EX-10.3





 Exhibit 10.3 

STOCK ESCROW AGREEMENT 

This STOCK ESCROW AGREEMENT, dated as of ________, 2021 (“Agreement”), by and among LIFESCI ACQUISITION III CORP., a Delaware
corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”). 
 WHEREAS, the Company has entered into an Underwriting Agreement, dated as of ________, 2021 (“Underwriting
Agreement”), with LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. acting as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), pursuant to which, among
other matters, the Underwriters have agreed to purchase 7,500,000 shares (“Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of the Company, plus an additional 1,125,000 Shares if the Underwriters exercise
their over-allotment option in full, 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 Shareholders have agreed as a condition of the sale of the Shares 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 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
(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 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, 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 shareholders 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 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 1,125,000 Shares 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 the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 281,250 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 shares of Common Stock
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 notice to the Escrow Agent of the expiration or termination of the
Underwriters’ over-allotment option and the number of Shares, 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 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 to (1) LifeSci Holdings LLC, and its affiliates, officers, directors, stockholders, employees and members, (2) to the Company’s pre-IPO stockholders or their
respective affiliates, or to the Company’s offices, directors, advisors and employees (3) if the Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) 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, (5) by virtue of the
laws of descent and distribution upon death of the Initial Shareholder, (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 Insider Shares were originally purchased or (9) for the cancellation of up to 281,250 shares of Common Stock 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 our initial Business Combination, in each case (except for clause 9 or with our prior consent) 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 the Representatives and 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 such Initial Shareholder in certain events, including but not
limited to the liquidation of the Company. 
 5. Concerning the Escrow Agent. 

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

5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
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 the Representatives are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives. 

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:	  	LifeSci Acquisition III Corp.
		 		  	250 W. 55th St., #3401
		 		  	New York, NY 10019
		 		  	Attn: Andrew McDonald
		
		 	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, New York 10004
		 		  	Attn: Erika Young
		
		 	A copy (which copy shall not constitute notice) sent hereunder shall be sent to:
			
		 		  	LifeSci Capital LLC
		 		  	250 W. 55th St., #3401
		 		  	New York, NY 10019
		 		  	Attn: David Dobkin
		 		  	Fax: [__]
			
		 		  	Ladenburg Thalmann & Co.
		 		  	277 Park Avenue, 26th Floor
		 		  	New York, NY 10172
		 		  	Attn: Steven Kaplan
		 		  	Email: Skaplan@ladenburg.com
		 		  	Fax: [__]














			
	and:                    	  	Ellenoff Grossman & Schole LLP
		  	1345 Avenue of the Americas
		  	New York, NY 10105
		  	Attn: Stuart Neuhauser, Esq.
		  	Fax: (212) 370-7889
		
	and:                    	  	Loeb & Loeb LLP
		  	345 Park Avenue
		  	New York, New York 10154
		  	Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
		  	Fax: (212) 407-4000

 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:
	
	LIFESCI ACQUISITION III CORP.
		
	By:	 	  

		 	Name: Andrew McDonald
		 	Title: Chief Executive Officer
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

		 	Name:
		 	Title:
	
	INITIAL SHAREHOLDERS:
	
	LIFESCI HOLDINGS LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	
                     
                                         
                      

		 	Thomas Wynn
	
	
                     
                                         
                      

		 	Raquel Zsumi
	
	
                     
                                         
                      

		 	Adam Tomasi
	
	
                     
                                         
                      

		 	Nassim Usman


 [Signature Page to Escrow Agreement] 












 EXHIBIT A 

Initial Shareholders 
  

									
	 Name of Initial Shareholders
	  	Number
of
Shares	 	  	Date of
Insider Letter	 
	 LifeSci Holdings LLC
	  				  			
	 Thomas Wynn
	  	 	6,000	 	  			
	 Raquel Zsumi
	  	 	6,000	 	  			
	 Adam Tomasi
	  	 	6,000	 	  			
	 Nassim Usman
	  	 	6,000	 	  			













 EXHIBIT B 

Escrow Shares 
 LifeSci Holdings LLC
– 
 Thomas Wynn 
 Raquel Zsumi 

Adam Tomasi 
 Nassim Usman 












 EXHIBIT C 

Insider Letter