EXHIBIT
      10.12


    


    


    


    Subscription
      Agreement

    


     

    As
      of
      ______________, 2008

    


    To
      the
      Board of Directors of 

    Staccato
      Acquisition Corp.:

    


    Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase _________ Warrants
      (“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of
      common stock, par value $0.0001 per share, of Staccato Acquisition Corp. (the
      “Corporation”) for an aggregate 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 the underwriters
      set forth in the Company’s IPO prospectus included in the Registration
      Statement, for which EarlyBirdCapital, Inc. (“EBC”) is acting as representative.
      The Insider Warrants will be sold to the undersigned on a private placement
      basis and not part of the IPO.  Except as set forth herein, the Insider
      Warrants shall be identical to 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 Graubard Miller (“GM”) to hold in a non-interest
      bearing account until the Corporation consummates the IPO. Simultaneously with
      the consummation of the IPO, GM 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 American Stock Transfer & Trust Company. In the event that
      the IPO is not consummated within 14 days of the date the Purchase Price is
      delivered to GM, GM shall return the Purchase Price to the undersigned, without
      interest or deduction.

    


    The
      undersigned represents and warrants that he has been advised that the Insider
      Warrants (including the underlying shares of common stock) have not been
      registered under the Securities Act; that he is acquiring the Insider Warrants
      for his account for investment purposes only; that he has no present intention
      of selling or otherwise disposing of the Insider Warrants in violation of the
      securities laws of the United States; that he 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 he is familiar with the
      proposed business, management, financial condition and affairs of the
      Corporation.

    


    Moreover,
      the undersigned agrees that he shall not sell or transfer the Insider Warrants
      or any underlying securities (except (i)
      to
      another officer or director of the Company, (ii) to relatives and trusts for
      estate planning purposes, (iii) by virtue of the laws of descent and
      distribution upon death, (iv) pursuant to a qualified domestic relations order
      or (v) to an entity’s members upon its liquidation to the extent the Insider
      Warrants are subsequently transferred to an entity, in each case, subject to
      the
      transferee agreeing to such transfer restrictions)
      until
      after the Corporation consummates a merger, capital stock exchange, asset
      acquisition or other similar business combination with an operating business
      (“Business Combination”) meeting the requirements set forth in the Registration
      Statement 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 the Insider Warrants will be
      exercisable on a cashless basis and, in the event the Company calls the Warrants
      for redemption pursuant to that certain Warrant Agreement to be entered into
      by
      the Company and American Stock Transfer & Trust Company in connection with
      the Company’s IPO, shall not be redeemable by the Company so long as such
      Insider Warrants are held by the undersigned or his permitted
      transferees.

    


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

    


     

    Very
      truly yours,   

     

     

    


    [Purchaser]

    


    Agreed
      to:

    


    Staccato
      Acquisition Corp.

    


    


    By:
      ________________________________

    Name:
      

    Title:
      

    


    


    Graubard
      Miller

    


    


    


    By:
      ________________________________

    Name:
      

    Title:
      

    


    


    EarlyBirdCapital,
      Inc. 

    
 

    


    By:
      ________________________________

    Name:
      

    Title: