Indemnification Escrow Agreement Sample Contracts

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • June 17th, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • Florida

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of _______, 2022 is entered into by and among Mobile Global Esports Inc, (the “Company”), WestPark Capital Inc. (the “Underwriter”), and _________________ (the “Escrow Agent”).

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RECITALS
Indemnification Escrow Agreement • December 6th, 2005 • National Investment Managers Inc. • Investment advice • New York
INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • December 22nd, 2020 • Magno Efeito, S.A. • Gas & other services combined • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2020 by and among Fusion Fuel Green PLC (formerly known as Fusion Fuel Green Limited and Dolya Holdco 3 Limited) (“Parent”), Fusion Welcome – Fuel, S.A. (the “Company”), Fusion Welcome, S.A. (“Company Shareholder Representative”) as the representative of the Company Shareholders (as defined in the Business Combination Agreement), HL Acquisitions Corp. (“HL”), Jeffrey Schwarz (“HL Representative”) as the representative of the former shareholders of HL, and Continental Stock Transfer & Trust Company (the “Escrow Agent”). Parent, the Company, the Company Shareholder Representative, HL, and the HL Representative are collectively referred to in this Agreement as the “Escrow Parties”. The Escrow Parties and the Escrow Agent are collectively referred to in this Agreement as the “Parties” and each individually as a “Party”.

RECITALS
Indemnification Escrow Agreement • October 1st, 2003 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 18th, 2017 • Newater Technology, Inc. • Sanitary services • Florida

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2017 is entered into by and among Newater Technology, Inc. (the “Company”), ViewTrade Securities, Inc. (the “Placement Agent”), and Pearlman Schneider LLP (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”), dated as of October 4, 2004, is made and entered into by and among Encore Medical Corporation, a Delaware corporation (the “Acquiror”), MPI HOLDINGS, LLC, a Delaware limited liability company (“MPI”), solely in its capacity as the initial Holder Representative (MPI and any of its successors in such capacity being sometimes referred to herein in such capacity as the “Holder Representative”) and JPMorgan Chase Bank, a New York corporation (the “Escrow Agent”).

Prime Skyline Limited UNDERWRITING AGREEMENT
Indemnification Escrow Agreement • June 7th, 2023 • Prime Skyline LTD • General bldg contractors - nonresidential bldgs • Florida

The undersigned, (i) Prime Skyline Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and (ii) the shareholder of the Company executing this Agreement and named on Annex B hereto (the “Selling Shareholder”), each hereby confirms its agreement (this “Agreement”) with the several underwriters named herein (the “Underwriters” and each an “Underwriter”), for whom Kingswood, a division of Kingswood Capital Partners, LLC is acting as representative (in such capacity, the “Representative,” and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of 2,500,000 ordinary shares of the Company, including (i) an aggregate of 1,832,500 ordinary shares, US$0.001 par value per share, of the Company (“Ordinary Shares”) to be sold by the Compa

AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • December 21st, 2018 • Datasea Inc. • Services-prepackaged software

This AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT (this “Amendment”) dated as of December 20, 2018 is entered into by and among Datasea Inc. (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • March 28th, 2022 • JE Cleantech Holdings LTD • Miscellaneous manufacturing industries • Florida

THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2022 is entered into by and among JE Cleantech Holdings Limited, a Cayman Islands corporation (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Nason, Yeager, Gerson, Harris & Fumero, P.A. (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Delaware

This INDEMNIFICATION ESCROW AGREEMENT, dated as of , 200 (this "Agreement"), is made and entered into by and among NOMOS Corporation, a Delaware corporation (the "Company"), John A. Friede, on behalf of the Company's stockholders (the "Stockholder Representative"), North American Scientific, Inc., a Delaware corporation ("Acquiror"), and U.S. Bank National Association, a national banking association ("Escrow Agent"), in connection with the Agreement and Plan of Merger, dated as of October , 2003 (the "Merger Agreement"), among the Company, Acquiror and AM Capital I, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror ("Merger Sub").

BY AND AMONG
Indemnification Escrow Agreement • July 26th, 2005 • Microfield Group Inc • Computer peripheral equipment, nec • Oregon
FIRST AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • February 14th, 2006 • Gateway Inc • Electronic computers

This AMENDMENT TO INDEMNIFICATION ESCROW AGREEMENT (the “Amendment”), dated February 1, 2006 and effective as of December 23, 2005, is entered into by and among Mr. Lap Shun (John) Hui, an individual resident of the State of California (“Mr. Hui”), Gateway, Inc., a Delaware corporation (“Gateway”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). Initially capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Indemnification Agreement, by and between Gateway and Mr. Hui (the “Indemnification Agreement”) dated as of March 11, 2004.

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 11th, 2013 • Cole Credit Property Trust III, Inc. • Real estate investment trusts • New York

THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is entered into as of April 5, 2013, by and among Christopher H. Cole (“Seller”), Cole Credit Property Trust III, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (the “Company”), the Bonus Executives set forth in Annex A hereto (the “Bonus Executives”, and together with the Seller and Company sometimes referred to individually as “Party” or collectively as the “Parties”), and U.S. Bank National Association (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • June 7th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey

This Indemnification Escrow Agreement dated this 1st day of June 2021 (the “Escrow Agreement”), is entered into by and among ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Buyer”), GGCIRCUIT, LLC, a limited liability company incorporated under the laws of Indiana with a registered address at 2303 S. 3rd Street, Terre Haute, IN 47802 (“GGC”), the equity holders of GGC listed on the signature page hereto (the “Sellers”), and Lucosky Brookman LLP, as escrow agent (“Escrow Agent”). “). Each of the Buyer, GGC and the Sellers are hereinafter referred to individually as a “Party” and, jointly, as the “Parties”.

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2016 is entered into by and among Moxian, Inc. (the “Company”), Axiom Capital Management, Inc. (“Axiom”), Cuttone & Co., Inc. (“Cuttone”, and collectively with Axiom, the “Placement Agents”), and [●] (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • October 15th, 2004 • Tc Group LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”), dated as of October 4, 2004, is made and entered into by and among Encore Medical Corporation, a Delaware corporation (the “Acquiror”), MPI HOLDINGS, LLC, a Delaware limited liability company (“MPI”), solely in its capacity as the initial Holder Representative (MPI and any of its successors in such capacity being sometimes referred to herein in such capacity as the “Holder Representative”) and JPMorgan Chase Bank, a New York corporation (the “Escrow Agent”).

FORM OF INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • Delaware

THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [__________], 2022, by and among Abri Ventures I, LLC, a Delaware limited liability company (the “Indemnified Party Representative”), solely in its capacity as representative, agent and attorney-in-fact of Abri SPAC I Inc. (the “Parent”) as the Indemnified Party under the Merger Agreement, Erez Simha (the “Securityholder Representative”), solely in his capacity as representative, agent and attorney-in-fact of the Company Securityholders, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

RECITALS
Indemnification Escrow Agreement • April 15th, 1999 • Atrium Companies Inc • Metal doors, sash, frames, moldings & trim • Delaware
INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 22nd, 2005 • Jamdat Mobile Inc • Services-business services, nec • California

This INDEMNIFICATION ESCROW AGREEMENT, dated as of April 20, 2005 (this “Agreement”), is made and entered into by and among Blue Lava Wireless, LLC, a Hawaiian limited liability company (the “Company”), JAMDAT Mobile (Hawaii ) LLC, a Delaware limited liability company (the “Buyer”), JAMDAT Mobile Inc., a Delaware corporation (“JAMDAT”), Henk Rogers, an individual, (the “Members’ Representative”), Akemi Rogers, an individual, (“Akemi Rogers”), Henk B. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust I”), Akemi M. Rogers 2005 Dynasty Trust, a trust formed under the laws of Hawaii (“Family Trust II” and together with the Member’s Representative, the “Members”) and U.S. Bank National Association, as escrow agent (the “Escrow Agent”). The Company, the Members, the Members’ Representative, JAMDAT and the Buyer are sometimes referred to herein, collectively, as the “Interested Parties.”

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • August 23rd, 2018 • MMTec, Inc. • Services-prepackaged software • New York

THIS AGREEMENT (this “Agreement”) is made as of [●], 2018 by and among [_] (the “Issuer”), the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meaning set forth in the Underwriting Agreement (as defined below).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • August 6th, 2020 • HiTek Global Inc. • Services-prepackaged software • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of August [●], 2020 is entered into by and among Hitek Global, Inc. (the “Company”), Newbridge Securities Corporation, as representative of the several underwriters named in the Underwriting Agreement (defined below) (the “Underwriters”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).

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INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • May 6th, 2024 • WORK Medical Technology Group LTD • Surgical & medical instruments & apparatus

THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of __, 2024 is entered into by and among WORK Medical Technology Group LTD, a Cayman Islands exempted company (the “Company”), Kingswood, a division of Kingswood Capital Partners, LLC, a Nevada limited liability company (the “Underwriter”), and Nason, Yeager, Gerson, Harris & Fumero, P.A. (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • January 23rd, 2012 • Dynastar Holdings, Inc. • Services-business services, nec • New York

This Escrow Agreement (this “Agreement”) is entered into as of January 17, 2012 by and between Dynastar Holdings, Inc., formerly known as Medical Design Studios, Inc., a Nevada corporation (the “Parent”), John S. Henderson IV (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • August 23rd, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York

This INDEMNIFICATION ESCROW AGREEMENT (the “Agreement”), dated as of [·], 2022 by and among Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), Mana Capital Acquisition Corp. (the “Parent”) as Indemnified Party and as representative of all Indemnified Parties, and Meeshanthini (Meesha) Dogan (the “Stockholders’ Representative”) as the representative of the Stockholders of Cardio Diagnostics, Inc. (the “Company”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • August 25th, 2004 • Invvision Capital Inc • Miscellaneous business credit institution • Texas

THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _______, 2004, by and among INVVISION CAPITAL, INC., a Nevada corporation d/b/a RG AMERICA (“Buyer”), _______________ (“Seller”), and COMPASS BANK, N.A. (“Escrow Agent”).

FORM OF INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • January 31st, 2001 • Advanced Digital Information Corp • Computer peripheral equipment, nec • New York

This INDEMNIFICATION ESCROW AGREEMENT (this "Agreement") is entered into effective as of , 2001 (the "Effective Date") by and among Advanced Digital Information Corporation, a Washington corporation ("Parent"), Randolph Hood and David Costine, (the "Stockholder Representatives"), as representatives (referred to in the Merger Agreement referenced below as the "Stockholders' Committee") of the former stockholders (the "Holders") of Pathlight Technology, Inc., a Delaware corporation (the "Company") and Mellon Investor Services LLC (the "Escrow Agent").

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 9th, 2007 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware

This Escrow Agreement (this “Agreement”) is entered into as of the 1st day of April, 2007, by and among by and among Vishay Intertechnology, Inc., a Delaware corporation (“Purchaser”), International Rectifier Corporation, a Delaware corporation (“Seller”), and Union Bank of California, N.A., as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Master Purchase Agreement (as defined below).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • November 8th, 2023 • WF International Ltd. • Construction - special trade contractors • New York

THIS AGREEMENT (this “Agreement”) is made as of [●], 2023 by and among WF International Limited, a Cayman Islands exempted company (the “Issuer”), the Underwriters whose names and addresses appears on the Information Sheet (as defined herein) attached to this Agreement and [●] (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meaning set forth in the Underwriting Agreement (as defined below).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • April 12th, 2012 • Eastern Resources, Inc. • Services-motion picture & video tape production • New York

This Escrow Agreement (this “Agreement”) is entered into as of _______ __, 2012 by and between Eastern Resources, Inc., a Delaware corporation (the “Parent”), Patrick W.M. Imeson (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • June 7th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey

This Indemnification Escrow Agreement dated this 1st day of June 2021 (the “Escrow Agreement”), is entered into by and among ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Buyer”), HELIX HOLDINGS, LLC, a limited liability company incorporated under the laws of Delaware with a registered address at 193 Winding River Rd., Wellesley, MA (“Helix”), the equity holders of Helix under the Purchase Agreement, as hereinafter defined (the “Sellers”), and Lucosky Brookman LLP, as escrow agent (“Escrow Agent”). “). Each of the Buyer, Helix and the Sellers are hereinafter referred to individually as a “Party” and, jointly, as the “Parties”.

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