BETWEENUnderwriting Agreement • May 24th, 2006 • Renaissance Acquisition Corp. • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2006, by and among Renaissance Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned parties...Registration Rights Agreement • January 4th, 2007 • Renaissance Acquisition Corp. • Blank checks • New York
BETWEENUnderwriting Agreement • September 19th, 2006 • Renaissance Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the ____ day of ______________, 2006, by and among Renaissance Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned...Registration Rights Agreement • May 24th, 2006 • Renaissance Acquisition Corp. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2006 by and between Renaissance Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration...Investment Management Trust Agreement • September 19th, 2006 • Renaissance Acquisition Corp. • Blank checks • Delaware
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2006 ("Agreement"), by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation ("Company"), ___________, ___________, _________ and ________ (collectively "Initial...Stock Escrow Agreement • May 24th, 2006 • Renaissance Acquisition Corp. • New York
WARRANT AGREEMENT Agreement made as of __________, 2006 between Renaissance Acquisition Corp., a Delaware corporation, with offices at 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • September 19th, 2006 • Renaissance Acquisition Corp. • Blank checks • New York
BETWEENUnderwriting Agreement • January 23rd, 2007 • Renaissance Acquisition Corp. • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2006 or such later date as we may advise on not less than one day's notice to you, at the office of Ladenburg Thalmann & Co. Inc., 153 East 53rd Street, 49th Floor, New...Selected Dealers Agreement • July 13th, 2006 • Renaissance Acquisition Corp. • Blank checks • New York
OFRenaissance Acquisition Corp. • September 19th, 2006 • Blank checks • New York
Amended and Restated Subscription AgreementSubscription Agreement • January 17th, 2007 • Renaissance Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 4,447,667 Warrants (Insider Warrants) at $0.45 per Insider Warrant, of Renaissance Acquisition Corp. (the Corporation) for an aggregate purchase price of $2,001,450.20 (Purchase Price). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporations initial public offering of securities (IPO) which is being underwritten by Ladenburg Thalmann & Co. Inc. (Ladenburg). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
WARRANTRenaissance Acquisition Corp. • May 24th, 2006
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Renaissance Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides that u
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...Warrant Escrow Agreement • May 24th, 2006 • Renaissance Acquisition Corp. • New York
WARRANT AGREEMENT Agreement made as of __________, 2006 between Renaissance Acquisition Corp., a Delaware corporation, with offices at 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • May 24th, 2006 • Renaissance Acquisition Corp. • New York
OFRenaissance Acquisition Corp. • May 24th, 2006 • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2008 • Renaissance Acquisition Corp. • Blank checks • New York
This Employment Agreement is made this 15 day of June 2007 by and between First Communications, Inc., a Delaware corporation (the "Parent"), First Communications, LLC, an Ohio limited liability company (the "Company"), and David Johnson, an individual residing at (the "Executive").
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • December 5th, 2008 • Renaissance Acquisition Corp. • Telephone communications (no radiotelephone) • Delaware
THIS IS A SECURITIES EXCHANGE AGREEMENT, dated as of September 13, 2008 (the “Agreement”), by and among Renaissance Acquisition Corp., a Delaware corporation (“Parent”), and the holders of T2 Warrants and T3 Warrants as set forth on Schedule 1 hereto (collectively, the “Holders”).
Subscription AgreementSubscription Agreement • January 17th, 2007 • Renaissance Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 109,500 Warrants (Insider Warrants)at $0.45 per Insider Warrant, of Renaissance Acquisition Corp. (the Corporation) for an aggregate purchase price of $49,275.00 (Purchase Price). The undersigned has assumed the obligation to purchase such Insider Warrants from RAC Partners LLC (RAC) in connection with the undersigneds withdrawal from RAC. The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporations initial public offering of securities (IPO) which is being underwritten by Ladenburg Thalmann & Co. Inc. (Ladenburg). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
AGREEMENT AND PLAN OF MERGER dated as of September 13, 2008 among RENAISSANCE ACQUISITION CORP., FCI MERGER SUB I, INC., FCI MERGER SUB II, LLC, FIRST COMMUNICATIONS, INC. and THE STOCKHOLDERS’ REPRESENTATIVE NAMED HEREINAgreement and Plan of Merger • September 18th, 2008 • Renaissance Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 13th day of September, 2008 by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation (“Parent”), FCI MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”), FCI MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”), FIRST COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of the Company (“Stockholders’ Representative”).
VOTING AGREEMENTVoting Agreement • October 20th, 2008 • Renaissance Acquisition Corp. • Blank checks • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of September 13, 2008, by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation (“Parent”), FCI MERGER SUB I, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub I”), FCI MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”) First Communications, Inc., a Delaware corporation (the “Company”) and the holders of at least 75% of the outstanding Company Common Stock (as defined below) entitled to vote for the delisting of the Company’s Common Stock from the Alternative Investment Market (“AIM”) as regulated by the London Stock Exchange (collectively, the “Majority Holders”). Such Majority Holders and their number of shares and percentage interests are listed on Exhibit A to this Agreement. All capitalized terms used but not defined herein shall have the meanings set f
Barry W. Florescue c/o Renaissance Acquisition Corp. 50 E. Sample Road, Suite 400 Pompano Beach, Florida 33064Renaissance Acquisition Corp. • October 20th, 2008 • Blank checks
RENAISSANCE ACQUISITION CORP. BMD Management Company, Inc. 50 E. Sample Road, Suite 400 Pompano Beach, Florida 33064 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration...Renaissance Acquisition Corp. • May 24th, 2006
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Renaissance Acquisition Corp. ("RAC") and continuing until the consummation by RAC of a "Business Combination" (as described in RAC's IPO prospectus), BMD Management Company, Inc. shall make available to RAC certain office and secretarial services as may be required by RAC from time to time, situated at 50 E. Sample Road, Suite 400, Pompano Beach, Florida 33064. In exchange therefore, RAC shall pay BMD Management Company, Inc. the sum of $8,000 per month on the Effective Date and continuing monthly thereafter.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 6th, 2009 • Renaissance Acquisition Corp. • Telephone communications (no radiotelephone) • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into this 31st day of December, 2008 by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation (“Parent”), FCI MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”), FCI MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”), FIRST COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of the Company (“Stockholders’ Representative”). Except as otherwise set forth herein, capitalized terms used herein shall have the meanings set forth in the Agreement and Plan of Merger by and among the parties hereto, dated as of September 13, 2008, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of De
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 2008 • Renaissance Acquisition Corp. • Telephone communications (no radiotelephone) • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into this 22nd day of December, 2008 by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation (“Parent”), FCI MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”), FCI MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”), FIRST COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of the Company (“Stockholders’ Representative”). Except as otherwise set forth herein, capitalized terms used herein shall have the meanings set forth in the Agreement and Plan of Merger by and among the parties hereto, dated as of September 13, 2008 (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2008 • Renaissance Acquisition Corp. • Blank checks • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 6, 2008 (the “Effective Date”) by and between First Communications, Inc., a Delaware corporation (the “Parent”), First Communications, LLC, an Ohio limited liability company (the “Company”), and Richard J. Buyens, an individual residing at (the “Executive”).
Ladenburg Thalmann & Co. Inc. 153 East 53rd Street New York, New York 10022 Re: Renaissance Acquisition Corp. ----------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to purchase shares of common stock...Renaissance Acquisition Corp. • January 4th, 2007 • Blank checks
WARRANT AGREEMENTWarrant Agreement • October 20th, 2008 • Renaissance Acquisition Corp. • Blank checks • New York
WHEREAS, this Warrant is being entered into in connection with that certain Agreement and Plan of Merger, dated as of September 13, 2008 (the “Merger Agreement”), by and among Renaissance Acquisition Corp., a Delaware corporation (“Parent”), FCI Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), FCI Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”, and, together with the Merger Sub I, collectively, the “Merger Subs”), First Communications, Inc., a Delaware corporation (“FCI”) and The Gores Group LLC, solely in its capacity as the exclusive representative of the stockholders of FCI. Capitalized terms used in this Warrant but not defined herein shall have the meanings given to such terms in the Merger Agreement; and
