Form of Stock Escrow Agreement



 Exhibit 10.12 
  
 STOCK ESCROW AGREEMENT 
  
 STOCK ESCROW AGREEMENT, dated as of             , 2005
(“Agreement”), by and among OAKMONT ACQUISITION CORP., a Delaware corporation (“Company”), ROBERT J. SKANDALARIS, MICHAEL C. AZAR, KRISLEE & ASSOCIATES, LLC, DAVID J. LANGEVIN, QVM OAKMONT SERVICES
LLC, FREDERICK L. HUBACKER, LEE M. CANAAN, MARK T. BEHRMAN, DONALD J. SPENCE (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             , 2005 (“Underwriting Agreement”), with Morgan Joseph & Co. Inc. (“Morgan Joseph”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 8,000,000 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             , 2005 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No.
[            ]) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on
            , 2005 (“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 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 the
third anniversary of the Effective Date (“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
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 and; provided further, 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 Chief Executive Officer, President or Chief Financial Officer of the Company in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, 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 or members of Initial Stockholder’s immediate family or to a trust or other entity, the
beneficiaries or owners of which are Initial Stockholders or a member or members 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 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. 
  

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 4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement with Morgan
Joseph 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. 
  
 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’s, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. 
  

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 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 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. 
  
 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 Morgan Joseph. 
  
 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 affected by such change or modification. 
  
 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. 
  

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 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: 
  
 Oakmont Acquisition Corp. 
 23 Bloomfield Hills Parkway 
 Suite 240 
 Bloomfield Hills, MI 48304 
 Attn: President 
  
 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:	Steven Nelson 

  
 A copy of any notice sent hereunder shall be sent to: 
  
 McDermott Will & Emery LLP 
 50 Rockefeller Plaza, 11th Floor 
 New York, NY 10020 

	Attn:	Joel Rubinstein, Esq. 


	  	Philip Weingold, Esq. 

  
 and: 
  
 Morgan Joseph & Co. Inc. 

600 Fifth Avenue 
 19th Floor 
 New York, New York 10020 

	Attn:	Michael Powell 

  

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 and: 
  
 Benesch, Friedlander, Coplan & Aronoff LLP 
 2300 BP Tower 
 200 Public Square 
 Cleveland, OH 44114 

	Attn:	Douglas Haas, 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. 
  
 [SIGNATURE PAGE TO FOLLOW]

  

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

			
	OAKMONT ACQUISITION CORP.
	
	

	By:	 	Michael C. Azar, President
	
	INITIAL STOCKHOLDERS:
	
	

	Robert J. Skandalaris
	
	

	Michael C. Azar
	
	

	David J. Langevin
	
	QVM OAKMONT SERVICES LLC
	
	

	By:	 	 
	Title:	 	 
	
	KRISLEE & ASSOCIATES, LLC
	

	By:	 	 
	Title:	 	 


  

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	Frederick L. Hubacker
	
	

	Lee M. Canaan
	
	

	Mark T. Behrman
	
	

	Donald J. Spence
	
	CONTINENTAL STOCK TRANSFER & STOCK COMPANY
	
	

	By:	 	 
	Title:	 	 


  

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 EXHIBIT A 
  

							
	 Name and Address of
 Initial
Stockholder

	  	 Number of
 Shares

	  	Stock
Certificate
Number

	  	Date of Insider
Letter


	 Robert J. Skanadalaris
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	600,000	  	 	  	April 15, 2005
				
	 Michael C. Azar
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	440,000	  	 	  	April 15, 2005
				
	 Krislee & Associates, LLC
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	360,000	  	 	  	April 18, 2005
				
	 David J. Langevin
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	180,000	  	 	  	April 15, 2005
				
	 QVM Oakmont Services LLC
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	340,000	  	 	  	April 27, 2005
				
	 Frederick L. Hubacker
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	20,000	  	 	  	April 15, 2005
				
	 Lee M. Canaan
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	20,000	  	 	  	April 15, 2005

  

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	 Name and Address of
 Initial
Stockholder

	  	 Number of
 Shares

	  	Stock
Certificate
Number

	  	Date of Insider
Letter


	 Mark T. Behrman
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	20,000	  	 	  	April 15, 2005
				
	 Donald J. Spence
 c/o Oakmont Acquisition Corp.
 33 Bloomfield Hills Parkway
 Suite 240
 Bloomfield Hills, MI 48304
	  	20,000	  	 	  	April 15, 2005

  

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