Exhibit 10.14


 


SUBSCRIPTION ESCROW AGREEMENT


 


THIS SUBSCRIPTION ESCROW AGREEMENT (this
"Escrow Agreement”), dated as of July 23rd 2015, is entered into by and among General Agriculture Corp. (the
"Company"), Spartan Securities Group Ltd. (the "Underwriter") and Wilmington Trust, National Association, as
escrow agent (the "Escrow Agent").


 


WHEREAS, the Company and the Underwriter
intend to enter into an Underwriting Agreement, the form of which is filed with the Securities and Exchange Commission as an exhibit
to Amendment No. 2 to the registration statement on Form S-1 (File No. 333-200292) (as amended, the “Registration Statement”),
pursuant to which the Underwriter is authorized to solicit and collect subscription funds on behalf of the Company.


 


WHEREAS, the Company intends to
raise cash funds from investors (the “Investors”) pursuant to a best-efforts public offering (the “Offering”)
of not less than 800,000 (the "Minimum Amount") shares of the Company’s common stock, par value $0.0001 (“Common
Stock”), nor more than 2,000,000 of shares of Common Stock of the Company (the "Securities").


 


WHEREAS, the Company and the Underwriter
desire to deposit funds contributed by the Investors with the Escrow Agent, to be held for the benefit of the Investors and the
Company until such time as subscriptions for no less than the Minimum Amount of the Securities have been deposited into escrow
and the Offering is closed, in accordance with the terms of this Escrow Agreement.


 


WHEREAS, the Escrow Agent is willing
to accept appointment as escrow agent upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises set forth above and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:


 


1.           Escrow of Investor Funds.


 


(a)          On
or before the commencement of the Offering, the Company shall establish an escrow account with the Escrow Agent (the “Escrow
Account”). All funds received from Investors in payment for the Securities (“Investor Funds”) will be delivered
(i) by Investors directly to the Escrow Agent or (ii) to the Escrow Agent within one (1) business day following the day upon which
such Investor Funds are received by the Company or the Underwriter, and, in each case, shall, upon receipt of good and collected
funds by the Escrow Agent, be retained in the Escrow Account by the Escrow Agent and left uninvested. During the term of this Escrow
Agreement, the Company and the Underwriter shall require all investor checks for payment for the Securities to be made payable
to Wilmington Trust N.A., as Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. No
investor checks shall be made payable to the Company, Underwriter or any other entity until the minimum contingency occurs. All
checks shall be delivered with a subscription agreement to Wilmington Trust N.A., Attention: Deborah Daniello, Vice President,
Senior Relationship Manager global Capital Markets, 280 Congress Street, Suite 1300, Boston, MA 02210. Upon receipt of any subscription
agreement from an Investor together with Investor Funds, Escrow Agent will, within two (2) business days deliver such subscription
agreement to the Underwriter. Escrow Agent shall return to any Investor any check not accompanied by a subscription agreement and
any subscription agreement not accompanied by a check.


 




     


     


    

 


(b)          Escrow
Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected
funds. In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented
thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs
incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall
be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the
right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary
to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.


 


2.           Identity of Investors. A
copy of the Offering document is attached as Exhibit A to this Escrow Agreement. The Company or the Underwriter shall furnish
to the Escrow Agent with each delivery of Investor Funds, a list of the Investors who have paid for the Securities showing the
name, address, tax identification number (if a U.S. citizen), amount of Securities subscribed for and the amount paid and deposited
with the Escrow Agent. This information comprising the identity of Investors shall be provided to the Escrow Agent in the format
set forth on Exhibit B to this Escrow Agreement (the “List of Investors”). Within one (1) business day after
delivery of subscription agreements to the Underwriter by the Escrow Agent, the Underwriter shall update the List of Investors
with information of any such Investors and deliver the updated List of Investors to the Company and the Escrow Agent. All Investor
Funds so deposited shall not be subject to any liens or charges by the Company, the Underwriter or the Escrow Agent, or judgments
or creditors’ claims against the Company, until released to the Company as hereinafter provided. The Company understands
and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall
become the property of the Company except when released to the Company pursuant to Section 3 of this Escrow Agreement. The Company,
the Underwriter and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required
to accept any Investor Funds provided by the Company or Underwriter which are not accompanied by the information on the List of
Investors.


 




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3.           Disbursement of Funds. 


 


(a)          In
the event the Escrow Agent receives written notice from the Company or the Underwriter that the Company or Underwriter has rejected
an Investor’s subscription, the Escrow Agent shall pay to the applicable Investor, within ten (10) business days after receiving
notice of the rejection, by first class United States Mail at the address appearing on the List of Investors, or at such other
address or fed wire instructions as are furnished to the Escrow Agent by the Investor or Underwriter in writing, all collected
sums paid by the Investor for Securities and received by the Escrow Agent.


 


(b)          Once
the Escrow Agent is in receipt of good and collected Investor Funds totaling at least the Minimum Amount, the Escrow Agent shall
notify the Company and Underwriter of the same in writing. If the Minimum Amount or more is received into the Escrow Account at
any time before the Offering Termination Date, then the Escrow Agent shall pay out the Investor Funds when and as directed in writing
by the Company and Underwriter. The “Offering Termination Date” means 180 days from the registration effective date
of the Registration Statement.


 


(c)          If
(i) the Minimum Amount has not been received by the Escrow Agent before the Offering Termination Date, (ii) the Escrow Agent receives
written notice from the Company and the Underwriter stating that the Offering has been abandoned, or (iii) the Escrow Agent receives
written notice from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar
order has been issued with respect to the Offering, the Escrow Agent shall promptly refund to each Investor by first class United
States mail at the address appearing on the List of Investors, or at such other address or fed wire instructions as are furnished
to the Escrow Agent by the Investor or Underwriter in writing, all sums paid by the Investor for Securities and received by the
Escrow Agent, and shall then notify the Company and Underwriter in writing of such refunds.


 


4.           Term
of Escrow. This Escrow Agreement shall terminate upon the disbursement of all funds in the Escrow Account pursuant to Section
3(b) or Section 3(c) above (except with respect to provisions hereof which are specifically intended to survive such termination).


 


5.           Duty and Limitation on Liability
of the Escrow Agent. 


 


(a)          The
Escrow Agent’s rights and responsibilities shall be governed solely by this Escrow Agreement. Neither the Offering document,
nor any other agreement or document shall govern the Escrow Agent even if such other agreement or document is referred to herein,
is deposited with, or is otherwise known to, the Escrow Agent.


 


(b)          The
Escrow Agent shall be under no duty to determine whether the Company or the Underwriter is complying with the requirements of the
Offering or applicable securities or other laws in tendering the Investor Funds to the Escrow Agent. The Escrow Agent shall not
be responsible for, or be required to enforce, any of the terms or conditions of any Offering document or other agreement between
the Company or the Underwriter and any other party.


 




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(c)          The
Escrow Agent may conclusively rely upon and shall be fully protected in acting upon any statement, certificate, notice, request,
consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or
other document. Upon or before the execution of this Escrow Agreement, the Company and the Underwriter shall deliver to the Escrow
Agent authorized signers’ lists in the form of Exhibit C-1 and Exhibit C-2 to this Escrow Agreement.


 


(d)          The
Escrow Agent shall be under no obligation to institute and/or defend any action, suit or proceeding in connection with this Escrow
Agreement unless first indemnified to its satisfaction.


 


(e)          The
Escrow Agent may consult counsel of its own choice with respect to any question arising under this Escrow Agreement and the Escrow
Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel.


 


(f)          The
Escrow Agent shall not be liable for any action taken or omitted by it except to the extent that a court of competent jurisdiction
determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss.


 


(g)          The
Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to
any person by reason of this Escrow Agreement, except as otherwise explicitly set forth in this Escrow Agreement, and no implied
duties, covenants or obligations, fiduciary or otherwise, shall be read into this Escrow Agreement against the Escrow Agent. 


 


(h)          In
the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person,
including any Investor, resulting in adverse or conflicting claims or demands being made in connection with the matters covered
by this Escrow Agreement, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow
Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long
as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any
way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting
until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction,
or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the
Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow
Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction and the
Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies.


 




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(i)          In
the event that any controversy should arise with respect to this Escrow Agreement, the Escrow Agent shall have the right, at its
option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties.


 


(j)          In
no event shall the Escrow Agent be liable, directly or indirectly, for any special, indirect or consequential losses or damages
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. 


 


(k)          The
parties agree that the Escrow Agent had no role in the preparation of the Offering documents, has not reviewed any such documents,
and makes no representations or warranties with respect to the information contained therein or omitted therefrom.


 


(l)          The
Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure
or tax laws concerning the Offering documents or the issuance, offering or sale of the Securities.


 


(m)          The
Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred to the
Company, that being the sole obligation and responsibility of the Company.


 


(n)          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, computer (hardware or software) 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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6.           Escrow Agent's Fee. The Escrow
Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit D, which
compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation
for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions
for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any material 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
relating to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such
extraordinary services and reimbursed for all costs and expenses, including attorney’s fees and expenses, occasioned by any
delay, controversy, litigation or event, and the same shall be paid by the Company. The Company’s obligations under this
Section 6 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Escrow Agreement.


 


7.           Notices. All notices, requests,
demands, and other communications under this Escrow Agreement shall be in writing and shall be deemed to have been duly given (a)
on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent
by facsimile to the facsimile number given below, with written confirmation of receipt, (c) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the
fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed, return receipt requested, to the party as follows:


 


If to the Company:


 


General Agriculture Corporation


Room 801, Plaza B, Yonghe Building


No. 28 AnDingMen East Street


Dongcheng District


Beijing, China 100007


Fax No.: 86-10-6409-7026


 


With a copy to:


 


Bernard & Yam,
LLP


Attn: Man Yam, Esq.


140-75 Ash Avenue,
Suite 2D


Flushing, NY 11355


Phone: 2122197783


Fax: 2122193604


 


If to Underwriter:


 


Spartan Securities Group, Ltd.


15500 Roosevelt Boulevard, Suite 301


St. Petersburg, FL 33701


Phone. 727-502-0508


Fax No. 727-502-0858


 




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If to Escrow Agent:


 


Wilmington Trust, National Association


Institutional Client Services


280 Congress Street, Suite 1300


Boston, MA 02210


Phone: 617-457-2020


Facsimile: 617-457-2001


 


Any party may change its address for purposes
of this section by giving the other party written notice of the new address in the manner set forth above.


 


8.           Indemnification of Escrow Agent.
The Company and the Underwriter hereby jointly and severally indemnify, defend and hold harmless the Escrow Agent from and
against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses,
which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising
out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss,
liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by
the willful misconduct of the Escrow Agent. The terms of this Section 8 shall survive the assignment or termination of this Escrow
Agreement and the resignation or removal of the Escrow Agent.


 


9.           Resignation. The Escrow Agent
may resign upon thirty (30) days’ advance written notice to the Company and the Underwriter. If a successor escrow agent
is not appointed within the thirty (30) day period following such notice, the Escrow Agent may petition any court of competent
jurisdiction to name a successor escrow agent or interplead the Investor Funds with such court, whereupon the Escrow Agent’s
duties hereunder shall terminate.


 


10.        Successors
and Assigns. Except as otherwise provided in this Escrow Agreement, no party hereto shall assign this Escrow Agreement or any
rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment
without such prior written consent shall be void and of no force and effect. This Escrow Agreement shall inure to the benefit of
and shall be binding upon the successors and permitted assigns of the parties hereto. 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 in whole or in part, 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 any further act.


 




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11.        Governing
Law; Jurisdiction. This Escrow Agreement shall be construed, performed, and enforced in accordance with, and governed by, the
internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.


 


12.        Severability.
In the event that any part of this Escrow Agreement is declared by any court or other judicial or administrative body to be
null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions
of this Escrow Agreement shall remain in full force and effect.


 


13.        Amendments;
Waivers. This Escrow Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or
conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation,
or warranty contained in this Escrow Agreement, in any one or more instances, shall not be deemed to be nor construed as further
or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty
of this Escrow Agreement. The Company and the Underwriter agree that any requested waiver, modification or amendment of this Escrow
Agreement shall be consistent with the terms of the Offering.


 


14.        Entire
Agreement. This Escrow Agreement contains the entire understanding among the parties hereto with respect to the escrow contemplated
hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to
such escrow.


 


15.        References
to Escrow Agent. No printed or other matter in any language (including, without limitation, the Offering document, any supplement
or amendment relating thereto, notices, reports and promotional material) which mentions the Escrow Agent’s name or the rights,
powers, or duties of the Escrow Agent shall be issued by the Company or the Underwriter, or on the Company’s or Underwriter’s
behalf unless the Escrow Agent shall first have given its specific written consent thereto.


 


16.        Section
Headings. The section headings in this Escrow Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Escrow Agreement.


 


17.        Counterparts.
This Escrow Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute
the same instrument.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK]


 




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IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Agreement to be executed the day and year first set forth above.


 


	General Agriculture Corporation	 
	 	 	 
	By:	/s/ Xingping Hou	 
	Its:	CEO	 
	 	 	 
	Spartan Securities Group, Ltd.	 
	 	 	 
	By:	/s/ David Lopez	 
	Its:	CCO	 
	 	 	 
	Wilmington Trust, National Association, as Escrow Agent	 
	 	 	 
	By:	/s/ William Cardozo	 
	Its:	Vice President	 
	Date:	 	 


 




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Exhibit
A


 


Copy
of Offering document


 




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Exhibit
B


 


List of Investors


 


Pursuant to the Escrow
Agreement dated __________ by and between General Agriculture Corp., (the “Company”), Spartan Securities Group Ltd,
(the "Underwriter") and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), the
Company and the Underwriter hereby certify that the following Investors have paid money for the purchase of ____________ (the “Securities”),
and the money has been deposited with the Escrow Agent:


 


		1.	Name of Investor



Address


Tax Identification Number


Amount of Securities subscribed
for


Amount of money paid and deposited
with Escrow Agent


 


		2.	Name of Investor



Address


Tax Identification Number


Amount of Securities subscribed
for


Amount of money paid and deposited
with Escrow Agent


 


	Company:	 	 
	By:	 	 	 
	Its:	 	 	 
	Date:	 	 	 
	 	 	 
	Underwriter:	 	 
	By:	 	 	 
	Its:	 	 	 
	Date:	 	 	 




 




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EXHIBIT C-1


 


Certificate
as to Authorized Signatures


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as authorized representatives of [COMPANY] and are authorized
to initiate and approve transactions of all types for the escrow account or accounts established under the Escrow Agreement to
which this Exhibit C-1 is attached, on behalf of [COMPANY].


 


	Name / Title	 	Specimen Signature
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 


 




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EXHIBIT C-2


 


Certificate
as to Authorized Signatures


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as authorized representatives of Spartan Securities Group Ltd.
“UNDERWRITER” and are authorized to initiate and approve transactions of all types for the escrow account or accounts
established under the Escrow Agreement to which this Exhibit C-2 is attached, on behalf of UNDERWRITER.


 


	Name / Title	 	Specimen Signature
	 	 	 
	David Lopez	 	 
	Name	 	Signature
	 	 	 
	CCO	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 


 




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Exhibit
D


 


Fee
Schedule


 


Escrow Agent Services


General Agriculture Corporation


 


	Acceptance Fee:	Waived 


 


Initial Fees as they relate to Wilmington Trust acting in the
capacity of Escrow Agent – includes review of the Escrow Agent Agreement; acceptance of the Escrow Agent appointment; setting
up of Escrow Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow Agent Account(s).
Acceptance Fee payable at time of Escrow Agreement execution 


 


Escrow Agent Administration Fee


 


$5,000, payable at closing


 


For ordinary administrative services by Escrow Agent –
includes daily routine account management; investment transactions; cash transaction processing (including wire and check processing);
monitoring claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; and mailing of trust
account statements to all applicable parties.


 


Wilmington Trust’s bid is based on the following
assumptions:


 


		·	Number of Escrow Accounts to be established: One (1)



 


		·	Funds will be uninvested



 


		·	Estimated term of escrow: 30-90 days



 


		·	Estimated capital raise: Approximately $4-$20 million



 


		·	Assumes between 10-20 wires



 


	Out-of-Pocket Expenses:	If any, Billed At Cost


 


Rob Weiss


Vice President


Wilmington Trust, N.A.


(443) 388-0660


rweiss@wilmingtontrust.com


 




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