Exhibit 10.6


 


SECURITIES ESCROW AGREEMENT


 


This Securities Escrow Agreement,
dated as of December 19, 2022 (“Agreement”), by and among AlphaVest Acquisition Corp, a Cayman Islands exempted
company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial
Shareholder” and collectively the “Initial Shareholders) and Continental Stock Transfer & Trust
Company, a New York corporation (the “Escrow Agent”).


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated as of December 19, 2022 (“Underwriting Agreement”), with EarlyBirdCapital,
Inc. (“EBC”), acting as the representative of the underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 6,000,000 units (“Units”) of
the Company, plus an additional 900,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of
one ordinary share of the Company, $0.0001 par value (“Ordinary Shares”), and one right, with each right entitling
the holder to receive one-tenth of an Ordinary Share, all as more fully described in the Company’s final Prospectus, dated December
19, 2022 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No.
333-268188) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on December
19, 2022 (“Effective Date”).


 


WHEREAS, the Initial
Shareholders have agreed as a condition of the sale of the Units to deposit their founder shares (as defined in the Prospectus), as set
forth opposite their respective names in Exhibit A attached hereto (“Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company
and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such
terms.


 


2. Deposit of Escrow
Shares. On or prior to the date hereof, the Initial Shareholders delivered to the Escrow Agent certificates representing such Initial
Shareholders’ respective Escrow Shares, together with applicable stock powers, to be held and disbursed subject to the terms and
conditions of this Agreement. Each of the Initial Shareholders acknowledges that the certificate representing such Initial Shareholder’s
Escrow Shares are legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3. Disbursement
of the Escrow Shares.


 


3.1 The Escrow
Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof until six months
after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter
a “Business Combination”). The Company shall promptly provide written notice of the consummation of a Business Combination
to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s
Escrow Shares (and any applicable stock power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by
the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow
Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within the six months
after the Company consummates a Business Combination, the Company (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of
such entity having the right to exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon
receipt of a written notice executed by the Chair of the Board, Chief Executive Officer or other authorized officer of the Company, in
a form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been
achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder
after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


 




    	 



    	 



    

 


3.2 Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 900,000 Units of the Company in
full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the
Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by each such holder determined
by multiplying (a) the product of (i) 900,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares
held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator
of which is 900,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 900,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration
or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection
with their exercise thereof.


 


4. Rights of
Initial Shareholders in Escrow Shares.


 


4.1 Voting Rights
as a Shareholder. Subject to the terms of the Insider Letter described in Section 4.4
hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during
the Escrow Period, including, without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the
Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in shares or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term
“Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Company’s
Initial Shareholders, or any affiliate of the Company’s Initial Shareholders; (ii) in the case of an individual, by gift to a member
of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by
private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which
the securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the memorandum and articles of association
of the Company’s sponsor upon dissolution of the sponsor; (vii) in the event of the Company’s liquidation prior to the completion
of a Business Combination; (viii) to the Company for no value for cancellation in connection with the consummation of a Business Combination;
or (ix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent
to the Company’s completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions
and the other restrictions contained in the Insider Letter (as defined below).


 




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4.4 Insider
Letter. Each of the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on Exhibit A
hereto, and the form of which is filed as an exhibit to the Registration Statement (the “Insider Letter”), respecting
the rights and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the Company.


 


5. Concerning
the Escrow Agent.


 


5.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees
and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which
in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow
Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding,
the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its
sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of
the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending
receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges.


 


5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. If no new
escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate.


 




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5.6 Discharge of
Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence
or its own willful misconduct.


 


5.8 Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6. Miscellaneous.


 


6.1 Governing Law.
This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.


 


6.2 Third Party Beneficiaries.
The Initial Shareholders hereby acknowledge that EBC is a third party beneficiary of this Agreement and this Agreement may not be modified
or changed without the prior written consent of EBC.


 


6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.


 


6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns.


 


6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given
when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


AlphaVest Acquisition Corp


420 Lexington
Ave, Suite 2446


New York, NY 10170


Attn: Yong (David) Yan, Chief Executive Officer


If to a Shareholder, to the address set forth
in Exhibit A.


 




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and if to the Escrow Agent, to:


Continental Stock Transfer &
Trust Company 1 State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


A copy (which copy shall not constitute
notice) sent hereunder shall be sent to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue


New York, New York 10017


Attn: General
Counsel


 


and:


 


Winston & Strawn LLP


800 Capitol
St., Suite 2400


Houston Texas 77002


Attn: Michael J. Blankenship


Email: mblankenship@winston.com


 


and:


 


Graubard
Miller


405 Lexington Avenue


44th Floor


New York, New York 10174


Attn: David A. Miller and Jeffrey M. Gallant


Email: DMiller@graubard.com,
JGallant@graubard.com


 


The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.


 


6.7 Liquidation of
the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature Page Follows]


 




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WITNESS the execution of this Agreement as
of the date first above written.


 


	COMPANY:	 
	 	 	 
	ALPHAVEST ACQUISITION CORP  	 
	 	 	 
	By:	/s/ Yong (David) Yan	 
	Name:	Yong (David) Yan	 
	Title: 	Chief Executive Officer	 
	 	 	 
	INITIAL SHAREHOLDER:	 
	 	 	 
	AlphaVest Holding LP 	 
	 	 	 
	By:	/s/ Dahe Zhang 	 
	Name:	Dahe Zhang	 
	Title: 	Manager  	 
	 	 	 
	By:	/s/ Pengfei Zheng 	 
	Name:	Pengfei
    Zheng	 
	 	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY  	 
	 	 	 
	By:	/s/ Erika Young 	 
	Name:	Erika Young	 
	Title:	Vice President  	 


 


[Signature Page to Share Escrow Agreement]


 




    	 



    	 



    

 


EXHIBIT A


 


	Name and Address of Initial Shareholder[1]	 	Number of Shares	 	 	Date of Insider Letter
	AlphaVest Holding LP	 	 	1,725,000	 	 	December 19, 2022



 


[1]The address
of each of the individuals is c/o, AlphaVest Acquisition Corp, 420 Lexington Ave, Suite 2446, New York, NY 10170.