Escrow Agreement Sample Contracts

Baikang Biological Group Holdings Ltd – ESCROW AGREEMENT (PUBLIC OFFERING) (July 30th, 2019)

THIS AGREEMENT (this “Agreement”) is made this [date], by and among Baikang Biological Group Holdings Limited (the “Issuer”) and 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”).

CoJax Oil & Gas Corp – ESCROW AGREEMENT (Subscription Proceeds) (July 26th, 2019)

This ESCROW AGREEMENT (“Agreement”), dated May 16, 2019, by CoJax Oil and Gas Corporation, a Virginia corporation (“Issuer”), and BizLaunch Advisors, LLC, a Delaware limited liability company as escrow agent (“Escrow Agent”).  Issuer and Escrow Agent may also be referred to individually as a “party” and collectively as the “parties.”

HiTek Global Inc. – ESCROW AGREEMENT (July 19th, 2019)

This Escrow Agreement is made and entered into as of [●], 2019, by and among NEWBRIDGE SECURITIES CORPORATION, a Virginia corporation (the “Placement Agent”), HITEK GLOBAL, INC., a Cayman Islands company (the “Company”) and SUNTRUST BANK, a Georgia Banking corporation (the “Escrow Agent”).

SC Health Corp – ESCROW AGREEMENT (July 17th, 2019)

ESCROW AGREEMENT, dated as of July 11, 2019 (“Agreement”), by and among SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”) and SC Health Corporation, a Cayman Islands exempted company (the “Company”).

Greenland Acquisition Corp. – ESCROW AGREEMENT (July 12th, 2019)

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 12, 2019, by and among: (i) Greenland Acquisition Corporation, a British Virgin Islands business company with limited liability (including any successor entity thereto, “Purchaser”); (ii) Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in its capacity under the Share Exchange Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Share Exchange Agreement, the “Purchaser Representative”); (iii) Cenntro Holding Limited (“Seller”); and (iv) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Share Exchange Agreement.

SC Health Corp – ESCROW AGREEMENT (July 8th, 2019)

ESCROW AGREEMENT, dated as of [●], 2019 (“Agreement”), by and among SC Health Holdings Limited, a Cayman Islands exempted company (the “Sponsor”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”) and SC Health Corporation, a Cayman Islands exempted company (the “Company”).

Thestreet, Inc. – ESCROW AGREEMENT (June 12th, 2019)

ESCROW AGREEMENT (this “Agreement”) dated as of June 11, 2019, by and among TheMaven, Inc., a Delaware corporation (the “Parent”), TheStreet, Inc., a Delaware corporation (the “Company” and, together with the Parent, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N.A., as escrow agent (the “Escrow Agent”).

Chanticleer Holdings, Inc. – ESCROW AGREEMENT (May 28th, 2019)

THIS AGREEMENT (this “Agreement”) is made this May [__], 2019 by and among Chanticleer Holdings, Inc., a Delaware corporation (the “Issuer”), whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Securities Transfer Corporation, a Texas corporation with its principal address at, 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093 (the “Escrow Agent”).

Xynomic Pharmaceuticals Holdings, Inc. – ESCROW AGREEMENT (May 15th, 2019)

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2019, by and among: (i) Bison Capital Acquisition Corp., a British Virgin Islands company which, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below), will domesticate as a Delaware corporation and, immediately thereafter will be known as “Xynomic Pharmaceuticals Holdings, Inc.” (“Parent”), (ii) Yinglin Mark Xu, solely in his capacity under the Merger Agreement as the Stockholder Representative (the “Stockholder Representative”); and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

Twelve Seas Investment Co – ESCROW AGREEMENT (May 13th, 2019)

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2019 by and among (i) Brooge Holdings Limited, a Cayman Islands exempted company (“Pubco”), (ii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), and (iii) Brooge Petroleum and Gas Investment Company (BPGIC) PLC, a company incorporated under the laws of England and Wales (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Agreement (as defined below).

Kaixin Auto Holdings – ESCROW AGREEMENT (May 6th, 2019)

This ESCROW AGREEMENT (“Escrow Agreement”) is made as of _______________30 April_____________ 2019 by and among Renren Inc., (the “Seller”), CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and VISTRA CORPORATE SERVICES (HK) LIMITED, a Hong Kong company with registered office address at 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (“Escrow Agent”).

Resource Apartment REIT III, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN MP SUMMIT, LLC (Seller) AND RESOURCE APARTMENT OP III, LP (Purchaser) AND CHICAGO TITLE INSURANCE COMPANY (Escrow Agent) Dated: April 15, 2019 (April 24th, 2019)

This Sale, Purchase and Escrow Agreement (this “Agreement”) dated as of April 15th, 2019 (the “Effective Date”), is made by and between MP SUMMIT, LLC, a Delaware limited liability company (“Seller”), and RESOURCE APARTMENT OP III, LP, a Delaware limited partnership (“Purchaser”), and constitutes (a) a contract of sale and purchase between the parties and (b) an escrow agreement among Seller, Purchaser and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent”), the consent of which appears at the end hereof.

Vericity, Inc. – ESCROW AGREEMENT (March 27th, 2019)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of December     , 2018, by and among Raymond James & Associates, Inc., a Florida corporation (the “Placement Agent”), Vericity, Inc., a Delaware corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”) and Computershare Trust Company, N.A. (the “Escrow Agent”).

Target Hospitality Corp. – ESCROW AGREEMENT (March 21st, 2019)

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2019 by and among Target Hospitality Corp., a corporation organized under the laws of the State of Delaware (the “Company”), Harry E. Sloan (“Sloan”), Jeff Sagansky (“Sagansky”) and Eli Baker (“Baker” and together with Sloan and Sagansky, collectively the “Founder Group”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).   Each member of the Founder Group, the Company and the Escrow Agent are referred to herein individually as a “Party” and collectively as the “Parties.”

Bioceres Crop Solutions Corp. – ESCROW AGREEMENT (March 14th, 2019)

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2019, by and among: (i) UNION ACQUISTION CORP., an exempted company incorporated under the laws of the Cayman Islands, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined herein) as “Bioceres Crop Solutions Corp.” (including any successor entity thereto, “Union”), solely in respect of its obligations under Section 13 of this Agreement (ii) Joseph J. Schena, in the capacity as the Union Representative under the Share Exchange Agreement (as defined herein) (including any successor Union Representative appointed pursuant to and in accordance therewith, the “Union Representative”); (iii) BIOCERES S.A.,  a sociedad anónima formed under the laws of the Republic of Argentina (“Parent”); (iv) BIOCERES LLC, a Delaware limited liability company (“Bioceres”); and (v) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). 

Covetrus, Inc. – ESCROW AGREEMENT (February 7th, 2019)

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2019, by and among Henry Schein, Inc., a Delaware corporation (“Henry Schein”), Covetrus, Inc. (formerly known as HS Spinco, Inc.), Delaware corporation and a direct, wholly owned subsidiary of Henry Schein (“Spinco”), Shareholder Representative Services LLC, a Colorado limited liability company (the “Voyager Stockholders’ Representative”), solely in its capacity as the representative of the holders of capital stock of Voyager (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Puyi, Inc. – ESCROW AGREEMENT (PUBLIC OFFERING) (February 1st, 2019)

THIS AGREEMENT (this “Agreement”) is made this        , by and among Puyi Inc.  (the “Issuer”) and 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”).

Positive Physicians Holdings,inc. – ESCROW AGREEMENT (January 22nd, 2019)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of February __, 2019, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the “Placement Agent”), Positive Physicians Holdings, Inc., a Pennsylvania corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”) and Computershare Trust Company, N.A. (the “Escrow Agent”).

HS Spinco, Inc. – ESCROW AGREEMENT (December 26th, 2018)

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2019, by and among Henry Schein, Inc., a Delaware corporation (“Henry Schein”), HS Spinco, Inc., Delaware corporation and a direct, wholly owned subsidiary of Henry Schein (“Spinco”), Shareholder Representative Services LLC, a Colorado limited liability company (the “Voyager Stockholders’ Representative”), solely in its capacity as the representative of the holders of capital stock of Voyager (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

XT Energy Group, Inc. – Equity Investment Fund Escrow Agreement (December 20th, 2018)

In view of the provisions of the Equity Investment Agreement signed by Parties A, B and C on December 14, 2018, Parties A, B and C hereto, through amicable negotiation, reached the following agreements on RMB 60 million out of RMB 67.50 million of equity investment funds under the supervision of Party D.

DPW Holdings, Inc. – ESCROW AGREEMENT (December 7th, 2018)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 22, 2018, by and between DPW Holdings, Inc., a Delaware corporation (the “Company”) and Sichenzia Ross Ference Kesner LLP, with an address at 1185 Avenue of the American, 37th Floor, New York, New York 10036 (the “Escrow Agent”).

Nevada Gold & Casinos Inc – ESCROW AGREEMENT (November 30th, 2018)

This Escrow Agreement (this “Agreement”), dated as of November 29, 2018, is entered into by and among Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), Maverick Casinos LLC, a Nevada limited liability company (“Parent”), and Mutual of Omaha Bank, as escrow agent (the “Escrow Agent”).

Smaaash Entertainment Inc. – ESCROW AGREEMENT (November 30th, 2018)

This Escrow Agreement (this “Escrow Agreement”) is dated as of this 19th day of November, 2018, by and among I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), Shripal Morakhia (“Morakhia”) and Ellenoff Grossman & Schole LLP, as escrow agent (“Escrow Agent”). The Company, Morakhia and the Escrow Agent are sometimes individually referred to as a “Party” and collectively as the “Parties”.

Graph Blockchain Inc – ESCROW AGREEMENT THIS AGREEMENT is made as of the 6th day of November, 2018 AMONG: GRAPH BLOCKCHAIN INC. (the “Issuer”) AND: COMPUTERSHARE INVESTOR SERVICES INC. (the “Escrow Agent”) AND: EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a “Securityholder” or “you”) (collectively, the “Parties”) (November 21st, 2018)

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the “Policy”) in connection with the proposed listing of common shares on the Canadian Securities Exchange (the “Listing”) by the Issuer, an “emerging issuer” as defined in section 3.3 of the Policy.

CytoDyn Inc. – ESCROW AGREEMENT (November 19th, 2018)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of November 16, 2018, by and among ProstaGene, LLC, a Delaware corporation (“Seller”), CytoDyn Inc. (f/k/a Point NewCo Inc.), a Delaware corporation (“Purchaser”, and together with Seller, sometimes referred to individually as “Party” or collectively as the “Parties”), and Computershare Trust Company, N.A. (the “Escrow Agent”).

OncBioMune Pharmaceuticals, Inc – ESCROW AGREEMENT (November 14th, 2018)

This Escrow Agreement (the “Agreement”) is entered into as of September 24, 2018 by and among OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Company”), the parties who execute this agreement on a later date (each a “Purchaser”, and collectively the “Purchasers”), and Nason, Yeager, Gerson, White & Lioce, P.A. (the “Escrow Agent”):

Resource Apartment REIT III, Inc. – SALE, PURCHASE AND ESCROW AGREEMENT (November 9th, 2018)

This Sale, Purchase and Escrow Agreement, dated as of July 9, 2018 (this “Agreement”), is made by and between MATTHEWS RESERVE II, LLC, a Delaware limited liability company (“Seller”), and RESOURCE APARTMENT OP III, LP, a Delaware limited partnership (“Purchaser”), and constitutes (a) a contract of sale and purchase between the parties and (b) an escrow agreement among Seller, Purchaser and REPUBLIC TITLE OF TEXAS, INC. (“Escrow Agent”), the consent of which appears at the end hereof.

RumbleON, Inc. – ESCROW AGREEMENT (October 31st, 2018)

This Escrow Agreement (this “Agreement”) is made and entered into as of October 30, 2018 by and among RumbleOn, Inc., a Nevada corporation located at 4521 Sharon Road, Suite 370, Charlotte, NC 28211 (“Buyer”), Steven Brewster, a Tennessee resident (“Representative”), as representative of the Sellers under the Acquisition Agreements (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation located at 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).

Apricus Biosciences, Inc. – ESCROW AGREEMENT (October 17th, 2018)

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018, by and among SEELOS THERAPEUTICS, INC., a Delaware corporation (“Seelos”), Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), [●], [a/an] [●], as the representative of the investors (the “Investors’ Representative”)1 listed on EXHIBIT A hereto (each, an “Investor” and collectively, the “Investors”), and WILMINGTON TRUST N.A., a national banking association (the “Escrow Agent”). The Company (as defined below) and the Investors’ Representative are each sometimes referred to herein individually as “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Securities Purchase Agreement (as defined below) for reference between the Parties. All capitalized terms with respect to the duties and obligations of the Escrow Agent shall be defined herein.

Biolargo, Inc. – ESCROW AGREEMENT (October 2nd, 2018)

This Escrow Agreement (“Escrow Agreement”) is dated September 26, 2018, and is between Clyra Acquisition Corp., a California corporation whose principal office is located at 14921 Chestnut St., Westminster, CA 92683 (“Clyra”), Scion Solutions, LLC, an Indiana limited liability company whose principal office is located at 15 EMS T30A Lane, Leesburg, Indiana 46538 (“Scion”), and John R. Browning, Esq., an attorney licensed to practice law in the State of California whose principal office is located at 3200 Park Center Drive, Suite 500, Costa Mesa, CA 92626 (“Escrow Agent”).

Federal Life Group, Inc. – ESCROW AGREEMENT (September 18th, 2018)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of September 12, 2018, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the “Placement Agent”), Federal Life Group, Inc., a Pennsylvania corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”), Federal Life Insurance Company (“Federal Life”), and Computershare Trust Company, N.A. (the “Escrow Agent”).

Aptorum Group Ltd – DOCUMENT ESCROW AGREEMENT (September 5th, 2018)
Tower One Wireless Corp. – ESCROW AGREEMENT (August 24th, 2018)

This Escrow Agreement (“Agreement”) is made and entered into as of this 18th day of October, 2017, by and between Tower Construction & Technical Services, Inc. (“TCTS”), and its shareholders, Angel Hernandez (“Hernandez”) and Harold Ramirez (“Ramirez”) (Hernandez and Ramirez collectively referred to as the “Shareholders”), Tower One Wireless Corp. (“Tower”), (hereinafter collectively referred to the “Parties”) and The Josephs Law Finn (“Escrow Agent”).

Chicken Soup for the Soul Entertainment, Inc. – NONCOMPETE ESCROW AGREEMENT (August 17th, 2018)

ESCROW AGREEMENT (“Agreement”) dated as of August ___, 2018 by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“CSSE”), Adam Mosam (“Mosam”), who is the principal stockholder of Pivotshare, Inc. (“Pivotshare”), and Graubard Miller, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the stock purchase agreement by and among CSSE, Pivotshare, Mosam and all of the other stockholders of Pivotshare, dated as of August 14, 2018 (the “Stock Purchase Agreement”).

One Horizon Group, Inc. – ESCROW AGREEMENT (August 10th, 2018)

ESCROW AGREEMENT, dated as of August 10, 2018 (this “Agreement”), by and among One Horizon Group, Inc., a Delaware corporation (the “Company”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (collectively, the (“Stockholders”), and Mandelbaum Salsburg P.C. (the "Agent").