Exhibit
10.3


 


STOCK
ESCROW AGREEMENT


 


STOCK
ESCROW AGREEMENT, dated as of [_______], 2022 (“Agreement”), by and among HEROIC EMPIRE ACQUISITION LIMITED , a Cayman
Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder”
and collectively the “Initial Shareholders”) 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 [*], 2022 (“Underwriting Agreement”), with EF Hutton,
division of Benchmark Investments, LLC (“EF Hutton”), the representative of the underwriters, (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 7,500,000 units (“Units”) of the Company,
plus an additional 1,125,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary
share of the Company, $0.0001 par value (an “Ordinary Share”) and one-half of one redeemable warrant, each redeemable warrant
entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full Ordinary Share, all as more fully described
in the Company’s final Prospectus, dated [_______], 2022 (“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 [_______], 2022 (“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 and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.


 


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


 


3.
Disbursement of the Escrow Shares.


 


3.1
The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and for
100% of the Escrow Shares, ending the earlier of (1) one year after the completion of our initial business combination; or (2) after
the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange
or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property. Notwithstanding the foregoing, the Escrow Shares will be released (1) on the earlier of 150 calendar days after the
date of the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or
exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) after the date of the
consummation of our initial business combination which results in all of our shareholders having the right to exchange their ordinary
shares for cash, securities or other property. 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 (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by
the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow
Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, any time 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 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 destruction 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 1,125,000 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) 1,125,000 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 1,125,000 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 1,125,000. 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 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 (i) to the Company’s
pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) if the Initial Shareholder is an entity,
as a distribution to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution of the Initial
Shareholder, (iii) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of
which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (iv) by
virtue of the laws of descent and distribution upon death of the Initial Shareholder, (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 Shareholder transferring the Escrow Shares.


 


4.4
Insider Letters. Each of the Initial Shareholders 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 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.


 




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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 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.


 




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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:


 


Heroic
Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


Attn:
William Wai-Lun Ip, Chief Executive Officer


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


 


and
if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor


New
York, NY 10004-1561


Attn:
[  ]


 


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


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Joseph T. Rallo, Chief Executive Officer


Facsimile:
(646) 861-4697


and:


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick, Esq.


 




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and:


 


Mayer
Brown LLP


16th
- 19th Floors, Prince’s Building


10
Chater Road Central


Hong
Kong


Attn:
Thomas Kollar, 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]


 




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


 











	 	COMPANY:
	 	 	 
	 	HEROIC EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	William Wai-Lun Ip
	 	Title:	Chief Executive Officer
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	Luminous Success LLC
	 	 	 
	 	By:	 
	 	Name:	Jason
    Kon Man Wong
	 	Title:	Manager
	 		 
	 	 	 
	 	 	William
    Wai-Lun Ip
	 	 	 
	 	 	 
	 	 	Satoshi
    Tominaga
	 	 	 
	 	 	 
	 	 	Gable
    F. Gao
	 	 	 
	 	 	 
	 	 	Song
    Jing
	 	 	 
	 	 	 
	 	 	Michael
    L. Coyne
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 







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EXHIBIT
A


 


	Name
    and Address of Initial Shareholder[1]	 	Number
    

    of Shares	 	 	Date
    of 

    Insider Letter	 
	Luminous
    Success LLC	 	 	2,046,250	 	 	 	[_______],
    2022	 
	William
    Wai-Lun Ip	 	 	35,000	 	 	 	[_______],
    2022	 
	Satoshi
    Tominaga	 	 	30,000	 	 	 	[_______],
    2022	 
	Gable
    F. Gao 	 	 	15,000	 	 	 	[_______], 2022	 
	Song
    Jing	 	 	15,000	 	 	 	[_______],
    2022	 
	Michael
    L. Coyne	 	 	15,000	 	 	 	[_______],
    2022	 


 


	[1]	The
    address of each of the individuals is c/o, Heroic Empire Acquisition Limited, 10/F Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon
    Bay, Kowloon Hong Kong.


 




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