ESCROW AGREEMENT


 


ESCROW AGREEMENT, dated as of __________ __, 2012
(“Agreement”), by and among PACIFIC MONUMENT ACQUISITION CORPORATION, a Delaware corporation (“Company”),
MONUMENT CAPITAL GROUP SPAC I LLC, PACIFIC CAPITAL PARTNERS & ASSOCIATES LIMITED, THE SEAPORT GROUP LLC PROFIT SHARING PLAN
and ARMORY MASTER FUND LTD. (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 as of __________ __, 2012 (“Underwriting Agreement”), with Morgan Joseph TriArtisan LLC (“MJTA”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 4,000,000 units (“Units”) of the Company, plus an additional 600,000
Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share of common stock of the
Company, par value $0.0001 per share (“Common Stock”), and one Warrant to purchase one share of Common Stock, all as
more fully described in the Company’s final Prospectus, dated ___________ (“Prospectus”) comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-178749) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on ___________ (“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 such Initial Stockholder’s 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 such Initial Stockholder’s Escrow
Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 



    	 



    	 



    

 


3.          Disbursement
of the Escrow Shares.


 


3.1           The Escrow Agent shall hold the Escrow Shares as follows: (i) with respect to 811,764 Escrow Shares, until
one year after the consummation of a Business Combination (as such term is defined in the Registration Statement), (ii) with respect
to 174,242 Escrow Shares, if, within five years after the Company consummates a Business Combination, the last sales price of the
Common Stock equals or exceeds $14.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after such Business Combination, and (iii) with respect to
163,994 Escrow Shares, if, within five years after the Company consummates a Business Combination, the last sales price of the
Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after such Business Combination, in each case subject to reduction
in an amount equal to the Overallotment Fraction (defined below in Section 3.2 below) (the time during which any shares continue
to remain in escrow is referred to as the “Escrow Period”); provided, however, that the Escrow Agent shall disburse
each Initial Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder, if, after the Company
consummates a Business Combination, (i) the Company (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 or (ii), with respect to the Escrow Shares referred to in clause
(i) above, the closing price of the Common Stock equals or exceeds $13.00 for any 20 trading days within a 30-trading day period.
At any time when Escrow Shares are to be released from escrow as a result of a required date being reached or upon the achievement
of the required share price trigger, upon written instructions from each Initial Stockholder, the Escrow Agent shall disburse each
Initial Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder. Notwithstanding anything
contained to the contrary herein, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company
is being liquidated at any time after the date hereof, then the Escrow Agent shall promptly destroy the certificates representing
the Escrow Shares. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow
Shares in accordance with this Section 3.


 


3.2           Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an
additional 600,000 Units of the Company in full (as described in the Underwriting Agreement), 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
determined by multiplying (a) the product of (i) 150,000, multiplied by (ii) a fraction, (x) the numerator of which is the number
of Escrow Shares held by each Initial Stockholder, and (y) the denominator of which is the total number of Escrow Shares, by (b)
a fraction (“Overallotment Fraction”), (i) the numerator of which is 600,000 minus the number of shares of Common Stock
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 600,000. The
Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment
option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.


 


4.          Rights
of Initial Shareholders in Escrow Shares.


 


4.1           Voting
Rights as a Stockholder. Subject to the terms of the Insider Letters 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.


 



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4.3           Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be
(i) amongst the Initial Stockholders themselves, to officers, directors and employees of the Company, to a holder’s affiliates
or its members upon liquidation, (ii) by bona fide gift to a member of the Initial Stockholder’s immediate family or to a
trust, the beneficiary of which is the Initial Stockholder or a member of the Initial Stockholder’s immediate family for
estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic
relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities
or (vi) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at
which the Escrow Shares were originally purchased, or (vii) to the Company for cancellation in connection with the consummation
of a Business Combination, in each case, except for clause (vii), on the condition 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 provisions
of the Insider Letter (as defined below) signed by the Initial Stockholder transferring the Escrow Shares relating to the escrow,
voting and conversion of such Escrow Shares.


 


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


 



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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 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.


 


5.8           Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 



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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.


 


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 MJTA.


 


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 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:


 


Pacific Monument Acquisition Corporation


800 Third Avenue


New York, New York 10022


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: Chairman


 



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


 


Morgan Joseph TriArtisan LLC


600 Fifth Avenue, 19th Floor


New York, New York 10020


Attn: [Chairman]


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and:


 


Ellenoff Grossman & Schole LLP


150 East 42nd Street


New York, New York 10017


Attn: Douglas S. Ellenoff, 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 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 specified in the Prospectus.


 


[Signature Page Follows]


 



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


 


	 	 	COMPANY:
	 	 	 
	 	 	PACIFIC MONUMENT ACQUISITION
	 	 	CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: Jonathan M. Mitchell
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	INITIAL STOCKHOLDERS:
	 	 	 
	 	 	MONUMENT CAPITAL GROUP SPAC I LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	PACIFIC CAPITAL PARTNERS &
	 	 	ASSOCIATES LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	THE SEAPORT GROUP LLC PROFIT SHARING
	 	 	PLAN
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	ARMORY MASTER FUND LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



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	 	 	ESCROW AGENT:
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER
	 	 	& TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



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EXHIBIT A


 


	Name and Address of
 Initial
                                                                                                                                                                                                         Stockholder
                                                                                                                                                                                                         
	 	Number
 of
                                                                                                                                                    Shares
	 	 	Stock
 Certificate
                                                                                                                                                   Number
	 	 	Date of
 Insider
                                                                                                                                                     Letter
	 
	 	 	 	 	 	 	 	 	 	 
	Monument Capital Group SPAC I LLC
 c/o Pacific Monument Acquisition Corporation
 800 Third Avenue


New York, New York 10022
	 	 	532,450	 	 	 	1	 	 	 	____________,2012	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Seaport Group LLC Profit Sharing Plan
 c/o Pacific Monument Acquisition Corporation
 800 Third Avenue


New York, New York 10022
	 	 	249,780	 	 	 	2	 	 	 	____________,2012	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Armory Master Fund Ltd.
 c/o Pacific Monument Acquisition Corporation
 800 Third Avenue


New York, New York 10022
	 	 	200,100	 	 	 	3	 	 	 	____________,2012	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific Capital Partners & Associates Limited
 c/o Pacific Monument Acquisition Corporation
 800 Third Avenue


New York, New York 10022
	 	 	167,670	 	 	 	4	 	 	 	____________,2012