Exhibit 10.1





 


ESCROW AGREEMENT


 


This Escrow Agreement dated this 29th
day of April, 2022 (the “Escrow Agreement”), is entered into by and among Ostin Technology Group Co., Ltd.,
a company organized under the laws of the Cayman Islands (the “Company” or “Ostin”), having an address
at Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046, Prime Number Capital LLC, having
an address at 1129 Northern Blvd., Suite 404, Manhasset, New York, 11030, (the “Underwriter”) 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 3,375,000 ordinary shares (the “Firm Shares”), par value $0.0001 per share (“Ordinary Shares”)
in a public offering (the “Offering”). The Company has also granted to the Underwriter an option to purchase up to
506,250 additional Ordinary Shares (the “Additional Shares”); and


 


WHEREAS, upon the closing of the Offering,
the Company has agreed to deposit an aggregate amount of Four Hundred Thousand Dollars ($400,000) 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


 


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 $400,000 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# 149147-000


A/C Name: Ostin Technology Group Escrow


 


Attn: Global Capital Markets


 


(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 in accordance with the terms of this Agreement for the purpose of satisfying the initial
$400,000 of the indemnification obligations of the Company, pursuant to Section 3(p) of the Underwriting Agreement dated April [ ],
2022 by and between the Company and the Underwriter, for a period of 12 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 Underwriter. If the Company and the Underwriter are unable to agree on such
intermediary within 30 days upon a written claim for indemnity by the Underwriter, 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. Any determination by such intermediary’s regarding the disbursement of the Escrowed Property shall be
communicated to the Escrow Agent by a joint written instruction of the Underwriter and the Company and the Escrow Agent will
disburse the Escrowed Property from the Escrow Account as provided for in such joint written instruction.


 


(b)
  In the event that any litigation or proceeding arising out of any matter in connection with the
Offering and the Underwriter acting in its capacity as Underwriter (which matter would be covered by the Company’s
indemnification obligations under the Underwriting Agreement) within 12 months following the closing of the Offering and in which
the Company, the Underwriter, or the Escrow Property becomes the subject of such litigation or proceeding, the Underwriter and the
Company hereby authorize the Escrow Agent, at the Underwriter’s sole instruction upon Underwriter’s Authorized
Representative’s (as defined hereinafter) written notice to the Escrow Agent, 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 Underwriter in such
litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard
thereto. .


 






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(c)
If either (i) no claim for indemnity is made by the Underwriter during the 12-month period from the closing of the Offering or (ii) it
is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow
Property by the conclusion of the 12-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,
following receipt of joint written instructions from the Underwriter and 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 Direction1 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 Underwriter, any individual designated by Underwriter 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;



 





 






	1	See note in text above regarding definition of “Written
Direction”.



 






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(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.


 


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


 






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(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.


 


(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 Company 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 Company, 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.


 






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(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 April [ ]_, 2023, 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.


 


ARTICLE 2


DUTIES OF THE ESCROW AGENT


 


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.


 






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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


 


3.1. 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; hacking, cyber-attacks
or other unauthorized infiltration of the Escrow Agent’s information technology infrastructure; 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.


 


3.10. No Financial Obligation. The
Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of
any of its rights or powers, and shall not be required to take any action which, in the Escrow Agent's sole and absolute judgment,
could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute
discretion, to be satisfactory.


 






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ARTICLE 4


MISCELLANEOUS


 


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.


 


If to Company:


 


Ostin Technology Group Co., Ltd.


 


Building 2, 101/201


1 Kechuang Road


Qixia District, Nanjing


Jiangsu Province, China 210046


Attention: Tao Ling


Telephone: 86-25-58595234


Email address: lingtao@austinelec.com


 


If to Underwriter:


 


Prime Number Capital LLC


 


1129 Northern Blvd., Suite 404


Manhasset, New York, 11030


Attention: Hao Sheng


Telephone: 212-590-2303 


Email address: hao.sheng@pncps.com


 


If to the Escrow Agent:


 


Wilmington Trust, National Association


 


Corporate Client Services


99 Wood Street South, 10th Floor


Iselin, NJ 08830


Attn: Ellen Jean-Baptiste


Phone: (212) 941-4416


Email address: ejean-baptiste@wilmingtontrust.com



 






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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 Underwriter, the terms of the Underwriting Agreement shall control and prevail2;
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.


 








 






		2	MTB/WTNA Note – Modify this sentence as necessary per the terms of the underlying transaction.



 


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


 


	 	COMPANY
	 	 	 
	 	By:	/s/ Ling Tao
	 	Name:	Ling Tao
	 	Title: 	Chief Executive Officer and Chairman
	 	Date:	April 29, 2022
	 	 	 
	 	PRIME NUMBER CAPITAL LLC
	 	 	 
	 	By:	/s/ Xiaoyan
    Jiang
	 	Name:	Xiaoyan Jiang
	 	Title:	Chairwoman
	 	Date: 	April 29, 2022
	 	 	 
	 	WILMINGTON TRUST, NATIONAL
	 	ASSOCIATION, as Escrow Agent
	 	 	 
	 	By:	/s/ Ellen
    Jean-Baptiste
	 	Name: 	Ellen Jean-Baptiste
	 	Title: 	Assistant Vice President
	 	Date: 	April 29, 2022



 


 


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