Exhibit 10.4


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of March 2, 2016 (this “Agreement”), is made by and among Jensyn Acquisition Corp., a Delaware corporation
(“Company”), Jensyn Capital LLC, a Delaware limited liability company, Jeffrey J. Raymond, Rebecca Irish, Joseph Raymond
Peter Underwood, Philip Politziner, Joseph Anastasio, Richard C. Cook, J.D. Gardner and Katherine Lockwood (the “Initial
Stockholders” and each an “Initial Stockholder”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York
corporation (“Escrow Agent”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated as of March 2, 2015 (the “Underwriting Agreement”), with Chardan
Capital Markets, LLC (“CCM”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 3,900,000 units (“Units”) of the Company,
plus an additional 585,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share
of common stock of the Company, par value $0.0001 per share (“Common Stock”), one right (a “Right”) to
receive one-tenth of one share of Common Stock upon the Company’s initial business combination and one warrant (a “Warrant”)
to purchase one-half of one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated March
2, 2016 (the “Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-
208159) under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective on March 2,
2016 (the “Effective Date”);


 


WHEREAS, the Initial
Stockholders have agreed as a condition of the sale of the Units to deposit the aggregate 1,121,250 shares of Common Stock held
by the Initial Stockholders prior to the Company’s initial public offering as set forth opposite their respective names in
Exhibit A attached hereto (the “Escrow Shares”) in escrow as hereinafter provided; and


 


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 each of 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 before the Effective Date, each of the Initial Stockholders
shall deliver to the Escrow Agent certificates representing the Escrow Shares, together with applicable stock powers, to be held
and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Stockholder acknowledges that the certificate
representing the 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) one year after the date of the
consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business
Combination”), (y) the date on which the closing price of the Company’s 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 Business Combination and (z) the date of consummation of a Sale Transaction, and
(ii) for the remaining 50% of the Escrow Shares, ending on the earlier of (x) one year after the date of the consummation of a
Business Combination and (y) the date of consummation of a Sale Transaction. For purposes hereof, a “Sale Transaction”
means a liquidation, merger, stock exchange or other similar transaction subsequent to the Company’s initial Business Combination
which results in all of the stockholders of the Company or such other entity surviving the Business Combination having the right
to exchange their shares of Common Stock for cash, securities or other property. The Company shall promptly provide notice of the
consummation of a Business Combination or a Sale Transaction to the Escrow Agent. Upon completion of the Escrow Period, the Escrow
Agent shall disburse the applicable amount of each of the Initial Stockholder’s Escrow Shares (and any applicable stock power)
to such Initial Stockholder. In addition, 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 destroy the certificates representing
the Escrow Shares. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance
with this Section 3.



 




    	 	 	 



     


    

 


		3.2.	Notwithstanding Section 3.1, if the Underwriters do not exercise in full their over-allotment option
to purchase an additional 585,000 Units of the Company within 45 days of the date of the Prospectus (as described in the Underwriting
Agreement), each of the Initial Stockholders agrees that the Escrow Agent shall return to the Company for cancellation, at no cost,
the number of Escrow Shares held by such holder determined by multiplying 150,000 by a fraction, (i) the numerator of which is
585,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 585,000. 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 Letter described in
Section 4.4 hereof and except as herein provided, each of the Initial Stockholders shall retain all of such Initial Stockholders’
rights as a stockholder 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 (i) to the Company’s officers, directors, advisors and employees at a price per share no greater than
the amount for which such shares were purchased, (ii) as a distribution to partners, members or stockholders of an Initial Stockholder
upon the liquidation and dissolution of the Initial Stockholder, (iii) by bona fide gift to a member of an Initial Stockholder’s
immediate family or to a trust, the beneficiary of which is such Initial Stockholder or a member of such Initial Stockholder’s
immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) by private sales at prices no greater than the price at which the Escrow Shares were
originally purchased or (vii) to the Company for cancellation as set forth in Section 3.2 hereof or in connection with the consummation
of a Business Combination, in each case, except for clause (vii), on the condition that such transfers may be implemented only
upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider
Letter (as defined below) 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, dated as indicated on Exhibit A hereto, and the form of which is filed as an exhibit to the Registration Statement (the
“Insider Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but
not limited to the liquidation of the Company.



 


		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.



 




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		5.2.	Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company
from and against any expenses, including 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 compensation from the Company for all
services rendered by it hereunder as set forth in Exhibit B. The Escrow Agent shall also be entitled to reimbursement from the
Company for all reasonable 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 each
of 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
Underwriters are third party beneficiaries of this Agreement and that this Agreement may not be modified or changed without the
prior written consent of CCM.



 


		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.



 


		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, and shall be deemed given when so delivered personally or, if mailed, two days after
the date of mailing, as follows:



 


If to the Company, to:


 


Jensyn Acquisition Corp.


800 West Main Street, Suite
204


Freehold, New Jersey 07728


Attn: Jeffrey J. Raymond, Chief
Financial Officer and Secretary


 


 


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


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th
Floor


New York, New York 10004


Attn: Chairman


 


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


 


Chardan Capital Markets,
LLC


17 State Street, Suite
1600


New York, New York
10004


Attn: George Kaufman,
Director Investment Banking


  




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and:


 


Loeb & Loeb LLP


35 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


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:
	 	 
	 	Jensyn Acquisition Corp.
	 	 	 
	 	By:	/s/ Jeffrey J. Raymond
	 	Name: 	Jeffrey J. Raymond
	 	Title: 	President, Chief Executive Officer and Director
	 	 
	 	INITIAL STOCKHOLDERS:
	 	 
	 	Jensyn Capital LLC
	 	 	 
	 	By:	/s/ Jeffrey J. Raymond
	 	Name:	Jeffrey J. Raymond
	 	Title:	Managing Member
	 	 	 
	 	/s/Jeffrey J. Raymond
	 	Jeffrey J. Raymond
	 	 
	 	/s/ Rebecca Irish
	 	Rebecca Irish
	 	 
	 	/s/ Joseph Raymond
	 	Joseph Raymond
	 	 
	 	/s/ Peter Underwood
	 	Peter Underwood
	 	 
	 	/s/ Philip Politziner
	 	Philip Politziner
	 	 
	 	/s/ Joseph Anastasio
	 	Joseph Anastasio
	 	 
	 	/s/ Richard C. Cook
	 	Richard C. Cook
	 	 
	 	/s/ J.D. Gardner
	 	J.D. Gardner
	 	 
	 	/s/ Katherine Lockwood
	 	Katherine Lockwood


 


	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice president


 




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EXHIBIT A


 


	Name and Address of
 Initial Stockholders	 	Number
 of Shares	 	 	Date of
 Insider Letter
	Jensyn Capital LLC 
800 West Main Street, Suite 204 
Freehold, New Jersey 07728	 	 	355,000	 	 	March 2, 2016
	 	 	 	 	 	 	 
	Jeffrey J. Raymond 
1571 Loch Maree Lane, Apt. 5206 
Delray Beach, FL 33446	 	 	179,562	 	 	March 2, 2016
	 	 	 	 	 	 	 
	Rebecca Irish	 	 	 	 	 	March 2, 2016
	13242 Lake Mary Jane Road 
Orlando, FL 32832	 	 	189,562	 	 	 
	 	 	 	 	 	 	 
	Joseph Raymond	 	 	 	 	 	March 2, 2016
	4074 Scarlet Iris Place 
Winter Park, FL 32792	 	 	189,563	 	 	 
	 	 	 	 	 	 	 
	Peter Underwood 
18 Rockingham Court 
Manalapan, NJ 07726	 	 	189,563	 	 	March 2, 2016
	 	 	 	 	 	 	 
	Philip Politziner 
106 Via Florenza 
Palm Beach Gardens, FL 33413	 	 	19,000	 	 	March 2, 2016
	 	 	 	 	 	 	 
	Joseph Anastasio 
4 Applegate Terrace 
Manalapan, NJ 07726	 	 	5,000	 	 	March 2, 2016
	 	 	 	 	 	 	 
	Richard C Cook 
4789 Ashford Dunwoody Road, Suite A-508 
Atlanta, Georgia 30338 
	 	 	5,000	 	 	March 2, 2016



 




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EXHIBIT B


 


ESCROW AGENT FEES


 


$200 escrow agent fee per month.


 




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