Exhibit 10.5


 


ESCROW AGREEMENT


 


This ESCROW AGREEMENT (this “Agreement”)
dated as of this [●] day of March 2021 by and among EBANG INTERNATIONAL HOLDINGS INC., a company organized under the
laws of the Cayman Islands (the “Company” or “Ebang”), having an address at 26-27/F, Building
3, Xinbei Qianjiang International Building, Qianjiang Economic and Technological Development Zone, Yuhang District, Hangzhou, Zhejiang,
311100, People’s Republic of China; UNIVEST SECURITIES, LLC, having an address at 375 Park Avenue, 15th
Fl., New York, NY 10152 (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow
Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company, the
Escrow Agent and the Placement Agent are collectively referred to as “Parties” and individually, a “Party.”


 


W I T N E S S E T H:


 


WHEREAS, the
Company proposes to sell units of equity securities (each a “Unit” and collectively, the “Units”),
with each Unit consisting of one Class A ordinary share and one warrant to purchase one-half of one Class A ordinary share (collectively,
the “Securities”) at a to be determined public offering price per Unit, for an offering amount of up
to $125,000,000 (the “Maximum Offering Amount”) in a best efforts offering (the “Offering”)
to investors (each, an “Investor”); and


 


WHEREAS, subject
to all of the conditions to closing being satisfied or waived, the closing of the Offering shall take place on the date upon which
Ebang and the Placement Agent elect to close the Offering in their sole discretion, after all conditions for the closing of the
Offering have been satisfied; provided, however, that such date shall be on or before April 16, 2021 (the “Closing Date”);
and


 


WHEREAS, in
connection with the Offering, the Company entered into an Engagement Agreement and Placement Agency Agreement with the Placement
Agent and will enter into a Securities Purchase Agreement and the documents that are exhibits thereto (including form of Warrant)
with each Investor, and certain other agreements, documents, instruments and certificates necessary to carry out the purposes thereof
(collectively, the “Transaction Documents”); and


 


WHEREAS, the
Company and the Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and the Placement
Agent shall instruct the Investors to deposit checks and other instruments for the payment of money made payable to the order of
“WILMINGTON TRUST, N.A. as Escrow Agent for Ebang Escrow,” and the Escrow Agent is willing to accept said checks and
other instruments for the payment of money in accordance with the terms hereinafter set forth; and


 


WHEREAS, there
is no minimum offering amount and all funds shall only be returned to the potential Investors in the event the Offering is not
consummated or if the Company, in its sole discretion, rejects all or a part of a particular potential Investor’s subscription;
and


 


WHEREAS, the
Company and the Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity
that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and


 






     


     


    

 


WHEREAS, THE COMPANY
AND THE PLACEMENT AGENT UNDERSTAND THAT THE ESCROW AGENT, BY ACCEPTING THE APPOINTMENT AND DESIGNATION AS ESCROW AGENT HEREUNDER,
IN NO WAY ENDORSES THE MERITS OF THE OFFERING OF THE SECURITIES. THE COMPANY AND THE PLACEMENT AGENT AGREE TO NOTIFY ANY PERSON
ACTING ON ITS BEHALF THAT THE ESCROW AGENT’S POSITION AS ESCROW AGENT DOES NOT CONSTITUTE SUCH AN ENDORSEMENT, AND TO PROHIBIT
SAID PERSONS FROM THE USE OF THE ESCROW AGENT’S NAME AS AN ENDORSER OF THE OFFERING; and


 


WHEREAS, the
Company and the Placement Agent represent and warrant to the Escrow Agent that a copy of each document that has been delivered
to the Investor and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.


 


NOW, THEREFORE,
IT IS AGREED as follows:


 


Article
1

ESCROW DEPOSIT


 


Section 1.1 Delivery of Escrow
Funds.


 


(a) The
Placement Agent and the Company shall instruct the Investors to deliver to Escrow Agent checks made payable to the order of “WILMINGTON
TRUST, N.A. as Escrow Agent for Ebang Escrow”, or wire transfer to:


 


Wilmington Trust Company


ABA #: [●]


A/C #: [●]


A/C Name: Ebang International Escrow


Attn: Boris Treyger


 


International Wires:


 


M&T


Buffalo, New York


ABA: 022000046


SWIFT: MANTUS33


Beneficiary Bank: Wilmington Trust


Beneficiary ABA: [●]


A/C #: [●]


A/C Name: Ebang International Escrow


 


All such checks and wire transfers
remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the
Investor’s social security or taxpayer identification number and address. In the event the Investor’s address
and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then the
Placement Agent and/or the Company agree to promptly upon request provide the Escrow Agent with such information in writing.
The checks or wire transfers shall be deposited into a non-interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION
entitled “Ebang Escrow” (the “Escrow Account”).


 






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(b) The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 


(c) The
Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow
Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole
duty of the Escrow Agent shall be to return the check to the Investor and advise the Company and the Placement Agent promptly thereof.


 


(d) All
funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at WILMINGTON TRUST, NATIONAL ASSOCIATION.


 


Section 1.2 Release of
Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a) In
the event that the Company advises the Escrow Agent in writing that the Offering has been terminated, the Escrow Agent shall promptly
return the funds paid by each Investor to such Investor without interest or offset;


 


(b) In
the event that the Company advises the Escrow Agent in writing that it has rejected a proposed Investor’s Securities Purchase
Agreement, the Escrow Agent shall promptly return such proposed Investor’s Purchase Price to such proposed Investor without
interest or offset.


 


(c) [Reserved]


 


(d) At
the closing of the Offering, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding
the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed
by the Company and the Placement Agent (the “Disbursement Instructions”).


 


(e) [Reserved]


 


(f) If
by 5:00 P.M. Eastern time on April 16, 2021, the Escrow Agent has not received in accordance with paragraph 2(d) above, written
Disbursement Instructions from the Company and the Placement Agent regarding the disbursement of the Escrow Funds in the Escrow
Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset.
The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent.


 


(g) The
Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(h) The Placement
Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be
returned in accordance with this section.


 






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(i)  In
the event that the Escrow Agent makes any payment to any other party pursuant to this Agreement and for any reason such payment
(or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy
or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow
Agent upon written request the amount so paid to it.


 


(j) The
Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect
to the Escrow Funds, including without limitation any attachment, levy or garnishment, without any obligation to determine such
court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any
such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance,
regardless of the final disposition of any such judgment, order or process.


 


(k) Each
Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon any Disbursement Instructions delivered
to the Escrow Agent for the disbursement of Escrow Funds under this Agreement if such Disbursement Instructions are not:


 


(i) in writing,


 


(ii) signed
by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized
Representative” of such Party), and


 


(iii) delivered
to, and able to be authenticated by, the Escrow Agent in accordance with Section 3.3 below.


 


(l) Upon
request by any Party, the Escrow Agent will set up each Party with on-line access to the account(s) established pursuant to this
Agreement, which each Party can use to view and verify transaction on such account(s).


 


(m) A
Party may specify in a written notice for the disbursement of funds whether such Escrow Funds shall be disbursed by way of wire
transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent
may disburse the Escrow Funds by wire transfer.


 


Section 1.3 Disbursement
Instructions and Other Instructions.


 


(a) With respect to
any Disbursement Instructions or any other notice, direction or other instruction required to be delivered by a Party to the Escrow
Agent under this Agreement, the Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from
time to time if the Escrow Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized
Representative of such Party. The Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction
is, in fact, a person duly authorized to give instructions on behalf of a Party, other than to verify that the signature of the
Authorized Representative on any such instruction appears to be the signature of such person. Each Party acknowledges and agrees
that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the
Escrow Agent, and that there may be more secure methods of transmitting instructions other than the method selected by such Party.
The Escrow Agent shall have no responsibility or liability for any loss which may result from (i) any action taken or not taken
by the Escrow Agent in good faith reliance on any such signatures or instructions, (ii) as a result of a Party’s reliance
upon or use of any particular method of delivering instructions to the Escrow Agent, including the risk of interception of such
instruction and misuse by third parties, or (iii) any officer or Authorized Representative of a Party named in Schedule II
delivered hereunder prior to actual receipt by the Escrow Agent of a more current incumbency certificate or an updated Schedule
II and a reasonable time for the Escrow Agent to act upon such updated or more current certificate or Schedule.


 






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(b) Each
Party may, at any time, update Schedule II by signing and submitting to the Escrow Agent an update of such Schedule. Any
updated Schedule shall not be effective unless the Escrow Agent countersigns a copy thereof. The Escrow Agent shall be entitled
to a reasonable time to act to implement any changes on an updated Schedule II.


 


Section 1.4 Delivery and
Authentication of Disbursement Instructions.


 


(a) Disbursement
Instructions must be delivered to Escrow Agent by one of the delivery methods set forth in Section 3.3.


 


(b) Each
Party and the Escrow Agent hereby agree that the following security procedures will be used to verify the authenticity of Disbursement
Instructions delivered by any Party to the Escrow Agent under this Agreement:


 


		(i)	The Disbursement Instructions must include the name and signature of the person delivering the
disbursement request to the Escrow Agent. The Escrow Agent will check that the name and signature of the person identified on the
Disbursement Instructions appears to be the same as the name and signature of an Authorized Representative of such Party.



 


		(ii)	The Escrow Agent will make a telephone call to an Authorized Representative of the Party purporting
to deliver the Disbursement Instructions (which Authorized Representative may be the same as the Authorized Representative who
delivered the Disbursement Instructions) at any telephone number for such Authorized Representative as set forth on Schedule
II to obtain oral confirmation of delivery of the Disbursement Instructions. The Escrow Agent is hereby authorized to call
only one of the Parties signing the Disbursement Instructions, at the number listed in Schedule II to this Agreement.



 


		(iii)	If the Disbursement Instructions are sent by email to the Escrow Agent, the Escrow Agent also shall
review such email address to verify that it appears to have been sent from an email address for an Authorized Representative of
one of the Parties as set forth on Schedule II, as applicable, or from an email address for a person authorized under Schedule
II to email Disbursement Instructions to the Escrow Agent on behalf of the Authorized Representative).



 






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(c) Each
Party acknowledges and agrees that given its particular circumstances, including the nature of its business, the size, type and
frequency of its instructions, transactions and files, internal procedures and systems, the alternative security procedures offered
by the Escrow Agent and the security procedures in general use by other customers and banks similarly situated, the security procedures
set forth in this Section 1.4 are a commercially reasonable method of verifying the authenticity of a payment order in any Disbursement
Instructions.


 


(d) The
Escrow Agent is authorized to execute, and each Party expressly agrees to be bound by any payment order in any Disbursement Instructions
issued in its name (and associated funds transfer) (i) that is accepted by the Escrow Agent in accordance with the security procedures
set forth in this Section 1.4, whether or not authorized by such Party and/or (ii) that is authorized by or on behalf of such Party
or for which such Party is otherwise bound under the law of agency, whether or not the security procedures set forth in this Section
1.4 were followed, and to debit the Escrow Account for the amount of the payment order. Notwithstanding anything else, the Escrow
Agent shall be deemed to have acted in good faith and without negligence, gross negligence or misconduct if the Escrow Agent is
authorized to execute the payment order under this Section 1.4. Any action taken by the Escrow Agent pursuant to this paragraph
prior to the Escrow Agent’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment of any
Disbursement Instructions shall not be affected by such notice.


 


(e) The
security procedures set forth in this Section 1.4 are intended to verify the authenticity of payment orders provided to the Escrow
Agent and are not designed to, and do not, detect errors in the transmission or content of any payment order. The Escrow Agent
is not responsible for detecting an error in the payment order, regardless of whether any of the Parties believes the error was
apparent, and the Escrow Agent is not liable for any damages arising from any failure to detect an error.


 


(f) When
instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number),
the Escrow Agent, and any other banks participating in the funds transfer, may rely solely on the unique identifier, even if it
identifies a party different than the party named. Each Party agrees to be bound by the rules of any funds transfer network used
in connection with any payment order accepted by the Escrow Agent hereunder.


 


(g) The
Escrow Agent shall not be obliged to make any payment requested under this Agreement if it is unable to validate the authenticity
of the request by the security procedures set forth in this Section 1.4. The Escrow Agent’s inability to confirm a payment
order may result in a delay or failure to act on that payment order. Notwithstanding anything else in this Agreement, the Escrow
Agent shall not be required to treat a payment order as having been received until the Escrow Agent has authenticated it pursuant
to the security procedures in this Section 1.4 and shall not be liable or responsible for any losses arising in relation to such
delay or failure to act.


 






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ARTICLE 2

PROVISIONS CONCERNING THE ESCROW AGENT


 


Section 2.1 Acceptance
by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a) The
Escrow Agent may act in reliance upon any signature reasonably believed by it to be genuine, and may assume that any person who
has been designated by the Placement Agent or the Company to give any written instructions, notice or receipt, or make any statements
in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry
as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions.
The names and true signatures of each individual authorized to act singly on behalf of the Company and The Placement Agent are
stated in Schedule II, which is attached hereto and made a part hereof. The Company and the Placement Agent may each remove
or add one or more of its authorized signers stated on Schedule II by notifying the Escrow Agent in writing of such change
in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. The Escrow
Agent shall be entitled to rely upon any order, judgment, opinion, or other writing delivered to it in compliance with the provisions
of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety
or validity of service thereof.


 


(b) The
Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow
Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless
caused by its willful misconduct or gross negligence.


 


(c) In
the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to
(i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of
competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(d) The
Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than the
Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered
to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not
prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to
the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account,
and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow
Agent have been collected and are available for withdrawal. The Escrow Agent makes no representation as to the validity, value,
genuineness or collectability of any security or other document or instrument held by or delivered to it.


 


(e) The Escrow
Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or
obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the
provisions of any agreement by the Company beyond the specific terms hereof. Without limiting the foregoing, the Escrow Agent
shall dispose of the Escrow Funds in accordance with the express provisions of this Agreement, and has not reviewed and shall
not make, be required to make or be liable in any manner for its failure to make, any determination under the Transaction
Documents, or any other agreement, including, without limitation, any determination of whether (i) the Company has complied
with the terms of the Transaction Documents, (ii) an investment in the Securities is suitable for the proposed Investors, or
(iii) the Transaction Documents comply with applicable securities laws.


 






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(f) No
provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder. The Escrow Agent is acting under this Agreement as a stakeholder only and shall
be considered an independent contractor with respect to each Party. No term or provision of this Agreement is intended to create,
nor shall any such term or provision be deemed to have created, any trust, joint venture, partnership, or debtor/creditor relationship
between or among the Escrow Agent and any of the Parties.


 


(g) In
no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental
damages even if the Escrow Agent has been advised of the likelihood of such loss or damage.


 


Section 2.2. Indemnification.
The Placement Agent and the Company agree, jointly and severally, to indemnify and hold the Escrow Agent and its employees,
officers, directors and agents harmless from and against any and all claims, losses, costs, liabilities, damages, suits,
demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by
the Escrow Agent arising out of or related, directly or indirectly, to this Agreement unless caused by the Escrow
Agent’s gross negligence or willful misconduct. The Placement Agent and the Company agree, jointly and severally, to
pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Funds incurred in
connection herewith and shall indemnify and hold harmless the Escrow Agent with respect to any amounts that it is obligated
to pay in the way of such taxes. The Escrow Agent shall not incur any liability for performing or not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow
Agent, including, without limitation, war (whether declared or existing), revolution, insurrection, riot, civil commotion,
accident, fire, explosion, stoppage of labor, strikes and other differences with employees; the act, failure or neglect of
the parties hereto (other than the Escrow Agent) or any of their agents; any delay, error, omission or default of any mail,
courier, facsimile or wireless agency or operator; or the acts or edicts of any government or governmental agency or other
group or entity exercising governmental powers. The terms of this paragraph shall survive termination of this Agreement.


 


Section
2.3. Limitation of Liability. the escrow
agent SHALL NOT be liable, directly or indirectly, for any (i) damages, Losses or expenses arising out of the services
provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have DIRECTLY resulted from
the escrow agent’s gross negligence or willful misconduct, or (ii) special, Indirect or consequential damages or LOSSES
OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the
possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.


 






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Section 2.4. Resignation and
Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written
notice of such resignation to the Placement Agent and the Company. Upon providing such notice, the Escrow Agent shall have no
further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such 30-day
period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing the Investor’s
checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust
company, attorney or other person as successor. Upon receipt of such written designation signed by the Placement Agent and
the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further
obligations hereunder. If such instructions are not received within 30 days following the effective date of such resignation,
then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent
jurisdiction pending the appointment of a successor. In either case provided for in this paragraph, the Escrow Agent shall be
relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.


 


Section 2.5
Termination. The Company and the Placement Agent may terminate the appointment of the Escrow Agent hereunder upon
written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from
the date of such notice. In the event of such termination, the Company and the Placement Agent shall, within 30 days of such
notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the
Company and the Placement Agent, turn over to such successor escrow agent all of the Escrow Funds; provided, however,
that if the Company and the Placement Agent fail to appoint a successor escrow agent within such 30-day period, such
termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof.
Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by
all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all
liability thereafter arising with respect to the Escrow Funds and under this Agreement.


 


Section 2.6
Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to compensation as
stated in the schedule attached hereto as Schedule III, which fee shall be paid by the Company upon the signing of
this Agreement. In addition, the Company shall be obligated to reimburse the Escrow Agent for all fees, costs and expenses
incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s
fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination
of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be
reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification,
cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any
such fee becomes due, prior to the closing, the Escrow Agent shall advise the Company and the Company shall direct all such
amounts to be paid directly at the closing. The terms of this paragraph shall survive termination of this Agreement.


 


Section 2.7. Merger or
Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which
it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and
assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale,
merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under
this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor,
without the execution or filing of any instrument or paper or the performance of any further act.


 






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Section 2.8. Attachment of
Escrow Funds; Compliance with Legal Orders. In the event that any Escrow Funds shall be attached, garnished or levied
upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment
or decree shall be made or entered by any court order affecting the Escrow Funds, the Escrow Agent is hereby expressly
authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so
entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without
jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable
to any Party or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ,
order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 


Section 2.9 Force
Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its
obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military
disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or
communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being
understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as reasonably practicable under the circumstances.


 


Section 2.10 Compliance with
Legal Orders. The Escrow Agent shall be entitled to consult with legal counsel in the event that a question or
dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be
fully protected in acting in accordance with the advice or opinion of such counsel.


 


Section 2.11 No Financial
Obligation. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations
or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Escrow
Agent's sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity
which it deems, in its sole and absolute discretion, to be satisfactory.


 


ARTICLE 3

MISCELLANEOUS


 


Section 3.1. Successors and
Assigns. This Agreement shall be binding on and inure to the benefit of each Party and the Escrow Agent and their
respective successors and permitted assigns. No other persons shall have any rights under this Agreement. No assignment of
the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to
the other Parties and the Escrow Agent and shall require the prior written consent of the other Parties and the Escrow Agent
(such consent not to be unreasonably withheld).


 


Section 3.2. Escheat.
Each Party is aware that under applicable state law, property which is presumed abandoned may under certain circumstances
escheat to the applicable state. The Escrow Agent shall have no liability to any of the Parties, their respective heirs,
legal representatives, successors and assigns, or any other party, should any or all of the Escrow Funds escheat by operation
of law.


 






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Section 3.3. Notices.
All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized
overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If to The Placement
Agent:


 


Univest Securities, LLC


375 Park Avenue, 15th Fl., New York, NY
10152


Attention: Edric Guo


Phone: (212) 343-8888


Email: yguo@univest.us


 


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


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800, New York,
NY 10022


Attention: Ying Li


Phone: (212) 530-2206


E-Mail: yli@htflawyers.com


 


If to the Company:


 


Ebang International Holdings Inc.


26-27/F, Building 3, Xinbei Qianjiang International
Building, Qianjiang Economic and Technological Development Zone, Yuhang District, Hangzhou, Zhejiang, 311100, People’s Republic
of China


Attention: Mr. Dong Hu


Phone: +86-173-6452-6411


Email: hd@ebang.com.cn


 


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


 


Sullivan & Worcester
LLP


1633 Broadway


New York, NY 10019


Email: ddanovitch@sullivanlaw.com


Attention: David E.
Danovitch; Esq.


 


If to Escrow Agent:


 


WILMINGTON TRUST, NATIONAL
ASSOCIATION


166 Mercer Street,
Suite 2R


New York, New York
10012


Attention: Boris Treyger


Phone: (212) 941-4416


Email: btreyger@wilmingtontrust.com


 






    11


     


    

 


Section 3.4. Governing Law and
Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each
Party and Escrow Agent hereby consents to the exclusive personal jurisdiction of the courts located in the State of New York in
the event of a dispute arising out of or under this Agreement. Each Party and Escrow Agent hereby irrevocably waives any objection
to the laying of the venue of any suit, action or proceeding and irrevocably submits to the exclusive jurisdiction of such court
in such suit, action or proceeding.


 


Section 3.5. Entire
Agreement. This Agreement and the Schedules and Exhibits attached hereto (as updated from time to time in accordance
herewith) set forth the entire agreement and understanding of the parties related to the Escrow Account.


 


Section 3.6. Amendment.
This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by each of
the Parties and the Escrow Agent.


 


Section 3.7. Waivers.
The failure of any party to this Agreement at any time or times to require performance of any provision under this Agreement shall
in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Agreement of any such
condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances,
shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition
or breach of any other term, covenant, representation, or warranty contained in this Agreement.


 


Section 3.8. Headings.
Section headings of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise
modify any of the terms or provisions of this Agreement.


 


Section 3.9. Counterparts.
This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original,
and such counterparts shall together constitute one and the same instrument.


 


Section 3.10. Waiver of Jury
Trial. EACH OF THE PARTIES HERETO AND THE ESCROW AGENT EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM
OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT.


 


Section 3.11 Form of
Signature. The Parties and the Escrow Agent agree to accept a facsimile or email PDF transmission copy of
their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment
of this Agreement; provided, however, that each party who produces a facsimile or email PDF signature agrees,
by the express terms hereof, if requested by another party hereto, to place, promptly after transmission of his or her
signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other
party.


 


Section 3.12 Termination.
This Agreement will terminate upon the Termination Date or Final Termination Date, as applicable.


 






    12


     


    

 


Section 3.13 Anti-Terrorism/Anti-Money Laundering
Laws.


 


IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT - To help the United States government fight the funding of terrorism or
money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies
each person who opens a new account. What this means for the parties to this Agreement: the Escrow Agent will ask for your name,
address, date of birth, and other information that will allow the Escrow Agent to identify you (e.g., your social security
number or tax identification number.) The Escrow Agent may also ask to see your driver’s license or other identifying documents
(e.g., passport, evidence of formation of corporation, limited liability company, limited partnership, etc., certificate
of good standing.)


 


Each Party
to this Agreement hereby agrees to provide the Escrow Agent, prior to the establishment of the Escrow Account, with the information
identified above pertaining to it by completing the form attached as Exhibit B and returning it to the Escrow Agent.
Exhibit B includes one form for individuals and another form for entities.


 


[The balance of this page intentionally
left blank – signature page follows]


 




    13


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first set forth above.


 


Ebang
International Holdings Inc.


 


	By:	 	 
	Name: 	Dong Hu	 
	Title: 	Chief Executive Officer	 



 


UNIVEST SECURITIES, LLC


 





	By:	 	 
	Name: 	Edric Guo	 
	Title: 	COO	 


  


WILMINGTON TRUST, NATIONAL ASSOCIATION 


 


	By:	 	 
	Name: 	Boris Treyger	 
	Title: 	Vice President	 





 







     


     


    

 


Schedule
I


 


Securities Purchase Agreement


Other Transaction Documents


 




     


     


    

 


 


 


Schedule
II


 


Certificate
as to Authorized Signatures


 


of
Company


 


Company hereby designates
each of the following persons as its Authorized Representative for purposes of this Agreement, and confirms that the title, contact
information and specimen signature of each such person as set forth below is true and correct. Each such Authorized Representative
is authorized to initiate and approve transactions of all types for the Escrow Account established under the Agreement to which
this Schedule II is attached, on behalf of Company.


 


	
        Name (print):
	 
	Specimen Signature:	
         

         

	Title:	 
	
        Telephone Number (required):

        If more than one, list all applicable telephone numbers.
	
         

         

	
        E-mail (required):

        If more than one, list all applicable email addresses.
	 


 


	Name (print):	 
	Specimen Signature:	
         

         

	Title:	 
	
        Telephone Number (required):

        If more than one, list all applicable telephone numbers.
	
         

         

         

	
        E-mail (required):

        If more than one, list all applicable email addresses.
	 


 




     


     


    

 


Additional Email Addresses: 


The following additional email addresses
also may be used by Escrow Agent to verify the email address used to send any Payment Notice to Escrow Agent:


Email 1: __________________________________


Email 2: __________________________________


Email 3: __________________________________


 


COMPLETE BELOW TO UPDATE SCHEDULE II


 


If Company wishes to update this Schedule
II, Company must complete, sign and send to Escrow Agent an updated copy of this Schedule II with such changes. Any updated Schedule
II shall be effective once signed by Company and Escrow Agent and shall entirely supersede and replace any prior Schedule II to
this Agreement.


 


EBANG INTERNATIONAL HOLDINGS INC.


 





	By:	 	 
	Name: 	 	 
	Title: 	 	 


 





Date: 


 


WILMINGTON TRUST, NATIONAL ASSOCIATION (as Escrow Agent)


 





	By:	 	 
	Name: 	 	 
	Title: 	 	 


 


Date: 


 




     


     


    

 


 


 


Certificate
as to Authorized Signatures


 


of
Placement Agent


 


The Placement Agent
hereby designates each of the following persons as its Authorized Representative for purposes of this Agreement, and confirms that
the title, contact information and specimen signature of each such person as set forth below is true and correct. Each such Authorized
Representative is authorized to initiate and approve transactions of all types for the Escrow Account established under the Agreement
to which this Schedule II is attached, on behalf of the Placement Agent.


 


	
         Univest Securities, LLC

	Name (print):	Edric Guo
	Specimen Signature:	
         

         

	Title:	COO
	
        Telephone Number (required):

        If more than one, list all applicable telephone numbers.
	
        (212) 343-8888

        (646) 775-0000 Cell

	
        E-mail (required):

        If more than one, list all applicable email addresses.
	yguo@univest.us


 


	Univest Securities, LLC
	Name (print):	 
	Specimen Signature:	
         

         

	Title:	 
	
        Telephone Number (required):

        If more than one, list all applicable
        telephone numbers.
	 
	
        E-mail (required):

        If more than one, list all applicable
        email addresses.
	
        Email 1:

        Email 2:



 


Additional Email Addresses: 


The following additional email addresses
also may be used by Escrow Agent to verify the email address used to send any Payment Notice to Escrow Agent:


Email 1: __________________________________


Email 2: __________________________________


Email 3: __________________________________


 




     


     


    

 


COMPLETE BELOW TO UPDATE SCHEDULE II


 


If the Placement Agent wishes to update
this Schedule II, the Placement Agent must complete, sign and send to Escrow Agent an updated copy of this Schedule II with such
changes. Any updated Schedule II shall be effective once signed by the Placement Agent and Escrow Agent and shall entirely supersede
and replace any prior Schedule II to this Agreement.


 


UNIVEST SECURITIES, LLC


 





	By:	 	 
	Name: 	Edric Yi Guo	 
	Title: 	Chief Operating Officer	 


  


Date: 


 


WILMINGTON TRUST, NATIONAL ASSOCIATION (as Escrow Agent)


 





	By:	 	 
	Name: 	 	 
	Title: 	 	 


 


Date: 


 




     


     


    

 


Schedule III


 


Fees of Escrow Agent


 


	
        Acceptance Fee:
	Waived


 


Initial Fees as they relate to Wilmington Trust acting in the
capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow
Account(s) and accounting records; and coordination of receipt of Escrow Information for deposit to the Escrow Account(s). Acceptance
Fee payable at time of Escrow Agreement execution.


 


	
        Escrow Agent Administration Fee:
	$4,000


 


For ordinary administrative services by Escrow Agent –
includes daily routine account management; monitoring claim notices pursuant to the agreement; and disbursement of Escrow Information
in accordance with the agreement.


 


Wilmington Trust’s bid is based on the following
assumptions:


 


		●	Number of Escrow Accounts to be established: 1






		●	Est. Term: Under 12 months






		●	Escrow funds remain un-invested



 


	
        Out-of-Pocket Expenses:
	Billed At Cost



  






     


     


    

 


Exhibit A


 


FORM OF ESCROW DISBURSEMENT INSTRUCTIONS



AND RELEASE NOTICE


 


Date:


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


166 Mercer Street, Suite 2R


New York, NY 10012


Attention: Boris Treyger


 


Dear Mr./Ms. _______:


 


In accordance with the terms of Section
1.2(d) of an Escrow Agreement dated as of March [●], 2021 (the “Escrow Agreement”), by and among EBANG INTERNATIONAL
HOLDINGS INC., a company organized under the laws of the Cayman Islands (the “Company”); UNIVEST SECURITIES,
LLC (the “Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”),
the Company and the Placement Agent hereby direct the Escrow Agent to distribute all of the Escrow Funds (as defined in the Escrow
Agreement) in accordance with the following wire instructions:


 


________________________:                                 $


________________________:                                 $


________________________:                                 $


 


Very truly yours,


 


Ebang International
Holdings Inc.


 





	By:	 	 
	Name: 	 	 
	Title: 	 	 


  


UNIVEST SECURITIES, LLC


 





	By:	 	 
	Name: 	Edric Yi Guo	 
	Title: 	Chief Operating Officer	 


 





     


     


    

 


Exhibit B


 


CIP Form