AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
As of July 12, 2006
To the Board of Directors of
Renaissance Acquisition Corp.:
Gentlemen:
The undersigned hereby subscribes for and agrees to purchase 4,666,667
Warrants ("Insider Warrants") at $0.45 per Insider Warrant, of Renaissance
Acquisition Corp. (the "Corporation") for an aggregate purchase price of
$2,100,000.15 ("Purchase Price"). The purchase and issuance of the Insider
Warrants shall occur simultaneously with the consummation of the Corporation's
initial public offering of securities ("IPO") which is being underwritten by
Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"). The Insider Warrants will be sold
to the undersigned on a private placement basis and not part of the IPO.
At least 24 hours prior to the effective date of the registration
statement filed in connection with the IPO ("Registration Statement"), the
undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx ("GM") to hold
in a non-interest bearing account until the Corporation consummates the IPO.
Simultaneously with the consummation of the IPO, GM shall deposit the Purchase
Price, without interest or deduction, into the trust fund ("Trust Fund")
established by the Corporation for the benefit of the Corporation's public
stockholders as described in the Corporation's Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In the
event that the IPO is not consummated within 14 days of the Purchase Price being
delivered to GM, GM shall return the Purchase Price to the undersigned, without
interest or deduction.
The undersigned represents and warrants that it has been advised that
the Insider Warrants have not been registered under the Securities Act; that it
is acquiring the Insider Warrants for its account for investment purposes only;
that it has no present intention of selling or otherwise disposing of the
Insider Warrants in violation of the securities laws of the United States; that
it is an "accredited investor" as defined by Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act");
and that it is familiar with the proposed business, management, financial
condition and affairs of the Corporation.
Moreover, the undersigned agrees that it shall not sell or transfer the
Insider Warrants until 30 days after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business ("Business Combination") and acknowledges that the
Insider Warrants will be held in escrow during such time period and the
certificates for such Insider Warrants shall contain a legend indicating such
restriction on transferability.
The Corporation hereby acknowledges and agrees that it shall allow the
undersigned or its affiliates to exercise any Insider Warrants by surrendering
such Insider Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Insider Warrants, multiplied by the difference between the
Warrant exercise price and the "Fair Market Value" (defined below) by (y) the
Fair Market Value. The "Fair Market Value" shall mean the average reported last
sale price of the Common Stock for the 5 trading days ending on the day prior to
the date on which the Warrant is exercised.
This agreement amends and restates in its entirety the Subscription
Agreement by and among the parties hereto dated as of May 22, 2006.
The terms of this agreement and the restriction on transfers with
respect to the Insider Warrants may not be amended without the prior written
consent of Ladenburg.
Very truly yours,
RAC PARTNERS LLC
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Member
Agreed to:
Renaissance Acquisition Corp.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
Xxxxxxxx Xxxxxx
By: /s/ Xxxxx Xxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: Managing Partner
Ladenburg Xxxxxxxx & Co. Inc.
By: /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title:
