Exhibit 10.11


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of November 5, 2021 (“Agreement”), by and among Motion Acquisition Corp. (to be renamed DocGo Inc.), a Delaware
corporation (“Parent”), Motion Acquisition LLC, a Delaware limited liability company (“Sponsor”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).


 


WHEREAS, prior to Parent’s
initial public offering, Sponsor purchased 2,875,000 shares of Parent’s Class B common stock, par value $0.001 per share (“Parent
Class B Common Stock”);


 


WHEREAS, Parent entered into
that certain Merger Agreement (the “Merger Agreement”), dated as of March 8, 2021, by and among Parent, Motion Merger
Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Ambulnz, Inc., a Delaware
corporation (the “Company”) pursuant to which, on or about the date hereof, Merger Sub will merge (the “Merger”)
with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”);


 


WHEREAS, on August 24, 2021,
the Sponsor elected to convert all 2,875,000 shares of Parent Class B Common Stock owned by the Sponsor into an aggregate of 2,875,000
shares of Class A Common Stock, par value $0.0001, of Parent (the “Parent Common Stock”) on a one-to-one basis;


 


WHEREAS, pursuant to Section
1.9 of the Merger Agreement, and as a material inducement to the Company to enter into the Merger Agreement, Sponsor is required to place
up to 575,000 shares of Parent Common Stock, less any adjustments pursuant to the A&R Sponsor Agreement (the “Sponsor Earnout
Shares”) into escrow upon the terms and conditions hereof;


 


WHEREAS, pursuant to that
certain Amended and Restated Sponsor Agreement, dated November 4, 2021, by and among Motion, Sponsor and the Company (the “A&R
Sponsor Agreement”), Sponsor agreed to, among other things, place up to an additional 675,000 shares of Parent Common Stock
(such shares, the “Additional Earnout Shares”) into escrow upon the terms and conditions hereof and thereof; and


 


WHEREAS, Parent and Sponsor
desire that the Escrow Agent accept the Sponsor Earnout Shares and Additional Earnout Shares in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. Parent and Sponsor 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 Shares.
Immediately prior to the effective time of the Merger, the Sponsor Earnout Shares and Additional Earnout Shares shall be deposited in
escrow, to be held and disbursed subject to the terms and conditions of this Agreement.


 


3. Disbursement of
the Sponsor Earnout Shares and Additional Earnout shares.


 


3.1 Unless released pursuant
to Section 3.2, the Sponsor Earnout Shares and Additional Earnout Shares shall be held in escrow: (a) with respect to 287,500 of
the Sponsor Earnout Shares, less any adjustments pursuant to the A&R Sponsor Agreement (the “First Sponsor Earnout Shares”),
from the date hereof until the third anniversary of the Closing Date (such period, the “First Earnout Period”), (b)
with respect to the remaining 287,500 of the Sponsor Earnout Shares, less any adjustments pursuant to the A&R Sponsor Agreement (the
“Second Sponsor Earnout Shares”), from the date hereof until the fifth anniversary of the Closing Date (such period,
the “Second Earnout Period”), and (c) with respect to the Additional Earnout Shares, from the date hereof until such
period as specified in Section 3.2(c) (such periods, the “Additional Earnout Periods” and, together with the
First Earnout Period and Second Earnout Period, the “Escrow Period”). In the event that any First Sponsor Earnout Shares
are still held in escrow at the end of the First Earnout Period, or any Second Sponsor Earnout Shares are still held in escrow at the
end of the Second Earnout Period, or any Additional Earnout Shares are still held in escrow at the end of the applicable Additional Earnout
Period, those Sponsor Earnout Shares or Additional Earnout Shares, as applicable, will automatically and without further action by Sponsor
be forfeited and delivered by the Escrow Agent to Parent for cancellation by Parent.


 






     


     


    

 


3.2 The Escrow Agent shall release
the Sponsor Earnout Shares and Additional Earnout Shares from escrow as follows:


 


(a) the
First Sponsor Earnout Shares shall be released from escrow if the closing price of the Parent Common Stock equals or exceeds $12.50 per
share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty
(30)-trading-day period during the First Earnout Period;


 


(b) the
Second Sponsor Earnout Shares shall be released from escrow if the closing price of the Parent Common Stock equals or exceeds $15.00 per
share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty
(30)-trading-day period during the Second Earnout Period.


 


(c) Additional
Earnout Shares shall be released from escrow upon satisfaction of any of the following conditions (each, an “Additional Earnout
Condition”):


 


(i) twenty-five
percent (25%) of the Additional Earnout Shares shall be released from escrow if the closing price of the Parent Common Stock equals or
exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading
days in a thirty (30)-trading-day period at any time after the Closing Date and by the first anniversary of the Closing Date.


 


(ii) an
additional twenty-five percent (25%) of the Additional Earnout Shares shall be released from escrow if the closing price of the Parent
Common Stock equals or exceeds $15.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations)
on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the third anniversary of
the Closing Date.


 


(iii) an
additional twenty-five percent (25%) of the Additional Earnout Shares shall be released from escrow if the closing price of the Parent
Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations)
on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the third anniversary of
the Closing Date.


 


(iv) the
remaining twenty-five percent (25%) of the Additional Earnout Shares shall be released from escrow if the closing price of the Parent
Common Stock equals or exceeds $21.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations)
on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and by the fifth anniversary of
the Closing Date.


 


(v) For
the avoidance of doubt, each Additional Earnout Condition will be evaluated on a stand-alone basis, without reference to any other Additional
Earnout Condition.


 


3.3 Upon the achievement of
any of the conditions set forth in Section 3.2 above, Parent shall promptly provide notice to the Escrow Agent, in form reasonably
acceptable to the Escrow Agent, and the Escrow Agent shall promptly disburse the applicable Sponsor Earnout Shares and/or Additional Earnout
Shares to the Sponsor.


 


3.4. The Escrow Agent shall
have no further duties hereunder after the disbursement of the Sponsor Earnout Shares in accordance with this Section 3.


 


4. Rights of Sponsor
in Sponsor Earnout Shares and Additional Earnout Shares.


 


4.1 Voting Rights as
a Stockholder. Sponsor shall retain all of its rights as a stockholder of Parent with respect to the Sponsor Earnout Shares and Additional
Earnout Shares as long as any such Sponsor Earnout Shares or Additional Earnout Shares are held in escrow pursuant to this Agreement,
including, without limitation, the right to vote such Sponsor Earnout Shares and Additional Earnout Shares.


 






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4.2 Dividends and Other
Distributions in Respect of the Sponsor Earnout Shares and Additional Earnout Shares. For as long as any Sponsor Earnout Shares or
Additional Earnout Shares are held in escrow pursuant to this Agreement, all dividends payable in cash with respect to the Sponsor Earnout
Shares and Additional Earnout Shares shall be paid to Sponsor, 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 “Sponsor
Earnout Shares” 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 Sponsor Earnout Shares and Additional Earnout Shares will
be to: (i) Parent or an Affiliate of Parent, (ii) Sponsor’s members upon Sponsor’s liquidation or (iii) an entity, if such
entity’s equity securities are 100% owned by Sponsor or its members; provided, however, that except with Parent’s prior written
consent, such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the
terms and conditions of this Agreement; provided that, for the avoidance of doubt and notwithstanding any such permitted transfer, such
Sponsor Earnout Shares and Additional Earnout Shares shall be held in escrow during the Escrow Period until released or forfeited in accordance
with Section 3 hereof.


 


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 in good faith 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.
Subject to Section 5.7 below, the Escrow Agent shall be indemnified and held harmless by Parent from and against any expenses,
including reasonable 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 Sponsor Earnout Shares and Additional Earnout Shares held by it hereunder, other than expenses or losses
arising from the gross negligence, fraud 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 Sponsor Earnout Shares and Additional Earnout Shares
or it may deposit the Sponsor Earnout Shares and Additional Earnout Shares with the clerk of any appropriate court or it may retain the
Sponsor Earnout Shares and Additional Earnout Shares 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 Sponsor Earnout Shares and Additional Earnout Shares 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 Parent for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from Parent for all reasonable and documented 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.


 


5.4 Further Assurances.
From time to time on and after the date hereof, Parent and Sponsor 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.


 






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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 the Sponsor Earnout Shares and Additional Earnout Shares over to a successor escrow agent appointed by
Parent and approved by each of Sponsor and the Company, which approval will not be unreasonably withheld, conditioned or delayed. 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 Sponsor Earnout Shares and Additional Earnout Shares with any court it reasonably deems appropriate in the State of New York.


 


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 all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of
a successor escrow agent selected by Parent and approved by each of Sponsor and the Company, which approval will not be unreasonably withheld,
conditioned or delayed.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or
willful misconduct.


 


6. Miscellaneous.


 


6.1 Governing Law.
This 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 parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives
the right to trial by jury.


 


6.2 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 only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


6.3 Headings. The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.4 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.


 


6.5 Third Party Beneficiaries.
Each of the parties to this Agreement acknowledges that the Company is an intended third party beneficiary of this Agreement.


 


6.6 Notices. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or
by facsimile transmission:


 


If to Parent, to:


 


DocGo, Inc.


35 West 35th Street, 6th Floor

New York, NY 10001

Attention: Stan Vashovsky

Email: stan@ambulnz.com


 






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If to Sponsor, to:


 


Motion Acquisition Sponsor, LLC


c/o Graubard Miller


The Chrysler Building


405 Lexington Ave, 11th Floor


New York, NY 10174


Attention: Michael Burdiek

Email: mburdiek@motionacquisition.com


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer & Trust
Parent


1 State Street, 30th Floor


New York, New York 10004


Attn: Client Administration Dept.


Email: accountadmin@continentalstock.com


 


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


 


Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166


	 	Attention:	George Stamas
	 	 	William Sorabella
	 	 	Evan M. D’Amico
	 	Email:	gstamas@gibsondunn.com
	 	 	wsorabella@gibsondunn.com
	 	 	edamico@gibsondunn.com



 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq. / Jeffrey
M. Gallant, Esq.


Email: dmiller@graubard.com / jgallant@graubard.com


 


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


 


[Signature Page Follows]


 






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


 


	 	MOTION ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael Burdiek
	 	Name:	Michael Burdiek
	 	Title:	CEO
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Erika Young                    
	 	Name: 	Erika Young 
	 	Title:	Vice President
	 	 	 
	 	MOTION ACQUISITION, LLC 
	 	 	 
	 	By:	/s/ Rick Vitelle
	 	Name:	Rick Vitelle
	 	Title:	Managing Member



 


[Signature Page to Stock Escrow Agreement]