Exhibit 10.8


STOCK ESCROW AGREEMENT


STOCK ESCROW AGREEMENT, dated as of
[               ],
2007 (“Agreement”), by and among SHERMEN WSC ACQUISITION CORP., a Delaware
corporation (“Company”), JOHN E. TOFFOLON, JR., JOSEPH F. PROCHASKA, DONALD D.
POTTINGER and SHERMEN WSC HOLDING LLC (collectively, “Initial Stockholders”)
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).


WHEREAS, the Company has entered into an Underwriting
Agreement, dated [May] [    ], 2006 (“Underwriting
Agreement”), with CIBC World Markets Corp. and CRT Capital Group LLC (the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to
purchase 20,000,000 units (“Units”) of the Company.  Each Unit consists of
one share of the Company’s Common Stock, par value $.0001 per share, and two
Warrants, each Warrant to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus, dated
[                 ],
2007 (“Prospectus”) comprising part of the Company’s Registration Statement on
Form S-1 (File No. 333-133869) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on
[                    ],
2006.


WHEREAS, the Initial Stockholders have agreed as a
condition of the sale of the Units to deposit their shares of Common Stock of
the Company, as set forth 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 the Escrow Agent accept the Escrow Shares, in escrow, to be held
and disbursed as hereinafter provided.


IT IS AGREED:


1.            
Appointment of Escrow Agent.  The Company and the Initial
Stockholders hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement and the Escrow Agent hereby accepts such
appointment and agrees to act in accordance with and subject to such terms.


2.            
Deposit of Escrow Shares.  On or before the Effective Date, each of
the Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement.  Each Initial Stockholder
acknowledges that the certificate representing his Escrow Shares is legended to
reflect the deposit of such Escrow Shares under this Agreement.


3.            
Disbursement of the Escrow Shares.  The Escrow Agent shall hold the
Escrow Shares until six months following the consummation of a Business
Combination (as such term is defined int he Registration Statement (“Escrow
Period”), on which date it shall, upon written instructions from each
Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares
to such Initial Stockholders; provided, however, that if the Escrow Agent is
notified by the Company pursuant to Section 6.7 hereof that the Company is
being liquidated at any time during the Escrow Period, then the Escrow Agent
shall promptly destroy the certificates representing the Escrow Shares;
provided further, however, that if, after the Company consummates a Business
Combination, it (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or


 

















 


other
similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities
or other property, then the Escrow Agent will, upon receipt of a certificate,
executed by the Chief Executive Officer or Chief Financial Officer of the
Company, in form reasonably acceptable to the Escrow Agent, that such
transaction is then being consummated, and release the Escrow Shares to the
Initial Stockholders upon consummation of the transaction so that they can similarly
participate.  The Escrow Agent shall have no further duties hereunder
after the disbursement or destruction 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 the
Insider Letter described in Section 4.4 hereof and except as herein provided,
the Initial Stockholders shall retain all of their rights as stockholders of
the Company during the Escrow Period, including, without limitation, the right
to vote 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 the
Escrow Shares shall be paid to the Initial Stockholders, but all dividends
payable in stock or other non-cash property (“Non-Cash Dividends”) shall
be delivered to the Escrow Agent to hold in accordance with the terms
hereof.  As used herein, the term “Escrow Shares” shall be deemed
to include the Non-Cash Dividends 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 Shares
except (i) by gift to a member of Initial Stockholder’s immediate family or to
a trust, the beneficiary of which is an Initial Stockholder or a member of an
Initial Stockholder’s immediate family, (ii) by virtue of the laws of descent
and distribution upon death of any Initial Stockholder, or (iii) pursuant to a qualified
domestic relations order; provided, however, that such permissive
transfers may be implemented only upon the respective transferee’s written
agreement to be bound by the terms and conditions of this Agreement (including,
without limitation, the transfer restriction set forth in this section 4.3) and
of the Insider Letter signed by the Initial Stockholder transferring the Escrow
Shares.  During the Escrow Period, the Initial Stockholders shall not
pledge or grant a security interest in the Escrow Shares or grant a security
interest in their rights under this Agreement.


4.4.         
Insider Letters.  Each of the Initial Stockholders has executed a
letter agreement with the Company, dated as indicated on Exhibit A hereto, and
which is filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of such Initial Stockholder in certain
events, including but not limited to the liquidation of the Company.


5.            
Concerning the Escrow Agent.


5.1.         
Good Faith Reliance.  The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information


 


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therein
contained) which is believed by the Escrow Agent to be genuine and to be signed
or presented by the proper person or persons.  The Escrow Agent shall not
be bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement unless evidenced by a writing delivered to the
Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written
consent thereto.


5.2.         
Indemnification.  The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel fees
and disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of
the Escrow Agent.  Promptly after the receipt by the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or proceeding,
the Escrow Agent shall notify the other parties hereto in writing.  In the
event of the receipt of such notice, the Escrow Agent, in its sole discretion,
may commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the
Escrow Shares pending receipt of a final, non-appealable order of a court
having jurisdiction over all of the parties hereto directing to whom and under
what circumstances the Escrow Shares are to be disbursed and delivered. 
The provisions of Sections 5.2 and 5.7 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


5.3.         
Compensation.  The Escrow Agent shall be entitled to reasonable
compensation from the Company for all services rendered by it hereunder. 
The Escrow Agent shall also be entitled to reimbursement from the Company for
all expenses paid or incurred by it in the administration of its duties
hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.


5.4.         
Further Assurances.  From time to time on and after the date
hereof, the Company and the Initial Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.


5.5.         
Resignation.  The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided.  Such resignation shall become effective at such
time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, the Escrow Share held hereunder.  If no new
escrow agent is so appointed within the 60 day period following the giving of
such notice of resignation, the Escrow Agent may deposit the Escrow Shares with
any court it reasonably deems appropriate.


5.6.         
Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged form its duties as escrow agent hereunder if so requested in writing
at any time by the Company and a majority of the Initial Shareholders, jointly,
provided, however, that such


 


3

















 


resignation
shall become effective only upon acceptance of appointment by a successor
escrow agent as provided in Section 5.5.


5.7.         
Liability.  Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.


5.8.         
Trust Fund Waiver.  The Escrow Agent has no right, title, interest,
or claim of any kind (“Claim”) in or to any monies in the Trust Account
(as defined in that certain Investment Management Trust Agreement, dated as of
              ,
2007 by and between the Company and Continental Stock Transfer & Trust
Company, as trustee of the Trust Account), and hereby waives any Claim it may
have in the future in or to any monies in the Trust Account, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever.


6.            
Miscellaneous.


6.1.         
Governing Law.  This Agreement shall for all purposes be deemed to
be made under and shall be construed in accordance with the laws of the State
of New York.


6.2.         
Third Party Beneficiaries.  Each of the Initial Stockholders and
the Escrow Agent hereby acknowledges that the Underwriters are third party
beneficiaries of this Agreement and this Agreement may not be modified or
changed without the prior written consent of the Underwriters.


6.3.         
Entire Agreement.  This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to be charged.


6.4.         
Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any the meaning or
interpretation thereof.


6.5.         
Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


6.6.         
Notices.  Any notice or other communication required or which may
be given hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, or by private national courier service,
return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally or, if mailed, two days after the date of mailing, as
follows:


 


If to the Company, to


 


Shermen WSC Acquisition Corp.


c/o The Shermen Group


1251 Avenue of the Americas, Suite 900


New York, NY  10020


 


4

















 


Attn:  Francis P. Jenkins, Chairman and Chief
Executive Officer


 


If to a Stockholder, to
his address set forth in Exhibit A.


 


and if to the Escrow
Agent, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, NY  10004


Attn:  Steven Nelson, Chairman and President


 


A copy of any notice sent
hereunder shall be sent to:


 


CRT Capital Group LLC


262 Harbor Drive


Stanford, CT 06902


Attn:  Christopher Chase, Managing Director


 


and:


 


Bingham McCutchen LLP


399 Park Avenue


New York, NY 10022


Attn:  Floyd Wittlin, Esq.


 


and:


Dechert LLP


30 Rockefeller Plaza


New York, NY  10112


Attn: 
Gerald Adler, Esq.


The parties may change the persons and addresses to
which the notices or other communications are to be sent by giving written
notice to any such change in the manner provided herein for giving notice.


6.7.         
Liquidation of Company.  The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus.


 


5

















 


WITNESS the execution of this Agreement as of the date
first above written:


	
   

  	
   

  	
  SHERMEN WSC ACQUISITION
  CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Kenneth Moshenek,

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JOHN E. TOFFOLON, JR.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JOSEPH F. PROCHASKA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DONALD D. POTTINGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHERMEN WSC HOLDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Shermen Capital
  Partners, LLC, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Francis P. Jenkins, Jr

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTINENTAL STOCK
  TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


6

















 


EXHIBIT A


 


 


	
  Name and Address of

  Initial Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock

  Certificate

  Number

  	
   

  	
  Date of

  Insider

  Letter

  	
   

  
	
  John E. Toffolon, Jr.

  	
   

  	
  25,000

  	
   

  	
  1

  	
   

  	
  ,
  2006

  	
   

  
	
  Joseph F. Prochaska

  	
   

  	
  25,000

  	
   

  	
  2

  	
   

  	
  ,
  2006

  	
   

  
	
  Donald D. Pottinger

  	
   

  	
  25,000

  	
   

  	
  3

  	
   

  	
  ,
  2006

  	
   

  
	
  Shermen WSC Holding LLC

  	
   

  	
  4,925,000

  	
   

  	
  4

  	
   

  	
  ,
  2006

  	
   

  



 


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