WARRANT ESCROW AGREEMENT
WARRANT ESCROW AGREEMENT, dated as of _____________, 2006
("Agreement"), by and among RENAISSANCE ACQUISITION CORP., a Delaware
corporation ("Company"), RAC PARTNERS LLC, a Delaware limited liability company
("Insider Purchaser") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York
corporation ("Escrow Agent").
WHEREAS, the Company has received a binding commitment ("Subscription
Agreements") from the Insider Purchaser to purchase an aggregate of 2,833,333
warrants ("Insider Warrants").
WHEREAS, the Company has entered into an Underwriting Agreement, dated
__________, 2006 ("Underwriting Agreement"), with Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc.
("Ladenburg"), pursuant to which, among other matters, Ladenburg has agreed to
purchase 14,166,666 units ("Units") of the Company. Each Unit consists of one
share of the Company's common stock, par value $.0001 per share ("Common
Stock"), and two Warrants, each Warrant to purchase one share of Common Stock,
all as more fully described in the Company's final Prospectus, dated _________,
2006 ("Prospectus") comprising part of the Company's Registration Statement on
Form S-1 (File No. 333-_______) under the Securities Act of 1933, as amended
("Registration Statement"), declared effective on ________, 2006 ("Effective
Date").
WHEREAS, the Insider Purchaser has agreed as a condition of the sale
of the Units to deposit its Insider Warrants, as set forth opposite its name in
Exhibit A attached hereto (collectively "Escrow Warrants"), in escrow as
hereinafter provided.
WHEREAS, the Company and the Insider Purchaser desire that the Escrow
Agent accept the Escrow Warrants, in escrow, to be held and disbursed as
hereinafter provided.
IT IS AGREED:
1. Appointment of Escrow Agent. The Company and the Insider Purchaser
hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment and
agrees to act in accordance with and subject to such terms.
2. Deposit of Escrow Warrants. On or before the Effective Date, the Insider
Purchaser shall deliver to the Escrow Agent certificates representing its Escrow
Warrants, to be held and disbursed subject to the terms and conditions of this
Agreement. The Insider Purchaser acknowledges that the certificate representing
its Escrow Warrants is legended to reflect the deposit of such Escrow Warrants
under this Agreement.
3. Disbursement of the Escrow Warrants. The Escrow Agent shall hold the
Escrow Warrants until 30 days after the consummation of a Business Combination
(as such term is defined in the Registration Statement) ("Escrow Period"), on
which date it shall, upon written instructions from the Insider Purchaser,
disburse the Insider Purchaser's Escrow Warrants to the Insider Purchaser;
provided, however, that if the Escrow Agent is notified by the Company pursuant
to Section 6.7 hereof that the Company is being liquidated at any time during
the Escrow Period, then the Escrow Agent shall promptly destroy the certificates
representing the Escrow Warrants. The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the
Escrow Warrants in accordance with this Section 3.
4. Restrictions on Transfer of Escrow Warrants. During the Escrow Period,
no sale, transfer or other disposition may be made of any or all of the Escrow
Warrants except (i) upon the dissolution and liquidation of the Insider
Purchaser and the distribution of assets to its members; (ii) by gift to a
immediate family member of the Insider Purchaser's members or to a trust, the
beneficiary of which is a member of the Insider Purchaser or a member of the
immediate family of the Insider Purchaser's members, (iii) by virtue of the laws
of descent and distribution upon death of any member of the Insider Purchaser,
or (iv) pursuant to a qualified domestic relations order; provided, however,
that such permissive transfers may be implemented only upon the respective
transferee's written agreement to be bound by the terms and conditions of this
Agreement and of the Subscription Agreement signed by the Insider Purchaser.
5. Concerning the Escrow Agent.
5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto.
5.2 Indemnification. The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel fees
and disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Warrants held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of
the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall notify the other parties hereto in writing. In the event of
the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Warrants or it may deposit the
Escrow Warrants with the clerk of any appropriate court or it may retain the
Escrow Warrants pending receipt of a final, non-appealable order of a court
having jurisdiction over all of the parties hereto directing to whom and under
what circumstances the Escrow Warrants are to be disbursed and delivered. The
provisions of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation. The Escrow Agent shall be entitled to reasonable
compensation from the Company for all services rendered by it hereunder. The
Escrow Agent shall also be entitled to reimbursement from the Company for all
expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors' and agents' fees and
disbursements and all taxes or other governmental charges.
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5.4 Further Assurances. From time to time on and after the date
hereof, the Company and the Insider Purchaser shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
5.5 Resignation. The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided. Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor escrow agent appointed by the
Company, the Escrow Warrants held hereunder. If no new escrow agent is so
appointed within the 60 day period following the giving of such notice of
resignation, the Escrow Agent may deposit the Escrow Warrants with any court it
reasonably deems appropriate.
5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5.
5.7 Liability. Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.
6. Miscellaneous.
6.1 Governing Law. This 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.
6.2 Intentionally Omitted.
6.3 Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.
6.4 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation thereof.
6.5 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto and their legal representatives,
successors and assigns.
6.6 Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, or by private national courier service,
return receipt requested, postage prepaid,
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and shall be deemed given when so delivered personally or, if mailed, two days
after the date of mailing, as follows:
If to the Company, to:
Renaissance Acquisition Corp.
▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ______________________
If to the Insider Purchaser, to its address set forth in Exhibit A.
and if to the Escrow Agent, to:
Continental Stock Transfer & Trust Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Chairman
A copy of any notice sent hereunder shall be sent to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Esq.
and:
Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
and:
Dechert LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
The parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice to any such
change in the manner provided herein for giving notice.
6.7 Liquidation of the Company. The Company shall give the Escrow
Agent written notification of the liquidation and dissolution of the Company in
the event that the
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Company fails to consummate a Business Combination within the time period(s)
specified in the Prospectus.
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WITNESS the execution of this Agreement as of the date first above
written.
RENAISSANCE ACQUISITION CORP.
By:
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INSIDER PURCHASER:
RAC PARTNERS LLC
By:
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CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By:
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Name:
Title:
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EXHIBIT A
Name and Address of Number Date of
Insider Purchaser of Warrants Warrant Number Subscription Agreement
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RAC Partners LLC 2,833,333 1