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The following is an excerpt from a S-1/A SEC Filing, filed by COLUMBUS ACQUISITION CORP on 5/18/2007.
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COLUMBUS ACQUISITION CORP - S-1/A - 20070518 - CERTAIN_TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Five of our six executive officers and one of our directors are affiliated with Columbus Nova, a private investment firm that manages approximately $2.0 billion of investor capital (consisting of approximately $500 million of net assets, and $1.5 billion of collateralized debt obligations). Columbus Nova is the U.S.-based affiliate of the Renova Group of companies, one of the largest Russian strategic investors in the metallurgical, oil, machine engineering, mining, chemical, construction, housing and utilities and financial sectors, with net assets of approximately $9 billion as of December 31, 2005. There can be no guarantee that Columbus Nova will continue as an affiliate of Renova Group of companies. This may impact our ability to consummate a transaction. The Chairman of the Board of the Renova Group of companies is Victor Vekselberg, a prominent Russian industrialist. Andrew Intrater, our Chairman of the Board and Chief Executive Officer, is the Chief Executive Officer of Columbus Nova. Andrew Intrater is the brother of Jonathan Intrater, a Managing Director of Ladenburg Thalmann & Co. Inc., which is acting as a co-manager in connection with this offering. Andrew Intrater and Jonathan Intrater are cousins of Victor Vekselberg.

In August 2006, we issued 3,125,000 shares of our common stock to Columbus Holdings Acquisition LLC for an aggregate of $25,000 in cash, at a purchase price of approximately $0.008 per share. Andrew Intrater, our Chairman and Chief Executive Officer, controls Columbus Acquisition Holdings LLC in his capacity as its sole managing member. Mr. Intrater, Jason Epstein, Paul F. Lipari, Michael Sloan and Louis Ferrante, each of whom is a member of our management team, as well as Jay M. Haft, are each members of Columbus Acquisition Holdings LLC, and own approximately 36.2%, 16.25%, 16.25%, 10.45%, 5.80%, 11.61%, and 3.48% respectively, of the membership interests of Columbus Acquisition Holdings LLC. Columbus Holdings Acquisition LLC subsequently transferred 30,000 of these shares to each of Barry J. Rourke, Eric Zachs, Rolf Zimmermann and Jason Lustig, members of our board of directors, for $0.008 per share (for a purchase price of $240 each) and 312,500 of these shares to Michael W. Ernestus, our Executive Director and President (for a purchase price of $2,500). As of the date of this prospectus, Columbus Holdings Acquisition LLC, Messrs. Rourke, Zachs, Zimmermann, Lustig and Ernestus own 2,692,500, 30,000, 30,000, 30,000, 30,000 and 312,500 shares of our common stock, respectively.

If the underwriter determines the size of the offering should be increased or decreased, a stock dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our existing stockholders’ ownership at a percentage of the number of shares to be sold in this offering.

Columbus Acquisition Holdings LLC has also committed, pursuant to a written subscription agreement with us and Lazard Capital Markets LLC, to invest $3,650,000 in us by acquiring warrants to purchase 3,650,000 shares of our common stock at a price of $1.00 per warrant. There are no third party beneficiaries to this agreement. This purchase will take place on a private placement basis simultaneously with the consummation of this offering. The purchase price for the insider warrants will be delivered to LeBoeuf, Lamb, Greene & MacRae LLP, our counsel in connection with this offering, who will also be acting solely as escrow agent in connection with the private sale of insider warrants, at least 24 hours prior to the date of this prospectus to hold in a non-interest bearing account until we consummate this offering. Simultaneously with the consummation of the offering, LeBoeuf, Lamb, Greene & MacRae LLP will deposit the purchase price into the trust fund. The insider warrants will be identical to the warrants underlying the units being offered by this prospectus except that if we call the warrants for redemption, the insider warrants will be exercisable on a cashless basis so long as such warrants are held by the purchasers or their affiliates. Columbus Acquisition Holdings LLC has agreed that the insider warrants will not be sold or transferred by it until 90 days after we have completed a business combination. Accordingly, the insider warrants will be placed in escrow and will not be released until 90 days after the completion of a business combination. Lazard Capital Markets LLC has no intention of waiving these restrictions.

The holders of the initial shares issued and outstanding on the date of this prospectus, as well as the holders of the insider warrants (and underlying securities), will be entitled to registration rights pursuant to an agreement to be



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signed prior to or on the effective date of this offering. The holders of the majority of these securities are entitled to make up to two demands that we register such securities. As the initial shares will be released from escrow one year after the consummation of a business combination, our existing stockholders can make a demand for registration of the resale of their initial shares at any time commencing nine months after the consummation of a business combination. The holders of a majority of the insider warrants (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain ‘‘piggy-back’’ registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Renova U.S. Management LLC has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us a small amount of office space and certain office and secretarial services, as we may require from time to time. We have agreed to pay $7,500 per month for these services. Renova U.S. Management LLC is a limited liability company controlled by Andrew Intrater, our Chairman and Chief Executive Officer. Mr. Intrater owns 63.4%, Jason Epstein and Michael Sloan, our Senior Vice Presidents, each own 7.3% and Jay M. Haft owns 22% of the membership interests of Renova U.S. Management LLC. Mr. Intrater is the chief executive officer of Renova U.S. Management LLC and, as a result, will benefit from the transaction to the extent of his interest in Renova U.S. Management LLC. However, this arrangement is solely for our benefit and is not intended to provide Mr. Intrater compensation in lieu of a salary. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by Renova U.S. Management LLC is at least as favorable as we could have obtained from an unaffiliated person. However, as our directors may not be deemed “independent,” we did not have the benefit of disinterested directors approving this transaction.

As of the date of this prospectus, Columbus Acquisition Holdings LLC, our principal initial stockholder that is an entity controlled by certain members of our management team, has advanced to us an aggregate of $143,000 to cover expenses related to this offering. The loan will be payable without interest on the earlier of June 30, 2007 or the consummation of this offering. We intend to repay this loan from the proceeds of this offering not being placed in trust.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. Our audit committee will review and approve all expense reimbursements made to members of our management team and any expense reimbursements payable to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval. There is no limit on the total amount of out-of-pocket expenses reimbursable by us, provided that members of our management team will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount held outside of the trust account and interest income of up to $1,750,000 on the trust account balance that may be released to us to fund our expenses relating to investigating and selecting a target business and other working capital requirements, unless a business combination is consummated. Additionally, there will be no review of the reasonableness of the expenses other than by our audit committee and, in some cases, by our board of directors as described above, or if such reimbursement is challenged, by a court of competent jurisdiction.

Other than the $7,500 per-month administrative fee and any reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our existing stockholders, officers or directors who owned our common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a majority of our disinterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.



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BROKERAGE PARTNERS