Form of Stock Escrow Agreement

STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2006 ("Agreement"),by and among RENAISSANCE ACQUISITION CORP., a Delaware corporation ("Company"),___________, ___________, _________ and ________ (collectively "InitialStockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New Yorkcorporation ("Escrow Agent"). WHEREAS, the Company has entered into an Underwriting Agreement, dated__________, 2006 ("Underwriting Agreement"), with Ladenburg Thalmann & Co. Inc.("Ladenburg"), pursuant to which, among other matters, Ladenburg has agreed topurchase 14,500,000 units ("Units") of the Company. Each Unit consists of oneshare of the Company's common stock, par value $.0001 per share ("CommonStock"), 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 onForm S-1 (File No. 333-_______) under the Securities Act of 1933, as amended("Registration Statement"), declared effective on ________, 2006 ("EffectiveDate"). WHEREAS, the Initial Stockholders have agreed as a condition of thesale of the Units to deposit their shares of Common Stock of the Company, as setforth opposite their respective names in Exhibit A attached hereto (collectively"Escrow Shares"), in escrow as hereinafter provided. WHEREAS, the Company and the Initial Stockholders desire that theEscrow Agent accept the Escrow Shares, in escrow, to be held and disbursed ashereinafter provided. IT IS AGREED: 1. Appointment of Escrow Agent. The Company and the Initial Stockholdershereby appoint the Escrow Agent to act in accordance with and subject to theterms of this Agreement and the Escrow Agent hereby accepts such appointment andagrees to act in accordance with and subject to such terms. 2. Deposit of Escrow Shares. On or before the Effective Date, each of theInitial Stockholders shall deliver to the Escrow Agent certificates representinghis respective Escrow Shares, to be held and disbursed subject to the terms andconditions of this Agreement. Each Initial Stockholder acknowledges that thecertificate representing his Escrow Shares is legended to reflect the deposit ofsuch Escrow Shares under this Agreement. 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold theEscrow Shares until one year after the Company consummates a BusinessCombination (as such term is defined in the Registration Statement) ("EscrowPeriod"), on which date it shall, upon written instructions from each InitialStockholder, disburse each of the Initial Stockholder's Escrow Shares (and anyapplicable stock power) to such Initial Stockholder; provided, however, that ifthe Escrow Agent is notified by the Company pursuant to Section 6.7 hereof thatthe Company is being liquidated at any time during the Escrow Period, then theEscrow Agent shall promptly destroy the certificates representing the EscrowShares; provided further, however, that if, after the Company consummates aBusiness Combination, it (or the surviving entity) subsequently consummates aliquidation, merger, stock exchange or other similar transaction which resultsin all of the stockholders of such entity having the right to exchange theirshares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of acertificate, executed by the Chief Executive Officer of the Company, in formreasonably acceptable to the Escrow Agent, that such transaction is then beingconsummated, release the Escrow Shares to the Initial Stockholders uponconsummation of the transaction so that they can similarly participate. TheEscrow Agent shall have no further duties hereunder after the disbursement ordestruction of the Escrow Shares in accordance with this Section 3. 4. Rights of Initial Stockholders in Escrow Shares. 4.1 Voting Rights as a Stockholder. Subject to the terms of theInsider Letter described in Section 4.4 hereof and except as herein provided,the Initial Stockholders shall retain all of their rights as stockholders of theCompany during the Escrow Period, including, without limitation, the right tovote such shares. 4.2 Dividends and Other Distributions in Respect of the Escrow Shares.During the Escrow Period, all dividends payable in cash with respect to theEscrow Shares shall be paid to the Initial Stockholders, but all dividendspayable in stock or other non-cash property ("Non-Cash Dividends") shall bedelivered to the Escrow Agent to hold in accordance with the terms hereof. Asused herein, the term "Escrow Shares" shall be deemed to include the Non-CashDividends distributed thereon, if any. 4.3 Restrictions on Transfer. During the Escrow Period, no sale,transfer or other disposition may be made of any or all of the Escrow Sharesexcept (i) by gift to a member of Initial Stockholder's immediate fa ...