Exhibit 10.3


 





STOCK ESCROW AGREEMENT


 


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


 


WHEREAS, the
Company has entered into an Underwriting Agreement, dated as of ________, 2020 (“Underwriting Agreement”), with
LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. acting as representatives (the “Representatives”) of
the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase 7,500,000 shares (“Shares”) of common stock, par value $0.0001 per share
(“Common Stock”) of the Company, plus an additional 1,125,000 Shares if the Underwriters exercise their
over-allotment option in full, all as more fully described in the Company’s final Prospectus, dated ________, 2020
(“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-______)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on ___________, 2020
(“Effective Date”).


 


WHEREAS, the Initial
Shareholders have agreed as a condition of the sale of the Shares 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
1,125,000 Shares 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) 281,250 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 1,125,000 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 1,125,000. 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 Shares, 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 to (1) LifeSci Holdings
LLC, and its affiliates, officers, directors, stockholders, employees and members, (2) to the Company’s pre-IPO
stockholders or their respective affiliates, or to the Company’s offices, directors, advisors and employees (3) if the
Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) 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, (5) by
virtue of the laws of descent and distribution upon death of the Initial Shareholder, (6) pursuant to a qualified domestic
relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s
securities, (8) by private sales at prices no greater than the price at which the Insider Shares were originally purchased or
(9) for the cancellation of up to 281,250 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 9 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 the Representatives 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.


 


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 the Representatives are third party
beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives.


 


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:	LifeSci Acquisition II Corp.
	 	250 W. 55th St., #3401
	 	New York, NY 10019
	 	Attn: Andrew McDonald
	 	 
	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, 30th Floor
	 	New York, New York 10004
	 	Attn: Erika Young
	 	 
	A copy (which copy shall not constitute notice)
    sent hereunder shall be sent to:	 
	 	 
	 	LifeSci Capital LLC
	 	250 W. 55th St., #3401
	 	New York, NY 10019
	 	Attn: David Dobkin
	 	Fax: [__]
	 	 
	 	Ladenburg Thalmann & Co.
	 	277 Park Avenue, 26th Floor
	 	New York, NY 10172
	 	Attn: Steven Kaplan
	 	Email: Skaplan@ladenburg.com
	 	Fax: [__]
	 	 
	and:	Ellenoff Grossman & Schole LLP
	 	1345 Avenue of the Americas
	 	New York, NY 10105
	 	Attn: Stuart Neuhauser, Esq.
	 	Fax: (212) 370-7889
	 	 
	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



 





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] 




     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	LIFESCI ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name: 	Andrew McDonald
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	LIFESCI HOLDINGS LLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CHARDAN HEALTHCARE INVESTMENTS LLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Escrow Agreement]


 









     


     


    

 


EXHIBIT A


 


Initial Shareholders


 


	Name of Initial Shareholders	 	Number
 of
                                         Shares
 
	 	 	Date of
 Insider
                                         Letter
 
	 
	 	 	 	 	 	 	 
	LifeSci Holdings LLC	 	 	1,940,625	 	 	 	          ,2020	 
	 	 	 	 	 	 	 	 	 
	Chardan Healthcare Investments LLC	 	 	215,625	 	 	 	          ,2020	 




 






     


     


    

 


EXHIBIT B


 


Escrow Shares


 


LifeSci Holdings LLC
 – 253,125


 


Chardan Healthcare Investments
LLC – 28,125


 






     


     


    

 


EXHIBIT C


 


Insider Letter


 


___________, 2020