Unassociated Document


    Exhibit
      10.8

    


    STOCK
      ESCROW AGREEMENT

    


    STOCK
      ESCROW AGREEMENT, dated as of _________________, 2008 (“Agreement”), by and
      among CAPITAL TEN ACQUISITION CORP., a Delaware corporation (“Company”), CAPITAL
      TEN PARTNERS, LLC and EDWARD BOYKIN (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
      ___________________, 2008 (“Underwriting Agreement”), with Ladenburg Thalmann
& Co. Inc. (“Ladenburg”) acting as representative of the several
      underwriters (collectively, the “Underwriters”), pursuant to which, among other
      matters, the Underwriters have agreed to purchase 7,500,000 units (“Units”) of
      the Company. Each Unit consists of one share of the Company’s common stock, par
      value $.0001 per share (“Common Stock”), and one warrant, each warrant to
      purchase one share of Common Stock, all as more fully described in the Company’s
      final Prospectus, dated _______________, 2008 (“Prospectus”) comprising part of
      the Company’s Registration Statement on Form S-1 (File No. 333-147741) under the
      Securities Act of 1933, as amended (“Registration Statement”), declared
      effective on _______________, 2008 (“Effective Date”).

     

    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, her or its 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,
      her
      or its 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 one year after the consummation
      of a Business Combination (as defined in the 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 (and any
      applicable stock power) to such Initial Stockholder; 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, however, that if the
      Underwriters do not exercise their over-allotment option to purchase an
      additional 1,125,000 Units of the Company (as described in the Prospectus),
      the
      Initial Stockholders agree that the Escrow Agent shall return to the Company
      for
      cancellation, at no cost, the number of Escrow Shares held by each Initial
      Stockholder equal to the product obtained by multiplying (i) the number of
      Escrow Shares held by such Initial Stockholder on the Effective Date by (ii)
      a
      fraction, (x) the numerator of which is 281,250, and (y) the denominator of
      which is 2,156,250, by (iii) an amount equal to (x) the difference between
      1,125,000 and the number of units purchased by the Underwriters upon the
      exercise of the over-allotment option, divided by (y) 1,125,000; provided
      further, however, that if, after the Company consummates a Business Combination
      (as such term is defined in the Registration Statement), 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 Chairman of the Board, Chief Executive Officer, President or
      other authorized officer of the Company, in form reasonably acceptable to the
      Escrow Agent, that such transaction is then being consummated or such conditions
      have been achieved, as applicable, release the Escrow Shares to the Initial
      Stockholders. 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) to an entity’s members upon its liquidation,
      (ii) by gift to a member of an 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, (iii) by virtue of the laws of descent
      and distribution upon death of any Initial Stockholder, (iv) pursuant to a
      qualified domestic relations order or (v) by private sales made at or prior
      to
      the consummation of a Business Combination at prices no greater than the price
      which the Initial Stockholder paid for the Escrow Shares; provided, however,
      that such transfers may be implemented only upon the respective transferee’s
      written agreement to be bound by the terms and conditions of this Agreement
      and
      of the Insider Letter signed by the Initial Stockholder transferring the Escrow
      Shares.

     

    4.4  Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Ladenburg and
      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.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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 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 this Section 5.2 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 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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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 Shares 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 from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such 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.

     

    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, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction (whether of the State of New York
      or any other jurisdiction that would cause the application of the laws of any
      jurisdiction other than the State of New York). The Company hereby agrees that
      any action, proceeding or claim against it arising out of or relating in any
      way
      to this Agreement shall be brought and enforced in the courts of the State
      of
      New York or the United States District Court for the Southern District of New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenience forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 6.6 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    6.2  Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders 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 Ladenburg.

     

    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
      the charged.
      It may be executed in several original or facsimile counterparts, each one
      of
      which shall constitute an original, and together shall constitute but one
      instrument

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    6.4  Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way 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:

            	
              Capital
                TEN Acquisition Corp.

              116
                Village Boulevard

              Princeton,
                New Jersey 08540

              Attn:
                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, New York 10004

              Attn:
                [________]

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

            	
              Blank
                Rome LLP

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                Robert J. Mittman, Esq.

            
	
              and:

            	
              Ladenburg
                Thalmann & Co. Inc.

              4400
                Biscayne Blvd.

              Suite
                1400

              Miami,
                Florida 33137

              Attn:
                James Cassel

            
	
              and:

            	
              Graubard
                Miller

              The
                Chrysler Building

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                David Alan Miller, 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.

     

    
      
         

      

      
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    6.7  Liquidation
      of the 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.

     

    -Signature
      Page Follows-

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

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

     

    


    CAPITAL
      TEN ACQUISITION CORP.

    


    


    By:_________________________________

    Name:
      Elliot P. Friedman

    Title:
      Chief Executive Officer

    


    


    INITIAL
      STOCKHOLDERS:

    


    CAPITAL
      TEN PARTNERS, LLC

    


    


    By:_________________________________

    Name:
      Kevin O’Keefe

    Title:
      Managing Member

    


    


    ____________________________________

    EDWARD
      BOYKIN

    


    


    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY

    


    By:_________________________________

    Name:

    Title:

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

     

    
      	
              Name
                and Address of Initial
                Stockholder

            	
              Number
                of Shares

            	
              Stock
                Certificate
                Number

            	
              Date
                of

              Insider
                Letter

            
	
               

            	
               

            
	
              Capital
                TEN Partners, LLC

              c/o
                Capital TEN Acquisition Corp.

              116
                Village Boulevard

              Princeton,
                New Jersey 08540

            	
              1,778,906

            	
              [__]

            	
              ___________,
                2008

            
	
              Edward
                Boykin

              c/o
                Capital TEN Acquisition Corp.

              116
                Village Boulevard

              Princeton,
                New Jersey 08540

               

               

            	
              377,344

            	
              [__]

            	
              ___________,
                2008

            


    

     

     

     

    8