Exhibit 10.3


 





STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of March 23,
2015 (“Agreement”), by and among HARMONY MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD,
DAVID D. SGRO, GREG MONAHAN, THOMAS KOBYLARZ, JOHN SCHAUERMAN, ADAM SEMLER, LEONARD B. SCHLEMM, JOEL GREENBLATT, JEFF HASTINGS,
COVALENT CAPITAL PARTNERS MASTER FUND, L.P., NPIC LIMITED, THE K2 PRINCIPAL FUND L.P., HALCYON MASTER FUND L.P., ROSENFELD CHILDREN’S
SUCCESSOR TRUST and DKU 2013 LLC (“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 March 23, 2015 (“Underwriting Agreement”), with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an additional 1,500,000
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”), and one warrant to purchase one share of Common Stock (as more
fully described in the Company’s final Prospectus, dated March 23, 2015 (“Prospectus”), comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-197330) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on March 23, 2015 (“Effective Date”) and hereinafter referred to as a “Business
Combination”).


 


WHEREAS, the Initial Stockholders have agreed
as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective
names in 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 before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing
such Initial Stockholder’s respective Escrow Shares, 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
ending (i) for 50% of the Escrow Shares, on the earlier of (x) one year after the date of the consummation of the Company’s
initial 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 and (ii) for the remaining 50%
of the Escrow Shares, one year 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 one year after the Company consummates a 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.


 


3.2       Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 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 each such holder
determined by multiplying (a) the product of (i) 575,000, 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 1,500,000 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 1,500,000. 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
Shareholders 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. 


 






    	2



    	 



    

 


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) amongst the Initial Stockholders
or their affiliates or to the Company’s officers, directors and employees, (ii) by bona fide gift to a member of the Initial
Stockholder’s immediate family or to a trust, the beneficiary of which is the Initial Stockholder or a member of the Initial
Stockholder’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon
death of the Initial Stockholder, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations
incurred in connection with purchases of the Company’s securities, (vi) 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 or (vii) to
the Company for cancellation 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 Cantor Fitzgerald and the Company, dated as
indicated on Exhibit A 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.


 


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. 


 






    	3



    	 



    

 


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 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.


 






    	4



    	 



    

 


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 this Agreement may not be modified or changed without the prior written consent of Cantor Fitzgerald.


 


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:


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


Attn: Eric S. Rosenfeld, Chairman and
Chief Executive Officer


 


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


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Chairman 


 


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


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: David Batalion


 






    	5



    	 



    

 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Douglas S. Ellenoff, 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 Prospectus.


 


[Signature Page Follows]


 






    	6



    	 



    

 


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


 





	 	COMPANY:
	 	 	 
	 	HARMONY MERGER CORP.
	 	 	 
	 	By:	/s/ David D. Sgro
	 	 	Name: David D. Sgro
	 	 	Title: Chief Operating Officer
	 	 	 
	 	INITIAL STOCKHOLDERS:
	 	 	 
	 	 	/s/ Eric S. Rosenfeld
	 	 	Eric S. Rosenfeld
	 	 	 
	 	DKU 2013, LLC
	 	 	 
	 	By:	/s/ Jeff Moses
	 	 	Name: Jeff Moses
	 	 	Title:
	 	 	 
	 	NPIC Limited
	 	 	 
	 	By:	/s/ Greg Lemaich
	 	 	Name: Greg Lemaich
	 	 	Title: General Consel
	 	 	 
	 	THE K2 PRINCIPAL FUND L.P.
	 	 	 
	 	By:	/s/ Shawn Kimel
	 	 	Name: Shawn Kimel
	 	 	Title: Managing Partner
	 	 	 
	 	COVALENT CAPITAL PARTNERS MASTER FUND, L.P.
	 	 	 
	 	By:	/s/ William C. Stone Jr.
	 	 	Name: William C. Stone Jr.
	 	 	Title: Authorized Signatory
	 	 	 



 






    	7



    	 



    

 


	 	HALCYON MASTER FUND L.P.
	 	By Halcyon Offshore Asset Management LLC, its investment manager
	 	 	 
	 	By:	/s/ Manish K. Mital; /s/ Jacob Fishells
	 	 	Name: Manish K. Mital; Jacob Fishells
	 	 	Title: General Counsel; Authorized Signatory
	 	 	 
	 	ROSENFELD CHILDREN’S SUCCESSOR TRUST
	 	 	 
	 	By:	/s/ Eric S. Rosenfeld
	 	 	Name: Eric S. Rosenfeld
	 	 	Title:
	 	 	 
	 	 	/s/ David D. Sgro
	 	 	David D. Sgro
	 	 	 
	 	 	/s/ Gregory Monahan
	 	 	Gregory Monahan
	 	 	 
	 	 	/s/ Thomas Kobylarz
	 	 	Thomas Kobylarz
	 	 	 
	 	 	/s/ John Schauerman
	 	 	John Schauerman
	 	 	 
	 	 	/s/ Adam Semler
	 	 	Adam Semler
	 	 	 
	 	 	/s/ Leonard B. Schlemm
	 	 	Leonard B. Schlemm
	 	 	 
	 	 	/s/ Joel Greenblatt
	 	 	Joel Greenblatt
	 	 	 
	 	 	/s/ Jeff Hastings
	 	 	Jeff Hastings
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Kevin Jennings
	 	 	Name: Kevin Jennings
	 	 	Title: Vice-President







 






    	8



    	 



    

 


EXHIBIT A


 


	
        Name and Address of 

        Initial Stockholder 
	
        Number

        of Shares
	
        Stock 

        Certificate
        Number
	
        Date of
        

        Insider
        Letter

	 	 	 	 
	
        Leonard Schlemm

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	119,800	1	March 23, 2015
	 	 	 	 
	
        John Schauerman

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	15,000	2	March 23, 2015
	 	 	 	 
	
        Adam Semler

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	15,000	3	March 23, 2015
	 	 	 	 
	
        Joel Greenblatt

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	15,000	4	March 23, 2015
	 	 	 	 
	
        Eric Rosenfeld

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	1,525,566	5	March 23, 2015
	 	 	 	 
	
        Rosenfeld Children’s Successor Trust

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	60,000	6	March 23, 2015
	 	 	 	 
	
        David Sgro

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	310,956	7	March 23, 2015
	 	 	 	 
	
        Greg Monahan

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	134,593	8	March 23, 2015
	 	 	 	 
	
        Tom Kobylarz

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	60,335	9	March 23, 2015



  






    	9



    	 



    

 


	
        Name and Address of 

        Initial Stockholder 
	
        Number

        of Shares
	
        Stock 

        Certificate
        Number
	
        Date of
        

        Insider
        Letter

	 	 	 	 
	
        Jeff Hastings

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	100,000	10	March 23, 2015
	 	 	 	 
	
        Covalent Capital Partners Master Fund, L.P.

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	180,000	11	March 23, 2015
	 	 	 	 
	
        Halcyon Master Fund L.P.

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	215,000	12	March 23, 2015
	 	 	 	 
	
        DKU 2013 LLC

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	195,000	13	March 23, 2015
	 	 	 	 
	
        NCIP Limited

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	40,000	14	March 23, 2015
	 	 	 	 
	
        The K2 Principal Fund L.P.

        c/o Harmony Merger Corp.

        777 Third Avenue, 37th Floor

        New York, NY 10017
	40,000	15	March 23, 2015


 


 


10