Exhibit 10.6


 


ESCROW
AGREEMENT


 


THIS
AGREEMENT (this “Agreement”) is made this [ ], 2021 by and among Infobird Co., Ltd, a Cayman Islands company (the
“Issuer”), the Underwriter (collectively, the “Underwriter”) whose name and address appear on the
Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street,
30th Floor, New York, New York 10004 (the “Escrow Agent”). Capitalized term used herein and not otherwise defined
herein shall have the respective meaning set forth in the Underwriting Agreement (as defined below).


 


 


W
I T N E S S E T H:


 


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


 


WHEREAS,
the Underwriter proposes, pursuant to the terms of the Registration Statement and that certain Underwriting Agreement, dated as
of [ ], 2021, by and between the Underwriter, as representative of the underwriters named therein, and the Issuer (the “Underwriting
Agreement”) to offer the Securities, as agent for the Issuer, for sale in an initial public offering of the Company’s
securities to the public on a firm commitment basis (the “Offering”);


 


WHEREAS,
the Registration Statement contemplates the execution and delivery of this Agreement and the deposit by Issuer with the Escrow
Agent of $600,000.00 (the “Escrow Amount”) in order to provide source of funding for certain indemnification obligations
of Issuer as described in the Registration Statement and the Underwriting Agreement, and the parties hereto wish such deposit
to be subject to the terms and conditions set forth herein and in the Underwriting Agreement; and


 


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


 


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


 


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



 






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		2.	Establishment
                                         of the Bank Account.



 


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


 


		3.	Deposits
                                         to the Bank Account.



 


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


 


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


 


		4.	Disbursement
                                         from the Bank Account.



 


4.1
Promptly following the date that is twenty four (24) months after the closing date of the Offering (the “Closing Date”),
the Escrow Agent shall retain in the Escrow Account such amount that is the subject of all claim notices, if any, delivered by
the Underwriter to the Issuer in connection with the Company’s indemnification obligations in accordance with the Underwriting
Agreement, and shall pay the remaining balance of the Escrow Account, if any, to the Issuer (subject to withholding as applicable)
based on a release instruction issued jointly by the Issuer and the Underwriter (the “Joint Release Instruction”).


 


4.2
In the event that the Underwriter delivers a claim notice in accordance with the Underwriting Agreement on or prior to the day
that is that is twenty-four (24) months after the Closing Date, as applicable, the Escrow Agent shall continue to hold in escrow
and shall not release, an amount of funds then held in escrow equal to the lesser of: (i) the amount claimed by the Underwriter
which is payable to the Underwriter in accordance with the terms of the Underwriting Agreement (but not in any event in excess
of the Escrow Amount); or (ii) the balance of the Escrow Account which is available for release and distribution to the Issuer.
The portion of the Escrow Account in excess of the amount specified in clause (i) of the preceding sentence (as may be the subject
of one or more timely delivered claim notices) shall be released by the Escrow Agent as specified in Section 4.1 (as may be applicable).
With respect to the amounts specified in any such timely delivered claim notices, the Escrow Agent shall promptly disburse funds
from the Escrow Account within three (3) Business Days (as defined herein) after delivery to the Escrow Agent of: (i) a Joint
Release Instruction, as may be directed in such Joint Release Instruction; or (ii) if the Underwriter and the Issuer are unable
for any reason to issue a Joint Release Instruction (including in any case in which the Underwriter and the Issuer are unable
to agree on the terms of a Joint Release Instructions), within ten (10) Business Days following the request of a party to issue
such Joint Release Instruction, as specified in the terms of a Final Determination (as defined herein).


 



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


 


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


 


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



 


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


 


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


 


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


 



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


 


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


 


		6.	Amendment;
                                         Resignation.



 


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


 


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


 


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



 


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


 


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


 



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


 


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



 


		9.	Indemnification
                                         and Contribution.



 


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


 


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


 


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


 


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



 






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



 


If
to the Company, to:


Infobird
Co., Ltd


Room 12A05, Block A, Boya International Center, Building 2, No. 1 Courtyard


Lize Zhongyi Road


Chaoyang District


Beijing,
China 100102


Attention:
Yimin Wu, Chief Executive Officer


Email:
wuym@infobird.com


 


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 Representative, to:


WestPark
Capital, Inc.


1900
Avenue of the Stars, Suite 310





Los Angeles,
CA 90067




Attention:
Richard Rappaport


Email:
r@wpcapital.com






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


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, NY 10112


Attention:
Richard A. Friedman, Esq.


Email:
rafriedman@sheppardmullin.com


Facsimile:
212-653-8701


If
to the Escrow Agent, to:


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
[       ]


Email:
[       ]


Facsimile:
[       ]


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



 


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



 


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



 


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


 


THE
ISSUER


 


By:
___________________________


Name:


Title:


 


THE
UNDERWRITER


 


By:
___________________________


Name:


Title:


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


By:
___________________________


Name:


Title:


 


 


 



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EXHIBIT
A


 


ESCROW
AGREEMENT INFORMATION SHEET


 


 


 


1.
The Issuer


 


Name:
Infobird Co., Ltd


 


Address:


 


Room
12A05, Block A, Boya International Center, Building 2, No. 1 Courtyard


Lize Zhongyi Road


Chaoyang
District


 Beijing, China 100102


 


2.
The Underwriter


 


Name:
WestPark Capital, Inc., as representative of the underwriters


 


Address:
1900 Avenue Of The Stars, Suite 310, Los Angeles, CA 90067


 


3.
Title of Escrow Account


 


“CST&T
as agent for Infobird Co., Ltd and WestPark Capital, Inc.”


 


 


4.
Escrow Agent Fees and Charges


 


Administration
& Agency Fee                               $6,500.00


 





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


Claims Processed, per claim                                   $750.00


 


Out-of-pocket expensesAt cost




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


 


Extraordinary servicesMarket
rate


 


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


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


Assumptions


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


 


	The period of this Engagement Letter is 24 months. Beyond this
duration, a fee of $400.00/month will be in effect.






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



Terms and conditions

 


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





 


5.       Escrow
Agent Wire Transfer Instructions


 


[__]


 





 






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