Side Letter Regarding Stock Purchase Plan Compliance in Connection with Merger Agreement – Barry W. Florescue and First Communications, Inc.
This side letter, dated September 13, 2008, is between Barry W. Florescue and First Communications, Inc. It confirms that Mr. Florescue will comply with his obligations under a prior Stock Purchase Plan related to a merger involving Renaissance Acquisition Corp. and First Communications, Inc. The letter also states that First Communications, Inc. will be considered a third-party beneficiary of the Stock Purchase Plan for the purposes of the merger. The agreement is signed by both parties and is effective as of the date of the related Merger Agreement.
Exhibit 10.17
Barry W. Florescue
c/o Renaissance Acquisition Corp.
50 E. Sample Road, Suite 400
Pompano Beach, Florida 33064
September 13, 2008
First Communications, Inc.
3340 West Market Street
Akron, Ohio 44333
Ladies and Gentlemen:
In connection with the Agreement and Plan of Merger, entered into as of the date hereof (the “Merger Agreement”), by and among Renaissance Acquisition Corp. (“Parent”), FCI MERGER SUB I, INC., FCI MERGER SUB II, LLC, and First Communications, Inc., a Delaware corporation (the “Company”), I agree to comply with my obligations under the Stock Purchase Plan, dated January __, 2007 (the “Stock Purchase Plan”), by and among Parent, Ladenburg Thalmann & Co. Inc. and R.M. Stark & Co. and that the Company shall be a third-party beneficiary of the Stock Purchase Plan in respect of the transactions contemplated by the Merger Agreement.
Very truly yours,
/s/ Barry W. Florescue
BARRY W. FLORESCUE
AGREED TO AND ACCEPTED BY:
FIRST COMMUNICATIONS, INC.
By: /s/ Joseph R. Morris
Name: Joseph R. Morris
Title: Chief Operating Officer
