Stock Escrow Agreement

EXHIBIT 10.8 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), byand among INTERAMERICAN ACQUISITION GROUP INC., a Delaware corporation("Company"), WILLIAM C. MORRO, RICHARD N. SINKIN, RICHARD M. WOLFSON, JAMESBAZET, HERMINIO A. BLANCO MENDOZA and INTERAMERICAN CAPITAL PARTNERS II LLC(collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUSTCOMPANY, a New York corporation ("Escrow Agent"). WHEREAS, the Company has entered into an Underwriting Agreement, dated_____________, 2005 ("Underwriting Agreement"), with Granite Financial Group,Inc. ("Granite") acting as representative of the several underwriters(collectively, the "Underwriters"), pursuant to which, among other matters, theUnderwriters have agreed to purchase 15,000,000 units ("Units") of the Company.Each Unit consists of one share of the Company's common stock, par value $.0001per share ("Common Stock"), and two Warrants, each Warrant to purchase one shareof Common Stock, all as more fully described in the Company's final Prospectus,dated _____________, 2005 ("Prospectus") comprising part of the Company'sRegistration Statement on Form S-1 (File No. 333-_______) under the SecuritiesAct of 1933, as amended ("Registration Statement"), declared effective on_____________, 2005 ("Effective Date"). WHEREAS, the Initial Stockholders have agreed as a condition of thesale of the Units to deposit their shares of Common Stock of the Company, as setforth 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 theEscrow Agent accept the Escrow Shares, in escrow, to be held and disbursed ashereinafter provided. IT IS AGREED: 1. Appointment of Escrow Agent. The Company and the Initial Stockholdershereby appoint the Escrow Agent to act in accordance with and subject to theterms of this Agreement and the Escrow Agent hereby accepts such appointment andagrees to act in accordance with and subject to such terms. 2. Deposit of Escrow Shares. On or before the Effective Date, each of theInitial Stockholders shall deliver to the Escrow Agent certificates representinghis respective Escrow Shares, to be held and disbursed subject to the terms andconditions of this Agreement. Each Initial Stockholder acknowledges that thecertificate representing his Escrow Shares is legended to reflect the deposit ofsuch Escrow Shares under this Agreement. 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold theEscrow Shares until the third anniversary of the Effective Date ("EscrowPeriod"), on which date it shall, upon written instructions from each InitialStockholder, disburse each of the Initial Stockholder's Escrow Shares (and anyapplicable stock power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereofthat the Company is being liquidated at any time during the Escrow Period, thenthe Escrow Agent shall promptly destroy the certificates representing the EscrowShares; provided further, however, that if, after the Company consummates aBusiness Combination (as such term is defined in the Registration Statement), it(or the surviving entity) subsequently consummates a liquidation, merger, stockexchange or other similar transaction which results in all of the stockholdersof such entity having the right to exchange their shares of Common Stock forcash, securities or other property, then the Escrow Agent will, upon receipt ofa certificate, executed by the Chief Executive Officer or Chief FinancialOfficer of the Company, in form reasonably acceptable to the Escrow Agent, thatsuch transaction is then being consummated, release the Escrow Shares to theInitial Stockholders upon consummation of the transaction so that they cansimilarly participate. The Escrow Agent shall have no further duties hereunderafter the disbursement or destruction of the Escrow Shares in accordance withthis Section 3. 4. Rights of Initial Stockholders in Escrow Shares. 4.1 Voting Rights as a Stockholder. Subject to the terms of the InsiderLetter described in Section 4.4 hereof and except as herein provided, theInitial Stockholders shall retain all of their rights as stockholders of theCompany during the Escrow Period, including, without limitation, the right tovote 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 theEscrow Shares shall be paid to the Initial Stockholders, but all dividendspayable in stock or other non-cash property ("Non-Cash Dividends") shall bedelivered to the Escrow Agent to hold in accordance with the terms hereof. Asused herein, the term "Escrow Shares" shall be deemed to include the Non-CashDividends 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 Sharesexcept (i) by gift to a member of Initial Stockholder's immediate family or to atrust, the beneficiary of which is an Initial Stockholder or a member of anInitial Stockholder's immediate family, (ii) by virtue of the laws of descentand distribution upon death of any Initial Stockholder, or (iii) pursuant to aqualified domestic relations order; provided, however, t ...