EX-10.3



 Exhibit 10.3 

STOCK ESCROW AGREEMENT 

STOCK ESCROW AGREEMENT, dated as of [            ], 2016 (“Agreement”),
by and among HIGHLAND ACQUISITION CORPORATION, a Delaware corporation (“Company”), HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, WILLIAM SWENSON, KEVIN MACDONALD and ROBERT W. SCANNELL (collectively the
“Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). 

WHEREAS, the Company has entered into an Underwriting Agreement, dated
[            ], 2016 (“Underwriting Agreement”), with Ladenburg Thalmann & Co. 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 25,000,000 units (“Units”) of the Company, plus an additional 3,750,000 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 $.0001 per share (“Common Stock”), and one half of one Warrant, each whole Warrant to purchase one share of Common Stock, all
as more fully described in the Company’s final Prospectus, dated [            ], 2016 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-211544) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on [            ], 2016 (“Effective Date”) (the
“IPO”). 
 WHEREAS, the Founders have agreed as a condition of the sale of the Units to deposit their 7,187,500 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, 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
representing such Founder’s respective shares, 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 Underwriters do not exercise their over-allotment option to purchase all or a portion of the additional 3,750,000 Units of the
Company within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), Highland Capital Management, L.P. agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, a number of shares held by
Highland Capital Management, L.P. equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 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 3,750,000. 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. 







 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 one year after the Company consummates a business combination (as such term is described in the
Registration Statement, a “Business Combination”) (the “Escrow Period”). The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the
Company shall notify the Escrow Agent and the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to such Founder; provided, however, that 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 promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within one year after the Company consummates a Business Combination,
(i) 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, or (ii) the last sales price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing at least 150 days after such Business Combination, then the Escrow Agent will, upon receipt of a notice from 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 all the Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in
accordance with this Section 3. 
 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. 

4.3 Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the
Company’s officers, directors, employees, consultants or their affiliates, (ii) to a Founder’s officers, directors, employees or members upon the Founder’s liquidation, in each case if the Founder is an entity, (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, (v) pursuant to a qualified domestic relations order, (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), such permissive 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. 

  
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 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 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, 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. 
 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 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 over to a successor escrow agent appointed by the Company and approved by the 

  
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Representative, which approval will not be unreasonably withheld, conditioned or delayed, 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 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 the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent, and approval by the Representative, 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, 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 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. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. 
 6.2 Third Party Beneficiaries. Each of the Founders
hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement. 
 6.3 Entire Agreement. This Agreement
and each Insider Letter contain 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
be 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, four business days after the date of mailing, as follows: 

  
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 If to the Company, to: 

Highland Acquisition Corporation 

c/o Highland Capital Management, L.P. 

300 Crescent Court, Suite 700 

Dallas, Texas 75201 
 Attn:
General Counsel 
 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 

17 Battery Place 
 New York, New
York 10004 
 Attn: Chairman 

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

Ladenburg Thalmann & Co., Inc. 

520 Madison Avenue 
 New York,
New York 10022 
 Attn: [General Counsel] 

Fax No.: 
 with a copy to: 

Graubard Miller 
 The Chrysler
Building 
 405 Lexington Avenue 

New York, New York 10174 
 Attn:
David Alan Miller, Esq. 
 and: 

Ellenoff Grossman & Schole LLP 

1345 Avenue of the Americas 

New York, New York 10105 
 Attn:
Douglas S. Ellenoff, 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. 

  
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 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. 

 

			
		 	HIGHLAND ACQUISITION CORPORATION
		
	By:	 	 


  

					
	By:	 	 FOUNDERS:
  

HIGHLAND CAPITAL MANAGEMENT, L.P.
  

Strand Advisors, Inc., its general partner

		
	By:	 	 
		 	 Name:
 Title:

		
		 	 
		 	WILLIAM SWENSON
		
		 	 
		 	KEVIN MACDONALD
		
		 	 
		 	 ROBERT W. SCANNELL
  

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

			
		 	By:	 	 
		 		 	 Name:
 Title:




  
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 EXHIBIT A 
  

									
	 Name and Address of

Founder
	  	Number
of Shares	 	  	Stock
Certificate Number	 
	 Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201
	  	 	7,112,500	  	  	 	1	  
			
	 William Swenson

c/o Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201
	  	 	25,000	  	  	 	2	  
			
	 Kevin MacDonald

c/o Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201
	  	 	25,000	  	  	 	3	  
			
	 Robert W. Scannell

c/o Highland Capital Management, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201
	  	 	25,000	  	  	 	4	  


  
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