Exhibit 10.23


 


ESCROW AGREEMENT


 


This Escrow Agreement dated this ___ day of ____________,
2021 (the “Escrow Agreement”), is entered into by and among Aspire Global Inc., _ an exempted company with limited
liability incorporated under the laws of the Cayman Islands (the “Company”) and US Tiger Securities, Inc. (“US
Tiger”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton,” and, together with EF Hutton,
the “Representatives” and each, individually, a “Representative”), the Company and the Representatives
being collectively referred to as the “Parties” and each, individually, as a “Party, and Wilmington Trust,
National Association, as escrow agent (“Escrow Agent”).


 


RECITALS


 


WHEREAS,
pursuant to an underwriting agreement (the “Underwriting Agreement”) dated , 2021, the Company sold to the underwriters named
therein, of whom the Representatives are acting as representative, 15,000,000 of the Company’s ordinary shares in the Company’s
initial public offering; with the underwriters having the right to purchase an additional 2,250,000 ordinary shares under the terms and
conditions set forth therein; and


 


WHEREAS,
pursuant to the Underwriting Agreement, the Company agreed to deposit $1,000,000 from the proceeds of its initial public offering for
a period of one year;


 


NOW,
THEREFORE, in consideration of the premises, and further consideration of the covenants set forth hereafter, it is hereby agreed
mutually as follows:


 


ARTICLE 1





ESCROW DEPOSIT


 


Receipt
of Escrow Property.


 


1.1.


 


(a)            Upon
execution of this Escrow Agreement by each of the parties hereto, the Company shall deposit $1,000,000 into a United States Dollar denominated
account (the “Escrow Account”) established by the Escrow Agent. The Escrow Account is set forth below:


 


Manufacturers & Traders Trust
Co.


ABA# 031100092


A/C# [_____]


A/C Name: [_____]


Attn: Global Capital Markets


 


(b)            The
Escrow Agent will hold the deposit in the Escrow Account, together with all investments thereof and all interest accumulated thereon and
proceeds therefrom (the “Escrow Property”), in escrow upon the terms and conditions set forth in this Escrow Agreement
and shall not disburse funds from the Escrow Account except as provided herein.


 






    	WTNA – Form of Escrow Agreement (12/2020)	1 	 



     


    

 


1.2.            Investments.


 


(a)            The
Escrow Agent shall invest the Escrow Property in accordance with the written instructions provided to the Escrow Agent and signed by
the Company and US Tiger in such investments (i) as shall from time to time be selected by the Company and US Tiger and (ii) be
investments the Escrow Agent is able to hold. In the absence of written investment instructions from the Company and US Tiger, the Escrow
Agent shall hold the Escrow Property un-invested, without interest thereon. For the avoidance of doubt, any investment earnings and income
on the Escrow Property shall become part of the Escrow Property and shall be disbursed in accordance with Section 1.3 below. The
Escrow Agent shall make no disbursement, investment or other use of funds until and unless it has collected funds. The Escrow Agent shall
not be liable for collection items until such proceeds have been received or the Federal Reserve has given the Escrow Agent credit for
the funds.


 


(b)            The
Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions
required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any
investment, including, without limitation, negative interest, or sale of investment made pursuant to this Escrow Agreement. The Escrow
Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual
capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any
third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision,
recommendations, or advice.


 


(c)            In
the event that market conditions are such that negative interest applies to amounts deposited with the Escrow Agent, the Escrow Agent
shall be entitled to deduct from amounts on deposit with it an amount necessary to pay such negative interest. For the avoidance of doubt,
the indemnification protections afforded to the Escrow Agent under Section 3.1 of this Agreement shall cover any interest-related
expenses (including, but not limited to, negative interest) incurred by the Escrow Agent in the performance of its duties hereunder.


 


1.3.            Disbursements.


 


(a)            If
the Escrow Agent shall have received a notice (a “Claim Notice”) in the form of Exhibit A-1 to this Escrow Agreement,
the Escrow Agent shall send a copy of the Claim Notice to the Company.


 


(b)            If
the Company does not deliver a notice (the “Dispute Notice”) in the form of Exhibit A-2 to this Escrow
Agreement, within thirty (30) days from the date the Escrow Agent sent a copy of the Claim Notice to the Company, the Escrow Agent shall
disburse in accordance with instructions from the Representatives the amount set forth in the Claim Notice.


 


(c)            If
the Dispute Notice states that the Company disputes the claim set forth in the Claim Notice in whole or in part, the Escrow Agent shall
disburse in accordance with instructions from the Representative any amount which is not in dispute and shall retain the balance of the
amount claimed in the Claim and shall not make any further disbursement of the amount in dispute until it received written instructions
signed by the Company and the Representatives.


 


(d)            If
the Escrow Agent shall receive notice (the “Final Notice”) in the form of Exhibit A-3 to this Agreement from the
Company at any time after [ , 2022], which is twelve months from the date of this Escrow Agreement, the Escrow Agent shall disburse to
the Company the amount held in the Escrow Account in excess of the amount in dispute pursuant to Section 1.3(c), which retained amount
shall not be disbursed until receipt of joint written instructions from the Company and the Representatives, as provided therein. The
Claim Notice, the Dispute Notice and the Final Notice are collectively referred to as “Written Directions” and each
a “Written Direction.”


 






    	WTNA – Form of Escrow Agreement (12/2020)	2 	 



     


    

 


(e)            In
the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or
any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency
law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request
the amount so paid to it/


 


(f)            The
Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the
Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction
in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process,
then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition
of any such judgment, order or process.


 


(g)            Each
Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow
Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed
by, in the case of the Company, any individual designated by the Company on Exhibit B-1 hereto or, in the case of the Representatives,
any individual designated by the Representatives on Exhibit B-2 hereto (in each case, each such individual an “Authorized
Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance
with Section 1.5.


 


(h)            Upon
request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account.


 


(i)            A
party may specify in a Written Direction whether the Escrow Property shall be disbursed by way of wire transfer or check. If the written
notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by
any means chosen by the Escrow Agent.


 


(j)            If
none of the Escrow Property has been disbursed within 15 months from the date hereof, other than with respect to funds the disposition
of which is in dispute between the Company and the Representative, Escrow Agent shall be entitled, at its sole discretion, to return the
Escrow Property to [the Company after which this Escrow Agreement shall terminate in accordance with Section 1.7 below.


 


1.4.            Written
Direction and Other Instruction.


 


(a)            With
respect to any Written Direction or any other notice, direction or other instruction required to be delivered by a Party to the Escrow
Agent under this Escrow Agreement, the Escrow Agent is authorized to follow and rely upon any and all such instructions given to it from
time to time if the Escrow Agent believes, in good faith, that such instruction is genuine and to have been signed by an Authorized Representative
of such Party. The Escrow Agent shall have no duty or obligation to verify that the person who sent such instruction is, in fact, a person
duly authorized to give instructions on behalf of a Party, other than to verify that the signature of the Authorized Representative on
any such instruction appears to be the signature of such person. Each Party acknowledges and agrees that it is fully informed of the protections
and risks associated with the various methods of transmitting instructions to the Escrow Agent, and that there may be more secure methods
of transmitting instructions other than the method selected by such Party. The Escrow Agent shall have no responsibility or liability
for any loss which may result from:


 






    	WTNA – Form of Escrow Agreement (12/2020)	3 	 



     


    

 


(i)    any
action taken or not taken by the Escrow Agent in good faith reliance on any such signatures or instructions;


 


(ii)   as
a result of a Party’s reliance upon or use of any particular method of delivering instructions to the Escrow Agent, including the
risk of interception of such instruction and misuse by third parties; or


 


(iii)   any
officer or Authorized Representative of a Party named in an incumbency certificate, Exhibit B-1 or Exhibit B-2
delivered hereunder prior to actual receipt by the Escrow Agent of a more current incumbency certificate or an updated Exhibit B-1
or Exhibit B-2 and a reasonable time for the Escrow Agent to act upon such updated or more current certificate or Exhibit.


 


(b)            The
Company may, at any time, update Exhibit B-1 and Seller may, at any time, update Exhibit B-2 by signing and submitting
to the Escrow Agent an updated Exhibit. Any updated Exhibit shall not be effective unless the Escrow Agent countersigns a copy thereof.
The Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit.


 


1.5.            Delivery
and Authentication of Written Direction.


 


(a)            A
Written Direction must be delivered to the Escrow Agent by one of the delivery methods set forth in Section 4.3.


 


(b)            Each
Party and the Escrow Agent hereby agree that the following security procedures will be used to verify the authenticity of a Written Direction
delivered by any Party to the Escrow Agent under this Escrow Agreement:


 


(i)    The
Written Direction must include the name and signature of the person delivering the disbursement request to the Escrow Agent. The Escrow
Agent will check that the name and signature of the person identified on the Written Direction appears to be the same as the name and
signature of an Authorized Representative of such Party;


 


(ii)   The
Escrow Agent will make a telephone call to an Authorized Representative of the Party purporting to deliver the Written Direction (which
Authorized Representative may be the same as the Authorized Representative who delivered the Written Direction) at any telephone number
for such Authorized Representative as set forth on Exhibit B-1 or Exhibit B-2, as applicable, to obtain oral confirmation
of delivery of the Written Direction. If the Written Direction is a joint written notice of the Parties, the Escrow Agent shall call back
an Authorized Representative of both of those Parties; and


 


(iii)  If
the Written Direction is sent by email to the Escrow Agent, the Escrow Agent also shall review such email address to verify that it appears
to have been sent from an email address for an Authorized Representative of such Party as set forth on Exhibit B-1 or Exhibit B-2,
as applicable, or from an email address for a person authorized under Exhibit B-1 or Exhibit B-2, as applicable,
to email a Written Direction to the Escrow Agent on behalf of the Authorized Representative).


 


(c)            Each
Party acknowledges and agrees that given its particular circumstances, including the nature of its business, the size, type and frequency
of its instructions, transactions and files, internal procedures and systems, the alternative security procedures offered by the Escrow
Agent and the security procedures in general use by other customers and banks similarly situated, the security procedures set forth in
this Section 1.5 are a commercially reasonable method of verifying the authenticity of a payment order in a Written Direction.


 






    	WTNA – Form of Escrow Agreement (12/2020)	4 	 



     


    

 


(d)            The
Escrow Agent is authorized to execute, and each Party expressly agrees to be bound by any payment order in a Written Direction issued
in its name (and associated funds transfer) (i) that is accepted by the Escrow Agent in accordance with the security procedures set
forth in this Section 1.5, whether or not authorized by such Party and/or (ii) that is authorized by or on behalf of such Party
or for which such Party is otherwise bound under the law of agency, whether or not the security procedures set forth in this Section 1.5
were followed, and to debit the Escrow Account for the amount of the payment order. Notwithstanding anything else, the Escrow Agent shall
be deemed to have acted in good faith and without negligence, gross negligence or misconduct if the Escrow Agent is authorized to execute
the payment order under this Section 1.5. Any action taken by the Escrow Agent pursuant to this Section 1.5 prior to the Escrow
Agent’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment of a Written Direction shall not
be affected by such notice of revocation, cancellation or amendment of a Written Direction.


 


(e)            The
security procedures set forth in this Section 1.5 are intended to verify the authenticity of payment orders provided to the Escrow
Agent and are not designed to, and do not, detect errors in the transmission or content of any payment order. The Escrow Agent is not
responsible for detecting an error in the payment order, regardless of whether either Party believes the error was apparent, and the Escrow
Agent is not liable for any losses arising from any failure to detect an error.


 


(f)            When
instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number),
the Escrow Agent, and any other banks participating in the funds transfer, may rely solely on the unique identifier, even if it identifies
a party different than the party named. Each Party agrees to be bound by the rules of any funds transfer network used in connection
with any payment order accepted by the Escrow Agent hereunder.


 


(g)            The
Escrow Agent shall not be obliged to make any payment requested under this Escrow Agreement if it is unable to validate the authenticity
of the request by the security procedures set forth in this Section 1.5. The Escrow Agent’s inability to confirm a payment
order may result in a delay or failure to act on that payment order. Notwithstanding anything else in this Escrow Agreement, the Escrow
Agent shall not be required to treat a payment order as having been received until the Escrow Agent has authenticated it pursuant to the
security procedures in this Section 1.5 and shall not be liable or responsible for any losses arising in relation to such delay or
failure to act.


 


1.6.            Income
Tax Allocation and Reporting.


 


(a)            Each
Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest
and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal
Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year.
Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report
or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered
and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting
forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and
receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry
on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed
the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is
solely ministerial and upon express direction of the Parties.


 






    	WTNA – Form of Escrow Agreement (12/2020)	5 	 



     


    

 


(b)            Prior
to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax
identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request.
Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may
be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any
interest or other income earned on the investment of the Escrow Property.


 


(c)            To
the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow
Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally,
hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or
expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such
tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or
willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification
provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.


 


1.7.            Termination.
This Escrow Agreement shall terminate upon disbursement of all Escrow Property in accordance with Section 1.3, and this Escrow Agreement
shall be of no further force and effect, except that the provisions of Sections 1.6 (Tax Allocation and Reporting), 3.1(Indemnification)
and 3.2 (Limitation of Liability) hereof shall survive termination.


 


ARTICLE 2


DUTIES OF THE ESCROW AGENT


 


2.          


 


2.1.          Scope
of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly
and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the
Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent
will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent
shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document
other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the
Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument,
or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties
and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and is not
responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this
Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the
validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents
in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement
sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred
or implied from the terms of this Escrow Agreement, any other agreement or otherwise.


 






    	WTNA – Form of Escrow Agreement (12/2020)	6 	 



     


    

 


2.2.            Rights
of the Escrow Agent. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise
incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this
Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this
Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. The Escrow
Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization,
power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports, to be,
including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement
or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement.


 


2.3.            Attorneys
and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the
Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent
shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed
to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys,
custodians, and/or nominees and shall not be responsible for the acts or omissions of such agents, representatives, attorneys, custodians
or nominees appointed with due care.


 


2.4.            Right
Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed
as duties.


 


ARTICLE 3


PROVISIONS CONCERNING THE ESCROW AGENT


 


3.     


 


3.1.          Indemnification.
The Parties, jointly and severally, hereby indemnify and defend the Escrow Agent and its directors, officers, employees and agents (collectively,
the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses,
actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, (including, without
limitation, negative interest, attorney's fees and expenses and the costs of enforcement of this Escrow Agreement or any provision thereof),
which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of the Escrow Agent under
this Escrow Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be have been finally
adjudicated to have been directly caused by the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall have a
first lien against the Escrow Account to secure the obligations of the parties hereunder. The terms of this paragraph shall survive termination
of this Escrow Agreement.


 


3.2.            Limitation
of Liability. the escrow agent SHALL NOT be liable, directly or indirectly, for any (i) damages,
Losses or expenses arising out of OR IN CONNECTION WITH THIS ESCROW AGREEMENT, THE ESCROW ACCOUNT, THE ESCROW PROPERTY, OR the services
provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have DIRECTLY resulted from the escrow
agent’s gross negligence or willful misconduct, (ii) special, Indirect or consequential damages or LOSSES OF ANY KIND
WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the possibility of such LOSSES OR
damages AND REGARDLESS OF THE FORM OF ACTION, OR (III) ANY AMOUNT IN EXCESS OF THE VALUE OF THE ESCROW PROPERTY.


 






    	WTNA – Form of Escrow Agreement (12/2020)	7 	 



     


    

 


3.3.            Resignation
or Removal. The Escrow Agent may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to
each Party. At such time, all fees and expenses to which the Escrow Agent is entitled shall be immediately due and payable to Escrow Agent.
The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of
all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall
be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s
sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall
be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If
the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such
notice of resignation or removal, the Escrow Agent shall be entitled, at its sole discretion and at the expense of the Parties, to (a) return
the Escrow Property to the Company, or (b) petition any court of competent jurisdiction for the appointment of a successor escrow
agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.


 


3.4.            Compensation.
(a) The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C,
which compensation shall be paid by the Company, provided, that any interest earned on the Escrow Property can be applied to payment of
such compensation. Such compensation is intended for the Escrow Agent's services as contemplated by this Escrow Agreement. In addition
to such compensation, in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or
the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject
matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent
is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated
for such extraordinary services and any services or work performed by Escrow Agent in connection with any delay, controversy, litigation
or event, and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay,
controversy, litigation or event. The payment obligations described in the immediately preceding sentence shall be the joint and several
obligations of the Parties. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow
Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law.


 


(b) As security for the due and punctual
performance of any and all of the Parties’ obligations to the Escrow Agent hereunder, now or hereafter arising, the Parties, individually
and collectively, hereby pledge, assign and grant to the Escrow Agent a continuing security interest in, and a lien on and right of setoff
against, the Escrow Property and all distributions thereon, investments thereof or additions thereto (whether such additions are the result
of deposits by the Parties or the investment of Escrow Property or otherwise). If any fees, expenses or costs incurred by, or any obligations
owed to, the Escrow Agent hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrow Property,
and may sell, convey or otherwise dispose of any Escrow Property for such purpose. The security interest and setoff rights of the Escrow
Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against the Parties and all third parties in accordance
with the terms of this Escrow Agreement.


 


The terms of this Section 3.4 shall survive
termination of this Escrow Agreement.


 






    	WTNA – Form of Escrow Agreement (12/2020)	8 	 



     


    

 


3.5.            Disagreements.
If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity
of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the
action to be taken hereunder, the Escrow Agent may, at its option, refuse to act until the Escrow Agent (a) receives a final non-appealable
order of a court of competent jurisdiction directing delivery of the Escrow Property or (b) receives a written instruction, executed
by all of the Parties, in a form reasonably acceptable to the Escrow Agent, directing delivery of the Escrow Property. The Escrow Agent
will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further
question, inquiry or consent. The Escrow Agent may file an interpleader action in a state or federal court, and upon the filing thereof,
the Escrow Agent will be relieved of all liability as to the Escrow Property and will be entitled to recover reasonable and documented
out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. In
the event the Escrow Agent receives conflicting instructions hereunder, the Escrow Agent shall be fully protected in refraining from acting
until such conflict is resolved to the satisfaction of the Escrow Agent.


 


3.6.            Merger
or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated,
or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as
a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow
Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights,
powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance
of any further act.


 


3.7.            Attachment
of Escrow Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied upon
by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall
be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion,
to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies
with any such writ, order or decree it shall not be liable to any Party or to any other person, firm or corporation, should, by reason
of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 


3.8.            Force
Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this
Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots;
interruptions; loss or malfunctions of utilities including but not limited to, computer (hardware or software), payment systems, or communications
services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent
shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as reasonably practicable under the circumstances.


 


3.9.            Compliance
with Legal Orders. The Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises
with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in
accordance with the advice or opinion of such counsel.


 






    	WTNA – Form of Escrow Agreement (12/2020)	9 	 



     


    

 


3.10.            No
Financial Obligation. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or
duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Escrow Agent's sole
and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole
and absolute discretion, to be satisfactory.


 


ARTICLE 4


MISCELLANEOUS


 


4.     


 


4.1.           Successors
and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of each Party and the Escrow Agent and their respective
successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement.  No assignment of the
interest of any of the Parties and the Escrow Agent shall be binding unless and until written notice of such assignment shall be delivered
to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent
not to be unreasonably withheld).


 


4.2.            Escheat.
Each Party is aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the
applicable state. The Escrow Agent shall have no liability to either Party or any other party, should any or all of the Escrow Property
escheat by operation of law.


 


4.3.            Notices.
All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall
be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt
if a facsimile number is given, (iii) by overnight delivery with a reputable national overnight delivery service, (iv) by mail
or by certified mail, return receipt requested, and postage prepaid, or (v) by electronic transmission; including by way of e-mail
(as long as such email is accompanied by a PDF or similar version of the relevant document bearing the signature of an Authorized Representative
for the Party sending the notice) with email confirmation of receipt. If any notice is mailed, it shall be deemed given five business
days after the date such notice is deposited in the United States mail. If notice is given to a party, it shall be given at the address
for such party set forth below. It shall be the responsibility of each Party to notify the Escrow Agent in writing of any name or address
changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date
received by the Escrow Agent. No notice shall be given by facsimile transmission to any Party that does not provide a facsimile transmission
number.


 


If to the Company:


 


Aspire Global Inc.


14 Jian’an Road


Tangwei Fuyong Town


Bao’an District, Shenzhen


Guangdong Province, China


Email: michael@getispire.com


Attention: Michael Wang, CFO


 






    	WTNA – Form of Escrow Agreement (12/2020)	10 	 



     


    

 


If to Seller:


 


NAME


ADDRESS


CITY, STATE, ZIP CODE


Attention:


Telephone:


Facsimile:





Email address:


 


If to the Escrow Agent:


 


Wilmington Trust, National Association


Corporate Client Services


1100 N. Market Street


Wilmington, DE 19890


Attn: [________________]


Facsimile: (___) ___-____


Email address: [________________]


 


4.4.            Governing
Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard
to any laws relating to choice of laws (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.


 


4.5.           Venue.
Each Party and the Escrow Agent hereby consent to the exclusive personal jurisdiction of the courts located in [New Castle County
in the State of Delaware] in the event of a dispute arising out of or under this Escrow Agreement. Each Party and the Escrow
Agent hereby irrevocably waives any objection to the laying of the venue of any suit, action or proceeding and irrevocably submits
to the exclusive jurisdiction of such court in such suit, action or proceeding.


 


4.6.            Entire
Agreement. This Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related
to the Escrow Property and supersedes all prior agreements and understandings, oral or written. If a court of competent jurisdiction
declares a provision invalid, it will be ineffective only to the extent of the invalidity, so that the remainder of the provision
and Escrow Agreement will continue in full force and effect. In the event of any direct conflict of the terms of this Escrow
Agreement with the terms of the [Purchase Agreement], as with respect to the rights of the the Company and Seller, the terms
of the [Purchase Agreement] shall control and prevail; provided, in no event shall the Escrow Agent be bound by the terms of
the [Purchase Agreement]. This Escrow Agreement is not intended to confer upon any person other than the parties hereto any
rights or remedies.


 


4.7.            Amendment.
This Escrow Agreement may be amended, modified, supplemented, superseded, rescinded, or canceled only by a written instrument executed
by the Parties and the Escrow Agent; provided that Exhibit B-1 or Exhibit B-2, as applicable, may be amended at
any time in accordance with Section 1.4.


 


4.8.            Waivers.
The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement
shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of
any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more
instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition
or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.


  






    	WTNA – Form of Escrow Agreement (12/2020)	11 	 



     


    

 


4.9.            Interpretation.
Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise
modify any of the terms or provisions of this Escrow Agreement. Unless otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Any references to an Exhibit is a reference to an Exhibit of this Escrow
Agreement.


 


4.10.            Electronic
Signatures; Facsimile Signatures; Counterparts. This Escrow Agreement may be executed in one or more counterparts. Such execution
of counterparts may occur by manual signature, electronic signature, facsimile signature, manual signature transmitted by means of facsimile
transmission or manual signature contained in an imaged document attached to an email transmission, and any such execution that is not
by manual signature shall have the same legal effect, validity and enforceability as a manual signature. Each such counterpart executed
in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.
The exchange of executed copies of this Escrow Agreement or of executed signature pages to this Escrow Agreement by electronic transmission,
facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof.
Any copy of this Escrow Agreement which is fully executed and transmitted in accordance with the terms hereof may be used for all purposes
in lieu of a manually executed copy of this Escrow Agreement and shall have the same legal effect, validity and enforceability as if executed
by manual signature.


 


4.11.            Waiver
of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING
TO OR ARISING OUT OF THIS ESCROW AGREEMENT.


 


[The remainder of this page left intentionally
blank.]


 






    	WTNA – Form of Escrow Agreement (12/2020)	12 	 



     


    

 


IN WITNESS WHEREOF, this Escrow
Agreement has been duly executed as of the date first written above.


 


	 	The Company
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Date:
	 	 
	 	 
	 	Seller
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Date:
	 	 
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
    as Escrow Agent
	 	 
	 	By:	                     
	 	Name:
	 	Title:
	 	Date:




 






    	WTNA – Form of Escrow Agreement (12/2020)	S-1	 



     


    

 


EXHIBIT A


 


Forms of Claim Notice, Dispute Notice and
Final Notice to be provided


 


 






    	WTNA – Form of Escrow Agreement (12/2020)	14	 



     


    

 


EXHIBIT B


 


EXHIBIT B-1


 


Certificate
as to Authorized Signatures


 


of The
Company


 


The Company hereby designates each of the following
persons as its Authorized Representative for purposes of this Escrow Agreement, and confirms that the title, contact information and specimen
signature of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to initiate and
approve transactions of all types for the Escrow Account established under this Escrow Agreement to which this Exhibit B-1 is
attached, on behalf of the Company.


 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 


 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 


 


 


COMPLETE BELOW TO UPDATE EXHIBIT B-1


 


If the Company wishes to change the names or details
of any of its Authorized Representatives, the Company must complete, sign and send to Escrow Agent an updated copy of this Exhibit B-1
with such changes. Any updated Exhibit B-1 shall be effective once signed by the Company and Escrow Agent and shall entirely
supersede and replace any prior Exhibit B-1 attached to this Escrow Agreement or submitted to Escrow Agent.


 






    	WTNA – Form of Escrow Agreement (12/2020)	15	 



     


    

 


	The
    Company	 
	 	 
	By:	               	 
	Name:	 
	Title:	 
	Date:	 
	 	 
	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	Date:	 




 


 


Internal Use Only:


 


 ̈     Updated
details of Authorized Representatives completed in full


 ̈     Signed
by a representative of the Company per relevant board resolutions/certificate of incumbency on file (if relevant).


 ̈     Call-back
performed to the Company to confirm authenticity of updated Exhibit B-1:


 


Person
Called: ____________________________________ Date of Call: __________________
Time of Call: _________am/pm


 


Reviewed
by (name): ____________________________________ Signature:_____________________________
Date: _________________


 






    	WTNA – Form of Escrow Agreement (12/2020)	16	 



     


    

 


EXHIBIT B-2


 


Certificate
as to Authorized Signatures





of THE
REPRESENTATIVES


 


Each Representative hereby designates each of
the following persons as its Authorized Representative for purposes of this Escrow Agreement, and confirms that the title, contact information
and specimen signature of each such person as set forth below is true and correct. Each such Authorized Representative is authorized to
initiate and approve transactions of all types for the Escrow Account[s] established under this Escrow Agreement to which this Exhibit B-2
is attached, on behalf of Seller.


 


US Tiger


 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 


 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 


 


EF Hutton


 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 


 






    	WTNA – Form of Escrow Agreement (12/2020)	17	 



     


    

 


	Name (print):	 
	Specimen Signature:	
     

     

	Title:	 
	
    Telephone
    Number (required):

    If more than one, list all
	
    Office:

    Cell:

    Home:

    Other:

	
    E-mail
    (required):

    If more than one, list all
	
    Email 1:

    Email 2:

	Facsimile:	 




 


 


COMPLETE BELOW TO UPDATE EXHIBIT B-2


 


If either Representative wishes to change the
names or details of any of its Authorized Representatives, Seller must complete, sign and send to Escrow Agent an updated copy of this
Exhibit B-2 with such changes. Any updated Exhibit B-2 shall be effective once signed by such Representative and
Escrow Agent and shall entirely supersede and replace any prior Exhibit B-2 attached to this Escrow Agreement or submitted
to Escrow Agent.


 





	US TIGER SECURITIES, INC.	 
	 	 
	By:	               	 
	Name:	 
	Title:	 
	Date:	 
	 	 
	 	 
	EF HUTTON, division of benchmark
investments, llc	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	Date:	 
	 	 
	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	Date:	 



 






    	WTNA – Form of Escrow Agreement (12/2020)	18	 



     


    

 


Internal Use Only:





 ̈     Updated
details of Authorized Representatives completed in full


 ̈     Signed
by a representative of Seller per relevant board resolutions/certificate of incumbency on file (if relevant).


 ̈     Call-back
performed to Seller to confirm authenticity of updated Exhibit B-2:


 


Person
Called: __________________________________________ Date of Call: ____________________
Time of Call: _________ am/pm


 


Reviewed
by (name):________________________________________ Signature:_________________________________ Date: ________________


 






    	WTNA – Form of Escrow Agreement (12/2020)	19	 



     


    

 


EXHIBIT C


 


Fees of Escrow Agent


 


	Acceptance Fee:	TBD


 


Initial Fees as they relate to Wilmington Trust, N.A. acting in the
capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s) and
accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s). Acceptance Fee payable prior to, or
within one business day after, the Escrow Agreement is executed by all parties.


 


	Escrow Agent Administration Fee:	$TBD


 


For ordinary administrative services by Escrow Agent – includes
daily routine account management; investment transactions; cash transaction processing (including wire and check processing); monitoring
claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; and mailing of trust account statements
to all applicable parties. This fee shall be payable [monthly/annually/other(fill in)].


 


Wilmington Trust, N.A.’s fees are based on the following
assumptions:


 


		·	Number of Escrow Accounts to be established: One (1)






		·	Estimated Term of Escrow Agreement: TBD






		·	Investment of Escrow Property in: TBD



 


	 	 


 


	Out-of-Pocket Expenses:	Billed At Cost




 





 


f


 






    	WTNA – Form of Escrow Agreement (12/2020)	20