Stock Escrow Agreement Between American Stock Tranfer & Trust Company

Exhibit 10.10

SECURITIES ESCROW AGREEMENT

THIS SECURITIES ESCROW AGREEMENT, dated as of , 2007 (this " Agreement" ), by and among Heckmann Corporation, a Delaware corporation (the " Company" ), each of the parties set forth on Exhibit A annexed hereto (collectively the " Private Investors" ) and American Stock Transfer & Trust Company (the " Escrow Agent" ). WHEREAS, the Company has entered into an Underwriting Agreement, dated , 2007 (the " Underwriting Agreement" ), with Credit Suisse Securities (USA) LLC (" Credit Suisse" ) and Roth Capital Partners, LLC acting as underwriters (collectively, the " Underwriters" ), pursuant to which, among other matters, the Underwriters have agreed to purchase 62,500,000 units of the Company plus an additional 9,375,000 units if the Underwriters exercise their over-allotment option. The Company' s units (the " Units" ) each consist of one share of the Company' s common stock, par value $0.001 per share (the " Common Stock" ), and one warrant (the " Warrant" ) exercisable to purchase one share of Common Stock, all as more fully described in the Company' s final Prospectus, dated , 2007, comprising part of the Company' s Registration Statement on Form S-1 (File No. 333- ) (the " Registration Statement" ) filed under the Securities Act of 1933, as amended, and declared effective by the Securities and Exchange Commission on , 2007 (the " Effective Date" ); WHEREAS, each of the Private Investors has agreed as a condition of the Underwriters' purchase of the Units to deposit its Units purchased on June 21, 2007, as set forth opposite each Private Investor' s name on Exhibit A attached hereto (the " Founders' Units" ), in escrow as hereinafter provided; WHEREAS, Heckmann Acquisition, LLC, a Delaware limited liability company (" Acquisition" ) has agreed as a condition of the Underwriters' purchase of the Units to purchase 4,500,000 Warrants for $1.00 per Warrant (the " Private Placement Warrants" ) immediately prior to and subject to the closing (the " Closing" ) of the Company' s initial public offering (the " Offering" ) and to deposit such Private Placement Warrants in escrow as hereinafter provided;

WHEREAS, the Private Investors have agreed as a condition of the Underwriters' purchase of the Units to purchase an aggregate of 687,500 units for $8.00 per unit (the " Private Placement Units" and collectively with the Founders' Units, the Private Placement Warrants and the shares of Common Stock underlying such Units and Warrants, the " Escrow Securities" ) immediately prior to and subject to the Closing and to deposit such Private Placement Units in escrow as hereinafter provided; and

WHEREAS, the Company and the Private Investors 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 Private Investors 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 .

2.1. Founders' Units . On or before the Effective Date, each of the Private Investors shall deliver to the Escrow Agent certificates representing such Private Investor' s respective Founders' Units as set forth opposite their respective names on Exhibit A hereto, which certificates shall remain in the name of such Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. Each Private Investor acknowledges that the certificate representing such Private Investor' s Founders' Units bears a legend to reflect the deposit of such Founders' Units under this Agreement.


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2.2 Private Placement Securities . Promptly following the consummation of the Offering, each of the Private Investors shall deliver to the Escrow Agent certificates representing such Private Investor' s respective Private Placement Units and Private Placement Warrants as set forth opposite their respective names on Exhibit A attached hereto, which certificates shall remain in the name of such Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. Each Private Investor acknowledges that the certificates representing such Private Investor' s Private Placement Units and Private Placement Warrants shall bear a legend to reflect the deposit of such securities under this Agreement. 3. Disbursement of the Escrow Securities . The Escrow Agent shall hold the Founders' Units and Private Placement Units (together, the " Escrow Units" ) until the first anniversary of the consummation of a Business Combination (as such term is defined in the Amended and Restated Articles of Incorporation of the Company) and shall hold the Private Placement Warrants until the 90 th day after the consummation of a Business Combination (each such period, an " Escrow Period" ); provided, however, that if the over-allotment granted to the Underwriters pursuant to the Underwriting Agreement is not exercised in full prior to the expiration of the over-allotment option, then the Escrow Agent shall release to the Company such number of Founders' Units as directed in writing by the Company. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon the completion of each Escrow Period, the Escrow Agent shall automatically disburse the applicable Escrow Securities to each Private Investor upon receipt of written request therefor from the Company; provided, however , that in the event the Closing does not occur prior to the two-year anniversary of the Effective Date, then the Escrow Agent shall promptly release the Escrow Securities to the Private Investors; provided further, however , that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company has been liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Founders' Units and the Private Placement Warrants and shall promptly release the Private Placement Units to the Private Investors; provided further, however , that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the Business Combination so that they can similarly participate, and upon receipt thereof, the Private Investors shall deposit such securities into escrow with the Escrow Agent for the remainder of the applicable Escrow Periods; and provided further, however , that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer of the Company, that such transaction is then being consummated, release the Escrow Securities to the Private Investors immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall act as soon as reasonably possible following the receipt of the certificate, and shall not be held liable for any delay in sending the Escrow Securities caused by the late receipt of the certificate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Securities after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.


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