Exhibit 10.2


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of August 12,
2015 (“Agreement”), by and among E-COMPASS ACQUISITION CORP., a Cayman Islands corporation (“Company”),
LODESTAR INVESTMENT HOLDINGS I LLC, HANDY GLOBAL LIMITED, CLASSICAL SKY LIMITED, CARNELIAN BAY CAPITAL INC. and XINLI LI (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 August 12, 2015 (“Underwriting Agreement”), with Cantor Fitzgerald & Co. (the “Underwriter”),
pursuant to which, among other matters, the Underwriter has agreed to purchase 4,000,000 units (“Units”) of the Company,
plus an additional 600,000 Units if the Underwriter exercises its over-allotment option in full. Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one right (“Right”) to receive
one-tenth of one Ordinary Share upon the Company’s initial business combination, all as more fully described in the Company’s
final Prospectus, dated August 12, 2015 (“Prospectus”), comprising part of the Company’s Registration Statement
on Form S-1 (File No. 333-204054) under the Securities Act of 1933, as amended (“Registration Statement”), declared
effective on August 12, 2015 (“Effective Date”).


 


WHEREAS, the Initial Shareholders have agreed
as a condition of the sale of the Units to deposit their Ordinary shares of the Company, 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.


 






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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) one year 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
Company’s Ordinary Shares equals or exceeds $13.00 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 one year 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 one year 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 Ordinary Shares 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 Underwriter does
not exercise its 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) 150,000, 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 Underwriter upon the exercise of its over-allotment option, and
(ii) the denominator of which is 600,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination
of the Underwriter’s over-allotment option and the number of Units, if any, purchased by the Underwriter 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.


 






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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 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.


 


4.3          Restrictions on Transfer. During the Escrow Period,
the only permitted transfers of the Escrow Shares will be (i) 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, (ii) 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, (iii) by virtue of the
laws of descent and distribution upon death of the Initial Shareholder, (iv) pursuant to a qualified domestic relations order,
(v) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vi) by private
sales at prices no greater than the price at which the Escrow Shares 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 the Underwriter 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.


 






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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 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.


 






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


 


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:


 


E-compass Acquisition Corp.


6F/Tower, 2 West Prosper Centre


No.5, Guanghua Road


Chaoyang District


Beijing, 100020, P.R. China


Attn: Richard Xu, Chairman and Chief
Executive Officer


 






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If to a Shareholder, 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 (which copy shall not constitute notice)
sent hereunder shall be sent to:


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: General Counsel and Investment Banking Department


Facsimile: (212) 829-4708


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


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]


 






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


  





	 	COMPANY:
	 	 	 
	 	E-COMPASS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Richard Xu
	 	 	Name: Richard Xu
	 	 	Title: CEO
	 	 	 
	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	LODESTAR INVESTMENT HOLDINGS I LLC
	 	 	 
	 	By:	/s/ Richard Xu
	 	 	Name: Richard Xu
	 	 	Title: President
	 	 	 
	 	HANDY GLOBAL LIMITED
	 	 	 
	 	By:	/s/ Chen Liu
	 	 	Name: Chen Liu
	 	 	Title: Director
	 	 	 
	 	CLASSICAL SKY LIMITED
	 	 	 
	 	By:	/s/ Peiling He
	 	 	Name: Peiling He
	 	 	Title: Director
	 	 	 
	 	CARNELIAN BAY CAPITAL INC.
	 	 	 
	 	By:	/s/ Nicholas Clements
	 	 	Name: Nicholas Clements
	 	 	Title: Chairman
	 	 	 
	 	 	/s/ Xinli Li
	 	 	Xinli Li
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Robert E. McMonagle
	 	 	Name: Robert E. McMonagle
	 	 	Title: Vice President







 






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EXHIBIT A


 





	
        Name and Address of 

        Initial
        Shareholder 
	 	
        Number

        of
        Shares
	 	
        Share

        Certificate
        Number
	 	
        Date of
        

        Insider
        Letter

	 	 	 	 	 	 	 
	
        Lodestar Investment Holdings I LLC

        c/o E-compass Acquisition Corp.

        6F/Tower, 2 West Prosper Centre

        No.5, Guanghua Road

        Chaoyang District

        Beijing, 100020, P.R. China

         
	 	460,000	 	1	 	August 12, 2015
	
        Handy Global Limited

        c/o E-compass Acquisition Corp.

        6F/Tower, 2 West Prosper Centre

        No.5, Guanghua Road

        Chaoyang District

        Beijing, 100020, P.R. China

         
	 	460,000	 	2	 	August 12, 2015
	
        Classical Sky Limited

        c/o E-compass Acquisition Corp.

        6F/Tower, 2 West Prosper Centre

        No.5, Guanghua Road

        Chaoyang District

        Beijing, 100020, P.R. China

         
	 	115,000	 	3	 	August 12, 2015
	
        Carnelian Bay Capital Inc.

        c/o E-compass Acquisition Corp.

        6F/Tower, 2 West Prosper Centre

        No.5, Guanghua Road

        Chaoyang District

        Beijing, 100020, P.R. China
	 	86,250	 	4	 	August 12, 2015
	
        Xinli Li

        c/o E-compass Acquisition Corp.

        6F/Tower, 2 West Prosper Centre

        No.5, Guanghua Road

        Chaoyang District

        Beijing, 100020, P.R. China
	 	
        28,750
	 	
        5
	 	
        August 12, 2015



 


 





 


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