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 statement on Form S-1, No.
333-______ ("Registration Statement"), for its initial public
offering of
securities ("IPO") has been declared effective as of the date
hereof ("Effective
Date") by the Securities and Exchange Commission (capitalized terms
used herein
and not otherwise defined shall have the meanings set forth in the
Registration
Statement); and
WHEREAS, Ladenburg Thalmann & Co. Inc. ("Ladenburg") is acting
as the
representative of the underwriters in the IPO; and
WHEREAS, as described in the Registration Statement, and in
accordance
with the Company's Certificate of Incorporation, $83,649,999.80 of
the gross
proceeds of the IPO and sale of the Insider Units (as defined in
the
Registration Statement) ($96,047,499.80 if the underwriters
over-allotment
option is exercised in full) will be delivered to the Trustee to be
deposited
and held in a trust account for the benefit of the Company and the
holders of
the Company's common stock, par value $.0001 per share, issued in
the IPO as
hereinafter provided (the amount to be delivered to the Trustee
will be referred
to herein as the "Property"; the stockholders for whose benefit the
Trustee
shall hold the Property will be referred to as the "Public
Stockholders," and
the Public Stockholders and the Company will be referred to
together as the
"Beneficiaries"); and
WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which
the Trustee
shall hold the Property;
IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees
and covenants
to:
(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in a segregated trust account
("Trust Account")
established by the Trustee;
(b) Manage, supervise and administer the Trust Account subject to
the
terms and conditions set forth herein;
(c) In a timely manner, upon the instruction of the Company, to
invest
and reinvest the Property in United States "government securities"
within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940
having a
maturity of 180 days or less, and/or in any open ended investment
company
registered under the Investment Company Act of 1940 that holds
itself out as a
money market fund selected by the Company meeting the conditions of
paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the
Investment Company
Act of 1940, as determined by the Company;
(d) Collect and receive, when due, all principal and income arising
from the
Property, which shall become part of the "Property," as such term
is used
herein;
(e) Notify the Company of all communications received by it with
respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be
requested
by the Company in connection with the Company's preparation of its
returns;
(g) Participate in any plan or proceeding for protecting or
enforcing
any right or interest arising from the Property if, as and when
instructed by
the Company to do so;
(h) Render to the Company and to Ladenburg, and to such other
person
as the Company may instruct, monthly written statements of the
activities of and
amounts in the Trust Account reflecting all receipts and
disbursements of the
Trust Account; and
(i) Commence liquidation of the Trust Account only after and
promptly
after receipt of, and only in accordance with, the terms of a
letter
("Termination Letter"), in a form substantially similar to that
attached hereto
as either Exhibit A or Exhibit B hereto, signed on behalf of the
Company by its
President or Chairman of the Board and Secretary or Assistant
Secretary and
affirmed by its entire Board of Directors, and complete the
liquidation of the
Trust Account and distribute the Property in the Trust Account only
as directed
in the Termination Letter and the other documents referred to
therein; provided,
however, that in the event that a Termination Letter has not been
received by
the Trustee by the 18-month anniversary of the closing ("Closing")
of the IPO
("First Date"), or the 24-month anniversary of the Closing ("Last
Date") in the
event that a letter of intent, agreement in principle or definitive
agreement
for a Business Combination has been executed on or prior to the
First Date but
the Business Combination has not been consummated by the First
Date, the Trust
Account shall be liquidated in accordance with the procedures set
forth in the
Termination Letter attached as Exhibit B hereto and distributed to
the
stockholders of record on the record date established by the
Company for such
purpose. The Company shall set the record date to be within ten
days of the Last
Date, or as soon thereafter as reasonably practicable and legally
permissible.
In all cases, the Trustee shall provide Ladenburg with a copy of
any Termination
Letters and/or any other correspondence that it receives with
respect to any
proposed withdrawal from the Trust Account promptly after it
receives same. The
provisions of this Section 1(i) may not be modified, amended or
deleted under
any circumstances.
2. Limited Distributions of Income from Trust Account.
(a) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached
hereto as Exhibit
C, the Trustee shall distribute to the Company the amount requested
by the
Company to cover any income or franchise tax obligation owed by the
Company;
(b) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached
hereto as Exhibit
D, the Trustee shall distribute to the Company the amount requested
by the
Company to cover expenses related to investigating
2
and selecting a target business and other working capital
requirements;
provided, however, that the aggregate amount of all such
distributions shall not
exceed $1,800,000.
(c) The limited distributions referred to in Sections 2(a) and 2(b)
above shall be made only from income collected on the Property.
Except as
provided in Section 2(a) and 2(b) above, no other distributions
from the Trust
Account shall be permitted except in accordance with Section 1(i)
hereof
3. Agreements and Covenants of the Company. The Company hereby
agrees and
covenants to:
(a) Give all instructions to the Trustee hereunder in writing,
signed
by the Company's Chairman of the Board or President. In addition,
except with
respect to its duties under paragraphs 1(i), 2(a) and 2(b) above,
the Trustee
shall be entitled to rely on, and shall be protected in relying on,
any verbal
or telephonic advice or instruction which it in good faith believes
to be given
by any one of the persons authorized above to give written
instructions,
provided that the Company shall promptly confirm such instructions
in writing;
(b) Hold the Trustee harmless and indemnify the Trustee from and
against, any and all expenses, including reasonable counsel fees
and
disbursements, or loss suffered by the Trustee in connection with
any action,
suit or other proceeding brought against the Trustee involving any
claim, or in
connection with any claim or demand which in any way arises out of
or relates to
this Agreement, the services of the Trustee hereunder, or the
Property or any
income earned from investment of the Property, except for expenses
and losses
resulting from the Trustee's gross negligence or willful
misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or
the
commencement of any action, suit or proceeding, pursuant to which
the Trustee
intends to seek indemnification under this paragraph, it shall
notify the
Company in writing of such claim (hereinafter referred to as the
"Indemnified
Claim"). The Trustee shall have the right to conduct and manage the
defense
against such Indemnified Claim, provided, that the Trustee shall
obtain the
consent of the Company with respect to the selection of counsel,
which consent
shall not be unreasonably withheld. The Trustee may not agree to
settle any
Indemnified Claim without the prior written consent of the Company
unless such
settlement includes a full release of the Company with respect to
such
Indemnified Claim. The Company may participate in such action with
its own
counsel;
(c) Pay the Trustee an initial acceptance fee of $1,000 and an
annual
fee of $3,000 (it being expressly understood that the Property
shall not be used
to pay such fee). The Company shall pay the Trustee the initial
acceptance fee
and first year's fee at the consummation of the IPO and thereafter
on the
anniversary of the Effective Date. The Trustee shall refund to the
Company the
fee (on a pro rata basis) with respect to any period after the
liquidation of
the Trust Fund. The Company shall not be responsible for any other
fees or
charges of the Trustee except as may be provided in paragraph 3(b)
hereof (it
being expressly understood that the Property shall not be used to
make any
payments to the Trustee under such paragraph);
(d) Provide to the Trustee any letter of intent, agreement in
principle or
3
definitive agreement for a Business Combination that is executed on
or prior to
the First Date; and
(e) In connection with any vote of the Company's stockholders
regarding a Business Combination, provide to the Trustee an
affidavit or
certificate of a firm regularly engaged in the business of
soliciting proxies
and/or tabulating stockholder votes (which firm may be the Trustee)
verifying
the vote of the Company's stockholders regarding such Business
Combination.
4. Limitations of Liability. The Trustee shall have no
responsibility or
liability to:
(a) Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no
liability to any
party except for liability arising out of its own gross negligence
or willful
misconduct;
(b) Institute any proceeding for the collection of any principal
and
income arising from, or institute, appear in or defend any
