Exhibit 10.3


 





 


ESCROW AGREEMENT


 


This Escrow Agreement
dated this 19th day of January, 2021 (the “Escrow Agreement”), is entered into by and among Univest
Securities LLC, a New York limited liability company, having an office at 375 Park Avenue, Unit 1502, New York, NY 10152 (the “Placement
Agent”), White Lion Capital, LLC, a Nevada limited liability company, having an office at 16911 San Fernando Mission
Blvd Suite #183, Granada Hills, CA 91344 (“Investor”), TD Holdings, Inc., a Delaware Corporation, having an
address at 25th Floor, Block C, Tairan Building, No. 31 Tairan 8th Road, Futian District, Shenzhen, Guangdong, PRC 518000 (the
“Company”), and Wilmington Trust, National Association, having an office at Suite 2 R, 166 Mercer Street, New
York, NY 10012, as escrow agent (“Escrow Agent”). All capitalized terms not herein defined shall have the meaning
ascribed to them in that certain Common Stock Purchase Agreement, dated January 19, 2021, between the Company and Investor, including
all attachments, schedules and exhibits thereto ( the “SPA”).


 


RECITALS


 


WHEREAS, pursuant
to the issuance of one or more Purchase Notices under the SPA, the Company desires to sell its shares of common stock, par value
$0.001 (the “Shares”) to Investor;


 


WHEREAS, the
Company is required to establish an escrow account in connection with that certain Placement Agency Agreement, dated January 6,
2020, by and between the Company and the Placement Agent


 


WHEREAS, the
Company desires to establish an escrow account with the Escrow Agent for funds contributed by Investor with the Escrow Agent, to
be held for the benefit of Investor and the Company in accordance with the terms of this Escrow Agreement; and


 


WHEREAS, the
Company, the Placement Agent and Investor hereby appoint Escrow Agent to act as Escrow Agent for the purposes of this Escrow Agreement
and the Escrow Agent accepts such appointment in accordance with the terms of this Escrow Agreement.


 


NOW, THEREFORE,
in consideration of the premises, and further consideration of the covenants set forth hereafter, it is hereby agreed mutually
as follows:


 


DEFINITIONS


 


When used herein, each
of the following terms shall have the respective meanings as set forth below:


 


“Applicable
Law” shall have the meaning as set forth in Section 4.12.


 


“Authorized
Representative” shall mean any individual designated by a Party as authorized to provide Written Direction hereunder
pursuant to its respective Certificate of Authorized Signers.


 


“Certificate
of Authorized Signers” shall mean that certain certificate, substantially in the form of Exhibit B hereto, delivered
by each Party and setting forth its respective Authorized Representatives.


 


“CIP”
shall have the meaning as set forth in Section 4.12.


 


“Company”
shall mean TD Holdings, Inc.


 






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“Escrow Account”
shall mean that certain United States Dollar denominated account established as set forth below:


 


Manufacturers
& Traders Trust Co. 


ABA#


A/C#


A/C Name: TD
Holdings Escrow


Attn: Global
Capital Markets


 


“Escrow Agent”
shall mean Wilmington Trust, National Association.


 


“Escrow Agreement”
shall have the meaning as set forth in the Recitals hereto.


 


“Escrow Funds”
shall mean all funds delivered to the Escrow Agent by Investor for deposit in the Escrow Account, together with all investments
thereof and all interest accumulated thereon and proceeds therefrom.


 


“Indemnified
Parties” shall have the meaning as set forth in Section 3.1.


 


“Party”
and collectively, the “Parties” shall mean Investor, the Placement Agent, and/or the Company, respectively.


 


“SPA”,
shall mean that certain Common Stock Purchase Agreement, dated January 19, 2021, between the Company and Investor.


 


“Written Direction”
shall mean any instruction or notice delivered to the Escrow Agent hereunder.


 


ARTICLE I. ESCROW
DEPOSIT


 


		1.1	Receipt of Escrow Funds.



 


(a) Upon
execution of this Escrow Agreement by each of the parties hereto, Investor shall deposit funds pursuant to Section 2.2 of the SPA
(the “Deposited Funds”) from time to time via wire transfer to the Escrow Account.


 


(b) All
such wire transfers remitted to the Escrow Agent shall be accompanied by information identifying Investor, including the name,
mailing address, taxpayer identification number and a completed Form W9/W8 (the “Investor Information”). In
the event Investor Information is not provided to Escrow Agent by Investor, then the Company agrees to promptly upon request provide
Escrow Agent with such information in writing. The Escrow Agent shall not be required to accept any Escrow Funds which are not
accompanied by the Investor Information. In the event that Investor fails to remit an executed Form W-9 to the Escrow Agent prior
to the date the Escrow Agent returns such Investor’s funds, the Escrow Agent will be required to withhold a portion of the
earnings attributable Investor at the applicable rate in accordance with Section 3406 of the Internal Revenue Code of 1986, as
amended.The Escrow Agent will hold the Escrow Funds, 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. The Company understands that until disbursed pursuant
to Paragraph 1.3, it is not entitled to any Escrow Funds and no funds deposited in the Escrow Account will become the property
of the Company. All funds so deposited shall remain the property of Investor according to its interests and shall not be subject
to any lien or charge by Escrow Agent or by judgment or creditors' claims against Company until released or eligible to be released
to Company in accordance with section 1.3 hereof.


 






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(c) The
Escrow Agent shall have no duty or responsibility to solicit the Escrow Funds from Investor or to enforce the collection or demand
payment of any funds deposited into the Escrow Account. In the event that any funds, including cleared funds, deposited in the
Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this
Agreement, Investor shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together
with reasonable and customary charges and expenses related thereto, and the Escrow Agent shall deliver the returned checks or other
instruments to Investor. Investor acknowledges that its obligation in the preceding sentence shall survive the termination of this
Agreement and the resignation or removal of the Escrow Agent.


 


		1.2	Disbursements.



 


(a) Disbursement
instructions shall be limited to the payment to the Escrow Agent of escrow fee as set forth in Exhibit C hereof (the “Escrow
Fee”) and wire transfer fees, the payment to the Company of the purchase price for the Shares delivered to Investor,
the payment of the placement agent fee and reimbursement of the Placement Agent’s expenses to the Placement Agent, and the
payment of the balance of Escrow Funds, if any, to Investor (these four payments, in the aggregate, one “Closing”).
Escrow Agent shall make the disbursements according to the Written Direction signed by the Company, Investor and the Placement
Agent, a form of which is set forth as Exhibit A hereof


 


Notwithstanding the
foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds if the Escrow Agent has reason to believe that investments
in full payment for that number of Shares have not been received, deposited with and collected by the Escrow Agent.


 


(b) 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.


 


(c) 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 Funds, 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 any Party or any other person by reason of such compliance,
regardless of the final disposition of any such judgment, order or process.


 


(d) Each
Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to
the Escrow Agent for the disbursement of Escrow Funds under this Escrow Agreement if such Written Direction is not (i) in writing,
(ii) signed by an Authorized Representative of each Party, and (iii) delivered to, and able to be authenticated by, the Escrow
Agent in accordance with Section 1.5.


 


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


 


(f) A
Party may specify in a Written Direction whether the Escrow Funds 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 Funds
by any means chosen by the Escrow Agent.


 






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		1.3	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 only 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 all Parties herein. The Escrow Agent shall have no duty or obligation to verify that the person
who sent such instruction is, in fact, a person duly authorized to give instructions on behalf of a Party, other than to verify
that the signature of the Authorized Representative on any such instruction appears to be the signature of such person. Each Party
acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting
instructions to the Escrow Agent, and that there may be more secure methods of transmitting instructions other than the method
selected by such Party. The Escrow Agent shall have no responsibility or liability for any loss which may result from:


 


(i) any
action taken or not taken by the Escrow Agent in good faith reliance on any such signatures or instructions;


 


(ii) as
a result of a Party’s reliance upon or use of any particular method of delivering instructions to the Escrow Agent, including
the risk of interception of such instruction and misuse by third parties; or


 


(iii) any
officer or Authorized Representative of a Party named in a Certificate of Authorized Signers delivered hereunder prior to actual
receipt by the Escrow Agent of a more current or updated Certificate of Authorized Signers and a reasonable time for the Escrow
Agent to act upon such updated or more current Certificate of Authorized Signers.


 


(b) Investor,
the Placement Agent or the Company may, at any time, update its respective Certificate of Authorized Signers by signing and submitting
to the Escrow Agent an updated Certificate substantially in the form of Exhibit B. Any updated Certificate of Authorized Signers
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 Certificate of Authorized Signers.


 


		1.4	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 names and signatures of the Authorized Representatives of all Parties. The Escrow Agent will
check that the names and signatures of the Authorized Representatives identified on the Written Direction appears to be the same
as the name and signatures of the Authorized Representatives of such Parties; and


 


(ii) If
the Written Direction is sent by email to the Escrow Agent by one Party, the Escrow Agent also shall receive confirmation from
email addresses for Authorized Representatives of the other two Parties as set forth on a Certificate of Authorized Signers in
Exhibit B or from an email address for a person authorized under a Certificate of Authorized Signers 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 1.4 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 1.4, 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
1.4 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 1.4. Any action taken by the Escrow Agent pursuant to this Section 1.4
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 1.4 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 1.4 and shall not be liable or responsible for any losses arising in relation
to such delay or failure to act.


 


		1.5	Termination.



 


This Escrow Agreement
shall terminate upon the resignation or removal of the Escrow Agent as set forth in Section 3.4 (Resignation or Removal), at which
time the Escrow Agent is authorized and directed to disburse the Escrow Funds in accordance with Section 1.2 (Disbursements) and
this Escrow Agreement shall be of no further force and effect, except that the provision of 3.2 (Limitation of Liability) hereof
shall survive termination.


 






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ARTICLE II. 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 any 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, applicability 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 Funds,
written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make,
any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no
additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement
or otherwise.


 


		2.2	Rights of the Escrow Agent.



 


No provision of this
Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability or potential
financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent
shall not be 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.
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 consult with legal counsel in the event that a question or dispute arises with regard to the construction of any
of the provisions hereof. 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 Article III for any and all 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.



 






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ARTICLE III. 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, 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 Escrow
Agent shall have a first lien against the Escrow Account (to the extent of Company's rights thereto) to secure the obligations
of the Parties hereunder. The terms of this paragraph shall survive termination of this Escrow Agreement.


 


		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 FUNDS, 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 FUNDS.


 


		3.3	No Endorsement.



 


THE COMPANY, INVESTOR
AND THE PLACEMENT AGENT UNDERSTAND THAT THE ESCROW AGENT, BY ACCEPTING THE APPOINTMENT AND DESIGNATION AS ESCROW AGENT HEREUNDER,
IN NO WAY ENDORSES THE MERITS OF THE OFFERING OF THE SECURITIES. THE COMPANY, INVESTOR AND THE PLACEMENT AGENT AGREE TO NOTIFY
ANY PERSON ACTING ON ITS BEHALF THAT THE ESCROW AGENT’S POSITION AS ESCROW AGENT DOES NOT CONSTITUTE SUCH AN ENDORSEMENT,
AND TO PROHIBIT SAID PERSONS FROM THE USE OF THE ESCROW AGENT’S NAME AS AN ENDORSER OF SUCH OFFERING. THE COMPANY, INVESTOR
AND THE PLACEMENT AGENT FURTHER AGREE TO INCLUDE WITH ANY SALES LITERATURE, IN WHICH THE ESCROW AGENT’S NAME APPEARS AND
WHICH IS USED IN CONNECTION WITH SUCH OFFERING, A STATEMENT TO THE EFFECT THAT THE ESCROW AGENT IN NO WAY ENDORSES THE MERITS OF
THE OFFERING.


 






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		3.4	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 such time, 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 Funds 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 Investor, to 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.


 


		3.5	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, deducted from payments for shares received from 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.


 


(b) As
security for the due and punctual performance of any and all of the Parties’ obligations to the Escrow Agent hereunder, now
or hereafter arising, the Parties, individually and collectively, hereby pledge, assign and grant (to the extent of Company's rights
thereto) to the Escrow Agent a continuing security interest in, and a lien on and right of setoff against, the Escrow Funds and
all distributions thereon, investments thereof or additions thereto (whether such additions are the result of deposits by the Parties
or the investment of Escrow Funds or otherwise). If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow
Agent hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrow Funds, and may sell,
convey or otherwise dispose of any Escrow Funds for such purpose. The security interest and setoff rights of the Escrow Agent shall
at all times be valid, perfected and enforceable by the Escrow Agent against the Parties and all third parties in accordance with
the terms of this Escrow Agreement.


 


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


 






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		3.6	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 Funds 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 Funds. 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 Funds
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.


 


		3.7	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.


 


		3.8	Attachment of Escrow Funds; Compliance with Legal Orders.



 


In the event that any
Escrow Funds 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 Funds,
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.


 


		3.9	Force Majeure.



 


The Escrow Agent shall
not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of
God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions;
loss or malfunctions of utilities including but not limited to, computer (hardware or software), payment systems, or communications
services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow
Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as reasonably practicable under the circumstances.


 






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ARTICLE IV. 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 Funds 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 the Company:


 


TD Holdings,
Inc.


25th Floor,
Block C, Tairan Building


No. 31 Tairan
8th Road, Futian District


Shenzhen,
Guangdong, PRC 518000Attention: Wei Sun


Email: verrasun@outlook.com


 


If to the Placement
Agent:


 


Univest Securities,
LLC


375 Park Avenue,
Unit 1502


New York,
NY 10152


Attention:
Edric Guo


Email: yguo@univest.us


 


If to Investor:


 


White Lion
Capital, LLC


Sam Yaffa


16911 San
Fernando Mission Blvd Suite #183


Granada Hills,
CA 91344 


Email: team@whitelioncapital.com


 






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If to the Escrow
Agent:


 


Wilmington Trust,
National Association


Corporate Client
Services


166 Mercer Street,
Suite 2R


New York, NY
10012


Attn: Boris
Treyger


Telephone: (212)
941-4416


Email address:
btreyger@wilmingtontrust.com


 


		4.4	Governing Law.



 


This Escrow Agreement
shall be governed by and construed in accordance with the laws of the State of New York without regard to any laws relating to
choice of laws (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.


 


		4.5	Venue.



 


Each Party and the
Escrow Agent hereby consent to the exclusive personal jurisdiction of any state or federal court sitting in The City of New York,
Borough of Manhattan 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 Funds 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 no event shall the Escrow Agent be bound by the terms of the Subscription Agreement or the Underwriting
Agreement. In the event of any direct conflict of the terms of this Escrow Agreement with the terms of the Subscription Agreement
or the Underwriting Agreement, the terms of This Escrow Agreement shall control and prevail. 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 any Certificate of Authorized Signers may be amended at any time in accordance with Section
1.3.


 






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		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	Counterparts.



 


This Escrow Agreement
may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts
shall together constitute one and the same instrument.


 


		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.


 


		4.12	Patriot Act Compliance.



 


In order to comply
with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those
relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“CIP”)
requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Escrow Agent must obtain, verify
and record information that allows the Escrow Agent to identify customers (“Applicable Law”), the Escrow Agent
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Escrow Agent. Accordingly, each Party agrees to provide to the Escrow Agent upon its request from time to time such identifying
information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable
Law, including, but not limited to, information as to name, physical address, tax identification number and other information that
will help the Escrow Agent to identify and verify such Party such as organizational documents, certificates of good standing, licenses
to do business or other pertinent identifying information. Each Party understands and agrees that the Escrow Agent cannot open
the Escrow Account unless and until the Escrow Agent verifies the identities of the Parties in accordance with its CIP.


 


[The remainder of this
page left intentionally blank.]


 






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


 


	 	TD HOLDINGS, INC.


 


	 	By:	/s/ Renmei Ouyang
	 	Name: 	Renmei Ouyang
	 	Title:	Chief Executive Officer


 


	 	UNIVEST SECURITIES, LLC


 


	 	By:	/s/ Edric Yi Guo
	 	Name: 	Edric Yi Guo
	 	Title:	COO and Head of Investment Banking


 


	 	WHITE LION CAPITAL, LLC


 


	 	By:	/s/ Sam Yaffa
	 	Name: 	Sam Yaffa
	 	Title:	Managing Member


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent


 


	 	By:	/s/ Boris Treyger
	 	Name: 	Boris Treyger
	 	Title:	Vice President


 


 


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