____________, 2007
Ladenburg Xxxxxxxx & Co. Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Renaissance Acquisition Corp.
-----------------------------
Gentlemen:
This letter will confirm the agreement of the undersigned to
purchase shares of common stock ("Common Stock") of Renaissance Acquisition
Corp. ("Company") upon the terms and conditions set forth herein. This letter is
intended to constitute a "written plan for trading securities" within the
meaning of Rule l0b5-1 promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act").
The undersigned agrees that this letter agreement (which may
be evidenced by original or facsimile counterpart signatures hereto) constitutes
an irrevocable order for Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"), X.X. Xxxxx
& Co. or another independent broker/dealer mutually agreed upon by Ladenburg and
the undersigned (in any case, the "Broker") to purchase for the undersigned's
account during the period commencing ten business days after the Company files a
Current Report on Form 8-K ("Signing 8-K") announcing its execution of a
definitive agreement ("Definitive Agreement") for a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business ("Business Combination") and ending on the business day
immediately preceding the record date for the meeting of stockholders at which
such business combination is to be approved (such period is hereinafter referred
to as the "Purchase Period") up to $12,000,000 of shares of Common Stock
("Maximum Stock Purchase"). The undersigned further agrees that this letter
agreement constitutes an irrevocable limit order to satisfy the Maximum Stock
Purchase at prices not to exceed the per share amount held in the Company's
trust account as reported in the Signing 8-K. The undersigned shall deposit the
funds necessary to satisfy the Maximum Stock Purchase (including through the use
of margin) in an account designated by the Broker no later than the date the
Definitive Agreement is signed and agrees to provide to Ladenburg until such
time, on a monthly basis, statements confirming that the undersigned has
sufficient funds necessary to satisfy the Maximum Stock Purchase.
The Broker agrees to fill such order in such amounts and at
such times and prices, in accordance with the foregoing instructions, as it may
determine, in its sole discretion, during the Purchase Period, subject to the
limitations of Rule 10b-18 promulgated under the Exchange Act. All purchases
shall be executed in the Broker's normal fashion and pursuant to applicable
regulation by the SEC and NASD. The Broker further agrees that it will not
charge the undersigned any fees and/or commissions with respect to such purchase
obligation.
The undersigned agrees that he shall not sell or transfer any
shares of Common Stock purchased hereunder until one year after the Company
consummates a Business Combination.
The undersigned understands that he shall be responsible to
arrange for any filings that may be required under applicable law (e.g.,
Schedule 13D, and Forms 4 and 5). Accordingly, the Broker will provide copies of
confirmations of transactions pursuant to this letter within 24 hours of each
transaction to the undersigned and any other designated person to facilitate the
undersigned's reporting obligations under applicable law.
The undersigned represents and warrants that (i) the
undersigned is not presently aware of any material nonpublic information
regarding the Company or its securities, and (ii) the undersigned is currently
able to enter into this letter agreement. The undersigned covenants that the
undersigned will not discuss or otherwise disclose material nonpublic
information to the Broker or its personnel responsible for carrying out this
purchase obligation during the Purchase Period.
The undersigned may notify the Broker that all or part of the
Maximum Stock Purchase will be made by an affiliate or affiliates of the
undersigned (or other persons or entities
introduced to the Broker by the undersigned (a "Designee(s)")) who (or which)
will have an account at the Broker and, in such event, the Broker will make such
purchase on behalf of said affiliate(s) or Designee(s); provided, however, that
the undersigned hereby agrees to make payment of the purchase price of such
purchase in the event that the affiliate(s) or Designee(s) fail to make such
payment.
The Company is unaware, without any inquiry or responsibility
to make any inquiry, of any other legal, contractual or regulatory restrictions
applicable to the undersigned as of the date of hereof that would prohibit the
undersigned from entering into this letter or making any purchase pursuant to
the instructions provided herein.
This letter agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. This letter
agreement may be executed in one or more original or facsimile counterparts, and
by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other
parties hereto.
Very truly yours,
-----------------------------------
Xxxxx X. Xxxxxxxxx
ACKNOWLEDGED AND AGREED:
Renaissance Acquisition Corp.
By:____________________________
Ladenburg Xxxxxxxx & Co. Inc.
By:____________________________
X.X. Xxxxx & Co.
By:____________________________
