Exhibit 10.9


 


INDEMNIFICATION ESCROW AGREEMENT


 


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


 


WITNESSETH:


 


WHEREAS, the Company is offering (the “Offering”)
on a firm commitment basis up to 1,610,000 common shares of the Company, par value $0.001 (including up to 210,000 common shares
that the underwriters in the offering have the option to purchase) (the “Shares”), at an offering price of $_____
per share;


 


WHEREAS, the Company and Underwriter
expect that the Offering will close on or before the close of business on [●], 2017 (the “Closing Date”);


 


WHEREAS, upon the closing of the Offering,
the Company has agreed to deposit an aggregate amount of Five Hundred Thousand Dollars ($500,000)(the “Escrowed Funds”)
from the proceeds of the Offering to be received by the Company with the Escrow Agent in a non-interest bearing escrow account,
to be held, invested and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement;


 


WHEREAS, the Escrow Agent is willing
to hold the Escrowed Funds and Investment Gain Funds (as such term is defined below) in escrow pursuant to and subject to the terms
and conditions of this Agreement; and


 


NOW, THEREFORE, in consideration of the
mutual promises herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


	 	1.	Appointment of Escrow Agent. The Company and the Underwriter hereby appoint the Escrow Agent as escrow agent in accordance with the terms and subject to the conditions set forth herein and the Escrow Agent hereby accepts such appointment.


 


	 	2.	Delivery of the Escrowed Funds. Upon the closing of the Offering, the Escrowed Funds shall be delivered on behalf of the Company to the Escrow Agent, as escrow agent, into a non-interest bearing escrow account maintained by the Escrow Agent (the “Escrow Account”) by wire transfer in accordance with the wire transfer instructions set forth on Schedule A hereto. In no event shall the aggregate amount of Escrowed Funds delivered to the Escrow Account be less than Five Hundred Thousand Dollars ($500,000).


 


	 	3.	Escrow
    Agent to Hold and Disburse the Escrowed Funds and Investment Gain Funds. The Escrow Agent will retain the Escrowed Funds
    and Investment Gain Funds in an escrow account and disburse the Escrowed Funds and Investment Gain Funds pursuant to the terms
    of this Agreement, as follows:


 


a. The Escrowed Funds shall
be held by the Escrow Agent for the purpose of satisfying the initial $500,000 of the indemnification obligations of the Company,
with respect to the Escrowed Funds, pursuant to Section 2 of the Underwriting Agreement dated [●], 2017 by and between the
Company and the Underwriter, for a period of two (2) years from the closing of the Offering. Disbursement of such Escrowed Funds
and Investment Gain Funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company
and the Underwriter.


 






    


     

    

 


b. Notwithstanding the last
sentence of the prior paragraph, in the event that any litigation or proceeding arising out of any matter in connection with the
Offering in connection to the Underwriter acting in its capacity as underwriter within two (2) years following the Closing Date
and in which the Company, the Underwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding,
the Underwriter and the Company hereby authorize the Escrow Agent, at the Underwriter’s sole instruction upon Underwriter’s
written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the
court in which the litigation is pending for the purpose of indemnifying and defending the Underwriter such litigation and proceeding,
and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent
determined by any such court. The Company and the Underwriter further hereby authorize the Escrow Agent, if it receives conflicting
claims to any of the Escrowed Funds, is threatened with litigation in its capacity as escrow agent under this Agreement, or if
the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead
all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and
thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they
were received to the extent determined by such court.


 


c. Upon instruction of the
Company, the Escrow Agent may invest the Escrowed Funds during the term of the Agreement as follows:


 


i. The Escrowed Funds may be
invested in issuers listed on U.S. national securities exchanges; provided that (1) no investments may be made in the Company’s
securities; (2) no more than 20% of the Escrowed Funds may be invested in one issuer; (3) no more than 50% of the Escrowed Funds
may be invested in issuers that have; (A) a market capitalization of less than $1.0 billion; (B) been public for less than two
years; and (C) less than $1.0 million in average daily volume for last 30 days.


 


ii. In the event the aggregate
value of the Escrowed Funds plus the Investment Gain Funds in the Escrow Account decreases to less than 81% of the original amount
($500,000) of Escrowed Funds (“Minimum Equity”) for more than 20 consecutive trading days the Company shall
promptly (but no later than 10 calendar days following the 20 consecutive trading days following the decrease of less than 81%)
add funds to the Escrow Account to maintain the Minimum Equity.


 


iii. Upon the account reaching
Minimum Equity, the Company may not open any additional positions until the account is above the Minimum Equity.


 


iv. As soon as possible after
the Closing, the Escrow Agent shall establish a brokerage account in the Company’s name with a FINRA registered broker-dealer
chosen by the Company and reasonably satisfactory to the Underwriter (the “Escrow Broker”). All proposed transactions
will be submitted by the Company in writing to the Underwriter with a confirmation by the Company that such transaction(s) meet
the criteria set forth in Sections 3(c)(i)-(iii). The Underwriter will have two business days after receipt to review the submission.
Unless the Underwriter disagrees in writing that the transaction(s) meet the criteria set forth in Section 3(c)(i)-(iii) prior
to the end of the second business day after receipt of the written submission by the Company, the Company may submit the transaction
request to the Escrow Agent for submission to the Escrow Broker with a copy to the Underwriter. The Escrow Agent shall instruct
the Escrow Broker to submit confirmations of all transactions to the Escrow Agent, the Company and the Underwriter.












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v. All income derived from the
investments pursuant to this Section 3(c) in excess of the Escrowed Funds (“Investment Gain Funds”) shall be
disbursed to the Company provided in the manner of Section 3(a) of this Agreement, provided that to the extent Investment Gain
Funds exceed $50,000 in excess of the Minimum Equity, the Company shall be permitted to request a disbursement of such excess funds
in an amount of no less than $50,000 on March 31, June 30, September 30 or December 31 of any year during the term of this Agreement
prior to the two year period set forth in Section 3(a).


 


	 	4.	Exculpation and Indemnification of Escrow Agent.


 


a. The Escrow Agent shall
have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce
any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made other than
as set forth herein, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability
to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor,
endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document.
Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the
Company and the Underwriter relating to the Escrowed Funds, the Escrow Agent shall not be obligated to recognize any agreement
between or among any of the Company and the Underwriter, notwithstanding that references thereto may be made herein and the Escrow
Agent has knowledge thereof.


 


b. The Escrow Agent shall
not be liable to the Company, the Underwriter, or to anyone else for any action taken or omitted by it, or any action suffered
by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein
contained), which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper party or
parties hereunder. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written notice delivered
to the Escrow Agent signed by the proper party or parties hereunder and, if the duties or rights of the Escrow Agent are affected,
unless it shall give its prior written consent thereto.


 


c. The Escrow Agent shall
not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document
or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement
thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the Company, the Underwriter,
or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting
to execute or deliver any document or property or this Agreement. Except as otherwise set forth herein, the Escrow Agent shall
have no responsibility with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.


 



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d. The Escrow Agent shall
have the right to assume, in the absence of written notice to the contrary from the proper party or parties hereunder, that a fact
or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without
incurring liability to the Company, the Underwriter, or to anyone else for any action taken or omitted to be taken or omitted,
in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 


e. To the extent that the
Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of the Investment Gain Funds, or
any payment made hereunder, the Escrow Agent may pay such taxes from the Escrowed Funds; and the Escrow Agent may withhold from
any payment of the Escrowed Funds and Investment Gain Funds such amount as the Escrow Agent estimates to be sufficient to provide
for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified
and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments
in the manner provided in Section 4(f).


 


f. The Escrow Agent will
be indemnified and held harmless by the Company and Underwriter from and against all expenses, including all counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with
any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, except for claims relating to gross negligence or reckless misconduct by the Escrow Agent or breach of
this Agreement by the Escrow Agent, or the monies or other property held by it hereunder. Promptly, but no later than ten (10)
business days, after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made by the Escrow Agent against the Company, notify
the Company in writing, but the failure by the Escrow Agent to give such notice shall not relieve the Company from any liability
which the Company may have to the Escrow Agent hereunder, unless the failure of the Escrow Agent to give such notice prejudices
or otherwise impairs the Company’s ability to defend any demand, claim, action suit or proceeding. Notwithstanding any obligation
to make payments and deliveries hereunder, the Escrow Agent may retain and hold for such time as it deems necessary such amount
of monies or property as it shall, from time to time, reasonably deem sufficient to indemnify itself for any such loss or expense.


 


g. For purposes hereof,
the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or
in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Escrow Agent, and
all costs and expenses, including, but not limited to, counsel fees and disbursements, paid or incurred in investigating or defending
against any such claim, demand, action, suit or proceeding.


 


	 	5.	Indemnification by the Company. The indemnification provisions subject to this Agreement are set forth in Section 6 of the Underwriting Agreement dated [●], 2017 by and between the Company and the Underwriter, which Section 6 shall be deemed to part of this Agreement.


 



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	 	6. 	Termination of Agreement and Resignation of Escrow Agent.


 


a. This Agreement shall
terminate upon disbursement of all of the Escrowed Funds and Investment Gain Funds provided that the rights of the Escrow Agent
and the obligations of the Company and the Underwriter under Section 4 shall survive the termination hereof.


 


b. The Escrow Agent may
resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Underwriter at least
fifteen (15) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation,
the Escrow Agent shall, if it receives notice from the Company and the Underwriter within the Notice Period, turn over to a successor
escrow agent appointed by the Company and the Underwriter all Escrowed Funds and Investment Gain Funds (less such amount as the
Escrow Agent is entitled to continue to retain and hold in escrow pursuant to Section 4(f) and to retain pursuant to Section 7)
upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within
the Notice Period, the Escrow Agent shall return the Escrowed Funds and Investment Gain Funds to the Company without interest or
deduction.


 


	 	7.	Form of Payments by Escrow Agent.


 


a. Any payments of the Escrowed
Funds by the Escrow Agent pursuant to the terms of this Agreement shall be made by wire transfer unless directed to be made by
check by the Underwriter and/or Company.


 


b. All amounts referred
to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.


 


	 	8.	Compensation. Escrow Agent shall be entitled to $12,500 as compensation for its services rendered under this Agreement, which amount shall be delivered by the Company to an account designated by the Escrow Agent on the same date when the Escrowed Funds are delivered into the Escrow Account.


 


	 	9.	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 9), 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.


 






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If to the Company, to: 


 


Newater Technology, Inc.


c/o Yantai Jinzheng Eco-Technology Co., Ltd.


8 Lande Road, Laishan District, Yantai city


Shandong Province


People’s Republic of China 246000


Email: [liyuebiao999@163.com]


 


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


 


Haneberg Hurlbert PLC


1111 East Main St., Suite 2010


Richmond, VA 23219


Attention: Bradley A. Haneberg, Esq.; Matthew B. Chmiel,
Esq.


Email: brad@hbhblaw.com; matt@hbhblaw.com


 


If to the Underwriter, to:


 


ViewTrade Securities, Inc.


Attn: Doug K. Aguililla


7280 West Palmetto Park Road, Suite 310


Boca Raton, FL 33433


Email: dougagui@viewtrade.com


 


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


 


K&L Gates LLP


Southeast Financial Center, Suite 3900


200 South Biscayne Boulevard


Miami, FL 33131


Attention: Clayton E. Parker, Esq.


Email: clayton.parker@klgates.com


 


If to the Escrow Agent, to: 


 


Pearlman Law Group LLP


2200 Corporate Blvd., NW, Suite 210


Boca Raton, FL 33431


Attn: Charles Pearlman


Email: Charlie@pslawgroup.net


 









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	 	10.	Further Assurances. From time to time on and after the date hereof, the Company and the Underwriter shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 


	 	11.	Consent to Service of Process. The Company, the Underwriter and the Escrow Agent hereby irrevocably consent to the jurisdiction of the courts of the State of Florida and of any Federal court located in such state in connection with any action, suit or proceedings arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to it at the address listed hereto.


 


	 	12.	Miscellaneous.


 


a. This Agreement shall
be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to
be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this
Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Agreement where the term
is used. The word “person” shall mean any natural person, partnership, corporation, government and any other form of
business of legal entity. All words or terms used in this Agreement, regardless of the number or gender in which they were used,
shall be deemed to include any other number and any other gender as the context may require. This Agreement shall not be admissible
in evidence to construe the provisions of any prior agreement.


 


b. This Agreement and the
rights and obligations hereunder of the Company and the Underwriter may not be assigned without the consent of the Escrow Agent,
other than by laws of descent or operation of law. This Agreement and the rights and obligations hereunder of the Escrow Agent
may be assigned by the Escrow Agent, with the prior consent of the Company. This Agreement shall be binding upon and inure to the
benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented without an
express written agreement executed by the Escrow Agent, the Company and the Underwriter, which consent shall not be unreasonably
withheld. This Agreement is intended to be for the sole benefit of the parties hereto and their respective successors, heirs and
permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the
benefit of any third person.


 


c. This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State of Florida. The representations and warranties
contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any party. The headings
in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.


  


	 	13.	Execution of Counterparts. This Agreement may be executed in any number of counterparts, by facsimile or other form of electronic transmission, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all parties hereto.


 


 


 


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IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement on the day and year first above written.


  


	ESCROW AGENT: 	 
	 	 	 
	PEARLMAN LAW GROUP LLP	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


  


COMPANY:


 


NEWATER TECHNOLOGY, INC.


  


	By: 	 	 
	Name: 	Yuebiao Li	 
	Title: 	Chief Executive Officer	 


 


UNDERWRITER: 


 


VIEWTRADE SECURITIES, INC.


  


	By: 	 	 
	Name: 	Douglas K. Aguililla	 
	Title: 	Director, Investment Banking	 


  


 


 


 


Indemnification Escrow Agreement


 


 









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Schedule A


  


 


ACCOUNT NAME:                                           TRUST
ACCOUNT


ACCOUNT NO.:


ABA ROUTING NO.:


SWIFT CODE: 


BANK:


REFERENCE: ATTN:


 


 


 


TO BE WIRED IN U.S. DOLLARS