Exhibit 10.1



 Exhibit 10.1 
                          , 2007 
 Capitol Acquisition Corp. 
 509 7th Street, N.W. 
 Washington, D.C. 20004

 Citigroup Global Markets Inc. 
 388 Greenwich Street

 New York, New York 10013 
  

	 	Re:	Initial Public Offering 

 Gentlemen: 
 This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by
and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule
I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms
used herein are defined in paragraph 15 hereof. 
 In order to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company as follows: 
 1. If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will (i) vote all shares of Founders’ Common Stock beneficially owned by him, her or it in accordance with the majority of the votes cast by the holders of the IPO Shares and (ii) vote all other
shares of the Company’s Common Stock that may be beneficially acquired by him, her or it in the IPO, any private placement or in the aftermarket in favor of such Business Combination. 







 2. In the event that the Company fails to consummate a Business Combination within 24 months from the
effective date (“Effective Date”) of the registration statement relating to the IPO, the undersigned will, as promptly as possible, (i) cause the Trust Fund to be liquidated and distributed to the holders of IPO Shares and
(ii) cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company
as a result of such liquidation with respect to his shares of Founders’ Common Stock (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Fund for any reason whatsoever. In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered or products sold or contracted for, or by any target business, but only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply (i) if such vendor or prospective target business does not execute a valid and enforceable
agreement waiving any claims against the Trust Fund, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any warrants, all rights of which will terminate on the Company’s liquidation. 
 3. In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, the undersigned has agreed, until the
earliest of the consummation by the Company of a Business Combination, the liquidation of the Company or such time as the undersigned ceases to be an officer, to present to the Company for its consideration, prior to presentation to any other
entity, any business opportunity in excess of approximately $190 million which may reasonably be required to be presented to the Company under Delaware law, subject to any pre-existing fiduciary or contractual obligations the undersigned may have.
Decisions by the Company to release the undersigned to pursue any specific business opportunity will be made solely by a majority of the Company’s disinterested directors. 
 4. The undersigned acknowledges and agrees that prior to entering into (i) a Business Combination with a target business that is, or has been within
the past five years, affiliated with any of the Insiders or special advisors of the Company or their affiliates, including an entity that is either a portfolio company, or has otherwise received a material financial investment from, any private
equity fund or investment company (or an affiliate thereof) that is affiliated with such individuals; or (ii) a Business Combination 

  

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where the Company acquires less than 100% of a target business and any of the Insiders or special advisors of the Company or their affiliates acquire the
remaining portion of such target business; such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm that such
Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view. 
 5. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other cash payment for services rendered to the Company prior to or in connection with the
consummation of the Business Combination; provided that the Company shall be allowed to repay a non-interest bearing loan in an aggregate amount of $95,000 made to the Company by the undersigned to cover the IPO expenses. The undersigned and any
affiliate of the undersigned shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination. 
 6. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a
finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination. 
 7. The undersigned will escrow all of his shares of Founders’ Common Stock until one year after the consummation by the Company of a Business
Combination subject to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent acceptable to the Company. 
 8. The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Sponsors’ Warrants will be subject to the transfer restrictions described in the Subscription Agreement
relating to the undersigned’s Sponsors’ Warrants. 
 9. The undersigned agrees to be the Chief Executive Officer, Secretary and
Director of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and Citigroup and attached hereto as
Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K,
promulgated under the Securities Act of 1933. The undersigned’s NASD Questionnaire furnished to the Company and Citigroup and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that:

 (a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; 
  

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 (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 
 (c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked. 
 10. The undersigned has full right and power, without violating any agreement by
which he is bound, to enter into this letter agreement and to serve as Chief Executive Officer, Secretary and Director of the Company. 
 11.
The undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founders’
Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination. 
 12. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth or Seventh of the Company’s Certificate of
Incorporation prior to the consummation of a Business Combination other than an amendment to Article Sixth of the Company’s Certificate of Incorporation in accordance with such Article Sixth thereof. Should such a proposal be put before
stockholders, the undersigned hereby agrees to vote against such proposal. This paragraph may not be modified or amended under any circumstances. 
 13. In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete
such liquidation and agrees not to seek repayment for such expenses. 
 14. This letter agreement shall be governed by and construed and
enforced 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. The undersigned hereby (i) agrees that any
action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such 

  

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jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason
such agent is unable to act as such, the undersigned will promptly notify the Company and Citigroup and appoint a substitute agent acceptable to each of the Company and Citigroup within 30 days and nothing in this letter will affect the right of
either party to serve process in any other manner permitted by law. 
 15. As used herein, (i) a “Business Combination” shall
mean a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business; (ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) “Founders’ Common Stock” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
Company’s IPO; (v) “Sponsors’ Warrants” shall mean the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; and (vi) “Trust Fund” shall mean the trust fund
into which a portion of the net proceeds of the Company’s IPO will be deposited. 
 16. The undersigned acknowledges and understands
that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary
with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof. 
 17.
This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business
Combination and (ii) the liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability from any breach of this agreement prior to its termination. 
  

	
	Mark Ein
	Print Name of Insider
	
	  

	Signature


  

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