Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT


 


November 20, 2020


 


Tantech Holdings Ltd


c/o Tantech Holdings (Lishui) Co., Ltd.


No. 10 Chen Shan Road, Shuige Industrial Zone


Lishui City, Zhejiang Province 323000


People’s Republic of China


Attention: Wangfeng Yan, Chief Executive Officer


Phone: +86-578-226-2305


 


Dear Mr. Yan:


 


This letter (the “Agreement”)
constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”)
and Tantech Holdings Ltd, a company incorporated under the laws of the British Virgin Islands (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of registered common shares (the “Shares”)
of the Company, par value $0.001 per share (“Common Shares”), and registered warrants (the “Registered
Warrants”) unregistered warrants (the “Unregistered Warrants” and collectively with the Registered Warrants,
the “Warrants”) to purchase Common Shares (the “Warrants” and together with the Shares, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.
This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below) and the form of the Warrants, shall be collectively referred to herein
as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the
 “Closing Date.” The Company expressly acknowledges and agrees that the obligations of the Placement Agent hereunder
are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement
Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of the Placement Agent with respect to securing any other financing on behalf of the Company. Following the prior written consent
of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement
(the “Purchase Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company
and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, executive officers of the Company will be available upon reasonable
notice and during normal business hours to answer inquiries from prospective Purchasers.


 


SECTION 1.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.            Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 






     


     


    

 


1.            The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement on Form F-3 (Registration No. 333- 248197) for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Shares, which registration statement became effective on August 31, 2020. At
the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement
meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company
will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the
 “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus
included in such registration statement relating to the placement of the Shares and the plan of distribution thereof and has advised
the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein.
Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the
 “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter
called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed
with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called
the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”) pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the
Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue
date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
 “described,” “referenced,” “set forth” or “stated” in the Registration Statement,
the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include
all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the
Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness
of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding
for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For
purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities
Act.


 


2.            The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and
did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and
the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated
Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act
and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus,
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth
therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection
with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will
not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus,
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described
or filed as required or (y) will not be filed within the requisite time period. 


 






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3.       The
Company is eligible to use Free Writing Prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,
or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. Each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule
433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material
respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The
Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any Free Writing Prospectus.


 


4.
        The Company has filed all reports, schedules, forms, statements or other documents required
to be filed by the Company under the Securities Act or Exchange Act, during the three years preceding the date hereof (the foregoing
materials filed during such three-year period, including the exhibits thereto and documents incorporated by reference therein,
the “SEC Reports”). For the twelve months preceding the date hereof, the Company has filed the SEC Reports on
a timely basis(including any valid extension of such time of filing provided under Rule 12b-5 or under coronavirus-related relief
by the SEC) and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing or
amendment dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder; and as of their respective filing or amendment dates, the SEC Reports did
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. 


 


5.        There
are no affiliations with any Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater shareholder of the Company, except
as set forth in the Registration Statement and the SEC Reports.


 






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6.       Assuming
the accuracy of the Purchasers’ representations and warranties set forth in the Purchase Agreement, no registration under
the Securities Act is required for the offer and sale of the Unregistered Warrants by the Company to the Purchasers as contemplated
hereby. The offer and sale of such Unregistered Warrants does not and will not contravene the rules and regulations of the Nasdaq
Capital Market. The offer and sale of such Unregistered Warrants does not and will not be integrated with the offer and sale of
the Shares and the Registered Warrants for purposes of the Securities Act.


 


B.            Covenants
of the Company.


 


1.                  
The Company has delivered or made available, or will as promptly as practicable deliver or make available, to the Placement
Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed
as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither
the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Transaction
Documents, the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by
reference therein and any other materials permitted by the Securities Act.


 


2.                  
The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment to
the Registration Statement has been filed or becomes effective or any supplement to the Base Prospectus or the final Prospectus
has been filed and will furnish the Placement Agent with copies thereof, the parties acknowledging that such obligation is satisfied
by filing such materials on the EDGAR system of the SEC. The Company will file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange
Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection with the
Placement. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission
to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing
or suspending the use of the Base Prospectus or the final Prospectus or any prospectus supplement or any amendment or supplement
thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification of any of the Securities
for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose,
or of any request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or for additional
information. The Company shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension
of such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time,
the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration
statement and use its best efforts to have such new registration statement declared effective as soon as practicable.  Additionally,
the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the
Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm
that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 


3.                  
The Company will cooperate with the Placement Agent and the Purchasers in endeavoring to qualify the Securities for sale
under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Purchasers may reasonably
request and will make such applications, file such documents, and furnish such information as may be reasonably required for that
purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the
Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare and file such
statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period
as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement Agent promptly
of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale
or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance
of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.


 






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4.                  
The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder,
so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the Incorporated Documents
and any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution
of any Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”),
any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel
for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make
the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if
it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act
any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at
its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to
the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the
Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were
made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus,
as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated
Documents or any Prospectus in connection with the Placement, the Company will furnish the Placement Agent with a copy of such
proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.


 


5.                  
During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and the Trading
Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required
by the Exchange Act.


 


6.                  
The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or
might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.


 


7.                  
On or prior to the Closing Date, the Company shall have furnished to the Placement Agent a letter substantially in the form
of Exhibit A hereto (the “Lock-Up Agreement”) from each executive officer, director and shareholder of
the Company listed on Schedule I hereto addressed to the Placement Agent. The Company will use its reasonable best efforts
to enforce the terms of each Lock-Up Agreement and will issue stop-transfer instructions to the transfer agent for the Common Shares
with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up
Agreement.


 






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8.                  
If any of the conditions specified in this Section 1(B) shall not have been fulfilled when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory
in form and substance to the Placement Agent and its counsel, this Agreement and all obligations of the Placement Agent hereunder
may be canceled at, or at any time prior to, the Closing Date by the Placement Agent. Notice of such cancellation shall be given
to the Company in writing or by telephone or facsimile confirmed in writing.


 


C.            Subsequent
Equity Sales. From the date hereof until forty-five (45) trading days (on which days the Nasdaq Capital Market is open for
trading) after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any Common Shares or Common Share Equivalents other than an Exempt Issuance. From the date
hereof until one (1) year after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement
to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. For purposes of this Agreement, “Variable Rate Transaction”
shall mean a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the
Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Common Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an
equity line of credit, whereby the Company may issue securities at a future determined price. The Placement Agent shall be entitled
to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to
collect damages


 


 


SECTION 2.           REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA,
(ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of
the States applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate entity
validly existing under the laws of its place of formation, and (v) has full power and authority to enter into and perform
its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status
as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3.          COMPENSATION. In
consideration of the services to be provided for hereunder by the Placement Agent, the Company shall pay to the Placement Agent
the following compensation with respect to the Securities which the Placement Agent is placing:


 


A.            A
cash fee (the “Cash Fee”) equal to an aggregate of (1) six percent (6.0%) of the aggregate gross proceeds raised
in the Placement, if the aggregate gross proceeds raised in such Placement is less than ten million U.S. dollars (US$10,000,000),
(2) seven percent (7%) of the aggregate gross proceeds raised in the Placement, if the aggregate gross proceeds raised in the Placement
is between ten million U.S. dollars (US$10,000,000) and thirteen million U.S. dollars (US$13,000,000), or (3) seven and one-half
percent (7.5%) of the aggregate gross proceeds raised in the Placement, if the aggregate gross proceeds raised in the Placement
is equal to or greater than thirteen million U.S. dollars (US$13,000,000). The Cash Fee shall be paid at the closing of the Placement
(the “Closing”). For the sake of clarity, the Cash Fee for a capital raise of fifteen million U.S. dollars (US$15,000,000)
would equal one million one hundred twenty-five thousand U.S. dollars (US$1,125,000), which is seven and one-half percent (7.5%)
of such capital raise, as the gross proceeds for such capital raise is greater than thirteen million U.S. dollars (US$13,000,000).


 






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B.       In
addition to the Cash Fee, the Company shall issue the Placement Agent a warrant for the purchase of a number of Common Shares equal
to six percent (6.0%) of the number of Shares issued in the Placement, at an exercise price equal to one hundred ten percent (110%)
of the Share offering price in the Placement, for an aggregate purchase price of one hundred U.S. dollars (US$100), which warrant
shall be exercisable at any time during the period commencing six (6) months after the Closing Date through the third (3rd)
anniversary of issuance (the “Placement Agent Warrant” and together with the Common Shares underlying the Placement
Agent Warrant, the “Placement Agent Securities”) and in all respects in compliance with FINRA Rule 5110(f) and
(g). Notwithstanding the preceding sentence, if Unregistered Warrants are issued to Purchasers in the Placement, the Placement
Agent Warrants shall have the same terms as the Unregistered Warrants; provided, however, that the Placement Agent Warrant shall
not contain any anti-dilution protection terms or provisions other than those customarily included in warrants issued in similar
transactions in order to take into account stock splits and recapitalizations by the Company and similar Company events.


 


C.       Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent, taken together and
not individually, for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its
legal counsel, in an amount not to exceed an aggregate of fifty thousand U.S. dollars (US$50,000). The Company will reimburse the
Placement Agent at the Closing directly out of the gross proceeds raised in the Placement. In the event this Agreement shall terminate
prior to the consummation of the Placement, the Placement Agent, shall be entitled to reimbursement for actual expenses upon providing
reasonable documentation relating to the incurrence of such expenses; provided, however, such expenses shall not exceed the aggregate
amount of twenty-five thousand U.S. dollars (US$25,000), taken together and not individually.


 


D.       The
Placement Agent reserves the right to reduce any item of its compensation or adjust (in the Company’s favor) the terms thereof
as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate
compensation is in excess of FINRA’s rules and regulations or that the terms thereof require adjustment.


 


SECTION 4.           INDEMNIFICATION. The
Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.          ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) November 30, 2020 and (ii) the
final Closing Date of the Placement (such date, the “Termination Date” and the period of time during which this
Agreement remains in effect is referred to herein as the “Term”).  Notwithstanding anything to the contrary
contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section
3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s
obligations contained in the Indemnification Provisions attached hereto as Addendum A will survive any expiration or
termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement
Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned
or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company
provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 






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SECTION 6.          PLACEMENT
AGENT’S INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise
required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement
Agent’s prior written consent.


 


SECTION 7.           NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any
person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions attached hereto as Addendum
A hereof. The Company acknowledges and agrees that the Placement Agent is not nor shall it be construed as a fiduciary of the
Company and the Placement Agent shall not have any duties or liabilities to the equity holders or the creditors of the Company
or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly
waived.


 


SECTION 8.          CLOSING. The
obligations of the Placement Agent, and the Closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of their obligations hereunder, and to each of the following additional terms and conditions, except
as otherwise disclosed to and acknowledged and waived by the Placement Agent.


 


A.            No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the
Placement shall have been timely filed with the Commission.


 


B.            The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


  


C.            All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


D.          The
Placement Agent shall have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent
and its counsel.


 


E.       The
Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, including, without
limitation, a negative assurance letter from applicable counsel, addressed to the Placement Agent and the Purchasers and dated
as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.


 






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F.            On
the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter from
the Company’s independent registered public accounting firm, Prager Metis CPAs, LLC, and a certificate of the chief financial
officer of the Company, as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects
to the Placement Agent and Placement Agent’s counsel. Such officer shall also provide a customary certification as to such
accounting or financial matters that are included or incorporated by reference in the Registration Statement or the Prospectus
that Prager Metis CPAs, LLC is unable to provide assurances on in the “comfort” letter contemplated by the immediately
preceding sentence.


 


G.            On
the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except
for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited
to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects. 


 


 


H.            On
the Closing Date, Placement Agent shall have received from the Company a certificate of the corporate secretary of the Company,
dated, as applicable, as of the date of such Closing, certifying to the organizational documents of the Company, good standing
in the jurisdiction of formation of the Company and board resolutions authorizing the Placement of the Securities.


 


I.       The
Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business
as a result of any fire, explosion, flood, terrorist act, epidemic or pandemic (including as a result of the coronavirus known
as COVID-19), any change in general economic, political or financial conditions in the United States or elsewhere, act of war or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement,
and (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any
change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial
position, shareholders’ equity, results of operations or prospects of the Company, otherwise than as set forth in or contemplated
by the Registration Statement, the Base Prospectus and the Prospectus Supplement, the effect of which, in any such case described
in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus,
the Prospectus Supplement and the Purchase Agreement.


 


J.             The
Common Shares are registered under the Exchange Act and, as of the Closing Date, the Company has submitted the notification of
listing of additional Common Shares, including the Shares and the Common Shares underlying the Warrants, to the Trading Market
or other U.S. applicable national exchange, and the Shares and the Common Shares underlying the Warrants shall be listed for trading
on the Trading Market or other applicable U.S. national exchange and reasonable evidence of such action, if available, shall have
been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Common Shares under the Exchange Act or delisting or suspending from trading the Common Shares from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 






    9


     


    

 


K.             No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the
business or operations of the Company.


 


L.            The
Company shall have prepared and filed with the Commission a Current Report on Form 6-K with respect to the Placement, including
as an exhibit thereto this Agreement.


  


M.            The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


N.            FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement
and pay all filing fees required in connection therewith.


 


O.       The
Company has and shall take all such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Shares and Warrants for, sale to the Purchasers at the Closing under applicable securities or “Blue
Sky” laws of the states of the United States, as the Placement Agent may designate and to maintain such qualifications in
effect so long as required to complete the distribution of the Shares and Warrants; provided, however, that the Company shall not
be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities
in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject.


 


P.       The
Company shall apply the net proceeds from the Placement received by it in a manner consistent with the application thereof described
under the caption or heading “Use of Proceeds” in the Registration Statement, the Base Prospectus, the Prospectus Supplement
and the Purchase Agreement.


 


Q.        Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s
counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to,
the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral
notice shall be confirmed promptly thereafter in writing.


 






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SECTION 9.          RIGHT
OF FIRST REFUSAL. Subject to the Placement Agent’s consummation of this Placement, beginning on the Closing Date of such
Placement until the twelve (12)-month anniversary following the Closing Date (the “ROFR Period”), the Company
grants the Placement Agent the right to provide investment banking services to the Company on an exclusive basis in all matters
for which the following investment banking services are sought by the Company (such right, the “ROFR”), which
right is exercisable in the Placement Agent’s sole discretion. For these purposes, investment banking services shall mean
(a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or
financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in
connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its
capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority
or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another
entity. Within five (5) days after the Company’s decision to enter into any such transaction, the Company shall provide written
notice to the Placement Agent, and the Placement Agent shall notify the Company of its intention to exercise the ROFR within fifteen
(15) business days following receipt of such written notice from the Company. Any decision by the Placement Agent to act in any
such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary
fees for transactions of similar size and nature, as may be mutually agreed upon by the parties thereto, and indemnification of
the Placement Agent which are appropriate to such transaction and shall be subject to general market conditions. If the Placement
Agent declines to exercise the ROFR or in the event the terms proposed by the Placement Agent are unsatisfactory to the Company,
the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are
not more favorable to such other person or persons than the terms declined by the Placement Agent in the first instance, or than
the terms proposed by the Placement Agent in the second instance. The ROFR granted hereunder may be terminated by the Company for
 “Cause”, which shall mean a material breach by the Placement Agent of this Agreement or a material failure by the Placement
Agent to provide the services as contemplated by this Agreement. The services provided by the Placement Agent hereunder are solely
for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including,
without limitation, securityholders, employees or creditors of the Company) as against the Placement Agent or its directors, officers,
agents and employees.


 


SECTION 10.       GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






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SECTION 11.        ENTIRE
AGREEMENT/MISC. This Agreement (including the Indemnification Provisions attached hereto as Addendum A) embodies
the entire agreement and understanding between the parties hereto with respect to this Placement, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable
in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement,
which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument
in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the Closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party hereto and delivered to the other party hereto, it being understood that both parties hereto need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 12.         CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or Trading Market or other stock exchange requirement, regulation or legal process (“Legal
Requirement”)), without the Company’s prior written consent, disclose to any person any Confidential Information,
and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further
agrees to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the
Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature
of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to the Placement Agent
or its Representatives in connection with such Placement Agent’s evaluation of the Placement. The term “Confidential
Information” will not, however, include information which (i) is or becomes publicly available other than as a result
of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available
to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to the
Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is
or has been independently developed by the Placement Agent and/or the Representatives without use of any Confidential Information
furnished to it by the Company. The term “Representatives” shall mean with respect to the Placement Agent, its
directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full
force until the earlier of (a) the date on which the Confidential Information ceases to be confidential and (b) two years
from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives
will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable,
is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.


 


SECTION 13.         NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent
to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business
day, (b) the next business day after the date of transmission, if such notice or communication is sent to the email address
on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time)
on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized
air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages hereto.


 






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SECTION 14.         PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to
reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing
materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its
own expense.


 


[The remainder of this page has
been intentionally left blank.]


 






    13


     


    

 


Please confirm that the foregoing correctly
sets forth our agreement by signing and returning to Univest the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	UNIVEST SECURITIES, LLC
	 	 	 
	 	 	 
	 	By:	/Edric Yi Guo/
	 	 	Name:	Edric Yi Guo
	 	 	Title:	COO and Head of Investment Banking


 


	 	Address for notice:
	 	 
	 	375 Park Avenue, Unit 1502
	 	New York, New York 10152
	 	Attention: Edric Guo 

Email: 



 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	Tantech Holdings Ltd	 
	 	 	 
	By:	/Wangfeng Yan/	 
	 	Name:	Wangfeng Yan	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        c/o Tantech Holdings (Lishui) Co., Ltd.

        No. 10 Chen Shan Road, Shuige Industrial Zone

        Lishui City, Zhejiang Province 323000

        People’s Republic of China

        Attention: Wangfeng Yan, Chief Executive Officer

        Phone: +86-578-226-2305

        Email: 
	 


 


[Signature Page to Placement Agency Agreement
Between Tantech Holdings Ltd and Univest Securities, LLC.]


 






    14


     


    

 


ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Univest Securities, LLC (“Univest” or the “Lead Manager”) or together with other broker
dealers registered with FINRA and caused by Univest to also act as a manager in connection with the Placement of the Securities
(the “Lead Managers”) to be issued by Tantech Holdings Ltd (the “Company”) pursuant to the placement agency
agreement, dated November 20, 2020, by and between the Company and the Lead Manager(s), as it may be amended from time to time
in writing (the “Agreement”), the Company hereby agrees as follows (capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Agreement):


 


1.            To
the extent permitted by law, the Company shall indemnify the Lead Manager(s) and each of their respective affiliates, directors,
officers, employees, agents and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) against all joint or several losses, claims, damages, expenses and liabilities (or actions, including shareholder
actions, in respect thereof), as the same are incurred (including the reasonable fees and expenses of counsel), relating to or
arising out of its activities hereunder or pursuant to the Agreement, including, without limitation, those which arise out of or
are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness
and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or
Prospectus Supplement (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities,
including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the
omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iv) in whole or in part any inaccuracy in any material respect in
the representations and warranties of the Company contained herein or in the Purchase Agreement; provided however, with regard
to the Lead Managers, the Company shall not be obligated to indemnify the Lead Manager(s) or such other person or entities under
this Section 1 to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found
in a final judgment (not subject to appeal) by a court of competent jurisdiction to have resulted primarily and directly from the
willful misconduct or gross negligence of the Lead Manager(s) in performing the services described herein, as the case may be.
The Company also agrees that no Lead Manager shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company or its security holders or creditors related to or arising out of the engagement of the Lead Manager(s) pursuant
to, or the performance by the Lead Manager(s) of the services contemplated by, this Agreement except to the extent that any loss,
claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily
from the willful misconduct or gross negligence of the Lead Manager(s).


  


2.            Promptly
after receipt by the Lead Manager(s) of notice of any claim or the commencement of any action or proceeding with respect to which
the Lead Manager(s) are entitled to indemnity hereunder, the Lead Manager(s) will notify the Company in writing of such claim or
of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will
employ counsel reasonably satisfactory to the Lead Manager(s) and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Lead Manager(s) will be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if counsel for the Lead Manager(s) reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the Company and the Lead Manager(s). In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have
the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of the Lead Manager(s), which will not be unreasonably withheld.


 






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3.            The
Company agrees to notify the Lead Manager(s) promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.


 


4.            If
for any reason the foregoing indemnity is unavailable to the Lead Manager(s) or insufficient to hold such Lead Manager(s) harmless,
then the Company shall contribute to the amount paid or payable by the Lead Manager(s), as the case may be, as a result of such
losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received
by the Company on the one hand, and the Lead Manager(s) on the other, but also the relative fault of the Company on the one hand
and the Lead Manager(s) on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable
considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above
shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action
or claim. Notwithstanding the provisions hereof, the share of the liability of the Lead Manager(s) hereunder shall not be in excess
of the amount of fees actually received, or to be received, by the Lead Manager(s) under the Agreement (excluding any amounts received
as reimbursement of expenses incurred by the Lead Manager(s) t).


 


5.            These
Indemnification Provisions shall remain in full force and effect whether or not the transactions contemplated by the Agreement
are completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under the Agreement or otherwise.


 


[The remainder of this page has
been intentionally left blank.]


 






    16


     


    

 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	UNIVEST SECURITIES, LLC
	 	 	 
	 	 	 
	 	By: 	/Edric Yi Guo/
	 	 	Name:	Edric Yi Guo
	 	 	Title:	COO and Head of Investment Banking


 


	 	Address for notice:
	 	 
	 	375 Park Avenue, Unit 1502
	 	New York, New York 10152
	 	Attention: Edric Guo 
	 	Email: 



 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	Tantech Holdings Ltd	 
	 	 	 
	By:	/Wangfeng Yan/	 
	 	Name:	Wangfeng Yan	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        c/o Tantech Holdings (Lishui) Co., Ltd.

        No. 10 Chen Shan Road, Shuige Industrial Zone

        Lishui City, Zhejiang Province 323000

        People’s Republic of China

        Attention: Wangfeng Yan, Chief Executive Officer

        Phone: +86-578-226-2305

        Email: 
	 


 


[Signature Page to Indemnification Provisions


Pursuant to November 20, 2020 Placement
Agency Agreement


by and between Univest Securities, LLC
and Tantech Holdings Ltd]


 






    17


     


    

 


SCHEDULE I


 


Schedule of Directors, Officers and
Shareholders Subject to Lock-Up:


 





 






     


     


    

 


EXHIBIT B


 


Form of Lock-Up Agreement


 


Attached