Exhibit 10.12


 


ESCROW DEPOSIT AGREEMENT


 


This ESCROW DEPOSIT
AGREEMENT (this “Agreement”) dated as of this           day of 2017, by and among Dragon
Victory International Limited, a Cayman Islands corporation (the “Company”), having an address at
Suite B1-901, No.198, Qidi Road, Xiaoshan District, Hangzhou, PRC, Boustead
Securities, LLC, a California limited liability company. (the “Underwriter”), having an address at
898 N Sepulveda Blvd., Suite 475, El Segundo, CA 90245, and SIGNATURE BANK (the “Escrow Agent”), a New
York State chartered bank, having an office at 950 Third Avenue, New York, New York 10022. All capitalized terms not herein defined
shall have the meaning ascribed to them in that certain Prospectus, dated                    , including all attachments, schedules and exhibits thereto
(the “Prospectus”).


 


WITNESSETH:


 


WHEREAS, pursuant
to the terms of the Memorandum the Company desires to sell (the “Offering”) a minimum of $[          ] (the “Minimum
Amount”) and a maximum of $[          ] (the “Maximum Amount”) of its shares (the “Shares”)
through one or more registered broker-dealers. Each Share is being sold at a price of $[     ] per Share, with a minimum investment
of $[         ] (which minimum investment may be waived by Company); and


 


WHEREAS, unless
the Minimum Amount is sold by July 31, 2017 (the “Termination Date”), which is the expiration date of the Prospectus,
or by December 31, 2017 (the “Final Termination Date”) if the Termination Date has been extended by Company
and the Placement Agent, the Offering shall terminate and all funds shall be returned to the subscribers in the Offering; and


 


WHEREAS, the
Company and Underwriter desire to establish an escrow account with the Escrow Agent into which the Company and Underwriter shall
instruct Investors introduced to the Company by Underwriter (the “Investors”) to deposit checks and other instruments
for the payment of money made payable to the order of “Signature Bank as Escrow Agent for Dragon Victory International Limited,”
and Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter
set forth; and


 


WHEREAS, the
term Selected Dealer as used herein shall include the Underwriter and co-underwriter and/or other selected dealers as part of the
selling group. All Selected Dealers shall be bound by this Agreement. However, for purposes of communications and directives, the
Escrow Agent need only accept those signed by the Underwriter.


 


WHEREAS, the
Company, as issuer, and Underwriter, as an introducing broker-dealer, represent and warrant to the Escrow Agent that they 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
Company and Underwriter represent and warrant to the Escrow Agent that they have 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


 


WHEREAS, the
Company and Underwriter warrant to the Escrow Agent that a copy of each document that has been delivered to Investors 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)            Underwriter
and the Company shall instruct Investors to deliver to Escrow Agent checks made payable to the order of “Signature Bank,
as Escrow Agent for Dragon Victory International Limited,” or wire transfer to Signature Bank, [insert address of Signature
Bank’s financial center maintaining the account], ABA No. 026013576 for credit to Signature Bank, as Escrow Agent for
Dragon Victory International Limited, Account No. _____________, in each case, with the name and address of the individual or entity
making payment. In the event any Investor’s address is not provided to Escrow Agent by the Investor, then Underwriter and/or
the Company agree to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited
into a non interest-bearing account at Signature Bank entitled “Dragon Victory International Limited, 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)           On or before
the date of the initial deposit in the Escrow Account, the Underwriter shall notify the Escrow Agent in writing of the Effective
Date of the Registration Statement (the “Effective Date”), and the Escrow Agent shall not be required to accept
any amounts for credit to the Escrow Account prior to its receipt of such notification.


 


(d)           The Escrow Agent
shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account.
If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of
the Escrow Agent shall be to return the check to the Investor and advise the Company and Underwriter promptly thereof. Escrow Agent
shall follow best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory
agencies that enforce them.


 


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 Underwriter 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 Investor to said Investor without interest or
offset.


 




    	 	 	 



     


    

 


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


 


(c)            Provided that
the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited
into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received
by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the
form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received
from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, such payment or payments to
be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received
by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that
Banking Day.


 


(d)           If by 3:00 P.M.
Eastern time on the later of the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has
received in accordance with Section 2(b) above, the Escrow Agent has not received written instructions from the Company and Underwriter
regarding the disbursement of the Escrow Funds or 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 Investors without interest or offset. The Escrow Funds returned to each
Investor 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, 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 Banking Day, then such date shall be the Banking Day that immediately preceding
that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered
bank is not legally obligated to be opened.


 


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
Underwriter 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 Underwriter are stated in Schedule II, which is attached hereto and
made a part hereof. The Company and Underwriter 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.


 




    	 	 	 



     


    

 


(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)           Underwriter
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 Underwriter 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 Underwriter, 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 Underwriter
agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Company and Underwriter each
consent to the Escrow Agent’s release of such Escrow Account information to any of the individuals designated by Company
or Underwriter, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule II. 
Further, the Company and Underwriter 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 Underwriter 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 Underwriter 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.


 




    	 	 	 



     


    

 


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 Underwriter and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except
to hold as depositary 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 Investors 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 Underwriter 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 Section,
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
Underwriter 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 Underwriter 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 Underwriter, turn over to such successor escrow agent all of the
Escrow Funds; provided, however, that if the Company and Underwriter 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 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 Signature Bank.


 


8.           Compensation. Escrow Agent
shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,000.00, 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. The Escrow Agent shall be entitled to a fee of $1,000 in the event the Agreement is amended for any reason
in accordance with Section 10(d).


 




    	 	 	 



     


    

 


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 Underwriter:


 


Boustead Securities LLC


898 N Sepulveda
Blvd., Suite 475,


El Segundo,
CA 90245


Attention:
Keith Moore, CEO


Fax: +1 815
301 8099


 


If to the Company:


 


Dragon Victory
International Limited


Suite B1-901,
No.198, Qidi Road,


Xiaoshan
District, Hangzhou, PRC


Attention:
Xiaohua Gu, CFO


Fax:


 


If to Escrow Agent:


 


Signature Bank


950 Third Avenue,
9th Floor


New York, NY 10022


Attention: John
Gonzalez, Senior Vice President


Fax: +1 646 822 1520


 


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.


 




    	 	 	 



     


    

 


(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.


 




    	 	 	 



     


    

 


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


 


 


	Victory International Limited 	 	Boustead Securities, LLC 
	 	 	 
	By:	 	 	By:	 
	 	Name:    	Xiaohua Gu	 	 	Name:    	Keith C. Moore
	 	Title:  	CFO	 	 	Title:   	CEO
	 	 	 	 	 	 	 
	SIGNATURE BANK	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Name:	 	 	 	 	 
	 	Title:	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Name:	 	 	 	 	 
	 	Title:	 	 	 	 	 


 




    	 	 	 



     


    

 


 


Schedule
I


 


OFFERING DOCUMENTS


 




    	 	 	 



     


    

 


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 Underwriter.


 


Dragon
Victory International Limited 


 


	Name	 	True Signature
	 	 	 
	Xiaohua Gu	 	 


 


Boustead
Securities LLC


  


	Name	 	True Signature
	 	 	 
	Keith Moore, CEO	 	 
	 	 	 
	Daniel McClory, Managing Director	 	 


 




    	 	 	 



     


    

 


Exhibit A


 


EXTENSION NOTICE


 


Date:


 


Signature Bank


950 Third Avenue, 9th Floor


New York, NY 10022


Attention: John Gonzalez, Senior Vice President


 


Dear John:


 


In accordance with the terms of Section
2(b) of an Escrow Deposit Agreement dated , 2017 by and among Dragon Victory International Limited (the “Company”),
Boustead Securities, LLC (“Underwriter”), and Signature Bank (the “Escrow Agent”), the Company and Underwriter
hereby notifies the Escrow Agent that the Termination Date has been extended to December 31, 2017, the Final Termination Date.


 


Very truly yours,


 


	Dragon Victory International Limited	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Boustead Securities LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	 	 



     


    

Exhibit B


 


FORM OF ESCROW RELEASE NOTICE


 


Date:


 


Signature Bank


950 Third Avenue, 9th Floor


New York, NY 10022


Attention: John Gonzalez, Senior
Vice President


 


Dear John:


 


In accordance with the terms of Section
2(c) of an Escrow Deposit Agreement dated as of , 2017 (the "Escrow Agreement"), by and between Dragon Victory International
Limited (the "Company"), Signature Bank (the "Escrow Agent") and Boustead Securities, LLC . ("Underwriter"),
the Company and Underwriter hereby notify the Escrow Agent that the ________ closing will be held on ___________ for gross proceeds
of $_________.


 


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


 


	 	:	 	$
	 	 	 	 
	 	:	 	$
	 	 	 	 
	 	:	 	$


 


Very truly yours,


 


	Dragon Victory International Limited	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Boustead Securities, LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title: