Exhibit 10.9


 


ESCROW DEPOSIT AGREEMENT


 


This ESCROW DEPOSIT
AGREEMENT (this “Agreement”) dated as of this 9th day of June 2015 by and among REALCO INTERNATIONAL,
INC., a Nevada corporation (the “Company”), having an address at 154 Thames Street, Newport, Rhode Island
02840, [______] (the “Placement Agent”), having an address at 1900 Avenue of the Stars, Suite 310, Los Angeles,
California 90067 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an
office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed
to them in that certain Confidential Private Placement Memorandum, dated June 10, 2015, as amended or supplemented from time-to-time,
including all attachments, schedules and exhibits thereto (the “Memorandum”).


 


W I T N E
S S E T H:


 


WHEREAS, pursuant
to the terms of the Memorandum, the Company desires to sell (the “Offering”) a minimum of $2,500,000 (the “Minimum
Amount”) of Units (the “Units”) and a maximum of $3,000,000 of Units at a per Unit price of $0.60.
Each Unit consists of one share (a “Share”) of common stock, $0.00001 par value per share (“Common
Stock”), and one Common Stock purchase warrant to purchase a Share at an exercise price of $0.72 per Share; and


 


WHEREAS, unless
the Minimum Amount is sold by July 17, 2015 (the “Termination Date”), the Offering shall terminate and all funds
shall be returned to the subscribers in the Offering; provided, however, that, in the event that the Minimum Amount
is not sold on or before the Termination Date, the Termination Date may be extended by the Company and the Placement Agent for
an additional 30 calendar days (the “Final Termination Date”); and


 


WHEREAS, the
Company and Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and Placement Agent
shall instruct subscribers introduced to the Company by the Placement Agent (the “Subscribers”) to deliver funds
by wire transfer to the order of “Realco International, Inc., Signature Bank as Escrow Agent” pursuant to the instructions
herein and Escrow Agent is willing to accept said funds in accordance with the terms hereinafter set forth; and


 


WHEREAS, the
Company, as issuer, and Placement Agent, as an introducing broker-dealer, each, severally and not jointly, represents and warrants
to the Escrow Agent that it will comply with all of their respective obligations under applicable state and federal securities
laws and regulations with respect to sale of the Offering; and


 


WHEREAS, the
Placement Agent represents and warrants to the Escrow Agent that it has performed due diligence on all Subscribers and complied
with all applicable state and federal securities laws and regulations with respect to sale of the Offering; and


 


WHEREAS, the
Company and Placement Agent each, severally and not jointly, represents and warrants to the Escrow Agent that it has not stated
to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement;
and


 




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WHEREAS, the
Company and Placement Agent each, severally and not jointly, represents and warrants to the Escrow Agent that a copy of
each document that has been delivered to Subscribers and third parties that include Escrow Agent’s name and duties, has been
attached hereto as Schedule I.


 


NOW, THEREFORE,
IT IS AGREED as follows:


 


1.Delivery of Escrow Funds.


 


(a) Placement Agent
and the Company shall instruct Subscribers to deliver to Escrow Agent funds by wire transfer to Signature Bank, 261 Madison Avenue,
New York, New York 10016, ABA No. 026013576 (Swift Code: SIGNUS33) for credit to Realco International, Inc., Signature Bank as
Escrow Agent, Account No. 1502567264, in each case, with the name and address of the individual or entity making payment. In the
event that any Subscriber’s address is not provided to Escrow Agent by the Subscriber, then Placement Agent and/or the Company
agree to promptly provide Escrow Agent with such information in writing. The funds shall be deposited into a non interest-bearing
account at Signature Bank entitled “Realco International, Inc., Signature Bank as Escrow Agent” (the “Escrow
Account”).


 


(b)The collected
funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 


(c)The Escrow Agent
shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account.


 


2.Release of Escrow Funds. The
Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a)In the event
that the Company and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination
Notice”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest
or offset. 


 


(b) If prior to
3:00 p.m. (New York City time) on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit B,
attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Termination Date has been
extended to the Final Termination Date (“Extension Notice”), then the Termination Date shall be so extended.


 




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(c)Provided that
the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), and there is the Minimum Amount deposited
in the Escrow Account on or prior to the later of the Termination Date or the date stated in an Extension Notice, if any, received
by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the
form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent,
received from the Company and Placement Agent, pay the Escrow Funds in accordance with such written instructions, which instructions
shall be limited to payments to the Placement Agent and service providers in the Offering, payment to the Escrow Agent and payment
of the balance of funds to the Company. Such payment or payments shall be made by wire transfer on the same day as receipt of such
written instructions or, if the day of receipt of such instructions is not a Business Day, on the first Business Day following
the day of receipt of such instructions. Such instructions must be received by the Escrow Agent no later than 3:00 p.m. (New York
City time) on a Business Day for the Escrow Agent to process such instructions on that Business Day.


 


(d)If by 3:00 p.m.
(New York City time) on the Termination Date or the Final Termination Date, as applicable, the total amount of the Escrow Funds
is less than the Minimum Amount, then the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest
or offset. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow Agent.


 


(e)The Escrow Agent
shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(f)If the Termination
Date, the Final Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions
or for the Escrow Agent to take action is not a Business Day, then such date shall be the Business Day that immediately precedes
that date. A “Business Day” is any day other than a Saturday, Sunday or a Bank holiday.


 


3.Acceptance by Escrow Agent.
The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a)The Escrow Agent
may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by
Placement Agent or the Company to give any written instructions, notice or receipt, or make any statements in connection with the
provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy
or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of
each individual authorized to act singly on behalf of the Company and Placement Agent are stated in Schedule II, which is
attached hereto and made a part hereof. The Company and Placement Agent may each remove or add one or more of its authorized signers
stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall
include the true signature for any new authorized signatories.


 




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(b)The Escrow Agent
may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall
not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


(c)Placement Agent
and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities,
damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against
or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow
Agent’s gross negligence or willful misconduct.


 


(d) In the event
that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent
jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(e)The Escrow Agent
shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s
obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow
Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by
applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent
for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse
or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected
and are available for withdrawal.


 


4.Escrow Account Statements and
Information. The Escrow Agent agrees to send to the Company and/or the Placement Agent a copy of the Escrow Account
periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements
to its non-escrow clients and to also provide the Company and/or Placement Agent, or their designee, upon request other deposit
account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. The
Company and Placement Agent agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The
Company and Placement Agent each consent to the Escrow Agent’s release of such Escrow Account information to any of the individuals
designated by Company or Placement Agent, which designation has been signed in accordance with paragraph 3(a) by any of the persons
in Schedule II.  Further, the Company and Placement Agent have an option to receive e-mail notification of incoming
and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the
Company and Placement Agent agrees to provide a valid e-mail address and other information necessary to set-up this service and
sign all forms and agreements required for such service. The Company and Placement Agent each consent to the Escrow Agent’s
release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply
with this section shall not exceed the cost of providing such information.


 




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5.Resignation and Termination of
the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written notice of such resignation
to the Placement Agent and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder
except to hold as depository the Escrow Funds that it receives until the end of such 30-day period. In such event, the Escrow Agent
shall not take any action, other than receiving and depositing Subscribers checks and wire transfers in accordance with this Agreement,
until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such
written designation signed by Placement Agent and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such
successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following
the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement
with a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this paragraph,
the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to
the Escrow Funds.


 


6.Termination. The Company and
Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which
such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination,
the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall,
upon receipt of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of
the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent
within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all
of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder
and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released
from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.


 


7.Investment. All funds received
by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent.


 


8.Compensation. Escrow Agent
shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,000, which fee shall be paid by the Company upon
the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses
incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s fees.
Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow
Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any
amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination,
resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to
any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any
such closing. Escrow Agent shall be entitled to a fee of $1,000 in the event that this Agreement is amended for any reason in accordance
with Section 10(d) other than an amendment that solely relates to the extension of the Termination Date.


 




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9.Notices. All notices, requests,
demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service
or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If to Placement Agent:


 


	 	[________________________]	 
	 		 
	 		 
	 	 	 
	 		 
	 		 


 


 


If to the Company:


 


	 	Realco International, Inc.	 
	 	154 Thames Street	 
	 	Newport, Rhode Island 02840	 
	 	Attention: _____________	 
	 	Facsimile: _____________	 


 


 


If to Escrow Agent:


 


	 	Signature Bank	 
	 	261 Madison Avenue	 
	 	New York, New York, 10016	 
	 	Attention: Cliff Broder, Group Director and Senior Vice President	 
	 	Fax: (646) 822-1359	 


 


10.General.


 


(a)This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto
hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated
by this Agreement.


 




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(b)This Agreement
sets forth the entire
agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements
and understandings relating thereto.


 


(c)All of the terms
and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto,
as well as their respective successors and assigns.


 


(d)This Agreement
may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument
executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time
or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach
or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties
or obligations hereunder unless all other parties have given their prior written consent.


 


(e)If any provision
included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.


 


(f)This Agreement
and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all
of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


11.Form of Signature. The parties
hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures
to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces
a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax,
a true and correct original copy of his or her signature in overnight mail to the address of the other party.


 


12.No Third-Party Beneficiaries.  This
Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has
any right, benefit, priority or interest under or because of the existence of this Agreement.


 


 




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IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first set forth above.


 


	REALCO INTERNATIONAL, INC.	 	[_____________________]	 
	 	 	 	 	 	 
	By:	/s/ Jay M. Lasky	 	By:	 	 
	 	Name: Jay M. Lasky	 	 	Name:   	 
	 	Title:  CEO	 	 	Title:  	 


 


 


SIGNATURE BANK


 


	By:	/s/ Steven Deneff	 
	 	Name: Steven Deneff	 
	 	Title: VP	 
	 	 	 
	 	 	 
	By:	/s/ Cliff Broder	 
	 	Name: Cliff Broder	 
	 	Title:   Senior VP	 


 


 


 




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Schedule I


 


OFFERING DOCUMENTS


 


 


Confidential Private Placement Memorandum, dated June 10, 2015.


 


 


 


 


 


 




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Schedule II


 


The Escrow Agent is
authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of
the Company and Placement Agent.


 


 


REALCO INTERNATIONAL, INC.


 


	 	Name	 	True Signature	 
	 	 	 	 	 
	 	 Jay M. Lasky	 	 /s/ Jay M. Lasky 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


[______________________________]


 


	 	Name	 	True Signature	 
	 	 	 	 	 
	 	 Richard Rappaport  	 	   	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 




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Exhibit A


 


FORM OF ESCROW RELEASE NOTICE


 


 


Date: ________ ___, 2015


 


Signature Bank


261 Madison Avenue,


New York, New York 10016


Attention: Cliff Broder, Group
Director and Senior Vice President


Fax: (646) 822-1359


 


Dear Mr. Broder:


 


In accordance with the terms of
paragraph 2(b) of the Escrow Deposit Agreement, dated as of June 9, 2015, by and among Realco International, Inc. (the
"Company"), Signature Bank (the "Escrow Agent") and [________________] ("Placement Agent"), the
Company and Placement Agent hereby notify the Escrow Agent that the closing will be held on ______ ___, 2015 for gross
proceeds of $__________________.


 


PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions
attached):


 


	 	:	$ 	 
	 	 	 	 
	 	:	$ 	 
	 	 	 	 
	 	:	$ 	 
	 	 	 	 
	Signature Bank (Escrow Fee):	 	$4,000	 


 


 


 




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Very truly yours,


 


Realco International, Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 



 


[_________________]


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 



 


 


[Signature Page to Realco Escrow Release
Notice]


 


 


 




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Exhibit B


 


EXTENSION NOTICE


 


  


Date: __________________


 


 


Signature Bank


261 Madison Avenue,


New York, New York 10016


Attention: Cliff Broder, Group
Director and Senior Vice President


Fax: (646) 822-1359


 


Dear Mr. Broder:


 


In accordance with
the terms of paragraph 2(b) of an Escrow Deposit Agreement dated June 9, 2015, by and among Realco International, Inc. (the "Company"),
Signature Bank (the "Escrow Agent") and [________________] ("Placement Agent"), the Company and Placement
Agent hereby notifies the Escrow Agent that the Termination Date has been extended to __________ __, 2015, the Final Termination
Date.


 


 


 




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Very truly yours,


 


Realco International, Inc.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


[_____________]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


 


 


[Signature Page to Realco Escrow Extension
Notice]


 


 


 


 








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