Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of ___________,
2013 (“Agreement”), by and among MEDWORTH ACQUISITION CORP., a Delaware corporation (“Company”), Charles
F. Fistel (“Fistel”), Stephen B. Cichy (“Cichy”), and Anthony Minnuto (“Minnuto” and together
with Fistel and Cichy, the “Insiders”), ___________ and ________ (collectively with the Insiders, the “Initial
Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company has entered into an
Underwriting Agreement, dated __________, 2013 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”)
acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 6,000,000 shares of common stock, par value $0.0001 per share (“Common
Stock”), of the Company, plus an additional 900,000 shares of Common Stock if the Underwriters exercise their over-allotment
option in full, all as more fully described in the Company’s final Prospectus, dated ________, 2013 (“Prospectus”)
comprising part of the Company’s Registration Statement on Form S-1 (SEC File No. 333-_______) under the Securities Act of
1933, as amended (“Registration Statement”), declared effective on __________, 2013 (“Effective Date”).


 


WHEREAS, the Initial Stockholders have agreed
as a condition of the sale of the shares of Common Stock pursuant to the Underwriting Agreement to deposit their shares of Common
Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively, the “Escrow
Shares”), in escrow as hereinafter provided.


 


WHEREAS, the Company and the Initial Stockholders
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 Stockholders 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 before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates
representing such Initial Stockholder’s respective Escrow Shares, to be held and disbursed subject to the terms and conditions
of this Agreement. Each Initial Stockholder acknowledges that the certificate representing such Initial Stockholder’s Escrow
Shares is legended to reflect the deposit of such Escrow Shares under this Agreement, it being agreed that such legend shall be
removed upon the disbursement of the Escrow Shares as described in Section 3 below.


 




    	 



    	 



    

 


3.           Disbursement
of the Escrow Shares.


 


3.1           The
Escrow Agent shall hold the Escrow Shares as follows: (i) with respect to half of the Escrow Shares deposited by each Initial Stockholder,
until six months after the consummation by the Company of an initial business combination, (as described in the Prospectus) and
(ii) with respect to the remainder of the Escrow Shares, one year after the consummation of a business combination (collectively,
the “Escrow Period”); on which date it shall, upon written instructions from the Company’s Chief Executive
Officer or President, disburse each of the Initial Stockholder’s Escrow Shares to such Initial Stockholder; 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 after the date hereof, then the Escrow Agent shall promptly return the certificates representing the Escrow Shares to the
Initial Stockholders; provided further, however, that the Escrow Agent shall disburse each Initial Stockholder’s Escrow Shares
(and any applicable share power) to such Initial Stockholder, if, during 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, 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. 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 900,000 shares of Common
Stock of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Insiders
agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by each
Insider determined by multiplying (a) the product of (i) 225,000, multiplied by (ii) a fraction, (x) the numerator of which is
the number of Escrow Shares held by each Insider, and (y) the denominator of which is the total number of Escrow Shares, by (b)
a fraction (“Overallotment Fraction”), (i) the numerator of which is 900,000 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 900,000. 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 of Common Stock, 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 Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote their Escrow 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 held in escrow at the time of the dividend shall be paid to the Initial Stockholders, but all dividends payable
in stock or other non-cash property (“Non-Cash Dividends”) with respect to the Escrow Shares held in escrow at the
time of the dividend 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, while any Escrow Shares are still held by the Escrow Agent
pursuant to the terms of this Agreement, the only permitted transfers of such Escrow Shares will be (i) to the Initial Stockholders
or to the Company’s officers, directors and employees, (ii) if the Initial Stockholder is an entity, as a distribution to
partners, members, stockholders or affiliates of the Initial Stockholder upon the liquidation and dissolution of the Initial Stockholder,
(iii) by bona fide gifts to members of the Initial Stockholder’s immediate family or to a trust, the beneficiary of which
is the Initial Stockholder and/or members of the Initial Stockholder’s immediate family for estate planning purposes, (iv)
by virtue of the laws of descent and distribution upon death of the Initial Holder, (v) pursuant to a qualified domestic relations
order, (vi) with the Company’s prior written consent, by certain pledges to secure obligations incurred in connection with
purchases of the Company’s securities; (vii) by private sales at prices no greater than the price at which the Escrow Shares
were originally purchased or (viii) to the Company for cancellation in connection with the consummation of a Business Combination,
in each case, except for clause (viii), on the condition that such transfers comply with applicable securities laws, in the opinion
of counsel to the Corporation, and 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 Stockholder transferring the Escrow Shares.


 


4.4           Insider
Letters. Each of the Initial Stockholders has executed a letter agreement with EBC 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 Stockholder 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 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, as set
forth on Exhibit B attached hereto. 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 Stockholders 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 sixty (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 Stockholders hereby acknowledges that the Underwriters are third party beneficiaries
of this Agreement and this Agreement may not be modified or changed without the prior written consent of EBC.


 


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 overnight courier service, return receipt requested, postage
prepaid, and shall be deemed given when so delivered personally or, if sent by private national overnight courier service, on the
next business day, or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


MedWorth Acquisition Corp.


999 Brickell Avenue, Suite 800


Miami, Florida 33131


Attn: Charles F. Fistel


Fax No.: (305) 395-5219


 


If to an Initial Stockholder, to his 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:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th
Floor


New York, New York 10016


Attn: Steven Levine


Fax No.: (___) ___-____


 




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and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and:


 


Broad and Cassel


2 South Biscayne Blvd., 21st
Floor


Miami, Florida 33131


Attn: A. Jeffry Robinson, 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.


 


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 the counterparts shall constitute one and the same instrument.


 


[Signature Page Follows]


 




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


 


	 	 	COMPANY:
	 	 	 
	 	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	INITIAL STOCKHOLDERS:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	ESCROW AGENT:
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER
	 	 	& TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT A


 


	Name and Address of

    Initial Stockholder	 	Number

    of  Shares	 	Stock

    Certificate

    Number	 	Date of

    Insider Letter
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT B


 


Escrow Agent Fees