Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of [____], 2021 (“Agreement”), by and among SUPER PLUS ACQUISITION CORPORATION, a Delaware Company (the “Company”),
the initial stockholders listed on Exhibit A attached hereto (each, an “Initial Stockholder” and collectively
the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability
trust company (the “Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [*], 2021 (“Underwriting Agreement”), with Maxim Group 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 share of Class A common stock
of the Company, $0.0001 par value (“Class A Common Stock”), one-half of one warrant, each whole warrant entitling
the holder to purchase one share of Class A Common Stock (the “Warrants”), and one right to receive one-tenth
(1/10) of one share of Class A Common Stock (the “Rights”), all as more fully described in the Company’s
final Prospectus, dated [___], 2021 (“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 [___], 2021 (“Effective Date”).


 


WHEREAS, the Initial Stockholders
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 Stock”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and the
Initial Stockholders desire that the Escrow Agent accept the Escrow Stock, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of Escrow Agent.
The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement
and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2. Deposit of Escrow Stock.
On or prior to the date hereof, each of the Initial Stockholders delivered to the Escrow Agent certificates representing such Initial
Stockholder’s respective Escrow Stock, together with applicable stock powers, to be held and disbursed subject to the terms and
conditions of this Agreement. Each of the Initial Stockholders acknowledges that the certificate representing such Initial Stockholder’s
Escrow Stock is legended to reflect the deposit of such Escrow Stock under this Agreement.


 






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3. Disbursement of the Escrow
Stock.


 


3.1 The Escrow Agent shall
hold the Escrow Stock during the period (the “Escrow Period”) commencing on the date hereof until the earlier
of (a) six months after the date of the consummation of the Company’s initial business combination; or (b) the date on which the
Company consummate a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having
the right to exchange their shares of Class A Common Stock for cash, securities, or other property or, notwithstanding the foregoing,
if the closing price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, the Escrow Stock will no longer be subject to such transfer restrictions. 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 Stockholder’s Escrow Stock (and any applicable stock power) to such Initial Stockholder; provided,
however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any
time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Stock; provided further,
however, that if, within the six months after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity
having the right to exchange their Common Stock 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 Stock to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or
destruction of the Escrow Stock 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 Stockholders agree that the Escrow Agent
shall return to the Company for cancellation, at no cost, the number of Escrow Stock held by each such holder determined by multiplying
(a) the product of (i) 750,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Stock held by each such
holder, and (y) the denominator of which is the total number of Escrow Stock, by (b) a fraction, (i) the numerator of which is 750,000
minus the number 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 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.


 


4. Rights of Initial Stockholders
in Escrow Stock.


 


4.1 Voting Rights as a Stockholder.
Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall
retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such
stock.


 


4.2 Dividends and Other Distributions
in Respect of the Escrow Stock. During the Escrow Period, all dividends payable in cash with respect to the Escrow Stock shall be paid
to the Initial Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”)
shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Stock”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 






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4.3 Restrictions on Transfer.
During the Escrow Period, the only permitted transfers of the Escrow Stock will be (i) to the Company’s pre-IPO stockholders, or
to the Company’s officers, directors, advisors and employees, (ii) if the Initial Stockholder is an entity, as a distribution to
partners, members or stockholders of the Initial Stockholder upon the liquidation and dissolution of the Initial Stockholder, (iii) by
bona fide gift to a member of the Initial Stockholder’s immediate family or to a trust, the beneficiary of which is the Initial
Stockholder or a member of the Initial Stockholder’s immediate family for estate planning purposes, (iv) by virtue of the laws of
descent and distribution upon death of the Initial Stockholder, (v) pursuant to a qualified domestic relations order, (vi) by private
sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units
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 Stockholder transferring the Escrow Stock.


 


4.4 Insider Letters. Each
of the Initial Stockholders has executed a letter agreement with Maxim and the Company, dated as indicated on Exhibit A hereto, and the
form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company.


 


5. Concerning the Escrow Agent.


 


5.1 Good Faith Reliance. The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless
it shall have given its prior written consent thereto.


 


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 Stock 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 Stock or
it may deposit the Escrow Stock with the clerk of any appropriate court or it may retain the Escrow Stock 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 Stock 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.


 






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5.3 Compensation. The Escrow
Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall
also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges.


 


5.4 Further Assurances. From
time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request
to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that
it is protected in acting hereunder.


 


5.5 Resignation. The Escrow
Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written
notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Stock 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
Stock 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 Stockholders hereby acknowledges that Maxim is a third party beneficiaries of this Agreement and this Agreement may
not be modified or changed without the prior written consent of Maxim.


 


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.


 






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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:


 


Super Plus Acquisition Corporation


800 3rd Avenue, Suite 2800,


New York, NY 10022


Attn: Long Yi, Chief Executive Officer


 


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


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: [____]


 


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


Maxim Group LLC


345 Park Avenue


New York, NY 10154


Attn: Alex Jin


Email: ajin@maximgrp.com


 


and:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attn: Arila E. Zhou, Esq. and Joan Wu, Esq.


Email: azhou@htflawyers.com and jwu@htflawyers.com


 


and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Mitchell S. Nussbaum, Esq., David
J. Levine, Esq.


Email: dlevine@loeb.com and mnussbaum@loeb.com


 


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:
	 	 	 
	 	SUPER PLUS ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name: Long Yi 
	 	 	Title: Chief Executive Officer


INITIAL STOCKHOLDERS:


	 	Super Plus Management LLC
	 	 
	 	
    

    By:
	
	 	 	
    Name: Wei He

    

	 	 	Title: Manager


 


	 	 
	 	Long Yi
	 	 
	 	 	 
	 	 
	 	Kan Lu
	 	 
	 	 
	 	John Levy
	 	 
	 	 
	 	Qinbai Zhou
	 	 
	 	 
	 	Boling Liu



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY 
	 	 	 
	 	By:	 
	 	 	Name: [____]
	 	 	Title: [_____]


 






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EXHIBIT A


 


	Name and Address of Initial Stockholder[1]	 	Number 

of Stock	 	 	Date of Insider Letter


[1] The address of each of the individuals is
c/o, Super Plus Acquisition Corporation, 800 3rd Avenue, Suite 2800, New York, NY 10022.


 


 


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