Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of [●], 2021 (“Agreement”), by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., a Delaware corporation
(the “Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”)
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [●], 2021 (“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 7,500,000 units (“Units”) of the Company, plus an additional 1,125,000 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 $0.0001
per share (the “Common Stock”) and one right to receive one-tenth (1/10th) of a share of common stock upon the consummation
of an initial business combination, all as more fully described in the Company’s final Prospectus, dated [●], 2021 (“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 [●], 2021 (“Effective Date”);


 


WHEREAS, the Initial Stockholders
have agreed as a condition of the sale of the Units to deposit their Founder Shares (as defined in the Prospectus), as set forth opposite
their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided; and


 


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.


 


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 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 six months after the Company consummates an initial
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 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 3.1.


 






     


     


    

 


3.2 Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,125,000 Units of the Company
in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the sponsor, Welsbach Acquisition Holdings
LLC, agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by it determined
by multiplying (a) the product of (i) 281,250, by (b) a fraction, (i) the numerator of which is 1,125,000 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 1,125,000.
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 Stockholders
in Escrow Shares.


 


4.1 Voting Rights
as a Stockholder. Subject to the terms of the Insider Letter 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.


 






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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 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 (1) to the Company’s pre-IPO
stockholders or their respective affiliates, or to the Company’s offices, directors, advisors and employees, (2) if the Initial
Stockholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (3) by bona fide gift to a
member of the Initial Stockholder’s immediate family or to a trust, the beneficiary of which is the Initial Stockholder or a member
of the Initial Stockholder’s immediate family for estate planning purposes, (4) by virtue of the laws of descent and distribution
upon death of the Initial Stockholder, (5) pursuant to a qualified domestic relations order, (6) by private sales at prices no greater
than the price at which the Insider Shares were originally purchased or (7) for the cancellation of up to 281,250 shares of Common Stock
subject to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in part or in connection with
the consummation of our initial Business Combination, in each case (except for clause 7 or with our prior consent) 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 Chardan and the Company, dated as indicated on Exhibit C
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 in good faith 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. 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 and approved by the 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.


 


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.


 






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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 Chardan is a third-party beneficiary 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 change, Chardan and the
Escrow Agent.


 


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:


 


Welsbach Technology Metals Acquisition
Corp.


160 S Craig Place


Lombard, Illinois 60148


		Attn:	Daniel Mamadou, Chief Executive Officer



		Email:	daniel@welsbach.sg



 



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


 


If to the Escrow Agent, to:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


		Attn:	Stacy Aqui



		Email:	saqui@continentalstock.com



 


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, New York 10004


		Attn:	George Kaufman



		Email:	gkaufman@chardancm.com



 


and:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022 


		Attn:	Lou Taubman, Esq.



		Attn:	Guillaume de Sampigny, Esq.



		Email:	ltaubman@htflawyers.com



		Email:	gdesampigny@htflawyers.com



 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th
Floor


New York, New York, 10105


		Attn:	Stuart Neuhauser, Esq.



		Attn:	Jonathan Deblinger, Esq.



		Email:	sneuhauser@egsllp.com



		Email:	jdeblinger@egsllp.com



 


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:
	 	 	 	 
	 	 	WELSBACH TECHNOLOGY METALS ACQUISITION CORP.
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Daniel Mamadou
	 	 	Title:	Chief Executive Officer 
	 	 	 	 
	 	INITIAL STOCKHOLDERS: 
	 	 	 	 
	 	 	WELSBACH ACQUISITION HOLDINGS LLC
	 	 	 	 
	 		By: 	
	 	 	Name: 	 
	 	 	Title:	Authorized Representative 
	 	 	 	 
	 	ESCROW AGENT:  
	 	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Stacy Aqui
	 	 	Title:	Vice President



 


[Signature Page to Stock
Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


Initial Stockholders


 





	Name and Address of Initial1 Stockholder	 	Number of 

Shares of 

Common Stock	 	 	Date of 

Insider 

Letter
	Welsbach Acquisition Holdings LLC	 	 	2,156,250	 	 	 



 





 



		1	The address of each of the individuals is c/o, Welsbach Technology
Metals Acquisition Corp., 160 S Craig Place, Lombard, Illinois 60148.



 




     


     


    

 


EXHIBIT B


 


Escrow Shares


 




     


     


    

 


EXHIBIT C


 


Insider Letter