Exhibit 10.21


 


Required
account opening documentation. The Issuer shall provide the Escrow Agent with the following documents:


 


		-	The Articles of Incorporation of the Issuer



		-	By Laws of the Issuer



		-	W-9 or W-8 completed by the Issuer



		-	Copy of a valid Passport, U.S. Driver’s License and W-9 or W-8 each person executing the
Escrow Agreement.



		-	Incumbency Certificate of the Issuer’s Corporate Secretary listing each authorized signor
and specimen signatures. 



  


ESCROW AGREEMENT (PUBLIC OFFERING)


 


	 	Page 1.



 


AGREEMENT made
thisday of September 2017 by and among Imperial Garden & Resort, Inc. (the "Issuer") and the Placement
Agent whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and
Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow
Agent”).


 


WITNESSETH:


 


WHEREAS, the Issuer has filed with
the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement")
covering a proposed public offering of its securities as described on the Information Sheet;


 


WHEREAS, the Placement Agent proposes
to offer the Securities, as agent for the Issuer, for sale to the public on a "best efforts, all or none" basis with
respect to the Minimum Securities Amount and Minimum Dollar Amount and at the price per share or other unit all as set forth, on
the Information Sheet;


 


WHEREAS the Issuer and the Placement
Agent propose to establish an Escrow Account (the "Escrow Account"), to which subscription monies which are received
by the Escrow Agent from the Placement Agent in connection with such public offering are to be credited, and the Escrow Agent is
willing to establish the Escrow Account and the terms are subject to the conditions hereinafter set forth; and


 


WHEREAS, the Escrow Agent has an
agreement with JP Morgan Chase to establish a special Bank Account (the "Bank Account") into which the subscription monies,
which are received by the Escrow Agent from the Placement Agent and credited to the Escrow Account, are to be deposited;


 


NOW, THEREFORE in consideration
of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:


 


1. Information Sheet.
Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth for such term on the information
sheet which is attached to this Agreement and is incorporated by reference herein and made a pact hereof (the "Information
Sheet").


 


2. Establishment of the Bank Account.


 


2.1 The Escrow Agent shall establish a
non-interest bank account at the branch of JP Morgan Chase selected by the Escrow Agent, and bearing the designation set forth
on the Information Sheet (heretofore defined as the "Escrow Account"). The purpose of the Bank Account is for (a) the
deposit of all subscription monies (checks, or wire transfers) which are received by the Placement Agent from prospective purchasers
of the Securities and are delivered by the Placement Agent to the Escrow Agent, (b) the holding of amounts of subscription monies
which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.


 



     


     
	 	Page 2.



    

 


2.2 On or before the date of the initial
deposit in the Bank Account pursuant to this Agreement, “The Placement Agent shall notify the Escrow Agent in writing of
the Effective Date of the Registration Statement (the "Effective Date"), and the Escrow Agent shall not be required to
accept any amounts for credit to the Escrow Account or for deposit in the Bank Account prior to its receipt of such notification.


 


2.3 The Offering Period, which shall be
deemed to commence on the Effective Date, shall consist of the number of calendar days or business days set forth on the Information
Sheet. The Offering Period shall be extended by an Extension Period only if the Escrow Agent shall have received written notice
thereof at least five (5) business days prior to the expiration of the offering Period. The Extension Period, which shall be deemed
to commence on the next calendar day following the expiration of the offering Period, shall consist of the number of calendar days
or business days set forth on the Information Sheet. The last day of the Offering Period, or the last day of the Extension Period
(if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the "Termination
Date”. Except as provided in Section 4.3 hereof, after the Termination Date the Placement Agent shall not deposit, and the
Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.


 


3. Deposits to the Bank Account.


 


3.1 The Placement Agent shall promptly
deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, by noon of the next business
day following receipt of the Minimum contingency has been met, which monies shall be in the form of checks or wire transfers, provided
however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks
or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent’s receipt of such
monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to “CST&T
Imperial Garden & Resort Escrow Account.” Any check payable other than to the Escrow Agent as required hereby shall be
returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent
(together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business
day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow
Agent pursuant to the terms of this Agreement.




 


3.2 Promptly
after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account.
Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts”. The Escrow Agent shall cause
the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow
Account, the Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of
the name, address, and the tax identification number of the purchaser, the amount of Securities subscribed for by such purchase,
and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”).


 


3.3 The
Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which
are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification
number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited
in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such
payments.


 


3.4 The Escrow Agent shall not be required
to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during
the Escrow Agent's regular business hours.


 


3.5 Only those Escrow Amounts, which have
been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein
referred to as the "Fund".


 


3.6 If the proposed offering is terminated
before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance
with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.


 






     


     
	 	Page 3.



    

 


4. Disbursement from the Bank Account.


 


4.1 Subject to Section 4.3 below, if by
the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than
the Minimum Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription information submitted to the Escrow
Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received
from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or
deduction therefrom, by drawing checks on the Bank Account for the amounts of such payments and transmitting them to the purchasers.
In such event, the Escrow Agent shall promptly notify the Issuer and the Placement Agent of its distribution of the Fund.


 


4.2 Subject to Section 4.3 below, if at
any time up to the close of regular banking hours on the Termination Date, the Escrow Agent determines that the amount in the
Fund is at least equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum Securities Amount, the
Escrow Agent shall promptly notify the Issuer and the Placement Agent of such fact in writing. The Escrow Agent shall promptly
disburse the Fund, by drawing checks on the Bank Account in accordance with instructions in writing signed by both the Issuer
and the Placement Agent as to the disbursement of the Fund, promptly after it receives such instructions.


 


4.3 [This provision applies only if a Collection
Period has been provided for by the appropriate indication on the Information Sheet.] If the Escrow Agent or the Placement Agent
has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the
amount in the Fund to the Minimum Dollar Amount, and result in the Fund represent the sale of the Minimum Securities Amount, the
Collection Period (consisting of the number of business days set forth on the Information Sheet) shall be utilized to allow such
uncollected amounts to clear the banking system. During the Collection Period, the Placement Agent (and the Issuer) shall not deposit
and the Escrow Agent shall not accept, any additional amounts; provided, however, that such amounts as were received by the Placement
Agent (or the Issuer) by the close of business on the Termination Date may be deposited with the Escrow Agent by noon of the next
business day following the Termination Date. If, at the close of business on the last day of the Collection Period, an amount sufficient
to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum
Securities Amount shall not have cleared the banking system, the Escrow Agent shall promptly notify the Issuer and the Placement
Agent in writing of such fact and shall promptly return all amounts then in the Fund, and any amounts which thereafter clear the
banking system to the prospective purchasers as provided in Section 4.2 hereof.


 


4.4 Upon disbursement of the Fund pursuant
to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability
under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the
Escrow Agent exceed the amount of the Fund.


 


5. Rights, Duties and Responsibilities
of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:


 


5.1 The Escrow Agent shall notify the Placement
Agent, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the
Fund, which have cleared the banking system and have been collected by the Escrow Agent.


 


5.2 The Escrow Agent shall not be responsible
for or be required to enforce any of the terms or conditions of the selling agency agreement or any other agreement between the
Placement Agent and the Issuer nor shall the Escrow Agent be responsible for the performance by the Placement Agent or the Issuer
of their respective obligations under this Agreement.


 


5.3 The Escrow Agent shall not be required
to accept from the Placement Agent (or the Issuer) any Subscription Information pertaining to prospective purchasers unless such
Subscription Information is accompanied by checks, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow
Agent be required to keep records of any information with respect to payments deposited by the Placement Agent (or the Issuer)
except as to the amount of such payments; however, the Escrow Agent shall notify the Placement Agent within a reasonable time of
any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith.
Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.


 






     


     
	 	Page 4.



    

 


5.4 The Escrow Agent shall be under no
duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time,
shall return to the Placement Agent any check received which is dishonored, together with the Subscription Information, if any,
which accompanied such check.


 


5.5 The Escrow Agent shall be entitled
to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate,
signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity
of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to
the authority, capacity, existence or identity or any person purporting to give any such notice or instructions or to execute any
such certificate, instrument or other document.


 


5.6 If the Escrow Agent is uncertain
as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or
the Fund which, in its sole determination, are in conflict either with other, instructions received by it or with any
provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank
Account pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or
courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other
Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding
to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any court,
the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.


 


5.7 The Escrow Agent shall not be liable
for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in
the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing
and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.


 


5.8 The Escrow Agent shall have no responsibility
at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to
file any statement under the Uniform Commercial Code with respect to the Fund or any part thereof.


 


6. Amendment; Resignation. This
Agreement may be altered or amended only with the written consent of the Issuer, the Placement Agent and the Escrow Agent. The
Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Placement Agent. Should
the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise
dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system
and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time
(a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor
escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the Placement Agent and such successor escrow
agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously
paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed
by the Issuer, the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly refund the amount
in the Fund to each prospective purchaser without interest thereon or deduction therefrom, and the resigning Escrow Agent shall
promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either
case, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. Without
limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the
Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent
or distribution of the Fund pursuant to this Section 6.


 


7. Representations and Warranties.
The issuer and the Placement Agent hereby jointly and severally represent and warrant to the Escrow Agent that:


 


7.1 No party other than the parties hereto
and the prospective purchasers have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Fund or any
part thereof.


 


7.2 No financing statement under the Uniform
Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or Generally)
the Escrow Amounts or the Fund or any part thereof.


  


7.3 The Subscription information submitted
with each deposit shall, at the time of submission and at the time of disbursement of the Fund, be deemed a representation and
warranty that such deposit represents a bona fide payment by the purchaser described therein for the amount of securities in such
described as Subscription Information.


 






     


     
	 	Page 5.



    

 


7.4 All of the information contained in
the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement of the Fund, true and correct.


 


7.5 Reasonable controls have been established
and required due diligence performed to comply with “Know Your Customer” regulations, USA Patriot Act, Office of the
Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.


 


8. Fees and Expenses. The Escrow
Agent shall be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein. In addition,
the Issuer and the Placement Agent jointly and severally agree to reimburse the Escrow Agent for any reasonable expenses incurred
in connection with this Agreement, including, but not limited to, reasonable counsel fees. Upon receipt of the Minimum Dollar
Amount, the Escrow Agent shall have a lien upon the Fund to the extent of its fees for services as Escrow Agent.


 


9. Indemnification and Contribution.


 


9.1 The Issuer and the Placement Agent
(collectively referred to as the "Indemnitors") jointly and severally agree to indemnify the Escrow Agent and its officers,
directors, employees, agents and shareholders (collectively referred to as the " Indemnitees") against, and hold them
harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees,
which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising
out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or
proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.


 


9.2 If the indemnification provided for
in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall contribute such amounts as are
just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages
and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount
paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the
Indemnitors.


 


9.3 The provisions of this Article 9 shall
survive any termination of this Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent or otherwise.


 


10. Governing Law and Assignment.
This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall be binding upon
the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party
of its rights under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent
unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing
to such assignment or transfer.


 


11. Notices. All notices required
to be given in connection with this Agreement shall be sent by registered or certified mail, return receipt requested, or by hand
delivery with receipt acknowledged, or by the Express Mail service offered by the United States Post Office, and addressed, if
to the Issuer or the Placement Agent, at their respective addresses set forth on the Information Sheet, and if to the Escrow Agent,
at its address set forth above, to the attention of the Trust Department.


 


12. Severability. If any provision
of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable,
the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to
which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.


 


13. Execution in Several Counterparts.
This Agreement may be executed in several counterparts or by separate instruments, and all of such counterparts and instruments
shall constitute one agreement, binding on all of the parties hereto.


 


14. Entire Agreement. This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings (written or oral) of the parties in connection therewith.


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the day and year first above written.


 





	THE ISSUER	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	Imperial Garden & Resort, Inc.	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	By: 	 	 
	 	Name: Fun-Ming Lo	 	 	Name:	 
	 	Title: Chairman	 	 	Title:	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	THE UNDERWRITER

                    Network 1 Financial Securities, Inc.


	 	 	 	 
	 	 	 	 	 	 
	By: 		 	 	 	 
	 	Name: Jian (Steven) Sun	 	 	 	 
	 	Titie: Executive Director	 	 	 	 




 







     


     


    

 


EXHIBIT A


 


ESCROW AGREEMENT INFORMATION SHEET


 


		1.	The Issuer



Name: Imperial Garden & Resort, Inc.


Address: 106 Zhouzi Street, 4th Floor, 4E


Neihu District, Taipei, Taiwan (Republic
of China) 11493


 


Tax Identification Number: ___________________


 


		2.	The Placement Agent



Name: Network 1 Financial Securities, Inc.


Address: 2 Bridge Avenue, Suite 241


Red Bank, NJ 07701


 


		3.	The Securities



Description of the Securities to be offered: Up to
10,000,000 ordinary shares of Issuer




 


		4.	Minimum Amounts and Conditions Required for Disbursement
of the Escrow Account



Aggregate dollar amount which must be collected
before the Escrow Account may be disbursed to the Issuer: $15,000,000


 


		5.	Plan of Distribution of the Securities



Initial Offering Period: Through 120 days
after the effectiveness of the Registration Statement or an earlier Closing when the Minimum Dollar Amount is raised


 


Extension Period, if any: At Discretion
of Company


 


		6.	Title of Escrow Account



“CST&T
AAF Imperial Garden & Resort”


 


		7.	Escrow Agent Fees and Charges



$2,750: $1250.00 payable at signing
of the Escrow Agreement, plus $1,500.00 prior to the Closing. (Note: $250.00 online "view only" access to the bank
account is included). A fee of $500 will be payable for document review services related to each amendment to the Escrow Agreement.
In addition, the Escrow Agent shall be paid a fee of $500.00 for each additional closing. Should the Escrow Agent continue for
more than one year, the Escrow Agent shall receive a fee of $600.00 per month, or any portion thereof, payable in advance or the
first business day of the month.


 


 


Distribution charges:


$10.00 per check


$50.00 per wire


$100.00 per check returned (NSF) check


$100.00 lost check replacement fee