Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of ____________,
2018 (“Agreement”), by and among Schultze Special Purpose Acquisition
Corp., a Delaware corporation (“Company”), Schultze Special Purpose
Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), the other parties named on
Exhibit A hereto (together with the Sponsor, 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 ____________, 2018 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (the
“Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 15,000,000 units (“Units”)
of the Company, plus an additional 2,250,000 Units if the Representative exercises the over-allotment option in full. Each Unit
consists of: (i) one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
and (ii) one warrant (“Warrant”), each Warrant to purchase one share of Common Stock at a price of $11.50, all
as more fully described in the Company’s final Prospectus, dated ____________, 2018 (“Prospectus”) comprising
part of the Company’s Registration Statement on Form S-1 (File No. 333- 228494) (“Registration Statement”)
pursuant to the Securities Act of 1933, as amended, declared effective on ____________, 2018 (“Effective Date”).


 


WHEREAS, the Initial Stockholders have agreed
as a condition of the sale of the Units to deposit their 4,312,500 shares of Common Stock of the Company in escrow as hereinafter
provided.


 


WHEREAS, the Company and the Initial Stockholders
desire that the Escrow Agent accept the 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 Shares. On or before the Effective Date, the Initial Stockholders have delivered to the Escrow Agent certificates (and applicable
stock powers, if requested by the Escrow Agent) representing such Initial Stockholders’ shares, to be held and disbursed
subject to the terms and conditions of this Agreement. The Initial Stockholders acknowledge that the certificates representing
such Initial Stockholders’ shares are legended to reflect the deposit of such shares under this Agreement.


 


3.            Disbursement
of the Escrow Shares.


 


3.1          If
the Underwriters do not exercise in full their over-allotment option to purchase up to an additional 2,250,000 Units of the Company
within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent
shall return to the Company for cancellation, at no cost, a number of Escrow Shares held by the Sponsor equal to the product of
(i) 562,500, multiplied by (ii) a fraction, (x) the numerator of which is 2,250,000 minus the number of shares of Common Stock
purchased by the Underwriters upon the exercise of their over-allotment option, and (y) the denominator of which is 2,250,000.
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.


 




     


     


    

 


3.2          Except
as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section
3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (x)
one year after the date of the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business combination with one or more businesses or entities (“Business
Combination”) and (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 initial Business Combination (collectively, the “Escrow
Period”). 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 stock 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 because it failed to consummate a Business
Combination within the time period specified in the Company’s amended and restated certificate of incorporation, as the same
may be further amended from time to time, then the Escrow Agent shall promptly deliver the Escrow Shares to the Initial Stockholder
(or the holder of such shares at that time); provided further, that if, within one year after the Company consummates a
Business Combination, the Company (or the surviving entity) 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 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, the Escrow Agent will release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall
have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.


 


4.            Rights
of Initial Stockholder 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, the Initial Stockholders shall retain all of their rights as a stockholder of the Company as long as any shares are held
in escrow pursuant to this Agreement, including, without limitation, the right to vote such shares.


 


4.2          Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement,
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 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 dividends payable in stock or other non-cash property
distributed thereon, if any.


 


4.3          Restrictions
on Transfer. During the Escrow Period, the only permitted transfers, assignments or sales of the Escrow Shares will be (i)
to the Company’s officers, directors, employees, consultants or their affiliates, (ii) to a holder’s officers, directors,
employees or members, in each case if the Initial Stockholder is an entity, (iii) to relatives and trusts 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) to
the Company for no value for cancellation in connection with the consummation of a Business Combination, or (vii) by private sales
made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Escrow Shares were
originally purchased; provided, however, that in each case (except for clause (vi) or with the Company’s prior
consent) such permissive 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.


 




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4.4          Insider
Letter. The Initial Stockholders have executed a letter agreement with the Company and the Representative, dated as indicated
on Exhibit A hereto, the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of the Initial Stockholders 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.


 


5.2          Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any
expenses, including reasonable counsel fees and disbursements, or losses 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.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services
rendered by it hereunder. Subject to Section 5.8 below, 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.


 




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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 and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent
is so appointed within the sixty (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 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 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, fraud or 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.


 


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. Each of the parties hereby agrees that any action, proceeding, or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such personal jurisdiction, which jurisdiction
shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


6.2          Third
Party Beneficiaries. The Initial Stockholders hereby acknowledge that the Underwriters are third party beneficiaries of this
Agreement.


 


6.3          Entire
Agreement. This Agreement and each Insider Letter contain 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 be charged.


 




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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, four business days after the date of mailing, as follows:


 


If to the Company, to:


 


Schultze Special Purpose Acquisition Corp.


800 Westchester Avenue, Suite 632


Rye Brook, NY 10573


Attn: Scarlett Du


Facsimile: (914) 701-5269


Email: sdu@samco.net


 


If to an Initial Stockholder, to its address
set forth in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Chairman


 


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


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, New York 10017


Attn: General Counsel and Investment Banking Department


Facsimile: (212) 661-0200


 


 


with a copy to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 




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and:


 


Greenberg Traurig, LLP


Met Life Building


200 Park Avenue


New York, New York 10166


Attn: Alan I. Annex, Esq.


 


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 Company’s
amended and restated certificate of incorporation.


 


6.8          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.


 


	 	 	Schultze Special Purpose Acquisition Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	INITIAL STOCKHOLDER:
	 	 	 
	 	 	Schultze Special Purpose Acquisition Sponsor, LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Manager
	 	 	 	 
	 	 	 
	 	 	Name:	William G. LaPerch
	 	 	 	 
	 	 	 
	 	 	Name:	William T. Allen
	 	 	 	 
	 	 	 
	 	 	Name:	John J. Walker
	 	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


[Signature
Page to Stock Escrow Agreement]


 




     


     


    

 


EXHIBIT A


 


	
         

        Name and Address
	 	
        Number

        of Shares
	 	
        Stock

        Certificate Number
	 	
        Date of

        Insider Letter