Unassociated Document


    Exhibit
      10.12

    Private
      Placement Purchase and Escrow Agreement

    


    As
      of
      ______________, 2008

     

    To
      the
      Board of Directors of

    Capital
      TEN Acquisition Corp.:

    


    Ladies
      and Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase [___________]
      Warrants
      (“Insider Warrants”), at $1.00 per Insider Warrant, of Capital TEN Acquisition
      Corp. (the “Corporation”) for a purchase price of $[___________]
      (“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 Thalmann
& Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the
      undersigned on a private placement basis and not as part of the IPO. Except
      as
      set forth herein, the Insider Warrants shall have the same terms as the warrants
      issued in 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 Continental Stock Transfer & Trust Company
      (“Escrow Agent”) to hold in an account until the Corporation consummates the
      IPO. Simultaneously with the consummation of the IPO, Continental 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 Escrow Agent. In the event that the IPO is
      not
      consummated within 14 days of the date the Purchase Price is delivered to Escrow
      Agent, then upon receipt of a written instruction signed by the Corporation
      and
      Ladenburg, Escrow Agent shall return the Purchase Price to the
      undersigned.

    


    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
      or any underlying securities until 30 days after the date on which the
      Corporation consummates a merger, capital stock exchange, asset acquisition
      or
      other similar business combination with an operating business (as more fully
      described in the Registration Statement) (“Business Combination”) and
      acknowledges that the certificates for such Insider Warrants shall contain
      a
      legend indicating such restriction on transferability.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company hereby acknowledges and agrees that so long as the Insider Warrants
      are
      held by the undersigned or his affiliates, (i) the Insider Warrants will not
      be
      redeemable by the Company and (ii) the Insider Warrants may be exercised on
      a
      cashless basis by surrendering such 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 Warrants, multiplied by the difference
      between the exercise price of the Warrants 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 five trading days
      ending on the trading day prior to the date on which the Insider Warrants are
      exercised.

     

    Ladenburg
      hereby represents and warrants to Escrow Agent that reasonable controls have
      been established and required due diligence performed to comply with “Know Your
      Customer” regulations, USA Patriot Act, Office of Foreign Asset Control (OFAC)
      regulations and the Bank Secrecy Act.

    


    The
      Corporation and Ladenburg (collectively referred to as the “Indemnitors”)
      jointly and severally agree to indemnify Escrow Agent and its officers,
      directors, employees, agents and shareholders (collectively referred to as
      the
“Indemnitees”) against, and hold them harmless of and from, any and all loss,
      liability, cost, damage and expense, including without limitation, reasonable
      counsel fees, which the Indemnitees may suffer or incur by reason of any action,
      claim or proceeding brought against the Indemnitees arising out of or relating
      in any way to this Agreement or any transaction to which this Agreement relates,
      unless such action, claim or proceeding is the result of the willful misconduct
      or gross negligence of the Indemnitees.

    


    The
      terms
      of this agreement and the restriction on transfers with respect to the Insider
      Warrants may not be modified without the prior written consent of
      Ladenburg.

    


    Very
      truly yours,

    


    [__________________]

    


    By:
      [_________________]

    Name:

    Title:

    Agreed
      to:

    


    CAPITAL
      TEN ACQUISITION CORP.

    


    By:
      ________________________________

    Name:
      

    Title: 

    


    CONTINENTAL
      TRANSFER & TRUST CO.,

    ESCROW
      AGENT

    


    By:
      ________________________________

    Name:
      

    Title: 

     

    LADENBURG
      THALMANN & CO. INC.

    


    By:
      ________________________________

    Name:
      

    Title: