Exhibit 10.13


 


ESCROW AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made this May [    ], 2021 by and among EZGO Technologies Ltd., a British Virgin Islands company (the “Issuer”), FT Global
Capital, Inc., the “Placement Agent”) whose name and address appear 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 Placement
Agency Agreement (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement, as amended (the “Registration
Statement”) covering the proposed initial public offering of its ordinary shares (the “Securities”);


 


WHEREAS, the Placement
Agent proposes, pursuant to the terms of the Registration Statement and that certain Placement Agency Agreement, dated as of May [ ],
2021, by and between the Placement Agent, as representative of the Placement Agents named therein, and the Issuer (the “Placement
Agency Agreement”) to offer the Securities, as agent for the Issuer, for sale in a public offering of the Company’s securities
to the public on a “best-efforts” basis without a firm commitment by the Placement Agent (the “Offering”);


 


WHEREAS, the Registration
Statement contemplates the execution and delivery of this Agreement and the deposit by Issuer with the Escrow Agent of $[ ] (the “Escrow
Amount”) in order to provide source of funding for certain indemnification obligations of Issuer as described in the Registration
Statement and the Placement Agency Agreement, and the parties hereto wish such deposit to be subject to the terms and conditions set forth
herein and in the Placement Agency Agreement; and


 


WHEREAS, the Issuer
and the Placement Agent propose to establish an escrow account (the “Escrow Account”), to which the Escrow Amount is be credited,
and the Escrow Agent is willing to establish the Escrow Account and the terms thereof are subject to the conditions hereinafter set forth.


 


NOW, THEREFORE in consideration of the
premises and mutual covenants herein contained, the parties hereto hereby agree as follows:


 


	1.	Information Sheet. Each capitalized term not otherwise defined in this Agreement shall have
the meaning set forth for such term on the information sheet which is attached to this Agreement as Exhibit A and is incorporated
by reference herein and made a pact hereof (the “Information Sheet”).



 






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	2.	Establishment of the Bank Account.



 


2.1 The
Escrow Agent shall establish an interest bearing bank account  at the branch of [ ] (the “Bank”)
selected by the Escrow Agent, and bearing the designation set forth on the Information Sheet (heretofore defined as the “Bank Account”).
While the funds are on deposit, the Escrow Agent may earn bank credits or other consideration. The purpose of the Bank Account is for
(a) the deposit of the Escrow Amount by the Issuer to the Escrow Agent, (b) the holding of the Escrow Amount and (c) the disbursement
of the Escrow Amount, all as described herein.


 


	3.	Deposits to the Bank Account.



 


3.1 The Issuer shall, upon
the closing of the Offering, deliver to the Escrow Agent, by wire transfer in accordance with the wire transfer instructions set forth
on the Information Sheet, the Escrow Amount. Upon the Escrow Agent’s receipt of the Escrow Amount, it shall be credited to the Escrow
Account.


 


3.2 Promptly after receiving
the Escrow Amount as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. The Escrow Agent shall cause
the Bank to process the Escrow Amount for collection through the banking system.


 


	4.	Disbursement from the Bank Account.



 


4.1 Promptly following the
date that is six (6) months after the closing date of the Offering (the “Closing Date”), the Escrow Agent shall retain in
the Escrow Account such amount that is the subject of all claim notices, if any, delivered by the Placement Agent to the Issuer in connection
with the Company’s indemnification obligations in accordance with the Placement Agency Agreement, and shall pay the remaining balance
of the Escrow Account, if any, to the Issuer (subject to withholding as applicable) based on a release instruction issued jointly by the
Issuer and the Placement Agent (the “Joint Release Instruction”).


 


4.2 In the event that the
Placement Agent delivers a claim notice in accordance with the Placement Agency Agreement on or prior to the day that is that is six (6)
months after the Closing Date, as applicable, the Escrow Agent shall continue to hold in escrow and shall not release, an amount of funds
then held in escrow equal to the lesser of: (i) the amount claimed by the Placement Agent which is payable to the Placement Agent in accordance
with the terms of the Placement Agency Agreement (but not in any event in excess of the Escrow Amount); or (ii) the balance of the Escrow
Account which is available for release and distribution to the Issuer. The portion of the Escrow Account in excess of the amount specified
in clause (i) of the preceding sentence (as may be the subject of one or more timely delivered claim notices) shall be released by the
Escrow Agent as specified in Section 4.1 (as may be applicable). With respect to the amounts specified in any such timely delivered claim
notices, the Escrow Agent shall promptly disburse funds from the Escrow Account within three (3) Business Days (as defined herein) after
delivery to the Escrow Agent of: (i) a Joint Release Instruction, as may be directed in such Joint Release Instruction; or (ii) if the
Placement Agent and the Issuer are unable for any reason to issue a Joint Release Instruction (including in any case in which the Placement
Agent and the Issuer are unable to agree on the terms of a Joint Release Instructions), within ten (10) Business Days following the request
of a party to issue such Joint Release Instruction, as specified in the terms of a Final Determination (as defined herein).


 






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4.3 For purposes of this Agreement:
(a) “Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks located in New York,
New York, are obligated or authorized by applicable law to remain closed for business; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,”
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day; and (b) “Final Determination” means a final
non-appealable order of any court of competent jurisdiction which may be issued, together with (A) a certificate of the prevailing party
to the effect that such judgment is final and non-appealable and from a court of competent jurisdiction having proper authority and (B)
the written payment instructions of the prevailing party.


 


4.4 Upon disbursement of the
Escrow Amount pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from
all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made
by the Escrow Agent exceed the amount of the Escrow Amount.


 


	5.	Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the
duties of the Escrow Agent are purely ministerial in nature, and that:



 


5.1 The Escrow Agent shall
not be responsible for or be required to enforce any of the terms or conditions of the Placement Agency Agreement or any other agreement
between the Placement Agent and the Issuer nor shall the Escrow Agent be responsible for the performance by the Placement Agent or the
Issuer of their respective obligations under this Agreement.


 


5.2 The Escrow Agent shall
be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate,
signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow
Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity,
existence or identity or any person purporting to give any such notice or instructions or to execute any such certificate, instrument
or other document.


 


5.3 If the Escrow Agent is
uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amount which,
in its sole determination, are in conflict either with other, instructions received by it or with any provision of this Agreement, it
shall be entitled to hold the Escrow Amount or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the
Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent,
at its sole option, may deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties
in interest are joined. Upon the deposit by the Escrow Agent of the Escrow Amount with the Clerk of any court, the Escrow Agent shall
be relieved of all further obligations and released from all liability hereunder.


 






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5.4 The Escrow Agent shall
not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except
in the case of willful misconduct or negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing.


 


5.5 The Escrow Agent shall
have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amount or any part thereof or
to file any statement under the Uniform Commercial Code with respect to the Escrow Amount or any part thereof.


 


	6.	Amendment; Resignation.



 


 6.1 This Agreement may
be altered or amended only with the written consent of the Issuer, the Placement Agent and the Escrow Agent.


 


6.2 The Escrow Agent may resign
for any reason upon thirty (30) business days’ written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign
as herein provided, it shall not be required to make any disbursement or otherwise dispose of the Escrow Amount, but its only duty shall
be to hold the Escrow Amount until they clear the banking system for a period of not more than five (5) Business Days following the effective
date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including
the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the Placement
Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Escrow Amount,
less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received
written notice signed by the Issuer, the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly
deposit the Escrow Amount with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined.
Upon the deposit by the Escrow Agent of the Escrow Amount with the Clerk of any court, the Escrow Agent shall be relieved of all further
obligations and released from all liability hereunder. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent
shall be entitled to be reimbursed by the Issuer and the Placement Agent for any actual and reasonable expenses incurred in connection
with its resignation, transfer of the Escrow Amount to a successor escrow agent or distribution of the Escrow Amount pursuant to this
Section 6.


 


	7.	Representations and Warranties. The Issuer and the Placement Agent hereby jointly and severally
represent and warrant to the Escrow Agent that:



 


7.1 No party other than the
parties hereto have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.


 


7.2 No financing statement
under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or
generally) the Escrow Amount or any part thereof.


 






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7.3 Reasonable controls have
been established and required due diligence performed to comply with “Know Your Customer” regulations, USA Patriot Act, Office
of the Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.


 


	8.	Fees and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees set forth
on the Information Sheet, payable as and when stated therein. In addition, the Issuer and the Placement Agent jointly and severally agree
to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including, but not limited to, reasonable
counsel fees. Upon receipt of the Escrow Amount, the Escrow Agent shall have a lien thereupon to the extent of its fees for services as
Escrow Agent.



 


	9.	Indemnification and Contribution.



 


9.1 The Issuer and the Placement
Agent (collectively referred to as the “Indemnitors”) jointly and severally agree to indemnify the Escrow Agent and its officers,
directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless
of and from, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the
Indemnitees may suffer or incur by reason of any action, claim or proceeding brought by a third party against the Indemnitees arising
out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding
is the result of the willful misconduct or gross negligence of the Indemnitees.


 


9.2 If the indemnification
provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall contribute such amounts
as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages
and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in
settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.


 


9.3 The provisions of this
Article 9 shall survive any termination of this Agreement, whether by disbursement of the Escrow Amount, resignation of the Escrow Agent
or otherwise.


 


	10.	Governing Law and Assignment. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns; provided,
however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts shall be
void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall
have consented in writing to such assignment or transfer.



 






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	11.	Notices. All notices, demands, consents, requests, instructions and other communications
to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated
hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered,
on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered
mail return receipt requested, on the business day of such delivery (as evidenced by the signed certified mail card), (iii) if delivered
by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the
overnight courier service of recognized standing), (iv) if delivered by facsimile transmission, on the business day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by
the printed confirmation of delivery generated by the sending party’s telecopier machine), or (v) if delivered by email on the business
day of such delivery (as evidenced by delivery confirmation). If any notice, demand, consent, request, instruction or other communication
cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 11), or the refusal to
accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business
day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions
and other communications will be sent to addresses or facsimile numbers as applicable set forth hereunder.



 


If to the Company, to:


 


EZGO Technologies,
Ltd.


Building #A, Floor 2, Changzhou Institute
of Dalian University of Technology,


Science and Education Town


Wujin District, Changzhou City


Jiangsu, China 213164

Attention: Jianhui Ye, Chief Executive Officer


Email:


 


with a copy to (which shall not constitute
notice):


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attention: Richard I. Anslow, Esq.


Email: Ranslow@egsllp.com


Facsimile:


 


If to the Placement
Agent, to:


 


FT Global Capital,
Inc.


________________


________________


Attention: Patrick
Ko


Email: pko@ftgobalcap.com


 






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with a copy
to (which shall not constitute notice):


 


Sheppard, Mullin,
Richter & Hampton LLP


30 Rockefeller
Plaza


New York, NY 10112


Attention: Richard
A. Friedman, Esq.


Email: rafriedman@sheppardmullin.com


Facsimile: 212-653-8701


 


If to the Escrow
Agent, to:


 


Continental Stock
Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attention: Jaswinder Goraya


Email: jgoraya@continentalstock.com


Facsimile: 212-616-7620


 


	12.	Severability. If any provision of this Agreement or the application thereof to any person
or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such
provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and
shall be valid and enforceable to the fullest extent permitted by law.



 


	13.	Execution in Several Counterparts. This Agreement may be executed in several counterparts or by
separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.



 


	14.	Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection
therewith.



 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the day and year first above written.


 


	THE ISSUER	 
	 	 	 	 
	By: 	 	 
	 	Name: 	Jianhui Ye	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	THE PLACEMENT AGENT	 
	 	 	 	 
	By: 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 	 
	By: 	 	 
	 	Name:	 	 
	 	Title:	 	 



 


[Signature Page to Escrow Agreement]


 




     


     


    

 


EXHIBIT A


 


ESCROW AGREEMENT INFORMATION SHEET


 


1. The Issuer


 


Name: EZGO Technologies, Ltd.


 


Address:


 


Building #A, Floor 2, Changzhou Institute
of Dalian University of Technology,


Science and Education Town


Wujin District, Changzhou City


Jiangsu, China 213164


 


2. The Placement
Agent


 


Name: FT Global Capital, Inc.,
as the Placement Agents


 


Address:


 


3. Title of Escrow Account


 


“CST&T as agent for EZGO Technologies.,
Ltd. and FT Global Capital, Inc.”


 


4. Escrow Agent Fees and Charges


 


	Administration & Agency Fee	$[6,500.00]



 


The acceptance fee and administration fee covers all account set-up
services, the review, negotiation and execution of the litigation fund deposit agreement, KYC, OFAC and USA Patriot Act due diligence,
claim instructions and release instructions, on-going account, compliance review, records retention, enclosing and mailing Forms 1099
B and escheat services The escrow agent acceptance fee and administration fee is due and payable upon the effective date of appointment.
See assumptions for duration.


 


	Claims Processed, per claim	$[750.00]



 


	Out-of-pocket expenses	At cost



 




Out-of-pocket expenses when applicable will be
billed at cost at the sole discretion of Continental Stock Transfer & Trust Company.


 






     


     


    

 


	Extraordinary services	Market rate



 


Fees for services not specifically covered in
this schedule will be billed in accordance with our prevailing rates for such services.


 


These costs may include, but are not limited
to, review of IRS Form W-8IMY for foreign holders, shareholder presentment status updates, shareholder record adjustments, electronic
copies of shareholder presentments and non-standard shareholder records.


 


Assumptions


 


This proposal is based upon the following assumptions
with respect to the role of administrative agent. Should any of the assumptions, duties or responsibilities change, we reserve the right
to affirm, modify or rescind this proposal.


 


		●	The period of this Engagement Letter is 6 months. Beyond this duration, a fee of $[400.00]/month will
be in effect.



 


		●	Continental will be provided W-9/appropriate W-8 forms and payment instructions for disbursements.



 


Terms and conditions


 


Invoices outstanding for over 30 days are subject
to a 1.5% per month late payment penalty.


 


5. Escrow
Agent Wire Transfer Instructions


 


Account Name: 


Continental Stock Transfer & Trust Company as Agent for EZGO
Technologies, Ltd. Escrow 2021


 




	Short name: 	CST&T AAF EZGO Technologies, Ltd. Escrow 2021
	 	 
	[Address:	1 State Street, 30th Floor
	 	New York, NY 10004
	BANK:	JPMorgan Chase Bank, N.A.
	 	4 NYP, Floor 15
	 	New York, NY 10004
	ACCOUNT #:	 
	ABA #:	021000021
	SWIFT CODE:	CHASUS33
	Reference:	Attn:  Patrick Small ]


 


	PRIMARY CONTACT: 	 	SECONDARY CONTACT: 
	Patrick Small 	 	Jaswinder Goraya
	SPAC & Escrow Administrator 	 	Corporate Actions Administration
	Continental Stock Transfer & Trust Company 	 	Continental Stock Transfer & Trust Company
	Accounting Department 	 	Corporate Actions Services 
	1 State Street, 30th Floor	 	1 State Street, 30th Floor
	New York, NY 10004 	 	New York, NY 10004 
	0: (212) 845-5284	 	0: (212)-845-5212   
	F: (212) 616-7620	 	E:  jgoraya@continentalstock.com
	E:  psmall@continentalstock.com