Exhibit 10.2


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of March
5, 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP., a Delaware corporation (“Company”), the stockholders
of the Company listed on Exhibit A hereto (collectively the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company was formed for the purpose
of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, the Company has entered into an Underwriting
Agreement, dated March 5, 2019 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (the “Representative”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 24,000,000 units (“Units”) of the Company, plus an additional 3,600,000
Units if the Representative exercises the over-allotment option in full. Each Unit consists of one share of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), and one Warrant, each Warrant to purchase one share of
Common Stock, all as more fully described in the Company’s final Prospectus, dated March 5, 2019 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-229657) under the Securities Act of 1933,
as amended (“Registration Statement”), declared effective on March 5, 2019 (“Effective Date”).


 


WHEREAS, the Founders have agreed as a condition
of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in
Exhibit A attached hereto, in escrow as hereinafter provided.


 


WHEREAS, the Company and the Founders desire
that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment
of Escrow Agent. The Company and the Founders 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 Shares. On or before the Effective Date, each of the Founders shall have delivered to the Escrow Agent certificates (and
applicable stock powers if requested by the Escrow Agent) representing such Founder’s respective shares of Common Stock,
to be held and disbursed subject to the terms and conditions of this Agreement. Each Founder acknowledges that the certificate
representing such Founder’s shares is legended to reflect the deposit of such shares under this Agreement.


 


3. Disbursement
of the Escrow Shares.


 


3.1 If
the over-allotment option to purchase all or a portion of the additional 3,600,000 Units of the Company is not exercised in full
within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), Tuscan Holdings Acquisition LLC agrees
that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock held by it
determined by multiplying 900,000 multiplied by a fraction, (i) the numerator of which is 3,600,000 minus the number of shares
of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the
denominator of which is 3,600,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination
of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof.


 






     


     


    

 


3.2 Except
as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section
3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of
the Escrow Shares, the earlier of (x) one year after the date of the consummation of an initial Business Combination and (y) the
date on which the last sale 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 following the consummation of the
Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation
of a Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”).
The Company shall promptly provide notice of the consummation of an initial Business Combination to the Escrow Agent. Upon completion
of the Escrow Period, the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to such Founder; provided,
however, that if, within the Escrow Period, 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 Founders. The Escrow Agent shall have no further duties hereunder after the disbursement of the
Escrow Shares in accordance with this Section 3.2.


 


3.3 If
the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated, then the Escrow
Agent shall deliver the certificates representing the Escrow Shares to the Founders promptly after the public stockholders are
paid the liquidating distributions and shall have no further duties hereunder.


 


4. Rights
of Founders in Escrow Shares.


 


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 Founders shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant
to this Agreement, including, without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement,
all dividends payable in cash with respect to the Escrow Shares shall be paid to the Founders, 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.


 






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4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Founders and the
Company’s officers, directors, employees, consultants or their affiliates, (ii) to a Founder’s stockholders, partners
or members upon the Founder’s liquidation, (iii) by bona fide gift to a member of the Founder’s immediate family or
to a trust, the beneficiary of which is the Founder or a member of the Founder’s immediate family for estate planning purposes,
(iv) by virtue of the laws of descent and distribution upon death of the Founder, (v) pursuant to a qualified domestic relations
order binding on the Founder, (vi) to the Company for no value for cancellation in connection with the consummation of a Business
Combination or (vii) by private sales of the Escrow Shares made at or prior to the consummation of a Business Combination at prices
no greater than the price at which the Escrow Shares were originally purchased; provided, however, that except for clause (vi)
or with the Company’s prior written consent, such permitted 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 signed by the Founder transferring
the shares.


 


4.4 Insider
Letters. Each of the Founders has executed a letter agreement with the Company and the Representative, dated as of the date
hereto, the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Founder 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 in good faith 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.
Subject to Section 5.8 below, 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, fraud 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.


 






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5.3 Compensation.
Subject to Section 5.8 below, 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 reasonable 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 Founders 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 the Escrow Shares over to a successor escrow agent appointed by the Company and approved
by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. 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 in the State of New York.


 


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 all of the other parties hereto; provided, however, that such resignation shall become effective only
upon the appointment of a successor escrow agent selected by the Company and approved by the Representative, which approval will
not be unreasonably withheld, conditioned or delayed.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or 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 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 consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. Each of the Founders with an address on Exhibit A outside of the
State of New York irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State of New York to
receive, for such Founder and on his, her or its behalf, service of process in any action, proceeding or claim against him, her,
or it arising out of or relating in any way to this Agreement.


 






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6.2 Third
Party Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary
of this Agreement.


 


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 only be changed, amended, or modified by a writing signed by each of the parties
hereto. 


 


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, consent or request to be given in connection with any of the terms or provisions of this 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,
by email or by facsimile transmission:


 


If to the Company, to:


 


Tuscan Holdings Corp.


135 E. 57th St., 18th Floor


New York, NY 10022


Attn: Stephen A. Vogel


Fax No.:


Email:


 


If to a Founder, to his/it address set forth
in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street


New York, New York 10004


Attn: Chairman


Fax No.:


Email:


 


A copy of any notice sent hereunder shall
be sent to:


 


EarlyBirdCapital, Inc.


366 Madison Ave 8th Floor


New York, NY 10017


Attn: Steven Levine


Fax No.:


Email: slevine@ebccap.com


 






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with a copy to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


Fax No.: (212) 818-8881


Email: dmiller@graubard.com


 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Stuart Nuehauser, Esq.


Fax No.: (212) 370-7889


Email: sneuhauser@egsllp.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 Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


6.8 Counterparts.
This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by
facsimile transmission and together shall constitute one instrument.


 


[Signature Page Follows]


 






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


 





	 	TUSCAN HOLDINGS CORP.    
	 	 	 	 
	 	By: 	/s/ Stephen A. Vogel  
	 	 	Name: 	Stephen A. Vogel
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	FOUNDERS:    
	 	 	 	 
	 	TUSCAN HOLDINGS ACQUISITION LLC    
	 	 	 	 
	 	By:	/s/ Stephen A. Vogel  
	 	 	Name: 	Stephen A. Vogel
	 	 	Title: 	Managing Member
	 	 	 	 
	 	 	/s/ Stefan M. Selig
	 	 	Stefan M. Selig
	 	 
	 	 	/s/ Richard O. Rieger
	 	 	Richard O. Rieger
	 	 
	 	 	/s/ Amy Butte
	 	 	Amy Butte
	 	 
	 	PKBT HOLDINGS LLC
	 	 	 	 
	 	By:	/s/ Mark Hossein  
	 	 	Name: 	Mark Hossein
	 	 	Title:	CFO
	 	 	 	 
	 	 	/s/ Michael B. Auerbach
	 	 	Michael B. Auerbach
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Erika Young  
	 	 	Name:	Erika Young
	 	 	Title:	Vice President




 






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EXHIBIT A


 


	Name and Address of Founder 
	 	Number
 of Shares
	 
	 	 	 	 
	Tuscan Holdings Acquisition LLC	 	 	6,750,000	 
	 	 	 	 	 
	Stefan M. Selig	 	 	30,000	 
	 	 	 	 	 
	Richard O. Rieger	 	 	30,000	 
	 	 	 	 	 
	Amy Butte	 	 	30,000	 
	 	 	 	 	 
	PKBT Holdings LLC	 	 	30,000	 
	 	 	 	 	 
	Michael B. Auerbach	 	 	30,000	 



 


 


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