Exhibit 4.6


DIVIDEND
PAYMENT ESCROW AGREEMENT


 


THIS DIVIDEND
PAYMENT ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this [·]
day of [·], 2020, by and between
Truist Bank, a North Carolina banking corporation (the “Escrow Agent”) and Modular Medical, Inc. (“Company”).


 


WHEREAS, Company
desires for the Escrow Agent to open an account (the “Escrow Account”) into which funds will be deposited to
be held, disbursed and invested by the Escrow Agent in accordance with this Escrow Agreement.


 


NOW, THEREFORE,
in consideration of the premises herein, the parties hereto agree as follows:


 


		I.	Terms and Conditions






1.1.     Company
hereby appoints the Escrow Agent as its escrow agent and the Escrow Agent hereby accepts its duties as provided herein. The initial
escrow deposit will be US$[ ] (the “Escrow Amount”).


 


1.2     Company
shall from time to time remit, or cause to be remitted, funds to the Escrow Agent, using the wire instructions set forth below,
to be held by the Escrow Agent and disbursed and invested as provided in this Escrow Agreement.


 


Truist
Bank


ABA:
061000104


Account:
9443001321


Account Name: Escrow Services


Reference:
[To be provided by Truist]


Attention:
[·]


 


1.3.    Within
two Business Days (except as provided below) of receipt of written instructions signed by an authorized representative of Company
(a list of whom are provided in Exhibit A, the “Authorized Representatives”) (“Instructions”),
the Escrow Agent shall disburse funds held in the Escrow Account as provided in such Instructions and this Section 1.3,
but only to the extent that funds are collected and available. The Instructions shall include the amount to be disbursed and shall
identify the party to whom the disbursement shall be made. Disbursements shall be made in accordance with the payment instructions
set forth in such Instructions and will be made on the same Business Day as the Escrow Agent receives such Instructions, or the
next Business Day if such Instructions are received after 3:00 p.m. Eastern Time. For purposes of this Escrow 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 4.4 is authorized or required by law or executive order to remain closed.


 


		II.	Provisions as to the Escrow
Agent






2.1.
   This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters
pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. In
performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall
have no liability except for 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 have no liability with respect to the transfer or distribution of
any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance
with the provisions of this Escrow Agreement. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow
Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary wire transfer procedures
in effect from time to time. No provision of this Escrow 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 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.



    	 



    	 



    



2.2.    Company
acknowledges and agrees that the Escrow Agent acts hereunder as a depository 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, or of any person executing or depositing such subject matter.


 


2.3.    This
Escrow Agreement constitutes the entire agreement between the Escrow Agent and Company in connection with the subject matter of
this Escrow Agreement, and no other agreement entered into between Company and any third party, 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.


 


2.4.     The
Escrow Agent shall be protected in acting upon any written instruction, notice, request or instrument 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.


 


2.5.     The
Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions
hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the
advice of such counsel.


 


2.6.    In
the event of any disagreement between Company and any other party, resulting in adverse claims or demands being made in connection
with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent, in good faith, be in doubt as to what
action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse
to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow
Agent shall not be or become liable in any way or to any party for its failure or refusal to act, and the Escrow Agent shall be
entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated
by a court of competent jurisdiction, or (ii) Company delivers to the Escrow Agent written instructions with respect to the resolution
of such disagreement. 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 an 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 thereof, 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.



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In
the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described
above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds
and property held under this Escrow Agreement, and the Escrow Agent shall have the right to take such other legal action as may
be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, Company agrees that the Escrow Agent
shall be discharged from all further duties under this Escrow Agreement.


 


2.7.    Company
agrees to defend, indemnify 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 made by
any party or any other person or entity, 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 Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s
undertaking to serve as the 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 Escrow Agreement and any resignation or removal of the Escrow Agent.


 


2.8.    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 Escrow Agreement
without further act.


 


2.9.    The
Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to Company. 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. Company 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 Escrow Agreement. The Escrow
Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.


 


		III.	Compensation of the Escrow
Agent






3.1.    Company
shall pay the fees for the services provided by the Escrow Agent hereunder in accordance with invoices, consistent with the fees
set forth on Exhibit B, delivered to Company by Acquiom Clearinghouse LLC (“Acquiom”).


 


		IV.	Miscellaneous



 


4.1.    The
Escrow Agent shall invest all funds held pursuant to this Escrow Agreement in accordance with Exhibit C. Instructions to
make any other investment must be in writing and signed by Company. Company recognizes and agrees that the Escrow Agent will not
provide supervision, recommendations or advice relating to the investment of moneys held hereunder or the purchase, sale, retention
or other disposition of any investment, and the Escrow Agent shall not be liable to Company or any other person or entity for
any loss incurred in connection with any such investment. The Escrow Agent is hereby authorized to execute purchases and sales
of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The
Escrow Agent, Acquiom and/or any of their affiliates may receive compensation with respect to any investment directed hereunder
including without limitation charging any applicable agency fee in connection with each transaction. The Escrow Agent is authorized
and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this
Escrow Agreement.



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4.2.    The
Escrow Agent shall provide monthly reports of transactions and holdings to Company as of the end of each month, at the address
provided by Company.


 


4.3.    Company
agrees that, subject to the terms and conditions of this Escrow Agreement, the owner of the funds held in the Escrow Fund is Company
and all interest and income from the investment of the funds shall be reported as having been earned by Company as of the end
of the calendar year in which it was earned, whether or not such income was disbursed during such calendar year, to the extent
required by the United States Internal Revenue Service (“IRS”). On or before the execution and delivery of
this Escrow Agreement, Company shall provide to the Escrow Agent a correct, duly completed, dated and executed current IRS Form
W-9 or Form W-8, whichever is appropriate or any successor forms thereto, in a form and substance satisfactory to the Escrow Agent
including appropriate supporting documentation and/or any other form, document, and/or certificate required or reasonably requested
by the Escrow Agent to validate the form provided. Notwithstanding anything to the contrary herein provided, except for the delivery
and filing of tax information reporting forms required pursuant to the Internal Revenue Code of 1986, as amended, to be delivered
and filed with the IRS by the Escrow Agent, as escrow agent hereunder, the Escrow Agent shall have no duty to prepare or file
any Federal or state tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned
thereon. Company agrees to 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 funds held under this
Escrow Agreement or any earnings or interest thereon unless such tax, late payment, interest, penalty or other cost or expense
was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence or willful misconduct
of the Escrow Agent. The indemnification provided in this section is in addition to the indemnification provided to the Escrow
Agent elsewhere in this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination
of this Escrow Agreement.


 


4.4.    Any
notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing
and shall be deemed to have been given when delivered (i) personally, (ii) by facsimile transmission with written confirmation
of receipt, (iii) by electronic mail to the e-mail address given below, and written confirmation of receipt is obtained promptly
after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v)
by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the
appropriate address set forth below or at such other address as any party hereto may have furnished to the other party hereto
in writing:


 


If
to the Escrow Agent:


 


Truist
Bank


Attn:
Escrow Services


919
East Main Street, 5th Floor


Richmond,
Virginia 23219


Client
Manager: [·]


Telephone:
(804) 782-[·]


Facsimile:
(804) 225-7141


Email:
[·]@suntrust.com



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


 


Acquiom Clearinghouse LLC


950 17th Street,
Suite 1400


Denver, CO 80202


Attention: [·]


Telephone: [·]; (303)
222-2080


Facsimile: (720) 554-7828


Email:
[·]@srsacquiom.com, cc: paymentsadministration@srsacquiom.com


 


If
to Company:


 


Modular
Medical, Inc.


16772
West Bernardo Drive


San
Diego, CA 92127


Attention:
Authorized Officer


Telephone:
(760) 392-1342


Facsimile:
[·]


Email:
[·]


 


Any
party may unilaterally designate a different address by giving notice of each change in the manner specified above to each other
party.


 


4.5.    This
Escrow Agreement is intended to be construed according to the laws of the Commonwealth of Virginia. Except as permitted in Section
2.8, neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the
express written consent of the other party hereto. This Escrow Agreement shall inure to and be binding upon the parties hereto
and their respective successors, heirs and permitted assigns.


 


4.6.    The
terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the
parties hereto.


 


4.7.    If
any provision of this Escrow Agreement shall be held or deemed to be or shall in fact, be illegal, inoperative or unenforceable,
the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable
to any extent whatsoever.


 


4.8.    This
Escrow Agreement is for the sole benefit of the Indemnified Parties, Company and the Escrow Agent, and their respective successors
and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement; provided,
that Acquiom shall be a third party beneficiary entitled to enforce the terms of this Escrow Agreement, including without limitation
with respect to the fees payable to Acquiom under Section 3.1.


 


4.9.    No
party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its
obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical
outages, equipment or transmission failure, or other causes reasonably beyond its control.



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4.10.   This
Escrow Agreement shall terminate upon the distribution of all funds and property held under this Escrow Agreement or upon the
earlier written instructions of Company.


 


4.11.   All
titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise
affect the interpretation of any of the provisions hereof.


 


4.12.   This
Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.


 


4.13.   Contemporaneously with the execution and delivery of this Escrow Agreement and, if necessary, from time to time thereafter, Company
shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibit A (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 each such party. 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. Whenever
this Escrow Agreement provides for written notices or written instructions to be delivered to the Escrow Agent, the Escrow Agent
shall be fully protected in relying, without further inquiry, on any written notice, instructions or action executed by persons
named in such Certificate of Incumbency.


 


IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:


 


To
help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify and record information that identifies each person who opens an account. When a party opens an account, the
Escrow Agent will ask for each party’s name, address, date of birth, or other appropriate information that will allow the
Escrow Agent to identify such party. The Escrow Agent may also ask to see each party’s driver’s license or other identifying
documents.



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IN
WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed as of the date first above written.


 








	 	Truist Bank, as the Escrow Agent
	 	 	 
	 	By:	                                  
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MODULAR
    MEDICAL, INC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	Authorized
    Officer











    	 



    	 



    




EXHIBIT A


Certificate
of Incumbency


(List of Authorized
Representatives)


 





Client Name: MODULAR MEDICAL,
INC.


 


	Name	Title	Signature	Contact
    Number
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 


 








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











	 	 	 
	 	 	 
	Date	 
	 	 	 
	By:	 	 
	Its:	Authorized Officer	 







 




    	 



    	 



    



Exhibit
B


 


Fee Schedule



    	 



    	 



    




EXHIBIT
C


 


Company authorizes and directs the
Escrow Agent to invest all deposits pursuant to this Escrow Agreement as follows:


Escrow Fund:


Check one:


	o  SunTrust
    Non-Interest Deposit Option 
	o  SunTrust
    Institutional Deposit Option





[Additional escrows, if
applicable:


Check one:


	o  SunTrust
    Non-Interest Deposit Option 
	o  SunTrust
    Institutional Deposit Option]





The investments in the SunTrust Institutional
Deposit Option and 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, and are not secured. The SunTrust Institutional Deposit Option and SunTrust Non-Interest Deposit
Option are more fully described in materials which have been furnished to Company, and Company acknowledges receipt of such materials.
By electing the investment election above, Company hereby authorizes
the Escrow Agent to enter into any required documentation, on their behalf, to effect such investment election, consistent with
the materials furnished to Company. Any investment earnings and income on funds held in the SunTrust Institutional Deposit
Option shall become part of the account and shall be disbursed in accordance with this Escrow Agreement.





 


	[COMPANY]	 
	 	 	 
	By: 	 	 
	Name:	 	 
	Title: