Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of April 5, 2021 (“Agreement”), by and among ACE GLOBAL BUSINESS ACQUISITION LIMITED, a British Virgin Islands Company
(the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder”
and collectively the “Initial Shareholders”) 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 April 5, 2021 (“Underwriting Agreement”), with Ladenburg Thalmann & Co. Inc.
(“Ladenburg”), acting as the representative of the underwriters (collectively, the “Underwriters”), pursuant to
which, among other matters, the Underwriters have agreed to purchase 4,000,000 units (“Units”) of the Company, plus an additional
600,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary share of the Company,
par value $0.001 per share (an “Ordinary Share”), and one redeemable warrant, each redeemable warrant entitling its holder
to purchase one Ordinary Share at an exercise price of $11.50 per full Ordinary Share, all as more fully described in the Company’s
final Prospectus, dated April 5, 2021 (“Prospectus”), comprising part of the Company’s Registration Statement on Form
S-1 (File No. 333-252878) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on April
5, 2021 (“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) with
respect to 50% of the Escrow Shares, ending on the earlier of (x) the date on which the closing price of the Ordinary Share 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 closing of the Company’s initial business combination (as described in the
Registration Statement, hereinafter a “Business Combination”) and (y) six months after the date of the consummation of an
initial Business Combination and (ii) with respect to the remaining 50% of the Escrow Shares, six months after the date of the consummation
of an initial Business Combination. The Company shall promptly provide written notice of the consummation of an initial Business Combination
and the completion of the Escrow Period 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, any time 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 shareholders of such entity having the
right to exchange their Ordinary Shares 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 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 600,000 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) 600,000 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 600,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 600,000. 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 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 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) to the Company’s pre-IPO
shareholders, 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 Ladenburg and the Company, corresponding to 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.


 






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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 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 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. 


 






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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 Shareholders hereby acknowledges that Ladenburg is a third party beneficiaries of this Agreement
and this Agreement may not be modified or changed without the prior written consent of Ladenburg.


 


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, by electronic
mail or by facsimile transmission 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:


 


Ace Global Business Acquisition Limited

6/F Unit B

Central 88, 88-98 Des Voeux Road


Central, Hong Kong

Attn: Eugene Wong, Chief Executive Officer

E-mail: eugene@aceglobal-acq.com


 


If to a Shareholder, to his or her 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:


 


Ladenburg Thalmann & Co. Inc.

277 Park Avenue, 26th Floor

New York, NY 10172

Attn: Steve Kaplan

Facsimile: (212) 758-4939


 


and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


E-mail: gcaruso@loeb.com


 






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 and:


 


Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Brad L. Shiffman, Esq.

E-mail: bshiffman@BlankRome.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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IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	ACE GLOBAL BUSINESS ACQUISITION LIMITED
	 	 	 
	 	By:	/s/ Eugene Wong
	 	 	Name:  	Eugene Wong
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	Ace Global Investment Limited
	 	 	 
	 	By:	/s/ Yuen Wah Chan
	 	 	Name: 	Yuen Wah Chan
	 	 	Title: 	Director
	 	 	 
	 	 	/s/ Eugene
    Wong
	 	 	Eugene Wong
	 	 	 
	 	 	/s/ Nicholas Xue-Wei
    Tan
	 	 	Nicholas Xue-Wei Tan
	 	 	 
	 	 	/s/ Robert
    Morris
	 	 	Robert Morris
	 	 	 
	 	 	/s/ Yan Xu
	 	 	Yan Xu
	 	 	 
	 	 	/s/ Leslie
    Chow
	 	 	Leslie Chow


 





Signature Page to Ace Global Stock Escrow Agreement


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	
     
	 
	 	By:	 /s/ Erika Young
	 	 	Name:  	Erika Young
	 	 	Title: 	Vice President


 


Signature Page to Ace Global Stock Escrow Agreement


 




     


     


    


 


EXHIBIT A


 


	Name
and Address of Initial Shareholder1
	 	Number of Shares	 	 	Date of Insider Letter	 
	Ace Global Investment Limited	 	 	1,065,000	 	 	 	April
5, 2021	 
	Eugene Wong	 	 	20,000	 	 	 	April 5, 2021	 
	Nicholas Xue-Wei Tan	 	 	20,000	 	 	 	April 5, 2021	 
	Robert Morris	 	 	15,000	 	 	 	April 5, 2021	 
	Yan Xu	 	 	15,000	 	 	 	April 5, 2021	 
	Leslie Chow	 	 	15,000	 	 	 	April 5, 2021	 




 





 












		1	The address of each of the individuals is c/o Ace Global Business
Acquisition Limited, 6/F Unit B, Central 88, 88-98 Des Voeux Road Central, Hong Kong.