Exhibit 10.3


 


STOCK
ESCROW AGREEMENT


 


STOCK
ESCROW AGREEMENT, dated as of March 27, 2019 (“Agreement”), by and among 8i ENTERPRISES ACQUISITION CORP, a British Virgin Islands
Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively
the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a California limited liability trust company (the “Escrow Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of March 27, 2019 (“Underwriting Agreement”), with Chardan Capital
Markets, LLC, acting as the representative of the 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 ordinary share of the Company, no par
value (an “Ordinary Share”), one redeemable warrant, each redeemable warrant entitling its holder to purchase one-half (1/2) of
one Ordinary Share at an exercise price of $11.50 per full Ordinary Share, and one right to receive one-tenth (1/10) of an Ordinary
Share, all as more fully described in the Company’s final Prospectus, dated March 20, 2019 (“Prospectus”), comprising part of
the Company’s Registration Statement on Form S-1 (File No. 333-229781) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on March 27, 2019 (“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 in 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 with authority and power to transfer the Escrow Shares and the Escrow Agent hereby accepts such
appointment and agrees to act in accordance with and subject to such terms without the need for any further guaranteed share power
from the Initial Shareholders.


 


2.             Deposit
of Escrow Shares. On or prior to the Effective Date, the Escrow Shares shall have been issued to each of the Initial Shareholders
in book entry representing such Initial Shareholder’s respective Escrow Shares, to be held and disbursed subject to the terms
and conditions of this Agreement. Each of the Initial Shareholders acknowledges that the 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 Ordinary Share 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 a Business
Combination. The Escrow Shares shall be released upon notice to the Escrow Agent by any Initial Shareholder or the Company that
the foregoing requirements have been met. The Company shall promptly provide written 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 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, subsequent to the
Company’s 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 Ordinary
Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a written 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 cancellation 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 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 each such
holder 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 Ordinary Shares 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 written 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. The Initial Shareholders hereby irrevocably constitute
and appoint VSTOCK Transfer, LLC attorney to transfer the said Escrow Shares on the books of the Company with full power of substitution
in the premises.


 


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 shares 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 for transfers (i) to the
Company’s officers, directors or their respective affiliates (including for transfers to an entity’s member upon its liquidation),
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death
of the Initial Shareholder, (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 shares were originally purchased, or (vii) to the Company
for cancellation in accordance with Section 3.2 above or 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 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 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 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 reasonable 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 Chardan is a third party beneficiaries 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:


 


8i
Enterprises Acquisition Corp





6
Eu Tong Sen Street





#08-13
The Central





Singapore
059817





Attn:
James Tan, Chief Executive Officer


 


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


 


and
if to the Escrow Agent, to:


 


VStock
Transfer, LLC





18
Lafayette Place





Woodmere,
NY 11598





Attn:
Shay Galam


 


                A
copy (which copy shall not constitute notice) sent hereunder shall be sent to:


 


Chardan
Capital Markets, LLC





17
State Street, Suite 1600





New
York, NY 10004





Attn:
George Kaufman





Facsimile:
(646) 465-9039


 


and:


 


Loeb
& Loeb LLP





345
Park Avenue





New
York, New York 10154





Attn:
Giovanni Caruso, 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]


 




     


     


    

 


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


 


	 	 	COMPANY:
	 	 	 
	 	 	8i ENTERPRISES ACQUISITION CORP
	 	 	 
	 	By:	 /s/
    James Tan
	 	 	Name: James Tan 
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	 	8i Holdings Limited
	 	 	 
	 	By:	 /s/
    James Tan
	 	 	Name: James Tan
	 	 	Title: Director
	 	 	 
	 	 	VSTOCK
        TRANSFER, LLC

        

	 	 	 
	 	By:	 /s/
    Shay Galam
	 	 	Name: Shay Galam
	 	 	Title: Compliance Officer




     


     


    

 


EXHIBIT
A


 


	Name
and Address of

        Initial
        Shareholder1

        
	 	Number

        

        of
        Shares

        
	 	 	Date of Insider

                                                                                Letter
	 	 
	8i Holdings Limited 	 	 	1,437,500	 	 	 	March
    27, 2019	 	 












 





 



1
The address of the entity is c/o, 6 Eu Tong Sen Street, #08-13 The Central, Singapore 059817.