Exhibit 10.1


 


INDEMNIFICATION ESCROW AGREEMENT


 


This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”)
dated as of _______, 2022 is entered into by and among Mobile Global Esports Inc, (the “Company”), WestPark Capital
Inc. (the “Underwriter”), and _________________ (the “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS, the Company is conducting an initial public
offering (the “Offering”), on a firm commitment basis, of up to ________ ordinary shares of the Company, par value
$0.0001 (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 ___________, 2022 (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 an 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 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 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. 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 in an escrow
account and disburse the Escrowed 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 indemnification obligations of the Company pursuant to Section ___ of the Underwriting
Agreement dated _____, 2022 by and between the Company and the Underwriter (the “Underwriting Agreement”), for a period
of twenty-four (24) months from the closing of the Offering (“Claims Period”).


 


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 in 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
indemnity 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 Los Angeles office.


 






     


    


    

 


c. 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 twenty-four
(24) 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 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, 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 Claims Period or (ii) it is 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 Claims Period, 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 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 40% invested
in issuers that have: (A) a market capitalization of less than $1.0 billion; (B) have been public for less than two years; and (C) have
less than $1.0 million in average daily volume for the 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 of Five Hundred Thousand Dollars ($500,000) of the Escrowed Funds (“Minimum Equity”) for more than
20 consecutive trading days or less than 70% for one day (the “Decrease in Escrowed Amount”), the Company shall (a) not enter
into any new investments and will only be allowed to liquidate current holdings in the Escrow Account and (b) promptly (but no later than
10 calendar days following the 20 consecutive trading days following the Decrease in Escrowed Amount) 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.


 






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iv. As
soon as possible after the closing of the Offering and upon written notice from the Company, the Escrow Agent shall use its best efforts
to 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 Section 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.


 


iv. 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 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.


 


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 to 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,
which Section 6 shall be deemed to be a part of this Agreement.


 


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(e) and Section 4(f)) 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.


 





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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.


 


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 $_______ 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.
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, including, but not limited to any services or expenses associated with Section 3(e).


 


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 by 6:00 p.m. in the time zone of the recipient, on the
business day of such delivery, or if sent after that time, on the next succeeding business day (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.


 


If to the Company, to: 


 


Attention:


Email: c


 


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


 


Attention:


Email:


 


If to the Underwriter, to:


 


Attention:


Email:


 


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


 


Dickinson Wright PLLC


350 E. Las Olas Blvd., Suite 1750


Fort Lauderdale, FL 33301


Attention: Joel D. Mayersohn, Esq.


Email: jmayersohn@dickinsonwright.com


 






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If to the Escrow Agent, to: 


 


Attention: Email:  


 


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 _______ and of any Federal court located in ______ ‘__________ 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.


 


[THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT
BLANK]


 




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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: 	 
	 	 	 
	By:	 	 
	Name: 	  .	 
	Title:	Partner	 


  


COMPANY:


 


MOBILE GLOBAL ESPORTS INC


  


	By: 	 	 
	Name:  	 	 
	Title: 	Chief Executive Officer	 


 


UNDERWRITER: 


 


WestPark Capital, Inc.


  


	By: 	 	 
	Name:  	 	 
	Title: 	 	 


 


[Signature Page to Indemnification Escrow Agreement]


 




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Schedule A


 


Electronic
Funds Transfer Instructions


FOR CREDIT TO:


 


Bank:.


 


Address:


 





	 	Re: ____________________	 
	 	 	 
	Amount:	$___________________	 



 


TO THE BENEFIT OF: 


 


Account No.: 


 


*****************************


 


For Wire Transfers:


 


SWIFT Code: 


 


For EFT or ACH:


 


ABA:


 


TO BE WIRED IN U.S. DOLLARS


 





 


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