STOCK ESCROW AGREEMENT
This STOCK ESCROW AGREEMENT, dated as of ________, 2021 (Agreement), by and among LIFESCI ACQUISITION III CORP., a Delaware corporation (Company) and the initial shareholders listed on the signature pages hereto (collectively, the 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 ________, 2021 (Underwriting Agreement), with LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. acting as representatives (the Representatives) of the several underwriters (collectively, the Underwriters), pursuant to which, among other matters, the Underwriters have agreed to purchase 7,500,000 shares (Shares) of common stock, par value $0.0001 per share (Common Stock) of the Company, plus an additional 1,125,000 Shares if the Underwriters exercise their over-allotment option in full, all as more fully described in the Companys final Prospectus, dated ________, 2021 (Prospectus), comprising part of the Companys 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 Shareholders have agreed as a condition of the sale of the Shares to deposit their Insider 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.
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 Shareholders 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 Shareholders 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 Companys 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