EXHIBIT
      10.8

    
 

    SECURITIES
      ESCROW AGREEMENT

     

    SECURITIES
      ESCROW AGREEMENT, dated as of _____________, 2008 (“Agreement”), by and among
      STACCATO ACQUISITION CORP., a Delaware corporation (“Company”), ERIC S.
      ROSENFLED, ROSENFELD 1991 CHILDREN’S TRUST, ARNAUD AJDLER, DAVID D. SGRO,
      GREGORY R. MONAHAN, DAVID
      L.
      MCAUSLAND, LOUIS LAPORTE, WILLIAM J. CATACOSINOS
      and JOEL
      M. GREENBLATT (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER
& TRUST COMPANY, a New York corporation (“Escrow Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated __________, 2008
      (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      6,125,000 units (“Units”) of the Company, plus up to an additional 918,750 Units
      pursuant to an over-allotment option granted to the Underwriters. Each Unit
      consists of one share of the Company’s common stock, par value $.0001 per share
      (“Common Stock”), and one warrant (“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. 333-151642) 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 Units of the Company, as set forth opposite their respective
      names
      in Exhibit A attached hereto (collectively “Escrow Securities”), in escrow as
      hereinafter provided.

     

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

     

    3.  Disbursement
      of the Escrow Securities.
      

     

    3.1  The
      Escrow Agent shall hold the Escrow Securities until the date that is one year
      after the consummation of a Business Combination (as defined in the Company’s
      amended and restated certificate of incorporation) (“Escrow Period”), on which
      date it shall, upon written instructions from each Initial Stockholder, disburse
      each of the Initial Stockholder’s Escrow Securities (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 Securities
      held
      pursuant to this agreement; provided, further, that if the Underwriters do
      not
      exercise their over-allotment option to purchase an additional 918,750 Units
      of
      the Company (as described in the Prospectus) in full, the Initial Stockholders
      agree that no later than by the end of the 45-day period in which the
      Underwriters may exercise their over-allotment option, the Company shall give
      the Escrow Agent written notice with respect to the amount, if any, of the
      over-allotment that was exercised by the Underwriters and, upon such notice,
      the
      Escrow Agent shall return to the Company for cancellation, at no cost, the
      number of Escrow Securities and Escrow Warrants held by each Initial Stockholder
      determined by multiplying (a) the product of (i) 229,687, multiplied
      by (ii) a fraction, (x) the numerator of which is the number of Escrow
      Securities held by each Initial Stockholder, and (y) the denominator of
      which is the total number of Escrow Securities, by (b) a fraction,
      (i) the numerator of which is 918,750 minus the number of Units purchased
      by the Underwriters upon the exercise of their over-allotment option, and
      (ii) the denominator of which is 918,750; provided further, however, that
      if, after the Company consummates a Business Combination (as such term is
      defined in the Company’s amended and restated certificate of incorporation),
      (i) 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 or (ii) the last sales price
      of the Common Stock equals or exceeds $11.50 per share for any 20 trading days
      within any 30-trading day period after the consummation of the Business
      Combination, then the Escrow Agent will, upon receipt of a certificate, executed
      by the Chairman of the Board, 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 Securities to the Initial Stockholders. The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Securities in accordance with this
      Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2  If
      the
      Company consummates a Business Combination in which more than a total of 35%
      of
      the shares of Common Stock sold in the IPO are either (i) purchased by the
      Company prior to the consummation of such Business Combination or (ii)
voted
      by
      the holders of such shares against a proposed Business Combination with a
      corresponding exercise of conversion rights and such Business Combination is
      consummated
      (each as
      described more fully in the Prospectus), the Escrow Agent shall, upon receipt
      of
      written instructions from the Company, return to the Company for cancellation
      the number of Escrow Securities which results in the Initial Stockholders
      collectively owning no more than 27.9% of the Company’s outstanding shares of
      Common Stock immediately prior to the consummation of such Business Combination
      (without giving effect to any shares of Common Stock that might be issued in
      connection with the Business Combination). Such instructions shall set forth
      both the aggregate number of shares of Common Stock that were purchased or
      are
      being converted into cash and the number of Escrow Securities to be delivered
      to
      the Company for cancellation.

     

    4.  Rights
      of Initial Stockholders in Escrow Securities.
      

     

    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 Securities.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Securities 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 Securities” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3  Restrictions
      on Transfer.
      During
      the escrow period, the only permitted transfers of the Escrow Securities will
      be
      (A) pledges to secure obligations incurred in connection with purchases of
      the
      Company’s securities or (B) transfers (i) to the Company’s officers and
      directors, (ii) to an entity’s members upon its liquidation, (iii) by bona fide
      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 for estate planning purposes, (iv) by virtue of
      the laws of descent and distribution upon death of any Initial Stockholder
      or
      (v) 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 Securities. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.4  Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with EBC 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 Securities 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 Securities or it may deposit the Escrow Securities with the clerk
      of
      any appropriate court or it may retain the Escrow Securities 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
      Securities 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 reasonable 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 Securities 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 Securities 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 and all right, title, interest or claim of any
      kind (each, a “Claim”) in or to any distribution of the Trust Account (as
      defined in the 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. 

     

    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 EBC. 

     

    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. 

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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: 

    


    Staccato
      Acquisition Corp.

    825
      Third
      Avenue, 40th Floor

    New
      York,
      New York 10022

    Attn: Eric
      S.
      Rosenfeld

    


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

    


    and
      if to
      the Escrow Agent, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn: 

    


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

     

    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
       David
      Alan Miller, Esq.

     

    and:

    


    EarlyBirdCapital,
      Inc. 

    275
      Madison Avenue

    New
      York,
      New York 10016

    Attn:
       Steven
      Levine

    


    and:

    


    Greenberg
      Traurig, LLP

    Met
      Life
      Building

    200
      Park
      Avenue

    New
      York,
      New York 10166

    Attn: Robert
      H.
      Cohen, 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(s) specified in the
      Prospectus.

     

    6.8  Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which may be
      delivered by facsimile transmission and each of which shall constitute an
      original, and together shall constitute but one instrument. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

    


    STACCATO
      ACQUISITION CORP.

    


    


    By: __________________________

    Name:

    Title:

     

    


    INITIAL
      STOCKHOLDERS:

    


    ROSENFELD
      1991 CHILDREN’S TRUST

    


    


    


    By: ______________________________

    Name:

    Title:

     

    


    ______________________________

    ERIC
      S.
      ROSENFLED

     

    


    ______________________________

    ARNAUD
      AJDLER

     

    


    ______________________________

    DAVID
      D.
      SGRO

     

    


    ______________________________

    GREGORY
      R. MONAHAN

     

    


    ______________________________

    DAVID
      L.
      MCAUSLAND

     

    


    ______________________________

    LOUIS
      LAPORTE

    


    


    ______________________________

    WILLIAM
      J. CATACOSINOS

     

    


    


    ______________________________

    JOEL
      M.
      GREENBLATT

     

    


    


    AMERICAN
      STOCK TRANSFER & TRUST COMPANY

    


    


    By:________________________________

    Name:
      

    Title:
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    
      	
              Name
                and Address of 

              Initial
                Stockholder 

            	
              Number

              of
                Escrow Securities

            	
              Unit

              Certificate
                Number

            	
              Date
                of

              Insider
                Letter

            
	 	 	 	 
	
              Eric
                S. Rosenfeld

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              1,008,749

            	
              1

            	
              _________,
                2008

            
	 	 	 	 
	
              Rosenfeld
                1991 Children’s Trust

              c/o
                Eric S. Rosenfeld

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              250,000

            	
              2

            	
              _________,
                2008

            
	 	 	 	 
	
              Arnaud
                Ajdler

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              176,094

            	
              3

            	
              _________,
                2008

            
	 	 	 	 
	
              David
                D. Sgro

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              88,047

            	
              4

            	
              _________,
                2008

            
	 	 	 	 
	
              Gregory
                R. Monahan

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              88,047

            	
              5

            	
              _________,
                2008

            
	 	 	 	 
	
              David
                L. McAusland 

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              37,500

            	
              6

            	
              _________,
                2008

            
	 	 	 	 
	
              Louis
                Laporte

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              37,500

            	
              7

            	
              _________,
                2008

            
	 	 	 	 
	
              William
                J. Catacosinos

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              37,500

            	
              8

            	
              _________,
                2008

            
	 	 	 	 
	
              Joel
                M. Greenblatt

              825
                Third Avenue, 40th Floor

              New
                York, New York 10022

            	
              37,500

            	
              9

            	
              _________,
                2008

            


    

    


     

    
7