent the Indemnified Party and its controlling persons who may be subject
      to liability arising out of any claim in respect of which indemnity may be
      sought by the Indemnified Party against the Indemnifying Party, with the fees
      and expenses of such counsel to be paid by such Indemnifying Party if, based
      upon the written opinion of counsel of such Indemnified Party, representation
      of
      both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, consent to entry of judgment
      or effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
         

      

      
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    4.4  Contribution.

     

    4.4.1.  If
      the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2.  The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding Section

     

    4.4.3.  The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall be
      required to contribute any amount in excess of the dollar amount of the net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

     

    5.  UNDERWRITING
      AND DISTRIBUTION.

     

    5.1  Rule
      144. The Company covenants that it shall file any reports required to be
      filed by it under the Securities Act and the Exchange Act and shall take such
      further action as the holders of Registrable Securities may reasonably request,
      all to the extent required from time to time to enable such holders to sell
      Registrable Securities without registration under the Securities Act within
      the
      limitation of the exemptions provided by Rule 144 under the Securities Act,
      as
      such Rules may be amended from time to time, or any similar Rule or regulation
      hereafter adopted by the Commission.

     

    
      
         

      

      
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    6.  MISCELLANEOUS.

     

    6.1  Other
      Registration Rights. Except with respect to those securities issued or
      issuable upon exercise of that certain Unit Purchase Option to be issued to
      Ladenburg Thalmann & Co. Inc. or its designees in connection with the
      Company’s initial public offering in _______ 2007, the Company represents and
      warrants that no person, other than a holder of the Registrable Securities,
      has
      any right to require the Company to register any shares of the Company’s capital
      stock for sale or to include shares of the Company’s capital stock in any
      registration filed by the Company for the sale of shares of capital stock for
      its own account or for the account of any other person.

     

    6.2  Assignment;
      No Third Party Beneficiaries. This Agreement and the rights, duties and
      obligations of the Company hereunder may not be assigned or delegated by the
      Company in whole or in part. This Agreement and the rights, duties and
      obligations of the holders of Registrable Securities hereunder may be freely
      assigned or delegated by such holder of Registrable Securities in conjunction
      with and to the extent of any transfer of Registrable Securities by any such
      holder. This Agreement and the provisions hereof shall be binding upon and
      shall
      inure to the benefit of each of the parties, to Ladenburg Thalmann & Co.
      Inc. and its successors and the permitted assigns of the Investor or holder
      of
      Registrable Securities or of any assignee of the Investor or holder of
      Registrable Securities. This Agreement is not intended to confer any rights
      or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2.

     

    6.3  Notices.
      All notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”) required or permitted to be
      given hereunder or which are given with respect to this Agreement shall be
      in
      writing and shall be personally served, delivered by reputable air courier
      service with charges prepaid, or transmitted by hand delivery, telegram, telex
      or facsimile, addressed as set forth below, or to such other address as such
      party shall have specified most recently by written notice. Notice shall be
      deemed given on the date of service or transmission if personally served or
      transmitted by telegram, telex or facsimile; provided, that if such service
      or
      transmission is not on a business day or is after normal business hours, then
      such notice shall be deemed given on the next business day. Notice otherwise
      sent as provided herein shall be deemed given on the next business day following
      timely delivery of such notice to a reputable air courier service with an order
      for next-day delivery.

     

    To
      the
      Company:

    


    with
      a
      copy to:

    


     

    To
      an
      Investor, to:

    


     

    
      
         

      

      
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    6.4  Severability.
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof. Furthermore, in
      lieu
      of any such invalid or unenforceable term or provision, the parties hereto
      intend that there shall be added as a part of this Agreement a provision as
      similar in terms to such invalid or unenforceable provision as may be possible
      that is valid and enforceable.

     

    6.5  Counterparts.
      This Agreement may be executed in multiple counterparts, each of which shall
      be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.6  Entire
      Agreement. This Agreement (including all agreements entered into pursuant
      hereto and all certificates and instruments delivered pursuant hereto and
      thereto) constitute the entire agreement of the parties with respect to the
      subject matter hereof and supersede all prior and contemporaneous agreements,
      representations, understandings, negotiations and discussions between the
      parties, whether oral or written.

     

    6.7  Modifications
      and Amendments. No amendment, modification or termination of this Agreement
      shall be binding upon any party unless executed in writing by such party.
      Notwithstanding the foregoing, any and all parties must obtain the written
      consent of Ladenburg Thalmann & Co. Inc. to amend or modify this
      Agreement.

     

    6.8  Titles
      and Headings. Titles and headings of sections of this Agreement are for
      convenience only and shall not affect the construction of any provision of
      this
      Agreement.

     

    6.9  Waivers
      and Extensions. Any party to this Agreement may waive any right, breach or
      default which such party has the right to waive, provided that such waiver
      will
      not be effective against the waiving party unless it is in writing, is signed
      by
      such party, and specifically refers to this Agreement. Waivers may be made
      in
      advance or after the right waived has arisen or the breach or default waived
      has
      occurred. Any waiver may be conditional. No waiver of any breach of any
      agreement or provision herein contained shall be deemed a waiver of any
      preceding or succeeding breach thereof nor of any other agreement or provision
      herein contained. No waiver or extension of time for performance of any
      obligations or acts shall be deemed a waiver or extension of the time for
      performance of any other obligations or acts.

     

    6.10  Remedies
      Cumulative. In the event that the Company fails to observe or perform any
      covenant or agreement to be observed or performed under this Agreement, the
      Investor or any other holder of Registrable Securities may proceed to protect
      and enforce its rights by suit in equity or action at law, whether for specific
      performance of any term contained in this Agreement or for an injunction against
      the breach of any such term or in aid of the exercise of any power granted
      in
      this Agreement or to enforce any other legal or equitable right, or to take
      any
      one or more of such actions, without being required to post a bond. None of
      the
      rights, powers or remedies conferred under this Agreement shall be mutually
      exclusive, and each such right, power or remedy shall be cumulative and in
      addition to any other right, power or remedy, whether conferred by this
      Agreement or now or hereafter available at law, in equity, by statute or
      otherwise.

     

    
      
         

      

      
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    6.11  Governing
      Law. This Agreement shall be governed by, interpreted under, and construed
      in accordance with the internal laws of the State of New York applicable to
      agreements made and to be performed within the State of New York, without giving
      effect to any choice-of-law provisions thereof that would compel the application
      of the substantive laws of any other jurisdiction.

     

    6.12  Waiver
      of Trial by Jury. Each party hereby irrevocably and unconditionally waives
      the right to a trial by jury in any action, suit, counterclaim or other
      proceeding (whether based on contract, tort or otherwise) arising out of,
      connected with or relating to this Agreement, the transactions contemplated
      hereby, or the actions of the Investor in the negotiation, administration,
      performance or enforcement hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    


    
      	 	
              COLUMBUS
                ACQUISITION CORP.

            
	 	 
	 	 
	 	 
	 	 
	 	
              By:
                

            
	 	 
	 	
              INITIAL
                STOCKHOLDERS:

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    


    
      
         

      

      
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