Exhibit 10.10


 


[●], 2021





 


ESCROW AGREEMENT


 


This Escrow Agreement dated this [●] day of [●] (the “Escrow Agreement”), is entered into
by and among Meihua International Medical Technologies Co., Ltd., a company organized under the laws of the Cayman Islands (the
“Company” or “Meihua”), having an address at 88 Tongda Road, Touqiao Town Guangling District, Yangzhou,
China 225000, Prime Number Capital LLC, having an address at 14 Myrtle Drive Great Neck, New York 11021, Shengang Securities
Company Limited, having an address at Floor 16/22/23, Chamtime International Finance Center, 1589 Century Avenue, Pudong, Shanghai,
200122 (each a “Underwriter” and collectively, the “Underwriters”) and together with the Company,
each a “Party” and collectively, the “Parties”), and Wilmington Trust, National Association,
as escrow agent (“Escrow Agent”).


 


RECITALS


 


WHEREAS, the Company proposes to sell an
aggregate of [●] ordinary shares (the “Firm Shares”), par value $0.0005 per share (“Ordinary Shares”)
in a public offering (the “Offering”). The Company has also granted to the Underwriters an option to purchase up to
[●] additional Ordinary Shares (the “Additional Shares”); and


 


WHEREAS, upon the closing of the Offering,
the Company has agreed to deposit an aggregate amount of Five Hundred Thousand Dollars ($500,000) from the proceeds of the Offering to
be received by the Company with the Escrow Agent in an interest bearing escrow account, to be held, invested and disbursed by the Escrow
Agent pursuant to the terms and conditions of the Escrow Agreement.


 


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


 


1.1. Receipt of Escrow Property.


 


(a) Upon the Closing of the
Offering, the Company shall cause to be deposited $500,000 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: [●]


 


(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.


 






    


     


    

 


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 in
such investments (i) as shall from time to time be selected by the Company and (ii) be investments the Escrow Agent is able to hold. In
the absence of written investment instructions from the Company, 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 Company shall be responsible for the
payment of such interest and 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
Escrow 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) The Escrowed Property
shall be held by the Escrow Agent for the purpose of satisfying the initial $500,000 of the indemnification obligations of the Company,
with respect to the Escrow Property, pursuant to Section 3(p) of the Underwriting Agreement dated [●], 2021 by and between the Company
and the Underwriters, for a period of 24 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim
of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall
have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Underwriters.
If the Company and the Underwriters are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the
Underwriters, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected
by the American Arbitration Association’s New York office.


 


(b) In the event that any
litigation or proceeding arising out of any matter in connection with the Offering and the Underwriters acting in its capacity as underwriters
(which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 24 months following
the Closing Date and in which the Company, the Underwriters, or the Escrow Property becomes the subject of such litigation or proceeding,
the Underwriters and the Company hereby authorize the Escrow Agent, at the Underwriters’ sole instruction upon Underwriters’
written no tice to the Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court
in which the litigation is pending for the purpose of indemnifying and defending the Underwriters in such litigation and proceeding, and
thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined
by any such court. The Company and the Underwriters further hereby authorize the Escrow Agent, if it receives conflicting claims to any
of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent
determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested
parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow
Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent
determined by such court.


 


(c) In all instances, if either
(i) no claim for indemnity is made by the Underwriters during the 24-month period from the closing of the Offering or (ii) it is finally
determined that the Underwriters are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property
by the conclusion of the 24-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance
of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company.


 




    


     


    

 


(d) 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.


 


(e) 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.


 


(f) 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 Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Underwriters, any individual designated
by Underwriters 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.


 


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


 


(h) 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.


 


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:


 


(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.


 




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(b) Company may, at any time,
update Exhibit B-1 and Underwriters 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.


 


(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.


 




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(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 [Purchaser/Seller] 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 [Purchaser/Seller], 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.


 


(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 on _______, 20__, at which time the Escrow Agent is authorized and directed to disburse the Escrow Property in accordance
with Section 1.3 (Disbursements) 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.


 






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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.


 


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 reasonable and documented 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,
reasonable and documented 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 terms of this paragraph
shall survive termination of this Escrow Agreement.


 




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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.


 


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 the effectiveness
of such resignation, 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 Company and,
to (a) return the Escrow Property to 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. 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. 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.


 


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


 


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 each of the parties involved
in such disagreement or dispute, 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.


 




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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.


 


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, (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.


 




    7


     


    

 


If to Company:


 


Meihua International Medical
Technologies Co., Ltd. 


88 Tongda Road, Touqiao Town


Guangling District, Yangzhou


Jiangsu Province, China 225000


Attention: [●]


Telephone: [●]


Facsimile: [●]


Email address: [●]


 


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


 


The Crone Law Group P.C.


500 Fifth Ave, Suite 938


New York, NY 10110


Attn: Mark E. Crone, Esq.; Joe Laxague, Esq.


Email: mcrone@cronelawgroup.com; jlaxague@cronelawgroup.com


Phone No.: 860-202-6845


 


If to Underwriters:


 


Prime Number Capital LLC



14 Myrtle Drive


Great Neck, NY 11021Attention:
[●]


Telephone: 212-590-2303


Facsimile: [●]


Email address: [●]


 


Shengang Securities Company Limited


Floor 16/22/23, Chamtime International Finance
Center


1589 Century Avenue


Pudong, Shanghai, 200122


Attention: [●]


Telephone: [●]


Facsimile: [●]


Email address: [●]


 


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


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attn: Arila Zhou, Esq. 


Email: azhou@htflawyers.com


Phone No.: 212-530-2232


 


If to the Escrow Agent:


 


Wilmington Trust, National Association


Corporate Client Services


99 Wood Street South, 10th Floor


Iselin, NJ 08830 


Attn: [●]


Phone: [●]


Email address: [●]


 






    8


     


    

 


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 Underwriting Agreement,
as with respect to the rights of the Company and Underwriters, the terms of the Underwriting Agreement shall control and prevail;
provided, in no event shall the Escrow Agent be bound by the terms of the Underwriting 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.


 


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.]


 




    9


     


    

 


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


 


	 	Meihua International Medical Technologies Co., Ltd.
	 	 	 
	 	By:	     
	 	Name: 	Yulin Wang
	 	Title:	Chief Executive Officer and Director
	 	 	 
	 	PRIME NUMBER CAPITAL LLC
	 	 	 
	 	By:	 
	 	Name: 	[●]
	 	Title:	[●]
	 	 	 
	 	SHENGANG SECURITIES COMPANY LIMITED
	 	 	 
	 	By:	 
	 	Name: 	[●]
	 	Title:	[●]
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent
	 	 	 
	 	By:	 
	 	Name: 	[●]
	 	Title:	[●]


 






    10


     


    

 





 


EXHIBIT A


Form of Written Direction


 


[Form to be provided by Company/Underwriters, provided that any
alternative form contain substantially all information in the table below]


 


Example for reference purposes only:


 


[date]


Wilmington Trust, National Association


[Corporate Client Services


1100 N. Market Street


Wilmington, DE 19890]


Attention: [name]


 


Re: Escrow Account No.: [##], [escrow account
name]


 


Ladies and Gentlemen:


 


Reference is made to the Escrow
Agreement, dated as of _______, 20__ entered into by and among Meihua International Medical Technologies Co., Ltd. (“Company”),
Prime Number Capital LLC, Shengang Securities Company Limited (“Underwriters”) and WILMINGTON TRUST, NATIONAL ASSOCIATION,
a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms defined in the Escrow Agreement
shall have the same meanings when used herein. This letter is a [__] Written Direction referred to in Section [___] of the Escrow Agreement.


 


[________] and [_________]
hereby jointly instruct the Escrow Agent to release the funds in the Escrow Account in the amounts, and to the account(s), as follows:


 


	Amount:	 
	Beneficiary Bank Name:	 
	
    Beneficiary Bank Address

    Line 1:
	 
	
    Beneficiary Bank Address

    Line 2:
	 
	
    Beneficiary Bank Address

    Line 3:
	 
	ABA#:	 
	SWIFT#:	 
	Beneficiary Account Title:	 
	Beneficiary Account No./IBAN:	 
	
    Beneficiary Address

    Line 1:
	 
	
    Beneficiary Address

    Line 2:
	 
	
    Beneficiary Address

    Line 3:
	 
	Additional Information:	 


 






    11


     


    

 





 


	 	Meihua International Medical Technologies Co., Ltd.
	 	 	 
	 	By: 	  
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PRIME NUMBER CAPITAL LLC
	 	 	 
	 	By: 	            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SHENGANG SECURITIES COMPANY LIMITED
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 






    12


     


    

 





 


EXHIBIT B


EXHIBIT B-1


 


Certificate
as to Authorized Signatures


of Company


 


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 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:	 


 


	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:	 


 






    13


     


    

 





 


COMPLETE BELOW TO UPDATE EXHIBIT B-1


 


If Company wishes to change the names or details
of any of its Authorized Representatives, 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 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.


 


	 	Meihua International Medical Technologies Co., Ltd.
	 	 	 
	 	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 Company per relevant board resolutions/certificate of incumbency on file (if relevant).


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


Person Called: Date of Call: Time of Call: am/pm


Reviewed by (name): Signature: Date:


 






    14


     


    

 


 


 


EXHIBIT B-2


Certificate
as to Authorized Signatures


of Underwriters


 


Underwriters hereby designate 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 Underwriters.


 


	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:	 


 


	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:	 


 






    15


     


    

 





 


COMPLETE BELOW TO UPDATE EXHIBIT B-2


 


If Underwriters wish to change the names or details
of any of its Authorized Representatives, Underwriters 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 Underwriters and Escrow Agent and shall entirely
supersede and replace any prior Exhibit B-2 attached to this Escrow Agreement or submitted to Escrow Agent.


 


	 	PRIME NUMBER CAPITAL LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Date: 	 
	 	 	 
	 	SHENGANG SECURITIES COMPANY LIMITED
	 	 	 
	 	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 Underwriters per relevant board resolutions/certificate of incumbency on file (if relevant).


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


Person Called: Date of Call: Time of Call: am/pm


Reviewed by (name): Signature: Date:


 






    16


     


    

 





 


EXHIBIT C


Fees of Escrow Agent


 


	Acceptance Fee:	Waived


 


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:	$[●]


 


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


 


 


17