Escrow Agreement Sample Contracts

Digital Power Corporation – 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").

I-AM CAPITAL ACQUISITION Co – 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".

Reg Technologies 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) 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 Poli (November 21st, 2018)
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"):

Smart Server, 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).

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.

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.

Federal Life Group, Inc. – Escrow Agreement (October 11th, 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").

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)
Pacific Therapeutics Ltd. – 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").

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").

Gpods, Inc. – Escrow Agreement (August 2nd, 2018)

This agreement (this "Agreement") is dated as of July 27, 2018 by and between GPods, Inc. ("Company") located at 1308 Oak Avenue, Carlsbad, California 92008 and Krueger LLP located at 7486 La Jolla Boulevard, La Jolla, California 92037 ("Escrow Agent").

Aptorum Group Ltd – Document Escrow Agreement (July 13th, 2018)
Issuer Direct Corp – Escrow Agreement (July 5th, 2018)

This Escrow Agreement (this "Agreement") entered into on as of July 3, 2018 by and among Issuer Direct Corporation, a Delaware corporation ("Issuer Direct"), ACCESSWIRE Canada Ltd., a body corporate incorporated under the Business Corporations Act (Alberta) ("ACCESSWIRE Canada"), Fred Gautreau (the "Seller") and Quick Law Group P.C., a Colorado professional corporation (the "Escrow Agent"). Issuer Direct and ACCESSWIRE are referred to collectively herein as the "Buyer." The Buyer and the Seller are referred to collectively herein as the "Parties."

Puhui Wealth Investment Management Co., Ltd. – Escrow Agreement (Public Offering) (June 26th, 2018)

THIS AGREEMENT (this "Agreement") is made this _______________, 2018 by and among Puhui Wealth Investment Management Co., Ltd. (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").

Provention Bio, Inc. – Escrow Agreement (Public Offering) (June 20th, 2018)

THIS AGREEMENT (this "Agreement") is made this June __, 2018 by and among Provention Bio, 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").

Wah Fu Education Group Ltd – Escrow Agreement (June 15th, 2018)

THIS AGREEMENT (this "Agreement") is made this , 2018 by and among Wah Fu Education Group 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").

Pancretec Inc – Escrow Agreement (June 15th, 2018)

THIS ESCROW AGREEMENT, dated as of June 8, 2018, by and among ACOLOGY, INC., a Florida corporation (the "Company"), MARK HAINBACH (the "Seller") and ESCROW, LLC (the "Escrow Holder" and, together with the Company and the Seller, the "Parties"),

Oaktree Real Estate Income Trust, Inc. – Escrow Agreement (June 14th, 2018)

THIS ESCROW AGREEMENT dated as of May 9th, 2018 (this Agreement), is entered into by and among Oaktree Real Estate Income Trust, Inc., a Maryland corporation (the Company) and UMB Bank, N.A., as escrow agent (the Escrow Agent).

Rodin Income Trust, Inc. – Rodin Income Trust, Inc. Escrow Agreement (June 14th, 2018)

THIS ESCROW AGREEMENT (this "Agreement"), is made and entered into as of June 5, 2018 by and among Rodin Income Trust, Inc., a Maryland corporation (the "Company"), Cantor Fitzgerald & Co., a New York general partnership, as dealer manager for the Company (the "Dealer Manager"), and UMB Bank, N.A., as escrow agent (the "Escrow Agent").

CLPS Inc – Escrow Agreement (May 18th, 2018)

THIS AGREEMENT (this "Agreement") is made this __________________ by and among CLPS Incorporation, a Cayman Islands company (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 term used herein and not otherwise defined herein shall have the respective meaning set forth in the Underwriting Agreement (as defined below).

CNL Strategic Capital, LLC – Escrow Agreement (May 15th, 2018)

This ESCROW AGREEMENT (this Agreement) is dated this 14th day of February, 2018, by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the Company), UMB Bank, N.A. (the Escrow Agent) and CNL Securities Corp. (the Managing Dealer), (collectively, the Parties). This Agreement shall be effective as of the effective date of the Companys registration statement filed with the Securities and Exchange Commission containing the Prospectus (as defined below) (the Effective Date).

Apergy Corp – Escrow Agreement (May 7th, 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 May 3, 2018, by and among Wells Fargo Bank, National Association, as trustee under the Indenture (as defined below) (in such capacity, the Trustee), Apergy Corporation, a Delaware corporation (the Issuer and, together with the Trustee, sometimes referred to individually as a Party or collectively as the Parties), and JPMorgan Chase Bank, N.A., in its capacities as escrow agent and, as applicable, bank (the Escrow Agent). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture; provided the Escrow Agent shall not be deemed to have any knowledge of or obligation with respect to the meaning of any capitalized term not defined herein.

Apergy Corp – SECTION 11.07 Notes Payable on Redemption Date 96 SECTION 11.08 Notes Redeemed in Part 96 SECTION 11.09 [Reserved] 96 SECTION 11.10 Special Mandatory Redemption 96 ARTICLE TWELVE GUARANTEES SECTION 12.01 Guarantees 97 SECTION 12.02 Severability 99 SECTION 12.03 Restricted Subsidiaries 99 SECTION 12.04 Limitation of Guarantors Liability 99 SECTION 12.05 Contribution 99 SECTION 12.06 Subrogation 99 SECTION 12.07 Reinstatement 100 SECTION 12.08 Release of a Guarantor 100 SECTION 12.09 Benefits Acknowledged 100 SECTION 12.10 Effectiveness of Guarantees 100 ARTICLE THIRTEEN LEGAL DEFEASANCE AND COV (May 7th, 2018)

INDENTURE dated as of May 3, 2018 (this Indenture), among (a) Apergy Corporation, a Delaware corporation (the Issuer), (b) upon consummation of the Spin-off (as defined herein) and execution and delivery of the supplemental indenture substantially in the form of Exhibit A hereto, certain subsidiaries of the Issuer, as Guarantors (as defined herein), and (c) Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as Trustee (the Trustee).

Christopher & Banks – Escrow Agreement (May 2nd, 2018)

THIS ESCROW AGREEMENT (this "Agreement") is made as of April 27, 2018, by and among 2400 XENIUM, LLC, a Minnesota limited liability company ("Landlord"), CHRISTOPHER & BANKS CORPORATION, a Delaware corporation ("Tenant"), and OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY (the "Escrow Agent"), as escrow agent.

Pure Acquisition Corp. – Escrow Agreement (April 18th, 2018)

ESCROW AGREEMENT, dated as of April 12, 2018 (Agreement), by and among HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the Sponsor), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (Escrow Agent) and Pure Acquisition Corp, a Delaware corporation (the Company).

Oaktree Real Estate Income Trust, Inc. – Escrow Agreement (April 12th, 2018)
Wah Fu Education Group Ltd – Escrow Agreement (April 11th, 2018)

THIS AGREEMENT (this "Agreement") is made this , 2018 by and among Wah Fu Education Group 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").

Pure Acquisition Corp. – Escrow Agreement (April 10th, 2018)

ESCROW AGREEMENT, dated as of [*], 2018 (Agreement), by and among HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the Sponsor), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (Escrow Agent) and Pure Acquisition Corp, a Delaware corporation (the Company).

Escrow Agreement (March 21st, 2018)

ESCROW AGREEMENT, made as of the 30th day of December 30, 1985, by and among PROTECTIVE LIFE CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware ("Seller"), PROTECTIVE LIFE INSURANCE COMPANY, a corporation duly organized under the laws of the State of Alabama and a wholly-owned subsidiary of Seller, AMERICAN FOUNDATION LIFE INSURANCE COMPANY, a corporation duly organized under the laws of the State of Alabama and a wholly-owned subsidiary of Seller, UNITED FOUNDERS LIFE INSURANCE COMPANY, a corporation duly organized under the laws of the State of Oklahoma and a wholly-owned subsidiary of Seller, NATIONAL WESTMINSTER BANK USA, a national banking association ("NatWest USA"), and SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION (herein called the "Escrow Agent").

Seaspan Corporation – Escrow Agreement (March 14th, 2018)

This Escrow Agreement, dated this 13th day of March, 2018 (this Escrow Agreement), is entered into by and among SEASPAN CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands (Buyer), GREATER CHINA INDUSTRIAL INVESTMENTS LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the Holder Representative and, together with Buyer, the Parties and, each individually, a Party), and WILMINGTON TRUST, N.A., as escrow agent (the Escrow Agent). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).