Exhibit 10.4


 





STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of
[________], 2016 (“Agreement”), by and among M I ACQUISITIONS, INC., a Delaware corporation
(“Company”), M SPAC LLC, a Delaware Company (“M SPAC”), M SPAC Holdings I LLC, a Delaware Company
(“M SPAC I”) and M SPAC Holdings II LLC, a Delaware Company (“M SPAC II”), (M SPAC, M SPAC I and M
SPAC II, each an “Initial Shareholder”, collectively “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 [________], 2016 (“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 5,000,000 units (“Units”) of the Company, plus an additional 750,000
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 $0.001 per share (the “Common Stock”), one warrant entitling the holder thereof to purchase one share of our Common Stock at an exercise price of $12.00 per share, 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-_______) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective
on [________], 2016 (“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 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 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 750,000 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) 187,500 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 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 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.


 


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.






    2 


     


    

 


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.


 






    3 


     


    

 


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.


 






    4 


     


    




 


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:


 


M I Acquisitions, Inc.


 


Attn: 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


 


Attn:




    5 


     


    


 


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


 


Chardan Capital Markets LLC


 


Attn:


Facsimile:


 


and:


 


[_______________________]


 


Attn:


 


and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Mitchell S. Nussbaum, 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]


 




    6 


     


    


 


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


 


	 	 	COMPANY:
	 	 	 
	 	 	M I ACQUISITIONS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	 	M SPAC LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	M SPAC Holdings I LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	M SPAC Holdings II LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    7 


     


    


EXHIBIT A


 


	Name and Address of
 Initial
                                         Shareholder
	 	Number
 of
                                         Shares
	 	 	Share
 Certificate
                                         Number
	 	 	Date of
 Insider
                                         Letter