Exhibit 10.18


 


INDEMNIFICATION ESCROW AGREEMENT


 


THIS INDEMNIFICATION ESCROW AGREEMENT (this
“Agreement”) dated as of [●], 2020 is entered into by and among UTime Limited (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, [●] ordinary shares of the Company, par value $0.0001 per share (plus up to [●] ordinary
shares that the underwriters in the Offering have the option to purchase, and such further ordinary shares as may be registered
pursuant to Rule 462), at an offering price of $[●] per share;


 


WHEREAS, the Company and the Underwriter
expect that the Offering will close on or before the close of business on [●], 2020 (the “Closing Date”);


 


WHEREAS, upon the closing of the Offering,
the Company has agreed to deposit an aggregate amount of Six Hundred Thousand Dollars ($600,000) (the “Escrowed Funds”)
from the proceeds of the Offering to be received by the Company with the Escrow Agent in an interest bearing escrow account, to
be held, invested and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement; and


 


WHEREAS, the Escrow Agent is willing to
hold the Escrowed Funds and Investment Gain Funds (as such term is defined in Section 3(e)(v) below) in escrow pursuant
to and subject to the terms and conditions of this Agreement.


 


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 an 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. Such Escrow Account shall bear
interest at such rates as provided from time to time by the bank account in which the Escrow Funds are deposited. In no event shall
the aggregate amount of Escrowed Funds delivered to the Escrow Account be less than Six Hundred Thousand Dollars ($600,000).


 


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 $600,000 of the indemnification obligations of the
Company, with respect to the Escrowed Funds, pursuant to and in accordance with Sections 2 and 6 of the Underwriting Agreement
dated [●], 2020 by and between the Company and the Underwriter (the “Underwriting Agreement”), for a period
of 18 months from the closing of the Offering.


 






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b. Disbursement of
such Escrowed Funds upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent
third-party intermediary (who shall have the requisite experience determining indemnification claims), to be chosen by mutual written
consent of the Company and the Underwriter. If the Company and the Underwriter are unable to agree on such intermediary within
30 days upon a written claim for indemnification by the Underwriter, such intermediary shall be a single arbitrator (with the requisite
experience in determining indemnification claims) selected by the American Arbitration Association’s New York, New York office,
and any proceedings before such arbitrator shall accommodate Chinese translations.


 


c. 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 (which matter would be covered by the
Company’s indemnification obligations under the Underwriting Agreement) within 18 months 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 the 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 in 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.


 


d. In all instances,
if either (i) no claim for indemnity is made by the Underwriter during the 18-month period from the closing of the Offering or
(ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case
may be) of Escrowed Funds by the conclusion of the 18-month period from the closing of the Offering, the Escrow Agent shall, upon
joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds
then held by wire transfer of immediately available funds to an account designated by the Company.


 


e. Upon written instruction
of the Company, with a copy to the Underwriter, the Escrow Agent may invest the Escrowed Funds during the term of the Agreement
at the sole cost and expense of the Company 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 the 30 days preceding such investment.


 


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 ($600,000) 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.


 






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iii. Upon the Escrow
Account reaching Minimum Equity, the Company may not invest the Escrowed Funds nor open any additional positions until the Escrow
Account is above the Minimum Equity.


 


iv. Upon request from
the Company, 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(e)(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 Sections 3(e)(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.


 


v. All income derived
from the investments pursuant to this Section 3(e) in excess of the Escrowed Funds (“Investment Gain Funds”)
shall be disbursed to the Company as set forth in Section 3(b) above, 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.


 


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.


 






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c. Absent clear evidence
of manifest fraud or willful misconduct, 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.


 


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 the Underwriter from and against all reasonable and customary expenses,
including all reasonable 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 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 and
the Underwriter. The indemnification provisions subject to this Agreement are set forth in Section 6 of the Underwriting Agreement,
which Section 6 shall be deemed to be a 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 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(e) and Section
4(f)) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new escrow 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 of immediately available
funds unless directed to be made by check by the Underwriter and/or Company, as applicable.


 


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 and
which shall be deemed earned in full upon payment. The Company shall also reimburse the Escrow Agent for any pre-approved expenses
incurred or made by the Escrow Agent in performance of its duties hereunder.


 


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:


 


UTime Limited


7th Floor, Building 5A


Shenzhen Software Industry Base, Nanshan
District


Shenzhen, People’s Republic of China
518061


Attention: Minfei Bao

Email: bminfei@utimemobile.com


 


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


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, NY 10105


Attention: Barry I. Grossman, Esq.


Email: bigrossman@egsllp.com


Facsimile: (212) 370-7889


 


If to the Underwriter, to:


 


ViewTrade Securities, Inc.


7280 West Palmetto Park Road, Suite 310


Boca Raton, FL 33433


Attention: Douglas Aguililla, Director,
Investment Banking


Email: dougagui@viewtrade.com


Facsimile: (561) 620-0302


 


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


 


K&L Gates LLP


Southeast Financial Center, Suite 3900


200 South Biscayne Boulevard


Miami, Florida 33131-2399


Attention: Clayton E. Parker, Esq.


Email: Clayton.Parker@klgates.com


Facsimile: (305) 358-7095


 


If to the Escrow Agent, to: 


 


Pearlman Law Group LLP


200 South Andrews Avenue, Suite 901


Fort Lauderdale, FL 33301


Attention: Brian Pearlman


Email: brian@pslawgroup.net


Facsimile: (954) 755-2993


 


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.


 






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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 Broward County, Florida 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.


 


[SIGNATURE PAGE FOLLOWS]


 




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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:	 
	 	 
	UTIME LIMITED	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	UNDERWRITER:	 
	 	 
	VIEWTRADE SECURITIES, INC.	 
	 	 
	By:	 	 
	Name: Douglas Aguililla	 
	Title: Director, Investment Banking	 


 


[Signature Page to Indemnification Escrow
Agreement]


 




     


     


    

 


Schedule A


 


ACCOUNT NAME:


 


ACCOUNT NO.:


 


ABA ROUTING NO.:


 


SWIFT CODE:


 


BANK:


 


REFERENCE:


 


ATTN:


 


COMPANY EIN/TIN:


 


TO BE WIRED IN U.S. DOLLARS