Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of [*], 2022 (“Agreement”), by and among GOLDENSTONE ACQUISITION LIMITED, a Delaware corporation (the “Company”),
the initial stockholders listed on Exhibit A attached hereto (each, an “Initial Stockholder” and collectively the “Initial
Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow
Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [*], 2022 (“Underwriting Agreement”), with Maxim Group LLC, acting as the representative
of the 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, no par value (an “Common Stock”),
one redeemable warrant, each redeemable warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock at an exercise
price of $11.50 per full share of Common Stock, 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 [*], 2022 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-257209) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [*], 2022 (“Effective Date”).


 


WHEREAS, the Initial Stockholders
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 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 prior to the date hereof, each of the Initial Stockholders delivered to the Escrow Agent certificates representing
such Initial Stockholder’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 Stockholders acknowledges that the certificate representing such Initial
Stockholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3.           Disbursement
of the Escrow Shares.


 


The Escrow Agent shall hold
the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and ending 180 days after the date
of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “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 Stockholder’s Escrow Shares (and
any applicable share power) 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 during the Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Escrow Shares; provided further, however, that if, within the 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 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 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
Stockholders. 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 Stockholders 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) 750,000 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 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 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 Stockholders 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 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 Stockholders, but all dividends payable in shares 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) among the initial shareholders
or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s
shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to
a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case 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, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater
than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior
to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business
Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Shares for cash, securities or other property, in each case, except for clause (vi), (viii) or (ix)
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 Stockholder transferring the
Escrow Shares.


 


4.4           Insider
Letters. Each of the Initial Stockholders has executed a letter agreement with Maxim 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.


 






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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 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 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 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. 


 


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



 






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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:


 


Goldenstone Acquisition Limited


4360 E New York St.


Aurora, IL 60504


Attn: Eddie Ni, Chief Executive Officer


 


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


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Erika Young


 


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


 


Maxim Group LLC


405 Lexington Ave


New York, NY 10174


Attn: Alex Jin


Facsimile: (212) 895-3773


 


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: Barry Grossman, 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:

	 	 	 
	 	 	GOLDENSTONE ACQUISITION LIMITED
	 	 	
    

	 	By:	 
	 	 	Name: Eddie Ni 
	 	 	Title: Chief Executive Officer


 


	 	INITIAL STOCKHOLDERS:
	 	 	 
	 	 	GOLDENSTONE HOLDING, LLC
	 	 	 
	 	By:	 
	 	 	
    Name: Eddie Ni

    Title: Member

	 	 	 
	 	 	RAYMOND CHARLES HOLDING, LLC
	 	 	 
	 	By:	 
	 	 	
    Name: Ray Chen

    Title: Chief Executive Officer

	 	 	 
	 	 	ASIA PACIFIC CAPITAL MANAGEMENT LIMITED
	 	 	 
	 	By:	 
	 	 	
    Name: Yongsheng Liu

    Title: Director

	 	 	 
	 	 	 
	 	 	Jonathan McKeage

	 	 	 
	 	 	 
	 	 	Pin Tai
	 	 	 
	 	 	 
	 	 	Nan Sun
	 	 	 
	 	 	LSS Investment, LLC
	 	 	 
	 	By:	 
	 	 	
    Name: Mao Lee

    Title: Member

	 	 	 
	 	 	Goldenstone Capital, LLC
	 	 	 
	 	By:	 
	 	 	
    Name: Eddie Ni

    Title: Authorized Signatory




 


	 	 	CONTINENTAL STOCK TRANSFER &

 TRUST COMPANY 
	 	 	
    

	 	By:	 
	 	 	Name: Erika Young
	 	 	Title: Vice President


 


Signature Page to Goldenstone Stock Escrow
Agreement

 









     


     


    

 


EXHIBIT A


 


	Name and Address of Initial Stockholder1
	 	Number
 of Shares
	 	 	Date of Insider Letter	 
	Goldenstone Holding, LLC	 	 	200,000	 	 	 	 	 
	Raymond Charles Holding, LLC	 	 	100,000	 	 	 	 	 
	Asia Pacific Capital Management Limited	 	 	100,000	 	 	 	 	 
	Goldenstone Capital, LLC	 	 	842,350	 	 	 	 	
	LSS Investment, LLC	 	 	150,150	 	 	 	[*],2021	 
	Pin Tai	 	 	15,000	 	 	 	 	 
	Jonathan McKeage
	 	 	15,000	 	 	 	 	 
	Nan Sun	 	 	15,000	 	 	 	 	 






 


 












1
The address of each of the individuals is c/o, Goldenstone Acquisition Limited, 4360 E New York St., Aurora, IL 60504.