Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT,
dated as of August 2, 2019 (“Agreement”), by and among ORISUN ACQUISITION CORP., a Delaware corporation (the “Company”),
the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial
Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow
Agent”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated as of August 2, 2019 (“Underwriting Agreement”), with Chardan Capital
Markets LLC (“Chardan”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 4,000,000 units (“Units”) of the Company,
plus an additional 600,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share
of Common Stock of the Company, par value $0.00001 per share (the “Common Stock”), one redeemable warrant, each redeemable
warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full Ordinary
Share, and one right to receive one-tenth (1/10) of a share of Common Stock, all as more fully described in the Company’s
final Prospectus, dated August 2, 2019 (“Prospectus”), comprising part of the Company’s Registration Statement
on Form S-1 (File No. 333-232356) under the Securities Act of 1933, as amended (“Registration Statement”), declared
effective on August 2, 2019 (“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 (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 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, within
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 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 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.


 




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3.2 Notwithstanding Section
3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 600,000 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) 600,000 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 600,000 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 600,000. 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 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 (i) to the Company’s pre-IPO
stockholders, 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 Chardan 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.


 




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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 Chardan is a third party beneficiaries of this Agreement and this Agreement
may not be modified or changed without the prior written consent of Chardan.


 


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:


 


Orisun Acquisition Corp.


555 Madison Avenue, Room 543


New York, NY 10022


Attn: Wei Chen, Chief Executive
Officer


 


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


 


and if to the Escrow Agent, to:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


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


 


Chardan Capital Markets LLC


17 State Street, Suite 1600


New York, NY 10004


Attn: George Kaufman


Facsimile: (646) 465-9039


 


and:


 


American Stock Transfer & Trust Company, LLC


48 Wall Street, 22nd Floor


New York, NY 10005


Attn: Legal Department


 




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and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Ari Edelman, 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:
	 	 	 
	 	 	ORISUN ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Wei Chen
	 	 	Name: Wei Chen
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	 	EVERSTONE INVESTMENTS LLC
	 	 	 
	 	By:	/s/ Wei Chen
	 	 	Name: Wei Chen
	 	 	Title: Managing Member
	 	 	 
	 	 	/s/ Lu Zhou
	 	 	Lu Zhou
	 	 	 
	 	 	/s/ Ling Wu
	 	 	Ling Wu
	 	 	 
	 	 	/s/ Tony Chi Ming Chan
	 	 	Tony Chi Ming Chan
	 	 	 
	 	 	/s/ Lihua Zheng
	 	 	Lihua Zheng
	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	/s/ Michael A. Nespoli
	 	 	Name: Michael A. Nespoli
	 	 	Title: Executive Director


 


Signature Page to the Stock Escrow Agreement


 


 




     


     


    

 


EXHIBIT A


 


	Name and Address of Initial Shareholder1	 	Number of Shares	 	 	Date of Insider Letter
	Everstone Investments LLC	 	 	1,146,000	 	 	August 2, 2019
	Lu Zhou	 	 	1,000	 	 	August 2, 2019
	Ling Wu	 	 	1,000	 	 	August 2, 2019
	Tony Chi Ming Chan	 	 	1,000	 	 	August 2, 2019
	Lihua Zheng	 	 	1,000	 	 	August 2, 2019



 


 






1 The address of each of the individuals is c/o Orisun
Acquisition Corp., 555 Madison Avenue, Room 543, New York, NY 10022.