Exhibit 10.8


 


ESCROW
AGREEMENT


 


This
Escrow Agreement is made and entered into as of [●], 2019, by and among NEWBRIDGE SECURITIES CORPORATION, a Virginia corporation
(the “Placement Agent”), HITEK GLOBAL, INC., a Cayman Islands company (the “Company”) and SUNTRUST BANK,
a Georgia Banking corporation (the “Escrow Agent”).


 


R
E C I T A L S:


 


A.
The Company proposes to sell a minimum of 1,200,000 Class A Ordinary Shares of the Company, par value $0.001 (the “Shares”)
and a maximum of 2,500,000 Shares at a price of $5.00 per share on a “best efforts, minimum/maximum” basis (the “Offering”).


 


B.
The Company has retained the Placement Agent, as agent for the Company to sell the Shares in the Offering, and the Placement
Agent has agreed to sell the Shares in the Offering as the Company’s agent. The Shares in the Offering are being
registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder


 


C.
The Escrow Agent is willing to hold the proceeds of the Offering (the “Offering Proceeds”) in escrow pursuant to this
Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, it is hereby
agreed as follows:


 


1. Establishment
of the Escrow Agent. Contemporaneously herewith, the parties have established a non-interest-bearing account with the
Escrow Agent, which escrow account is entitled “Hitek Global, Inc., IPO Escrow Account” (the
“Escrow Account”). The Placement Agent will instruct its customers to transfer funds from their respective
accounts directly to the Escrow Agent via wire transfer using the wire instructions below and will instruct other purchasers
of the Shares to make checks payable to “SunTrust Bank – Hitek Global, Inc., IPO Escrow Account.” Any check
received which is made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the
check and not accepted. The Escrow Agent shall have no responsibility for payments until such proceeds are actually received,
clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek
to compel payment of any payments, except to place such proceeds or instruments representing such proceeds for deposit and
payment through customary banking channels.


 





	 	[●]
	 	ABA: [●]
	 	Account: [●]
	 	Account Name: [●]
	 	Reference: [●]
	 	Attention: [●]







  


2.
Escrow Period. The escrow period (the “Escrow Period”) shall begin with the execution of the Placement Agency
Agreement and shall terminate upon the earlier occurrence (“Termination Date”) of the following dates:


 


(a)
the date on which the Company and the Placement Agent agree to terminate the Offering after the minimum amount of $6,000,0000
(“Minimum Amount”) has been raised; or


 


(b)
the date on which the maximum amount of $12,500,000 (“Maximum Amount”) has been raised; or




 


(c)
90 days from the effective date of the Registration Statement (and for a period of up to 90 additional days if extended by written
agreement of the Company and the Placement Agent by written notice to the Escrow Agent prior to 3:00pm on the 90th
day from the effective date of the Registration Statement).


 


If
the Placement Agent does not sell at least the Minimum Amount by the Termination Date, the Offering shall terminate and all funds
shall be returned to the purchaser in the Offering. During the Escrow Period, the Company is aware and understands that it is
not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the
Company or any other entity, or be subject to the debts of the Company or any other entity.


 






     


     


    

 


3. Deposits
into the Escrow Account. The Placement Agent agrees that it shall deliver to the Escrow Agent for deposit in the Escrow
Account all monies received from purchasers of the Shares by noon of the next Business Day after receipt together with a
written account of each sale, which account shall set forth, among other things, (i) the purchaser’s name and
address, (ii) the number of Shares purchased by the purchaser, (iii) the amount paid therefor by the purchaser, (iv) whether
the consideration received from the purchaser was in the form of a check, draft or money order, (v) the purchaser’s
social security or tax identification number and (vi) such other information as will enable the Escrow Agent to attribute to
a particular purchaser all proceeds received by the Escrow Agent. For purposes of this Agreement, “Business Day”
shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set
forth in Section 12 is authorized or required by law or executive order to remain closed. The Escrow Agent agrees to hold all
monies so deposited in the Escrow Account (the “Escrow Amount”) in escrow in accordance with the terms hereof
until authorized to disburse such monies under the terms of this Agreement.


 


4.
Disbursements from the Escrow Account.


 


In
the event the Escrow Agent has not received in the Escrow Account gross proceeds in the minimum amount of $6,000,000 or the maximum
amount of $12,500,000, as applicable representing funds to purchase the Shares (the “Investment Amount”) prior to
the termination of the Escrow Period, or if the Placement Agent and the Company notify the Escrow Agent that the Offering has
been terminated, the Escrow Agent shall promptly refund to each purchaser the amount held in the Escrow Account for such purchaser,
without payment of interest to the purchaser, and the Escrow Agent shall notify the Company and the Placement Agent of its distribution
of the funds. The Offering Proceeds returned to each purchaser shall be free and clear of any and all claims of the Company or
any of their creditors.


 


In
the event the Escrow Agent has received the Investment Amount prior to termination of the Escrow Period, on the Closing Date (as
defined in Section 8) or as soon as practicable thereafter, the Escrow Agent shall disburse the Escrow Amount pursuant to the
provisions of Section 6, provided, however, in no event will the Escrow Amount be released to the Company until such amount
is received by the Escrow Agent in collected funds. For purposes of this Agreement, the term “collected funds” shall
mean all funds, including fed funds, received by the Escrow Agent which have cleared normal banking channels.


 


5.
Collection Procedure.


 


(a)
The Escrow Agent is hereby authorized to deposit each check in the Escrow Account.


 


(b)
In the event any check paid by a purchaser and deposited in the Escrow Account shall be returned, the Escrow Agent shall notify
the Placement Agent by telephone of such occurrence and advise it of the name of the purchaser, the amount of the check returned,
and any other pertinent information. The Escrow Agent shall then transmit the returned check directly to the purchaser and shall
transmit the statement previously delivered by the Placement Agent relating to such purchase to the Placement Agent.


 


(c)
If the Escrow Agent receives written notice from the Company or the Placement Agent, as applicable, that the Company or the Placement
Agent, as applicable, has rejected any purchase of Shares for which the Escrow Agent has already collected funds, the Escrow Agent
shall promptly issue a refund check to the rejected purchaser. If the Escrow Agent receives written notice from the Company or
the Placement Agent, as applicable, that the Company or the Placement Agent, as applicable, has rejected any purchase of Shares
for which the Escrow Agent has not yet collected funds but has submitted the purchaser’s check for collection, the Escrow
Agent shall promptly issue a check in the amount of the purchaser’s check to the rejected purchaser after the Escrow Agent
has cleared such funds. If the Escrow Agent receives written notice from the Company or the Placement Agent, as applicable, that
the Company or the Placement Agent, as applicable, has rejected any purchase of Shares for which the Escrow Agent has not yet
submitted the rejected purchaser’s check for collection, the Escrow Agent shall promptly remit the purchaser’s check
directly to the purchaser.


 


(d)
Escrow Account Statements and Information. The Escrow Agent agrees to send to the Company and/or the Placement Agent a copy of
the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing
account statements to its non-escrow clients and to also provide the Company and/or Placement Agent, or their designee, upon request
other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent
practicable. The Company and Placement Agent agree to complete and sign all forms or agreements required by the Escrow Agent for
that purpose. The Company and Placement Agent each consent to the Escrow Agent’s release of such Escrow Account information
to any of the individuals designated by Company or Placement Agent.  Further, the Company and Placement Agent have an option
to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently
approved by the Escrow Agent, the Company and Placement Agent agrees to provide a valid e-mail address and other information necessary
to set-up this service and sign all forms and agreements required for such service. The Company and Placement Agent each consent
to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s
liability for failure to comply with this section shall not exceed the cost of providing such information.


 






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6.
Delivery of Escrow Account.


In
the event that the Escrow Agent receives the Investment Amount prior to the termination of the Escrow Period as provided in Section
4, then on or prior to the Closing Date (as defined in Section 8 of this Agreement), the Placement Agent and the Company shall
provide the Escrow Agent with a statement, executed by each party, containing the following information:


 


(i)
The total number of Shares sold by the Placement Agent directly to purchasers and a list containing the name of each purchaser,
and the number of Shares purchased by such purchaser, and specification of the manner in which the Shares will be issued by the
Company; and


 


(ii)
A calculation by the Placement Agent and the Company as to the manner in which the Escrow Account should be distributed to
the Company and the Placement Agent and in the event of oversubscription or rejection of certain purchasers, the aggregate
amount to be returned to individual purchasers and a listing of the exact amount to be returned to each such purchaser. The
Escrow Agent shall hold the Escrow Account and distribute it in accordance with the above-described statement on the Closing
Date (or as soon as practicable thereafter) or such later date that it receives the above-described statement (or as soon as
practicable thereafter).


 


7.
Non-Investment of Escrow Account. The Escrow Agent shall deposit funds received from purchasers in the Escrow Account.
The Escrow Agent shall invest all funds held pursuant to this Agreement in the SunTrust Non-Interest Deposit Option. As of the
date of this Escrow Agreement, the investments in the SunTrust Non-Interest Deposit Option are insured, subject to the applicable
rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount
of $250,000, including principal and accrued interest. Deposits in the SunTrust Non-Interest Deposit Option are not secured. The
SunTrust Non-Interest Deposit Option is more fully described in materials, which have been furnished to the Company and the Placement
Agent by the Escrow Agent, and the Company and the Placement Agent acknowledge receipt of such materials from the Escrow Agent.


 


8.
Closing Date. The “Closing” shall be the date of closing of the Offering, and the “Closing Date”
shall be the date on or subsequent to the date on which the Escrow Agent has received the Investment Amount that is designated
by the Placement Agent and the Company as the Closing Date and is set forth in written notice to the Escrow Agent signed by the
Placement Agent and the Company. Anything herein to the contrary notwithstanding, the Closing Date shall not be the date on which
the Escrow Agent has received the Investment Amount unless such Investment Amount has been actually received and cleared through
normal banking channels and constitutes collected funds on or prior to 3:00 EST on such date. The Escrow Agent shall be entitled
to assume conclusively and without inquiry that the Closing Date has not occurred until it receives such written notice.


 


9.
Compensation of Escrow Agent. The Company agrees to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent
for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and
made a part hereof. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s
services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds
are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any assignment of interest
in the subject matter of this Agreement or any material modification hereof, or if any dispute or controversy arises hereunder,
or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Company
agrees to compensate the Escrow Agent for such extraordinary services and reimburse the Escrow Agent for all costs and expenses,
including reasonable attorneys’ fees and expenses, occasioned by any such event. The provisions of this section shall survive
the termination of this Agreement and any resignation or removal of the Escrow Agent.


 







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10.
Disbursement into Court. If, at any time, there shall exist any dispute between the Company, the Placement Agent and/or
the purchasers with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the
Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction,
the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations
hereunder, or if the Company and the Placement Agent have not within 30 days of the furnishing by the Escrow Agent of a notice
of resignation appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either
or both of the following actions:


 


(a)
suspend the performance of any of its obligations under this Escrow Agreement until such dispute or uncertainty shall be resolved
to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be);
provided however, that the Escrow Agent shall continue to hold the Escrow Amount in accordance with Section 7 hereof; and/or


 


(b)
petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in New York,
New York, for instructions with respect to such dispute or uncertainty, and pay into court all funds held by it in the Escrow
Account for holding and disposition in accordance with the instructions of such court. Upon such payment into court, the Escrow
Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow
Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to
such action and discharge of the Escrow Agent of its duties hereunder. The Company and the Placement Agent jointly and severally
agree to pay all costs and expenses of the Escrow Agent incurred in connection with such interpleader action or other action taken
pursuant to this Section 10.


 


The
Escrow Agent shall have no liability to the Company, the Placement Agent or any other person with respect to any such suspension
of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged
to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Account or any delay in or
with respect to any other action required or requested of the Escrow Agent. Notwithstanding the preceding, the Escrow Agent may
in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency
of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political
subdivision of any thereof, or of any foreign jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion to
comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are
cumulative of all other rights which it may have by law or otherwise.


 


11.
Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the
following provisions:


 


(a)
This Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent
hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this
Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to the Company, the Placement
Agent, the purchasers or proposed purchasers of the Shares, or any other person or entity under this Agreement. The permissive
rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as duties. In performing its duties
under this Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages,
losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction
to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent
be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited
to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form
of action. The Escrow Agent shall not be responsible or liable for the failure of the Company or the Placement Agent to perform
in accordance with this Agreement. The Escrow Agent shall have no liability with respect to the transfer or distribution of any
funds affected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with
the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings
in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action
or proceedings.


 






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(b)
No provision of this Agreement shall require the Escrow Agent to risk or advance 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 Agreement.


 


(c)
The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company, the Placement Agent or any
other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under
the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement.


 


(d)
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 Agreement and items amending the terms of this Agreement. The
Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such
notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow
Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder.


 


(e)
The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents.
The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement
and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant
to the advice of such legal counsel. The Company shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented
fees and expenses of any such legal counsel.


 


(f)
The Company represents and warrants to the Escrow Agent that there is no security interest in or lien on the Offering Proceeds
or the earnings thereon or any part of the Offering Proceeds or such earnings; no financing statement under the Uniform Commercial
Code of any jurisdiction or any comparable document is on file in any jurisdiction of the United States or any State thereof or
of any foreign jurisdiction claiming a security interest in or describing, whether specifically or generally, the Offering Proceeds
or the earnings thereon or any part of the Offering Proceeds or such earnings; and the Escrow Agent shall have no responsibility
at any time to ascertain whether or not any security interest exists in the Offering Proceeds or the earnings thereon or any part
of the Offering Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any jurisdiction
with respect to the Offering Proceeds, the earnings thereon or any part thereof.


 


(g)
The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company and
the Placement Agent. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier
than thirty (30) days after such written notice has been furnished. In such event, the Company and the Placement Agent shall promptly
appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation
is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all
funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further
duties and obligations under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the
Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of
the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow
agent hereunder.


 


(h)
Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which
all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement
without further act.


 


(i)
The Company and the Placement Agent agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent and each
of the Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against
any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and
expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which
arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking
to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to
Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified
Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement
and any resignation or removal of the Escrow Agent.


 






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(j)
The Company and the Placement Agent acknowledge that the Escrow Agent is serving as escrow agent for the limited purposes set
forth herein and represent, covenant and warrant to the Escrow Agent that no statement or representation, whether oral or in writing,
has been or will be made to any purchaser or potential purchaser of the Shares to the effect that the Escrow Agent has investigated
the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the merits of such investment
or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow agent under this Agreement.
It is further agreed that neither the Company nor the Placement Agent shall not use or permit the use of the name “SunTrust,”
“SunTrust Bank,” “SunTrust Banks, Inc.” or any variation thereof in any sales presentation, placement
or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties
of the Escrow Agent as escrow agent under this Agreement. Any breach or violation of the paragraph shall be grounds for immediate
termination of this Agreement by the Escrow Agent.


 


(k)
The Escrow Agent shall have no duty or responsibility for determining whether the Shares or the offer and sale thereof conform
to the requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended or the securities laws of any foreign jurisdiction. The Company and
the Placement Agent represent and warrant to the Escrow Agent that the Shares and the Offering will comply in all respects with
applicable Federal and state securities laws and all applicable securities laws of foreign jurisdictions and further represent
and warrant that the Company and the Placement Agent have obtained and acted upon the advice of legal counsel with respect to
such compliance with applicable Federal and state securities laws and applicable foreign jurisdiction securities laws. The Company
and the Placement Agent acknowledge that the Escrow Agent has not participated in the preparation or review of any sales or offering
material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company
and the Placement Agent jointly and severally agree to defend, indemnify and hold harmless the Indemnified Parties from and against
any and all Losses incurred by any of the Indemnified Parties which directly or indirectly arise from any violation or alleged
violation of any Federal or state securities laws or the securities laws of any applicable foreign jurisdiction; provided, however,
that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated
by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful
misconduct. The Company and the Placement Agent hereby agree that the indemnifications and protections afforded the Escrow Agent
and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal
of the Escrow Agent.


 


(l)
The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction
in which the Company or the Placement Agent may be interested and may contract and lend money to the Company and the Placement
Agent and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude
the Escrow Agent from acting in any other capacity for the Company or the Placement Agent. 


 


12.
Notices. It if further agreed as follows:


 


(a)
All notices given hereunder will be in writing, served by registered or certified mail, return receipt requested, postage prepaid,
or by hand-delivery, to the parties at the following addresses:


 


To
the Company:


 


Hitek
Global Inc.


Unit
304, No. 30 Guanri Road, Siming District


Xiamen
City, Fujian Province


People’s
Republic of China


Attn:
Xiaoyang Huang


Email:
huangxy@xmhitek.com


 


With
a copy to:


 


Hunter
Taubman Fischer & Li, LLC


1450
Broadway, 26th Floor

New York, NY 10018


Attn:
Joan Wu, Esq


Phone:
(212) 530-2208


Email:
jwu@htflawyers.com


 






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To
the Placement Agent:


 


Newbridge
Securities Corporation

5220 Town Center Circle


Tower
1, Suite 306


Boca
Raton, Florida 33486


Attn:
Bruce Jordan


Phone:
(561) 409-0273


Email:
bjordan@newbridgesecurities.com


 


With
copy to:


 


Haneberg
Hurlbert PLC


1111
East Main Street


Suite
2010


Richmond,
VA 23219


Attn:
Bradley A. Haneberg, Esq.


Phone:
(804) 554-4802


Email:
brad@hbhblaw.com


 


to
the Escrow Agent:


 


SunTrust
Bank


Attn:
Escrow Services


919
East Main Street, 7th Floor


Richmond,
Virginia 23219


Client
Manager: Matthew Ward, Vice President


Phone:
804-782-7182


Email:
Matthew.Ward@Suntrust.com


 


Any
party hereto may unilaterally designate a different address by giving notice of each change in the manner specified above to each
other party hereto. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall not be deemed to have received
any notice, request, report or other communication hereunder prior to the Escrow Agent’s actual receipt thereof.


 


13.
Miscellaneous.


 


(a)
This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors
and permitted assigns; provided, however, that except as provided in Section 11(i) neither this Agreement nor any rights or obligations
hereunder may be assigned by any party hereto without the express written consent of the other party hereto.


 


(b)
If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid, illegal or
unenforceable, then the remainder of this Agreement and the application thereof will nevertheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner
materially adverse to any party hereto. Upon such determination that any provision is invalid, illegal or unenforceable, the parties
hereto agree to replace such provision with a valid, legal and enforceable provision that will achieve, to the maximum extent
legally permissible, the economic, business and other purposes of such provision.


 


(c)
This Agreement shall be construed and governed by the applicable laws of the Commonwealth of Virginia.


 


(d)
This Agreement may not be modified except in writing signed by the parties hereto.


 


(e)
All demands, notices, approvals, consents, requests and other communications hereunder shall be given in the manner provided in
this Agreement.


 


(f)
This Agreement may be executed in one or more counterparts, and if executed in more than one counterpart, the executed counterparts
shall together constitute a single instrument.


 






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(g)
This Agreement shall terminate and the Escrow Agent shall be discharged of all responsibilities hereunder at such time as the
Escrow Agent shall have disbursed all Offering Proceeds and any earnings thereon in accordance with the provisions of this Agreement;
provided, however, that the provisions of Sections 9, 10 and 11 hereof shall survive any termination of this Agreement and any
resignation or removal of the Escrow Agent.


 


(h)
Contemporaneously with the execution and delivery of this Agreement and, if necessary, from time to time thereafter, the Company
and the Placement Agent shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of
Exhibit A hereto (a “Certificate of Incumbency”) for the purpose of establishing the identity and authority of persons
entitled to issue notices, instructions or directions to the Escrow Agent on behalf of the Company and the Placement Agent. Until
such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore
delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent
Certificate of Incumbency furnished to the Escrow Agent.


 


(i)
This Agreement constitutes the entire agreement between the Escrow Agent, the Company and the Placement Agent in connection with
the subject matter of this Agreement, and no other agreement entered into by the Company or the Placement Agent related to the
subject matter of this Agreement, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding
that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof.


 


[Hitek
Global, Inc. Escrow Agreement Execution Page Follows]


 




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[Hitek
Global, Inc. Escrow Agreement Execution Page]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names, all as of the date first
above written. 


 


	 	NEWBRIDGE SECURITIES CORPORATION
	 	 
	 	By: 	
	 	Name: 	Bruce Jordan
	 	Title:	 Managing Director, Investment Banking
	 	 
	 	HITEK GLOBAL, INC.
	 	 
	 	By: 	 
	 	Name:	 Xiaoyang Huang
	 	Title: 	Chief Executive Officer
	 	 
	 	SUNTRUST BANK
	 	 
	 	By: 	 
	 	Name: 	Matt Ward
	 	Title: 	Vice President, Escrow Services







 




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EXHIBIT
A


 


Certificate
of Incumbency 


(List
of Authorized Representatives) 


  
 


Client Name:  



 


As
an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for
such entity, and that the title and signature appearing beside each name is true and correct.


 


	Name

	 	Title

	 	Signature

	 	Contact Number


	 	 	 	 	 	 	(
         )    


 


IN
WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:


 


	 	.
	Date	 


 


	By:	 	 
	Name (print):	 	 
	Its:	 	 




 




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EXHIBIT
B


 


Schedule
of Fees & Expenses


 


SunTrust
Bank, as Escrow Agent 


 


Acceptance/Legal
Review Fee: $600.00 – one time only payable at the time of signing the Escrow Agreement 


 


(Fee
is waived if no legal review is needed) 


 


The
Legal Review Fee includes review of all related documents and accepting the appointment of Escrow Agent on behalf of SunTrust
Bank. The fee also includes setting up the required account(s) and accounting records, document filing, and coordinating the receipt
of funds/assets for deposit to the Escrow Account. This is a one-time fee payable upon execution of the Escrow Agreement. As
soon as SunTrust Bank’s attorney begins to review the Escrow Agreement, the legal review fee is subject to payment regardless
if the Parties decide to appoint a different escrow agent or a decision is made that the Escrow Agreement is not needed. 


 


 Administration Fee: $3,500 – payable at the time of signing the Escrow Agreement and on the anniversary date thereafter, if applicable




  


The
Administration Fee includes providing routine and standard services of an Escrow Agent. The fee includes administering the escrow
account, performing investment transactions, processing cash transactions (including wires and check processing), disbursing funds
in accordance with the Agreement (note any pricing considerations below), and providing trust account statements to the Parties
for a twelve (12) month period. If the account remains open beyond the twelve (12) month term, the Parties will be invoiced each
year on the anniversary date of the execution of the Escrow Agreement. Extraordinary expenses, including legal counsel fees, will
be billed as out-of-pocket. The Administration Fee is due upon execution of the Escrow Agreement. The fees shall be deemed earned
in full upon receipt by the Escrow Agent, and no portion shall be refundable for any reason, including without limitation, termination
of the agreement.


 


Out-of-Pocket
Expenses: At Cost


 


Out-of-pocket
expenses such as, but not limited to, postage, courier, overnight mail, wire transfer, travel, legal (out-of-pocket to counsel)
or accounting, will be billed at cost.


 


Note:
This fee schedule is based on the assumption that the escrowed funds will be invested in one of the SunTrust Deposit Options.
If any other investment options are chosen, this fee schedule will become subject to change.


 


 


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