Exhibit 10.9


 


INDEMNIFICATION ESCROW AGREEMENT


 


This INDEMNIFICATION ESCROW
AGREEMENT (this “Agreement”) dated as of _______, 2017 is entered into by and among Farmmi, Inc. (the “Company”),
ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Schneider LLP (the “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS, the Company is
completing a public offering of up to a range of 1,250,000 to 1,500,000 common shares of the Company, par value $0.001 (the “Shares”)
and an additional amount equal to fifteen (15%) percent of the Shares which the Underwriters have the option to purchase from the
Company to cover over-allotments, if any, at an offering price of $4.00 to $6.00 per share (the “Offering”);


 


WHEREAS, the Company and
Underwriter expect that the Offering will close on or before the close of business on _________, 2017 (collectively, 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 a non-interest bearing
escrow account, to be held, invested and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement;


 


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


 


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


 


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



 


		2.	Delivery of the Escrowed Funds. Upon the closing
of the Offering the Escrowed Funds shall be delivered on behalf of the Company to the Escrow Agent, as escrow agent into a non-interest
bearing escrow account maintained by the Escrow Agent (the “Escrow Account”) by wire transfer in accordance
with the wire transfer instructions set forth on Schedule A hereto. In no event shall the aggregate amount of Escrowed
Funds delivered to the Escrow Account be less than 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 Sections 7(l) and 8 of the Underwriting Agreement dated ___________________,
2017 by and between the Company and the Underwriter, for a period of thirty (30) months from the closing of the Offering. Disbursement
of such Escrowed Funds and Investment Gain Funds shall be determined by an independent third-party trustee, to be chosen by mutual
consent of the Company and Underwriter.


 




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b.           Notwithstanding
the last sentence of the prior paragraph, in the event that any litigation or proceeding arising out of any matter in connection
with the Offering in connection to the Underwriter acting in its capacity as underwriter within thirty (30) 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
or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds
with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder
to the parties from which they were received to the extent determined by such court.


 


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


 


i.            The
Escrowed Funds may be invested in issuers listed on U.S. national securities exchanges; provided that (1) no investments may be
made in the Company’s securities; (2) no more than 20% of the Escrowed Funds may be invested in one issuer; (3)   no
more than 40% of the Escrowed Funds may be 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 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
$486,000, 81% of the original amount ($600,000) of Escrowed Funds (the “Minimum Equity”) for more than 20 consecutive
trading days, the Company shall promptly (but no later than 10 calendar days following the 20 consecutive trading days following
the decrease of less than 81%) add funds to the Escrow Account to maintain the Minimum Equity.


 


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


 




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iv.         Upon
request from the Company and after the Closing, the Escrow Agent shall establish a brokerage account in the Company’s name
with a FINRA registered broker-dealer chosen by the Company and reasonably satisfactory to the Underwriter (the “Escrow Broker”).
All proposed transactions will be submitted by the Company in writing to the Underwriter with a confirmation by the Company that
such transaction(s) meet the criteria set forth in Sections 3(c)(i)-(iii). The 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(c) in excess of the Escrowed Funds (“Investment Gain Funds”)
may, at the request of the Company, be disbursed to the Company provided in the manner of Section 3(a) of this Agreement, provided
that to the extent Investment Gain Funds exceed $50,000 in excess of the Minimum Equity, the Company shall be permitted to request
a disbursement of such excess funds in an amount of no less than $50,000 on March 31, June 30, September 30 or December 31 of any
year during the term of this Agreement prior to the thirty month period set forth in Section 3(a).


 


		4.	Exculpation and Indemnification of Escrow Agent.



 


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


 


b.           The
Escrow Agent shall not be liable to the Company, the Underwriter, or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper
person or persons. 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 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. 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 person or persons,
that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred,
without incurring liability to the Company, the Underwriter, or to anyone else for any action taken or omitted to be taken or omitted,
in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 


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


 


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


 


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


 


		5.	Indemnification by the Company. The indemnification
provisions subject to this Agreement are set forth in Sections 7(l) and 8 of the Underwriting Agreement dated ____________, 2017
by and between the Company and the Underwriter, which Sections 7(l) and 8 shall be deemed to part of this Agreement.



 




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		6.	Termination of Agreement and Resignation of Escrow
Agent.



 


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


 


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


 


		7.	Form of Payments by Escrow Agent.



 


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


 


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


 


		8.	Compensation. Escrow Agent shall be entitled to
$12,500.00 as compensation for its services rendered under this Agreement, which amount shall be delivered by the Company to an
account designated by the Escrow Agent on the same date when the Escrowed Funds are delivered into the Escrow Account.



 


		9.	Notices. All notices, demands, consents, requests,
instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement
or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received
by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt
of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, on the business day of
such delivery (as evidenced by the signed certified mail card), (iii) if delivered by overnight courier (with all charges having
been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized
standing), (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time
zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation
of delivery generated by the sending party’s telecopier machine), or (v) if delivered by email on the business day of such
delivery (as evidenced by delivery confirmation). If any notice, demand, consent, request, instruction or other communication
cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 9), or the refusal
to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second
business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests,
instructions and other communications will be sent to addresses or facsimile numbers as applicable set forth hereunder.



 




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If to the Company, to: 


 


Farmmi, Inc.


 


Farmmi, Inc.


No. 888 Tianning Street


Lishui, Zhejiang province


People’s Republic of
China 323000


Attention: Mrs. Yefang Zhang


Email:  zhang@f0086.com


 


with a copy to:


Anthiny W. Basch, Esq.


Kaufman & Canoles, P.C.


Two James Center, 14th Floor


1021 East Cary Street


Richmond, Virginia


Email:  awbasch@kaufcan.com


 


If to the Underwriter, to:


 


ViewTrade Securities, Inc.


Attn: Doug K. Aguililla


7280 West Palmetto Park Road, Suite 310


Boca Raton, FL 33433


Email:  dougagui@viewtrade.com


 


If to the Escrow Agent, to: 


 


Pearlman Schneider LLP


Attn: Charles B. Pearlman, Esq.2200 Corporate Blvd. NW, Suite 210


Boca Raton, Florida 33431


Phone: 561-362-9595


Email:  charlie@pslawgroup.net 


 


		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 such state in connection with any action, suit or proceedings arising out of or relating to this Agreement
or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that
the service thereof may be made by certified or registered mail directed to it at the address listed hereto.



 


		12.	Miscellaneous.



 


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


 


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


 


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


 


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



 




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[SIGNATURE PAGE TO INDEMNIFICATION ESCROW AGREEMENT]


 


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


 


ESCROW AGENT: 


 


PEARLMAN SCHNEIDER LLP


 


	By:	 	 
	Name:	 
	Title:	 
	 	 
	COMPANY:	 
	 	 
	FARMMI, INC.	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	UNDERWRITER:	 
	 	 
	VIEWTRADE SECURITIES, INC.	 
	 	 	 
	By:	 	 
	Name: DOUGLAS K. AGUILILLA	 
	Title: DIRECTOR, INVESTMENT BANKING	 


 




     


     


    

 


Schedule A


 





	ACCOUNT NAME:	TRUST ACCOUNT
	ACCOUNT NO.:	 
	ABA ROUTING NO.:

SWIFT CODE: 	 
	BANK:	 
	REFERENCE: ATTN:	 
	 	 
	PLEASE WIRE IN U.S. DOLLARS