Exhibit 10.13


 


PNC BANK, NATIONAL ASSOCIATION


Investor Deposit Escrow Agreement 


 


This Investor Deposit Escrow Agreement (this
“Agreement”), dated as of ________ __, 2017, is by and between Shuttle Pharmaceuticals, Inc., a Maryland corporation,
having its principal place of business at 1 Research Court, Suite 450, Rockville, Maryland 20850
(the “Company”) and PNC Bank, National Association, a national banking association with its principal place
of business at _________________________________________ (the "Escrow Agent"). The Company and the Escrow Agent
are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”


 


RECITALS


 


WHEREAS, the Company,
pursuant to a Registration Statement on Form S-1 (File No. 333-215027), filed under the Securities Act of 1933, as amended (the
“Securities Act”) is offering, on a self-underwritten, “best efforts, minimum-maximum” basis.
a minimum of 1,250,000 shares (“Shares”) of its common stock (the “Minimum Offering”) and
a maximum of 4,500,000 Shares (the “Maximum Offering,” and together with the Minimum Offering,, the “Offering”),
at an offering price of $8.00 per Share (the “Offering Price”); and


 


WHEREAS, in compliance
with the requirements of the Securities Act and the rules and regulations thereunder, Company wishes to create a segregated escrow
account with the Escrow Agent on behalf of the Company and for the benefit of each person or entity that wishes to invest in the
Offering (each an “Investor” and collectively, “Investors”) to deposit their Offering Price
until the Company receives subscriptions for the Minimum Offering and the subscriptions for the Minimum Offering are closed upon
(“Closing”); and


 


WHEREAS, each Investor
will deliver an amount equal to his, her or its Offering Price to be held in a non-interest bearing escrow account established
hereby (the “Escrow Account”) until the Escrow Agent has received an aggregate of $10,000,000 in funds from
Investors in subscriptions for the Offering and the Escrow Agent receives notice from the Company of Closing (the “Escrow
Period”), unless earlier released in accordance with the terms hereof; and


 


WHEREAS, the Parties
desire to set forth their understandings with regard to the Escrow Account.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and agreements of the Parties contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the Parties agree as follows:


 


1.          Recitals.         
The above recitals are true and correct and are incorporated herein by reference.


 


2.          Appointment
of Escrow Agent.         The Company hereby appoints the Escrow Agent
as the agent to hold in escrow, and to administer the disposition of, the Escrow Fund (as defined below) in accordance with the
terms of this Agreement, and the Escrow Agent accepts such appointment. The names and true signatures of each individual authorized
to act singly on behalf of the Company under this Agreement (the “Authorized Persons”) are stated in Schedule A
to this Agreement, as the same may be amended or supplemented from time to time by the Company.


 




     


     


    

 


3.          Establishment
of Escrow.         Following execution and delivery of this Agreement
by the Company and the Escrow Agent, the Company shall, from time to time, deposit or cause to be deposited with the Escrow Agent,
the Offering Price paid by each Investor, and the Escrow Agent shall promptly upon request acknowledge to the Company the receipt
of any funds so deposited. The Offering Price and all additional amounts now or hereafter deposited with the Escrow Agent shall
be referred to as the “Escrow Fund.”


 


4.          Customer
Identification and TIN Certification.         To help the government
fight the funding of terrorism and money laundering activities, Federal laws require all financial institutions to obtain, verify
and record information that identifies each individual or entity that opens an account. Therefore, the Escrow Agent must obtain
the name, address, taxpayer or other government identification number, and other information, such as date of birth for individuals,
for each individual and business entity that is a Party to this Agreement. Accordingly, prior to the execution of this Agreement,
the Company shall provide to the Escrow Agent a completed IRS Form W-9, and every individual executing this Agreement on behalf
of the Company shall provide to the Escrow Agent a copy of a driver’s license, passport or other form of photo identification
acceptable to the Escrow Agent. The Company agrees to provide to the Escrow Agent such organizational documents and documents
establishing the authority of any individual acting in a representative capacity as the Escrow Agent may require in order to comply
with its established practices, procedures and policies.


 


5.          Deposit
of the Escrow Fund.         The Escrow Agent shall deposit the Escrow
Fund in the Escrow Account, which shall be a non-interest bearing deposit account at the Escrow Agent. The Escrow Agent is authorized
and directed to assign the tax identification number certified by the Company to the Escrow Account. In no instance shall the
Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall not be liable or responsible
for any loss resulting from any deposits made pursuant to this Section 5,
other than as a result of the gross negligence or willful misconduct of the Escrow Agent as set forth herein.


 


6.          Release
of the Escrow Fund.


 


(a)          If
the Offering is terminated at any time prior to Closing of the Minimum Offering, then the Escrow Agent shall, upon written notification
from the Company to the Escrow Agent, promptly release the Escrow Funds to individual Investors in accordance with wire transfer
instructions set forth in such written notification or if wire transfer instructions are not included in such written notification,
by check to the delivery addresses set forth in such written notification.


 


(b)          If
the Company decides not to accept an Investor after the Investor has made a deposit of his, her or its Offering Price with the
Escrow Agent, the Company shall provide a written notification of such to the Escrow Agent, which then shall promptly return the
Investor’s deposit of the Offering Price to the Investor by the wire transfer instructions set forth in the written notification
or if wire transfer instructions are not set forth in the written notification, by check to the delivery addresses set forth in
such written notification.


 




     


     


    

 


(c)          Whenever
the Company determines to hold Closing of the Offering (at any time after the Company receives subscriptions for at least the Minimum
Offering and the proceeds thereof are deposited in the Escrow Account hereunder), the Company shall provide the Escrow Agent with
a written notification thereof, which notification shall specify the Investors whose subscriptions are being closed upon, the amount
to be released from the Escrow Fund and the identity of persons to whom such amounts are to be released from the Escrow Fund and
wire transfer instructions (if payment is to be made by wire transfer) or delivery addresses (if payment is to be made by check),
for each payee. Upon receipt, the Escrow Agent shall promptly release monies from the Escrow Fund in accordance with the instructions
set forth in the written notification.


 


(d)          Notwithstanding
anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance
the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to
the Company for any deficiency.


 


7.          Methods
of Payment.         All payments required to be made by the Escrow
Agent under this Agreement shall be made by wire transfer or by check, as set forth in the written notifications furnished by the
Company to the Escrow Agent hereunder. Any wire transfers shall be made subject to, and in accordance with, the Escrow Agent’s
normal funds transfer procedures in effect from time to time. The Escrow Agent shall be entitled to rely upon all bank and account
information provided to the Escrow Agent by the Company. The Escrow Agent shall have no duty to verify or otherwise confirm any
written wire transfer instructions but it may do so in its discretion on any occasion without incurring any liability to the Company
or any Investor for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification
and account numbers rather than the names of the intended recipient of the funds, even if such numbers pertain to a recipient other
than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any such inconsistencies
and shall resolve any such inconsistencies by using the account number.


 


8.          Responsibilities
and Liability of Escrow Agent.


 


(a)          Duties
Limited.         The Escrow Agent undertakes to perform only such duties
as are expressly set forth in this Agreement. The Escrow Agent's duties shall be determined only with reference to this Agreement
and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound by, deemed to have knowledge of, or
have any obligation to make inquiry into or consider, any term or provision of any agreement between the Company, the Investors
and/or any other third party or as to which the escrow relationship created by this Agreement relates, including without limitation
any documents referenced in this Agreement.


 


(b)          Limitations
on Liability of Escrow Agent.         Except in cases of the Escrow
Agent's bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance
upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably
and in good faith believed by the Escrow Agent to be genuine; (ii) in assuming that any person purporting to give the Escrow Agent
any of the foregoing in connection with either this Agreement or the Escrow Agent's duties, has been duly authorized to do so;
and (iii) in acting or failing to act in good faith on the advice of any counsel retained by the Escrow Agent. The Escrow Agent
shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of
its bad faith, willful misconduct or gross negligence. The Escrow Agent shall not be responsible for any loss incurred upon any
action taken under circumstances not constituting bad faith, willful misconduct or gross negligence.


 




     


     


    

 


In connection with any
payments that the Escrow Agent is instructed to make by wire transfer, the Escrow Agent shall not be liable for the acts or omissions
of (x) the Company or other person providing such instructions, including without limitation errors as to the amount, bank
information or bank account number; or (y) any other person or entity, including without limitation any Federal Reserve
Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution,
and no such person or entity shall be deemed to be an agent of the Escrow Agent.


 


Without limiting the generality
of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special,
incidental or consequential damages which the Company and/or the Investors may incur or experience by reason of having entered
into or relied on this Agreement or arising out of or in connection with the Escrow Agent's services, even if the Escrow Agent
was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts
of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies,
labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable
control.


 


In the event that the Escrow
Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request,
notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Funds which,
in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall
be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without
liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall
be directed otherwise in accordance with an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall be
under no duty to institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense
of the Company as provided in Subsections 8(c) or (d) immediately below, institute or defend such proceedings.


 


(c)          Indemnification
of Escrow Agent.         The Company agrees to indemnify the Escrow
Agent for, and to hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies,
damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by the Escrow
Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by the Escrow Agent
or any other cause, in any case in connection with the acceptance of, or performance or non-performance by the Escrow Agent of,
any of the Escrow Agent's duties under this Agreement, except as a result of the Escrow Agent's bad faith, willful misconduct or
gross negligence.


 


(d)          Authority
to Interplead.         The Company hereby authorizes the Escrow Agent,
if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction
and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute, the Escrow Agent shall be entitled to
petition a court of competent jurisdiction and shall perform any acts ordered by such court.


 


9.          Termination.         This Agreement and all the obligations of the Escrow Agent shall terminate upon the earliest to occur of the release of the entire
Escrow Fund by the Escrow Agent in accordance with this Agreement or the deposit of the Escrow Fund by the Escrow Agent in accordance
with Subsection 8(d) hereof.


 




     


     


    

 


10.         Removal
of Escrow Agent       The Company, by written notification, shall have the right to
terminate the appointment of the Escrow Agent, specifying the date upon which such termination shall take effect. Thereafter,
the Escrow Agent shall have no further obligation to the Company and/or any Investor except to hold the Escrow Fund as depository
and not otherwise. The Company agrees that it will appoint a banking corporation, trust company or attorney as successor escrow
agent. Escrow Agent shall refrain from taking any action until it shall receive written notification from the Company designating
the successor escrow agent. Escrow Agent shall deliver all of the Escrow Fund to such successor escrow agent in accordance with
such notification and upon receipt of the Escrow Fund, the successor escrow agent shall be bound by all of the provisions of this
Agreement.


 


11.         Resignation
of Escrow Agent.         The Escrow Agent may resign and be discharged
from its duties and obligations hereunder at any time by giving no less than ten (10) days' prior written notice of such resignation
to the Company, specifying the date when such resignation will take effect. Thereafter, the Escrow Agent shall have no further
obligation to the Company and/or any Investor except to hold the Escrow Fund as depository and not otherwise. In the event of such
resignation, the Company agrees that the Company will appoint a banking corporation, trust company, or attorney as successor escrow
agent within ten (10) days of notice of such resignation. The Escrow Agent shall refrain from taking any action until it shall
receive joint written notification from the Company designating the successor escrow agent. The Escrow Agent shall deliver all
of the Escrow Fund to such successor escrow agent in accordance with such notification and upon receipt of the Escrow Fund, the
successor escrow agent shall be bound by all of the provisions of this Agreement.


 


12.         Accounting.         On
a monthly basis, the Escrow Agent shall render a written statement setting forth the balance of the Escrow Fund, which statements
shall be delivered to the Company at the address of such parties set forth in Section 15.


 


13.         Survival.         Notwithstanding
anything in this Agreement to the contrary, the provisions of Section 8 shall survive any resignation or removal of the
Escrow Agent, and any termination of this Agreement.


 


14.         Escrow
Agent Fees, Costs, and Expenses.         In consideration of the
services provided by the Escrow Agent in the performance of its duties hereunder, the Escrow Agent shall charge a onetime administrative
fee of $_________ payable in advance upon execution of this Agreement, and shall be entitled to be reimbursed for its customary
fees and charges for any wire transfers or other depository services rendered in connection with the Escrow Fund and any delivery
charges or other out of pocket expenses incurred in connection the Escrow Fund. The Company acknowledges its obligation
to pay any fees, expenses and other amounts owed to the Escrow Agent pursuant to this Agreement. The Escrow Agent shall send invoices
for fees, expenses and other amounts owed to the Escrow Agent under this Agreement to the Company’s address set forth in
Section 15. The Escrow Agent shall not be entitled to pay itself for any fees, expenses or other amounts owed to the Escrow
Agent out of the amounts held in the Escrow Fund. The Company agrees that the Escrow Agent shall be entitled to withhold any distribution
otherwise required to be made from the Escrow Fund if any fees, expenses or other amounts owed to the Escrow Agent under this Agreement
remain unpaid on the date such distribution would otherwise be made.


 




     


     


    

 


15.         Notices.         All
notices under this Agreement shall be transmitted to the respective parties, shall be in writing and shall be considered to have
been duly given or served when personally delivered to any individual party, or on the first (1st) business day after the date
of deposit with an overnight courier for next day delivery, postage paid, or on the third (3rd) business day after deposit in the
United States mail, certified, return receipt requested, postage prepaid, or on the date of telecopy, fax or similar transmission
during normal business hours, as evidenced by mechanical confirmation of such telecopy, fax or similar transmission, addressed
in all cases to the party at his or its address set forth below, or to such other address as such party may designate, provided
that notices will be deemed to have given to the Escrow Agent on the actual date received:


 


	If to the Company:	Shuttle Pharmaceuticals, Inc.
	 	1 Research Court, Suite 450
	 	Rockville, Maryland 20850
	 	Attention:  __________________
	 	Phone:  (240) 403-4212
	 	Fax:  ______________
	 	Email:  _____________


 


	If to the Escrow Agent:	PNC Bank, National Association, Escrow Agent 
	 	 
	 	 
	 	Attention: 	 
	 	Phone: 	 
	 	Fax: 	 
	 	Email: 	 


 


Any notice, except notice by the Escrow Agent,
may be given on behalf of any party by its counsel or other authorized representative. In all cases the Escrow Agent shall be entitled
to rely on a copy or a fax or .pdf transmission of any document with the same legal effect as if it were the original of such document.


 


16.         Modifications;
Waiver.         This Agreement may not be altered or modified without
the express prior written consent of all of the parties to this Agreement. No course of conduct shall constitute a waiver of any
terms or conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A
waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of
this Agreement, or of such terms and conditions on any other occasion.


 


17.         Further
Assurances.         If at any time the Escrow Agent shall determine
or be advised that any further agreements, assurances or other documents are reasonably necessary or desirable to carry out the
provisions of this Agreement and the transactions contemplated by this Agreement, the Company shall execute and deliver any and
all such agreements or other documents, and do all things reasonably necessary or appropriate to carry out fully the provisions
of this Agreement.


 


18.         Assignment.         This
Agreement shall inure to the benefit of and be binding upon the successors, heirs, personal representatives, and permitted assigns
of the parties. This Agreement is freely assignable by the Company provided, however, that no assignment by the Company, or it
successors or assigns, shall be effective unless prior written notice of such assignment is given to the Escrow Agent. This Agreement
may not be assigned by the Escrow Agent, except that upon prior written notification to the Company, the Escrow Agent may assign
this Agreement to an affiliated or successor bank or other qualified bank entity.


 




     


     


    

 


19.         Section
Headings.         The section headings contained in this Agreement
are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation of this Agreement.


 


20.         Governing
Law.          This Escrow Agreement shall be governed by and construed
in accordance with the laws of the State of ___________________, without regard to principles of conflicts of law.


 


21.         Counterparts
and Facsimile Execution.         This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same
instrument. The exchange of copies of this Escrow Agreement and of signature pages by facsimile, .pdf or other electronic transmission
shall constitute effective execution and delivery of this Escrow Agreement as to the parties and may be used in lieu of the original
Escrow Agreement for all purposes (and such signatures of the parties transmitted by facsimile, .pdf or other electronic transmission
shall be deemed to be their original signatures for all purposes).


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	SHUTTLE PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 
	 	 	Anatoly Dritschillo, M.D.
	 	 
	 	THE ESCROW AGENT:
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


SCHEDULE A


 


Authorized Persons


 


	Name	 	Title	 	Signature