Exhibit 10.3


FORM OF


ESCROW AGREEMENT


 


 


This Escrow Agreement dated
this ____________, 2021 ("Escrow Agreement"), is entered into by the persons signing this agreement (the "Investors")
and Hart & Hart, LLC, Escrow Agent (“H&H”), collectively referred to herein as the “Parties” and
each a “Party”), pertaining to Fourth Wave Energy, Inc. (the “Company”).


 


1. ESTABLISHMENT
OF ESCROW


 


Each Investor agrees to deposit
with the Escrow Agent the amount (the "Escrow Amounts") shown opposite such Investor's name on Exhibit A. If the Company signs
the definitive merger agreement with Edgemode, Inc. by December 31, 2021 the Escrow Amounts will be delivered to the Company. Following
delivery of the Escrow Amounts to the Company, the Company will deliver to each Investor a Convertible Promissory Note in the form of
Exhibit B and a warrant in the form of Exhibit C. For each $10.00 deposited by an Investor the warrant to be delivered to the Investor
will entitle the Investor to purchase five shares of the Company's common stock at a price of $0.50 per share.


 


If the Company does not sign
the definitive merger agreement with Edgemode, Inc. by December 31, 2021 the Escrow Amounts will be returned to the Investors without
interest or deduction.


 


2. DUTIES OF ESCROW AGENT


 


(a)       Escrow
Agent shall not be under any duty to give the Escrow Amounts held by it hereunder any greater degree of care than it gives its own similar
property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder
shall not earn or accrue interest.


 


(b)        Escrow
Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such
gross negligence or willful misconduct that are successfully asserted against Escrow Agent, the other parties hereto shall jointly and
severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities,
claims, actions, damages and expenses, including reasonable attorney’s fees.


 


(c)        Escrow
Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any
action taken or omitted by it in good faith in accordance with such advice.


 


(d)        Escrow
Agent does not have any interest in the Escrow Amounts but is serving as escrow holder. Escrow Agent represents the Company in numerous
matters which Investors acknowledge.


 


(e)        Escrow
Agent makes no representation as to the validity, value, genuineness or the collectability of any document or instrument held by or delivered
to it.


 


(f)       Escrow
Agent may at any time resign as such by delivering the Escrow Amounts to any successor Escrow Agent jointly designated by the other parties
hereto in writing, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further
obligations arising in connection with this Agreement. The resignation of Escrow Agent will take effect on the earlier of (a) the appointment
of a successor (including a court of competent jurisdiction) or (b) the day which is 30 days after the date of delivery of its written
notice of resignation to the other parties hereto. If at that time Escrow Agent has not received a designation of a successor Escrow Agent,
Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Amounts until receipt of a designation
of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a
court of competent jurisdiction.


 


 






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(g)       In
the event of any disagreement between any of the parties hereto resulting in adverse claims or demands being made in connection with the
Escrow Amounts or in the event that Escrow Agent is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled
to retain the Escrow Amounts until Escrow Agent shall have received (i) a final non-appealable order of a court of competent jurisdiction
directing delivery of the Escrow Amounts or (ii) a written agreement executed by the affected parties hereto directing delivery of the
Escrow Amounts, in which event Escrow Agent shall disburse the Escrow Amounts in accordance with such order or agreement. Any court order
shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that the order
is final and non-appealable. Escrow Agent shall act on such court order and the legal opinion without further question.


 


(h)       The
Investors and the Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees incurred in connection
with the performance of its duties and responsibilities hereunder.


 


3. LIMITED
RESPONSIBILITY 


 


This Agreement expressly sets
forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read
into this agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto
except this Agreement.


 


4. OWNERSHIP
FOR TAX PURPOSES


 


Each of the parties agrees
that for purposes of federal and other taxes based on income Investors will report all income, if any, that is earned on, or derived from,
the Escrow Amounts as their income, in such proportions, in the taxable year or years in which such income is properly includible and
pay any taxes attributable thereto.


 


5. NOTICES


 


Any notice, request, instruction
or other document to be given hereunder by any party hereto to any other party shall be sufficiently given if delivered in person or sent
by email or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:


 


If to the Investors:


 


As shown on Exhibit A


 


If to Escrow Agent:


 


William T. Hart


Hart & Hart, LC


1624 Washington St.


Denver, CO 80203


Email: harttrinen@aol.com


 


6. JURISDICTION;
SERVICE OF PROCESS


 


Any action or proceeding seeking
to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts
of the State of Colorado, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Colorado,
and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding
and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served
on any party anywhere in the world.


 


7. COUNTERPARTS


 


This Agreement may be executed
in one or more counterparts, each of which will be deemed to be original and all of which, when taken together, will be deemed to constitute
one and the same.


 


8. SECTION HEADINGS


 


The headings of sections in
this Agreement are provided for convenience only and will not affect its construction or interpretation.


 


 






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9. WAIVER


 


The rights and remedies of
the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right,
power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power,
or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of
such right, power, or privilege or the exercise of any other right, power, or privilege.


 


10. EXCLUSIVE AGREEMENT AND MODIFICATION


 


This Agreement supersedes
all prior agreements among the parties with respect to its subject matter and constitutes (along with the documents referred to in this
Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement executed by the Seller, Purchaser and the Escrow Agent.


 


11. GOVERNING
LAW


 


This Agreement shall be governed
by the laws of the State of Colorado, without regard to conflicts of law principles.


 


IN WITNESS WHEREOF, the parties
have executed and delivered this Agreement as of the date first written above.


 





	 	ESCROW AGENT:


HART & HART, LLC


 


 


By: _______________________________________


Name: William T. Hart


 


INVESTORS:


 


 


By:_______________________________________


Name:


 





 


 





 


 


 


 



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EXHIBIT A


 


	 	 	Investor
	 	Amount	Address,
	 	Deposited	Phone
	Name of Investor	by Investor	and Email
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


 


 


 


 






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