Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of January 7, 2021 (“Agreement”), by and among MOUNTAIN CREST ACQUISITION CORP. II, 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 January 7, 2021 (“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 January 11, 2021 (“Prospectus”), comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-251557) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on January 7, 2021 (“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.


 


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.


 






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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 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 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.


 






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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 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. II
	 	 	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: Administration


 


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: Jack Liu
	 	 	Fax: (646) 465-9039


  


	 	and:	Reed Smith LLP
	 	 	599 Lexington Avenue
	 	 	New York, New York 10022
	 	 	Attn: Ari Edelman
	 	 	Fax: (212) 521-5450


 






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	 	and:	Loeb & Loeb LLP
	 	 	345 Park Avenue
	 	 	New York, New York 10154
	 	 	Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
	 	 	Fax: (212) 407-4990


 


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


 


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. II
	 	 	 
	 	By:	/s/ Suying Liu 
	 	 	Name: 	Suying Liu
	 	 	Title:	Chief Executive Officer


 


	 	INITIAL SHAREHOLDERS:
	 	
         

        MOUNTAIN CREST CAPITAL LLC

	 	 
	 	 	/s/
    Suying Liu    
	 	 	Name: 	Suying Liu 
	 	 	Title: 	Member        


 


	 	/s/ Nelson Haight
	 	Name: 	Nelson Haight


 


	 	/s/ Wenhua Zhang 
	 	Name: 	Wenhua Zhang


 


	 	/s/ Todd Milbourn
	 	Name: 	Todd Milbourn


 


	 	
        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
	 
	 Mountain Crest Capital, LLC	 	 1,431,500	 	January 7, 2021	 
	 Nelson Haight	 	 2,000	 	January 7, 2021	 
	 Todd Milbourn	 	 2,000	 	January 7, 2021	 
	 Wenhua Zhang	 	 2,000	 	January 7, 2021	 


 






    A-1


     


    

 


EXHIBIT B


 


Escrow Shares


 






    B-1


     


    

 


EXHIBIT C


 


Insider Letter


 


 


C-1