Exhibit 10.3


 


ESCROW AGREEMENT


 


This ESCROW AGREEMENT, dated
as of August 30, 2021 (“Agreement”), by and among CHW ACQUISITION CORPORATION, a Cayman Islands exempted company (the
 “Company”), CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and
each of the investors listed on the signature page hereto (the “Anchor Investors”, and together with the Sponsor, the
 “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a New York limited liability company (“Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of August 30, 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 11,000,000 units (“Units”) of the
Company, plus an additional 1,650,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one
ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, with each whole
warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per whole share, all as more fully
described in the Company’s final Prospectus, dated August 30, 2021 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-254422) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on August 30, 2021 (the “Effective Date”).


 


WHEREAS, the Sponsor purchased
3,162,500 Ordinary Shares (the “Founder Shares”) from the Company on January 18, 2021, and now wishes to transfer 750,000
Founder Shares (the “Anchor Shares”) to the Anchor Investors, in the amounts set forth opposite their respective names
on Exhibit A attached hereto, with the Sponsor retaining 2,412,500 Founder Shares (“Sponsor Shares”);


 


WHEREAS, the Initial Shareholders
have agreed as a condition of the sale of the Units to deposit the Anchor Shares and Sponsor 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, the Sponsor shall have delivered to Escrow Agent: (i) a stock power for the Founder Shares held in book
entry in the name of the Sponsor; and (ii) an instruction letter to make a book-entry notation evidencing that (A) the Anchor Shares shall
be transferred to the Escrow Agent for the benefit of each of the Anchor Investors and allocated among the Anchor Investors in the amounts
set forth on Exhibit A and (B) the Sponsor Shares shall be transferred to the Escrow Agent for the benefit of the Sponsor, with the Anchor
Shares and Sponsor Shares (collectively, the “Escrow Shares”) to be held and disbursed subject to the terms and conditions
of this Agreement. Each of the Initial Shareholders acknowledges that the book-entry notation evidencing such Initial Shareholder’s
Escrow Shares shall 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 Shares equals or exceeds $12.50 per share (as adjusted for share splits, share 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 cancel the book-entry notation representing
the Escrow Shares then held by the Escrow Agent; 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, share exchange or
other similar transaction within such six-month period 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 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 1,650,000 Units of the Company in full
within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall
return to the Company for cancellation, at no cost, the number that is equal to the number of Sponsor Shares held by Escrow Agent for
the benefit of the Sponsor listed on Exhibit B multiplied by (a) the product of (i) 412,500 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 1,650,000 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 1,650,000. 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.


 


3.3 On the termination date
of the Escrow Period, the Escrow Agent shall, upon written instructions from the Company disburse the Escrow shares as set forth in such
instructions.


 


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 (1) to any persons (including their affiliates and
shareholders) participating in the private placement of the private placement warrants, officers, directors, shareholders, employees and
members of the Company's sponsor and its affiliates, (2) amongst initial shareholders or to the Company's officers, directors and employees,
(3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift
to a member of the holder's immediate family or to a trust, the beneficiary of which is a holder or a member of a holder's immediate family,
for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (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 shares were originally purchased, (9) by CHW Acquisition Sponsor LLC to certain
anchor investors participating in the initial public offering, including transfers between and among any funds that are affiliates of
such anchor investor, or (10) for the cancellation of up to 412,500 Ordinary Shares 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 an initial Business Combination, in each
case (except for clause 10 or with the Company's prior consent) where the transferee agrees to the terms of this Agreement and the Insider
Letter (as defined below).


 


4.4 Insider Letters.
Sponsor has executed a letter agreement with 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 the Sponsor 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 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:	 	CHW Acquisition Corporation
	 	 	 	2 Manhattanville Road, Suite 403
	 	 	 	Purchase, NY 10577
	 	 	 	Attn: Jonah Raskas
	 	 	 	 
	 	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, New York 11598

    Attn: Compliance Department

	 	 	 	 
	 	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
	 	 	 	 
	 	and:	 	Reed Smith LLP
	 	 	 	599 Lexington Avenue 
	 	 	 	New York, NY 10022 
	 	 	 	Attn: Ari Edelman, Esq. 


 






     


     


    

 


	 	and:	 	Proskauer Rose LLP
	 	 	 	Eleven Times Square
	 	 	 	New York, NY 10036
	 	 	 	Attn: Daniel Forman, 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:
	 	 	 
	 	CHW ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Jonah Raskas
	 	Name:	Jonah Raskas
	 	Title:	Co-Chief Executive Officer
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	/s/ Young D. Kim
	 	Name:	Young D. Kim
	 	Title:	Compliance Officer
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	CHW ACQUISITION SPONSOR LLC
	 	 
	 	By:	CHW Acquisition Founders LLC
	Its:	Managing Member
	 	By:	MJG PARTNERS LLC
	Its:	Managing Member
	 	 
	 	By:	/s/ Mark Grundman
	 	Name:	Mark Grundman
	 	Title: 	Manager



 


[Signature Page to Escrow Agreement]


 






     


     


    

 


	 	ANCHOR INVESTORS:
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 



 


[Signature Page to Escrow Agreement]


 






     


     


    

 


EXHIBIT A


Initial Shareholders


	Name of Initial Shareholder	 	Number 
 of Shares	 	 	Date of 
 Insider Letter
	CHW Acquisition Sponsor LLC	 	 	2,412,500	 	 	August 30, 2021
	Anchor Investors	 	 	[           ]	 	 	 



 






     


     


    

 


EXHIBIT B


Escrow Shares subject to Forfeiture


 


CHW Acquisition Sponsor LLC – 412,500


 






     


     


    

 


EXHIBIT C


Insider Letter


 


(Attached)


 






     


     


    

 


August 30, 2021


 


CHW Acquisition Corporation

2 Manhattanville Road, Suite 403

Purchase, NY 10577


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Chardan Capital Markets, LLC as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including
up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant
(each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50
per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File
No. 333-254422) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
(the “Commission”) and the Company shall apply to have the Units listed on The Nasdaq Capital Market. Certain
capitalized terms used herein are defined in Section 13 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, CHW Acquisition Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. Proposed Business
Combination.


 


(a) The officers
and directors of the Company will not enter into a binding agreement for a proposed Business Combination or propose any Business Combination
to shareholders of the Company unless such action is first approved by the Sponsor.


 


(b) Subject to Section
1(a), the Sponsor and each Insider agrees that: (a) if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval;
(b) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares
to the Company in connection therewith; and (c) if the Company seeks shareholder approval of any proposed amendment to the Charter prior
to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or her in connection with such
shareholder approval.


 


2. Liquidation; Charter
Amendment; Trust Account Funds.


 


(a) The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time
period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days
thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public
Offering (the “Offering Shares”), at a price per Ordinary Share, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay any taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then issued outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as
shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law.


 






     


     


    

 


(b) The Sponsor
and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s
obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Offering Shares if the Company does
not complete a Business Combination within the time period described in the Prospectus or (ii) with respect to any other provision relating
to shareholders’ rights or pre-Business Combination activity, unless the Company provides its Public Shareholders with the opportunity
to redeem their Ordinary Shares upon approval of any such amendment at a price per Ordinary Share, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay any taxes, divided by the number of then issued and outstanding Offering Shares.


 


(c) The Sponsor
and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it,
him or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of,
or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever
except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Account for any
Offering Shares such Sponsor or Insider may hold.


 


3. Section 16 Matters.
During the period commencing on the Effective Date and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to
any Units, Ordinary Shares, Founder Shares, Private Placement Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares owned by it, him or her, (b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Private Placement Warrants or any securities
convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified
in clause (a) or (b). The Sponsor and each Insider acknowledge and agree that, prior to the effective date of any release or waiver, of
the restrictions set forth in this Section 3 or Section 7 below, the Company shall announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this Section
3 will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer.


 






     


     


    

 


4. Trust Account
Liquidation. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall
not extend to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (a) any third party for services rendered or
products sold to the Company or (b) a prospective target business with which the Company has entered into a letter of intent,
confidentiality or other similar agreement or a Business Combination agreement (a “Target”); provided,
however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to
the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such
lesser amount per Offering Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the
liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may
be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such
third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 


5. Forfeiture.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,650,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 412,500 multiplied by a fraction, (a) the numerator of which is 1,650,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (b) the denominator of which is 1,650,000.
The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Sponsor and Insiders will own an
aggregate of 20.0% of the Company’s issued and outstanding equity shares after the Public Offering.


 


6. Specific Performance.
The Sponsor and each Insider hereby agrees and acknowledges that: (a) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under Section 1, Section 2, Section
3, Section 4, Section 5, Section 7(a), Section 7(b), Section 8, Section 9 and Section
10, as applicable, of this Letter Agreement (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7. Lock-Up Restrictions.


 


(a) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof)
until (A) with respect to 50% of the Founder Shares, the earlier of six months after the completion of the Company's initial Business
Combination or the date on which the closing price of our ordinary shares exceeds $12.50 per share (as adjusted for share splits, share
capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the
initial Business Combination, and (B) with respect to the remaining 50% of the Founder Shares, six months after the date of the initial
Business Combination or earlier if approved by the shareholders of the Company, and in either case, if, subsequent to the initial Business
Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders
having the right to exchange their shares for cash, securities or other property. (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a
Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 






     


     


    

 


(c) Notwithstanding
the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants
or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held
by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (1)
to any persons (including their affiliates and shareholders) participating in the private placement of the private placement warrants,
officers, directors, shareholders, employees and members of our sponsor and its affiliates, (2) amongst Insiders or to our officers, directors
and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by
bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is a holder or a member of a holder's
immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified
domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by
private sales at prices no greater than the price at which the shares were originally purchased (9) by the Sponsor to certain anchor investors
participating in the Public Offering or (10) for the cancellation of up to 412,500 Ordinary Shares 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 a Business Combination,
in each case (except for clause 10 or with our prior consent) where the transferee agrees to the terms of this Agreement and the escrow
agreement.


 


8. Director and Officer
Appointments. Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the
consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity.
In the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or she
will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company, (a) use for
the benefit of the undersigned or to the detriment of the Company or (b) disclose to any third party (unless required by law or governmental
authority), any information regarding a potential Target that is not generally known by persons outside of the Company, the Sponsor, or
their respective affiliates.


 


9.           Approval
of Business Combination. The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business
Combination with a Target that is affiliated with any of the Insiders of the Company or their affiliates, such transaction must be approved
by a majority of the Company’s disinterested directors and the Company must obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions for the type of company the Company is seeking to acquire
that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


10.         Representation
and Warranties. The Sponsor and each Insider represents and warrants that it, he, or she has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that it, he or she: (a) is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (b)
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is not currently a defendant in any such
criminal proceeding.


 


11.         No
Insider Payments. Except as disclosed in the Prospectus, neither the Sponsor, nor any Insider, nor any affiliate of either the
Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee,
reimbursement or cash payments prior to or in connection with any services rendered in order to effectuate the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the amounts described in
the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”


 






     


     


    

 


12.         Authority
and Capacity. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being
named in the Prospectus as an officer and/or director of the Company.


 


13.         Defined
Terms. As used herein, (a) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (b) “Shares”
shall mean, collectively, the Ordinary Shares, the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of the
Private Placement Warrants or the Founder Shares; (c) “Founder Shares” shall mean the 3,162,500 of the Company’s
Ordinary Shares, par value $0.001 per share, initially issued to the Sponsor (up to 412,500 Shares of which are subject to complete or
partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of
$25,000, or $0.01 per share, prior to the consummation of the Public Offering; (d) “Private Placement Warrants”
shall mean the 4,000,000 warrants of the Company (or up to 4,262,500 warrants depending on the extent to which the underwriters’
over-allotment option is exercised) that the Company is selling in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (e) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (f) “Trust Account” shall mean the trust fund located in the United States into which a portion of
the net proceeds of the Public Offering shall be deposited; (g) “Transfer” shall mean the (i) sale of, offer
to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a
call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (g)(i) or (g)(ii); and
(h) “Charter” shall mean the Company’s memorandum and articles of association, as the same may be amended
from time to time.


 


14.           Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written
instrument executed by all parties hereto.


 


15.           Assignment;
Successors and Assigns. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on
the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16.           Third-Party
Beneficiaries.


 


(a)           The
Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party
beneficiary of this Letter Agreement.


 


(b)           Subject
to Section 16(a), nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other
than the Representative and the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any
covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Letter Agreement shall be for the sole and exclusive benefit of the Representative, the parties hereto, and each
of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 






     


     


    

 


17.           Counterparts.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.           Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19.           Governing
Law; Submission to Jurisdiction. This Letter Agreement shall be governed by and construed and enforced 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. The parties hereto (a) all agree that any action, proceeding, claim or dispute arising out of, or relating
in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (b) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 


20.           Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


21.           Term.
This Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Periods or (b) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2021; provided, further, that Section 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	CHW Acquisition Sponsor LLC
	 	 
	 	By:	CHW Acquisition Founders LLC
	 	Its:	Managing Member
	 	By:	MJG Partners LLC
	 	Its:	 
	 	 	 
	 	By:	Sole Managing Member
	 	Name: Mark Grundman
	 	Title: Managing Member
	 	 
	 	Deborah Weinswig
	 	Victor Herrero
	 	M. Carl Johnson, III
	 	Jason Reiser
	 	 
	 	 
	 	Gary Tickle 
	 	 
	 	 
	 	Jonah Raskas
	 	 
	 	 
	 	Paul Norman
	 	 



 






     


     


    

 


	 	Deb Benovitz
	 	 
	 	 
	 	Stephen Katchur
	 	 


 


 


	Acknowledged and Agreed:	Mark Grundman
	 	 
	CHW Acquisition Corporation	 
	 	 
	By:	 	 
	Name: Jonah Raskas	 
	Title: Co-Chief Executive Officer