Exhibit
10.3


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of June 4, 2020 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP, a Delaware
corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial
Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation(“Escrow Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of June 4, 2020 (“Underwriting Agreement”), with
Chardan Capital Markets LLC (“Chardan”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 5,000,000 units (“Units”) of the
Company, plus an additional 750,000 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 (the “Common Stock”) and one right to receive
one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination, all as more fully described
in the Company’s final Prospectus, dated June 4, 2020 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-238320) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on June 4, 2020 (“Effective Date”).


 


WHEREAS,
the Initial Shareholders 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 Shareholders 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 Shareholders 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 Shareholders delivered to the Escrow Agent certificates representing such Initial Shareholder’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 Shareholders acknowledges that the certificate representing such Initial Shareholder’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 Shareholder’s Escrow Shares (and any applicable
share power) to such Initial Shareholder; 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 shareholders 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 Shareholders.  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 750,000 Units of the Company in full within 45 days of the date of the Prospectus
(as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company
for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined
by multiplying (a) the product of (i) 187,500 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 750,000 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 750,000. 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.


 






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	 	4.	Rights of Initial
    Shareholders in Escrow Shares.


 


4.1      
Voting Rights as a Shareholder.  Subject to the terms
of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all
of their rights as shareholders 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 Shareholders, 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 to the Company’s offices, directors, advisors and employees, (2) if the Initial Shareholder is an entity,
as a distribution to its, partners, stockholders or members upon its liquidation, (3) by bona fide gift to a member of the Initial
Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder or a member of the Initial
Shareholder’s immediate family for estate planning purposes, (4) by virtue of the laws of descent and distribution upon
death of the Initial Shareholder, (5) pursuant to a qualified domestic relations order, (6) by certain pledges to secure obligations
incurred in connection with purchases of the Company’s securities, (7) by private sales at prices no greater than the price
at which the Insider Shares were originally purchased or (8) for the cancellation of up to 187,500 shares of Common Stock subject
to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in part or in connection with
the consummation of our initial Business Combination, in each case (except for clause 8 or with our prior consent) 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 Shareholder transferring the
Escrow Shares.


 


4.4      
Insider Letters.  Each of the Initial Shareholders
has executed a letter agreement with Chardan and the Company, 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 Shareholder 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.  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.


 






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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 Shareholders 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.


 


	 	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 Shareholders
hereby acknowledges that Chardan is a third-party beneficiary of this Agreement and this Agreement may not be modified or changed
without the prior written consent of Chardan.


 


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:	Mountain
    Crest Acquisition Corp
	 	311 West 43rd Street,
    12th Floor
	 	New York, NY 10036
	 	Attn: Suying Liu, Chief
    Executive Officer


 


If
to a Shareholder, to his address set forth in Exhibit A.


 


	and if to the Escrow
    Agent, to:	Continental
    Stock Transfer & Trust Company
	 	1 State Street
	 	New York, New York 10004
	 	Attention: Francis Wolft



 






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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:  George Kaufman
	 	Fax:  (646) 465-9039


 


	 and:	 	Scarinci Hollenbeck, LLC
	 	 	3 Park Avenue, 15th Floor
	 	 	New York, New York 10016
	 	 	Attn: Dan Brecher
	 	 	Fax: (212) 808-4155


 


	 and:	 	Loeb & Loeb LLP
	 	 	345 Park Avenue
	 	 	New York, New York 10154
	 	 	Attn:  Mitchell S. Nussbaum, Esq. and
    Giovanni Caruso, Esq.
	 	 	Fax: (212) 407-4000


 


	 and:	 	Continental Stock Transfer
    & Trust Company
	 	 	1 State Street
	 	 	New York, New York 10004
	 	 	Attention: Francis Wolf


 


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:
	 	 
	 	MOUNTAIN CREST ACQUISITION CORP
	 	 	 
	 	By:	 /s/
    Suying Liu
	 	 	Name: 	Suying Liu
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	Sunlight Global Investment LLC
	 	 	 
	 	By:	 /s/
    Suying Lui
	 	 	Name: 	Suying Liu
	 	 	Title:	Member



 


	 	 	 /s/
    Nelson Haight
	 	 	Nelson Haight


 


	 	 	 /s/
    Nelson Haight
	 	 	Todd Milbourn


 


	 	 	 /s/
    Wenhua Zhang
	 	 	Wenhua Zhang


 


	 	ESCROW
        AGENT:

         

        CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY

	 	 
	 	By:	 /s/
    James F. Kiszka
	 	 	Name: James F. Kiszka
	 	 	Title: Vice President


 


 [Signature
Page to Stock Escrow Agreement]


 






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EXHIBIT
A


 


Initial
Shareholders


 


	Name
        of

        Initial
        Shareholder
	 	Number

        of
        Shares
	 	Date
        of

        Insider
        Letter
	 
	 Sunlight
    Global Investment, LLC	 	 1,431,500	 	 June
    4, 2020	 
	 Nelson
    Haight	 	 2,000	 	 June
    4, 2020	 
	 Todd Milbourn	 	 2,000	 	 June
    4, 2020	 
	 Wenhua
    Zhang	 	 2,000	 	 June
    4, 2020	 



 






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EXHIBIT
B


 


Escrow
Shares


 






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EXHIBIT
C


 


Insider
Letter


 






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