Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of [●], 2021 (this “Agreement”), by and among ARISZ ACQUISITION CORP., a Delaware corporation (“Company”),
and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [●], 2021 (“Underwriting Agreement”), with Chardan Capital Markets
LLC, acting as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 6,000,000 units (“Units”) of the Company,
plus an additional 900,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share
of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20)
of one share of Common Stock upon the consummation of an initial business combination and one warrant entitling the holder thereof to
purchase three-fourths (3/4) of one share of Common Stock at an exercise price of $11.50 per share, all as more fully described in the
Company’s final Prospectus, dated [●], 2021 (“Prospectus”), comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-260644) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [●], 2021.


 


WHEREAS, the Initial Stockholders
have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus), as set forth opposite
their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow
as hereinafter provided.


 


WHEREAS, the Company and the
Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Initial Stockholders 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
Shares. On or prior to the date hereof, each of the Initial Stockholders delivered to the Escrow Agent certificates representing
such Initial Stockholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed subject to
the terms and conditions of this Agreement. Each of the Initial Stockholders acknowledges that the certificate representing such
Initial Stockholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3. Disbursement of the
Escrow Shares.


 


3.1 The Escrow Agent shall
hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of
the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business
combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date
on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business
Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial
Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon
completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Stockholder’s Escrow Shares (and any
applicable share power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to
Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates
an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange
or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common
Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board,
Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that
such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial
Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares
in accordance with this Section 3.1.


 






     


     


    

 


3.2 Notwithstanding Section 3.1,
if the Underwriters do not exercise their over-allotment option to purchase an additional 900,000 Units of the Company in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Stockholders agree that the Escrow Agent
shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Stockholders listed on Exhibit B determined
by multiplying (a) the product of (i) 225,000 multiplied by (ii) a fraction, (x) the numerator of which is the number
of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction,
(i) the numerator of which is 900,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 900,000. The Company shall promptly provide notice to the Escrow Agent of the expiration
or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection
with their exercise thereof.




 


4. Rights of Initial Stockholders
in Escrow Shares.


 


4.1 Voting Rights as
a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote 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 the Escrow
Shares shall be paid to the Initial Stockholders, 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 “Escrow 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 Escrow Shares will be (1) to the
Company’s pre-IPO stockholders or their respective affiliates or members, or to the Company’s offices, directors,
advisors and employees, (2) transfers to the Initial Stockholder’s affiliates or its members upon its liquidation,
(3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death
of the Initial Stockholder, (5) pursuant to a qualified domestic relations order, (6) by private sales made at prices no
greater than the price at which the Insider Shares were originally purchased or (7) to the Company for the cancellation of up
to 225,000 shares of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment option is not
exercised in full or in part or in connection with the consummation of the Company’s initial Business Combination, in each
case (except for clause 7 or with the Company’s prior consent) on the condition that such transfers may be implemented
only upon the respective permitted transferee’s written agreement to be bound by the terms and conditions of this Agreement
and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.


  


4.4 Insider Letters. Each
of the Initial Stockholders has executed a letter agreement with the Company and the Representative, dated as indicated on Exhibit C hereto,
and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company.


 






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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 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. The
Escrow Agent shall be indemnified and held harmless by the Company 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 Escrow
Shares held by it hereunder, other than expenses or losses arising from the gross negligence 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 Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow 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 Escrow 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 the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all 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, the Company and the Initial Stockholders 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.


  


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 over, to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. 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 Escrow Shares with any court it reasonably deems appropriate.


 


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 the other parties hereto, jointly; provided, however, that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided in Section 5.5.


 


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


 


5.8 Waiver. The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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6. Miscellaneous.


 


6.1 Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be construed 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.


 


6.2 Third-Party Beneficiaries. Each
of the Initial Stockholders hereby acknowledges that the Representative is a third-party beneficiary of this Agreement and this Agreement
may not be modified or changed without the prior written consent of the Representative.


 


6.3 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 not be changed or modified except by an instrument in writing signed by the party to the charged.


 


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


 


6.5 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; provided, that the Escrow Agent may not assign this Agreement without the prior written consent of the Company.


  


6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, or by e-mail as described
below, and shall be deemed given when so delivered personally or by e-mail or, if mailed or sent by private national courier service,
two days after the date of mailing or the date of delivery to the private national courier service, as follows:


 


	 	If to the Company, to:	Arisz Acquisition Corp.


199 Water St, 31st Floor


New York, NY 10038


Attn: Echo Hindle-Yang, Chief Executive Officer


E-mail: hindleyang@msqventures.com


 


If to an Initial Stockholder, to such Initial Stockholder’s
address set forth in Exhibit A.


 


	 	If to the Escrow Agent, to:	Continental Stock Transfer & Trust Company


1 State Street


New York, New York 10004


Attention: Francis Wolf


E-mail: fwolf@continentalstock.com


 


A copy (which copy shall not constitute
notice) sent hereunder shall be sent to:


 


Chardan Capital Markets LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


	 	and:	Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser


E-mail: sneuhauser@egsllp.com


 






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	 	and:	Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Mitchell S. Nussbaum, Esq. and Alex Weniger-Araujo, Esq.


E-mail: mnussbaum@loeb.com; aweniger@loeb.com


 


The parties hereto consent
to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below the respective party’s
name in this Section 6.6. To the extent that any notice given by means of electronic transmission is returned or undeliverable for
any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and
such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other
parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. 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 Liquidation of the
Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


  


[Signature Page Follows]


 




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


 


	 	COMPANY:
	 	 
	 	ARISZ ACQUISITION CORP.
	 	 	                            
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	INITIAL STOCKHOLDERS:
	 	 	 
	 	 
	 	Name:
	 	Title:
	 	 	 
	 	 
	 	Name:
	 	Title:
	 	 	 
	 	 
	 	Name:
	 	Title:


 


	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	                              
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Stock Escrow Agreement]


 




     


     


    

 


EXHIBIT A


 


Initial Stockholders


 


	Name and Address of Initial Stockholder	 	Number of Shares	 	Date of Insider Letter
	 	 	 	 	 


 




     


     


    

 


EXHIBIT B


 


Escrow Shares Subject to Forfeiture


 


Arisz Investment LLC – [_] shares


 




     


     


    

 


EXHIBIT C


 


Insider Letter


 


Insider Letter Agreement by and among the Company,
Chardan Capital Markets LLC and the Company’s officers, directors and stockholders, dated [●], 2021.