Exhibit
10.3


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of September 14, 2021 (this “Agreement”), by and among WINVEST ACQUISITION CORP.,
a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively,
the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of September 14, 2021 (“Underwriting Agreement”),
with Chardan Capital Markets, LLC, acting as representative (the “Representative”) of the several underwriters named
therein (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to
purchase 10,000,000 units (“Units”) of the Company, plus an additional 1,500,000 Units if the Underwriters exercise
their over-allotment option in full. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”),
of the Company, one right entitling the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation
of an initial business combination and one warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock
at an exercise price of $11.50 per whole share, all as more fully described in the Company’s final Prospectus, dated September
14, 2021 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-258920)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on September 14, 2021.


 


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 on Exhibit A attached hereto (collectively “Escrow Shares”), in
escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Stockholders 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 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 Shares. 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 Shares, together with applicable share 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 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 Stockholder’s Escrow Shares
(and any applicable share 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 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 stockholders 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 Stockholders. 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 1,500,000 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 Shares held by the Initial
Stockholders listed on Exhibit B determined by multiplying (a) the product of (i) 375,000 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 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow
Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by
the Underwriters in connection with their exercise thereof.


 


4.
Rights of Initial Stockholders in Escrow Shares.


 


4.1
Voting Rights as a Stockholder. Subject to the terms of the Insider Letter 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 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 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 Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3
Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to the Initial
Stockholders or to the Company’s officers, directors, advisors and employees, (2) to the Initial Stockholders’ affiliates
or its members upon its liquidation, (3) to relatives and trusts for estate planning purposes, (4) by virtue of the laws of descent and
distribution upon death, (5) pursuant to a qualified domestic relations order, (6) by private sales made at prices no greater than the
price at which the Insider Shares were originally purchased or (7) to the Company for the cancellation of up to 375,000 shares of Common
Stock subject to forfeiture to the extent that the Underwriters’ over-allotment option is not exercised in full or in part or in
connection with the consummation of the Company’s initial Business Combination, in each case (except for clause 7 or with the Company’s
prior consent) on the condition that such transfers may be implemented only upon the respective permitted transferee’s written
agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by such Initial Stockholder transferring
the Escrow Shares.


 


4.4
Insider Letters. Each of the Initial Stockholders has executed a letter agreement with the Company and the Representative, 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 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 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 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 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 Stockholders hereby acknowledges that the Representative is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representative.


 


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; provided, that the Escrow Agent may not assign this Agreement without the prior written consent
of the Company.


 


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,
or by e-mail as described below, and shall be deemed given when so delivered personally or by e-mail or, if mailed or sent by private
national courier service, two days after the date of mailing or the date of delivery to the private national courier service, as follows:





 


	 	If
    to the Company, to:	 	WinVest
    Acquisition Corp.

    125
    Cambridgepark Drive, Suite 301

    Cambridge,
    MA 02140

    Attn:
    Manish Jhunjhunwala

    E-mail:
    manish@trefis.com



 


If
to an Initial Stockholder, to such Initial Stockholder’s address set forth in Exhibit A.


 


	 	If
    to the Escrow Agent, to:	 	Continental
    Stock Transfer & Trust Company

    1
    State Street, 30th Floor

    New
    York, New York 10004

    Attention:
    Francis Wolf

    E-mail:
fwolf@continentalstock.com 



 


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
	 	 	 	E-mail:
    gkaufman@chardan.com


 


	 	and:	 	Haynes
    and Boone, LLP

    30
    Rockefeller Plaza, 26th Floor

    New
    York, New York 10112

    Attn:
    Rick A. Werner and Matthew L. Fry

    Email:
    Rick.Werner@haynesboone.com; Matt.Fry@haynesboone.com



 


	 	and:	 	Greenberg
    Traurig, LLP

    200
    Park Avenue

    New
    York, New York 10166

    Attn:
    Alan I. Annex, Jason T. Simon and Philip R. Weingold

    E-mail:
annexa@gtlaw.com; simonj@gtlaw.com; 

weingoldp@gtlaw.com



 






    	 



    	 



    

 


The
parties hereto consent to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below
the respective party’s name in this Section 6.6. To the extent that any notice given by means of electronic transmission is returned
or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has
been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly
notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. 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:
	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Manish Jhunjhunwala 
	 	Name:
    	Manish
    Jhunjhunwala
	 	Title:
    	Chief
    Executive Officer, Chief Financial Officer
	 	 	 
	 	INITIAL
    STOCKHOLDERS:
	 	 
	 	WINVEST SPAC LLC
	 	 	 
	 	 	/s/
    Jeff LeBlanc
	 	Name:
    	Jeff
    LeBlanc
	 	Title:
    	Manager
	 	 	 
	 	 	/s/
    Manish Jhunjhunwala 
	 	Name:
    	Manish
    Jhunjhunwala
	 	 	 
	 	 	/s/
    Mark Madden 
	 	Name:
    	Mark
    Madden
	 	 	 
	 	 	/s/
    Lawrence S. Kramer 
	 	Name:
    	Lawrence
    S. Kramer
	 	 	 
	 	 	/s/
    Elias Mendoza 
	 	Name:
    	Elias
    Mendoza
	 	 	 
	 	 	/s/
    Edward J. McGowan 
	 	Name:
    	Edward
    J. McGowan
	 	 	 
	 	 	/s/
    Alex Pentland 
	 	Name:
    	Alex
    Pentland
	 	 	 
	 	 	/s/
    Alok R. Prasad 
	 	Name:
    	Alok
    R. Prasad
	 	 	 
	 	 	/s/
    Martin Schmidt 
	 	Name:
    	Martin
    Schmidt
	 	 	 
	 	 	/s/
    Barrie R. Zesiger 
	 	Name:
    	Barrie
    R. Zesiger



 


[Signature
Page to Stock Escrow Agreement]


 




    	 



    	 



    

 


	 	 	/s/
    Jeff Chow 
	 	Name:
    	Jeff
    Chow
	 	 	 
	 	 	/s/
    Kevin Gentzel 
	 	Name:
    	Kevin
    Gentzel
	 	 	 
	 	 	/s/
    John DiBacco 
	 	Name:
    	John
    DiBacco
	 	 	 
	 	 	/s/
    Bob Pozen 
	 	Name:
    	Bob
    Pozen
	 	 	 
	 	 	/s/
    David Siegel 
	 	Name:
    	David
    Siegel
	 	 	 
	 	 	/s/
    Richard Blunck 
	 	Name:
    	Richard
    Blunck
	 	 	 
	 	ESCROW
    AGENT:
	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:
    	Henry
    Farrell
	 	Title:
    	Vice
    President


 


[Signature
Page to Stock Escrow Agreement]


 




    	 



    	 



    

 


EXHIBIT
A


 


Initial
Stockholders


 


	Name and Address of Initial Stockholder	 	Number of Shares	 	 	Date of Insider Letter
	WinVest SPAC LLC	 	 	2,537,424	 	 	September 14, 2021
	Manish Jhunjhunwala	 	 	53,576	 	 	September 14, 2021
	Mark Madden	 	 	28,000	 	 	September 14, 2021
	Lawrence S. Kramer	 	 	28,000	 	 	September 14, 2021
	Elias Mendoza	 	 	28,000	 	 	September 14, 2021
	Edward J. McGowan	 	 	28,000	 	 	September 14, 2021
	Alex Pentland	 	 	28,000	 	 	September 14, 2021
	Alok Prasad	 	 	28,000	 	 	September 14, 2021
	Martin Schmidt	 	 	28,000	 	 	September 14, 2021
	Barry Zesiger	 	 	28,000	 	 	September 14, 2021
	Jeff Chow	 	 	10,000	 	 	September 14, 2021
	Kevin Gentzel	 	 	10,000	 	 	September 14, 2021
	John DiBacco	 	 	10,000	 	 	September 14, 2021
	Richard Blunck	 	 	10,000	 	 	September 14, 2021
	David Siegel	 	 	10,000	 	 	September 14, 2021
	Robert C. Pozen	 	 	10,000	 	 	September 14, 2021



 




    	 



    	 



    

 


EXHIBIT
B


 


Escrow
Shares Subject to Forfeiture


 


	Name of Stockholder	 	Number of Shares	 
	WinVest SPAC LLC	 	 	333,044	 
	Manish Jhunjhunwala	 	 	9,956	 
	Mark Madden	 	 	4,000	 
	Lawrence S. Kramer	 	 	4,000	 
	Elias Mendoza	 	 	4,000	 
	Edward J. McGowan	 	 	4,000	 
	Alex Pentland	 	 	4,000	 
	Alok Prasad	 	 	4,000	 
	Martin Schmidt	 	 	4,000	 
	Barry Zesiger	 	 	4,000	 
	Jeff Chow	 	 	0	 
	Kevin Gentzel	 	 	0	 
	John DiBacco	 	 	0	 
	Richard Blunck	 	 	0	 
	David Siegel	 	 	0	 
	Robert C. Pozen	 	 	0	 



 




    	 



    	 



    

 


EXHIBIT
C


 


Insider
Letter


 


Insider
Letter Agreements by and among the Company, Chardan Capital Markets LLC and the Company’s officers, directors and initial stockholders,
dated September 14, 2021.