Exhibit 10.10


 


INDEMNIFICATION ESCROW AGREEMENT


 


THIS INDEMNIFICATION ESCROW AGREEMENT (this
“Agreement”) dated as of [●], 2020 is entered into by and among Oriental Culture Holding LTD (the “Company”),
ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS, the Company is offering (the “Offering”)
on a firm commitment basis [●] ordinary shares of the Company, par value $0.00005 per share (plus up to [●] ordinary
shares that the underwriters in the Offering have the option to purchase, and such further ordinary shares as may be registered
pursuant to Rule 462), at an offering price of $[●] per share;


 


WHEREAS, the Company and the Underwriter
expect that the Offering will close on or before the close of business on [●], 2020 (the “Closing Date”);


 


WHEREAS, upon the closing of the Offering,
the Company has agreed to deposit an aggregate amount of Six Hundred Thousand Dollars ($600,000) (the “Escrowed Funds”)
from the proceeds of the Offering to be received by the Company with the Escrow Agent in an interest bearing escrow account, to
be held, invested and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement; and


 


WHEREAS, the Escrow Agent is willing to
hold the Escrowed Funds and Investment Gain Funds (as such term is defined in Section 3(d)(v) below) in escrow pursuant
to and subject to the terms and conditions of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual promises herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Appointment
of Escrow Agent. The Company and the Underwriter hereby appoint the Escrow Agent as escrow agent in accordance with the terms
and subject to the conditions set forth herein and the Escrow Agent hereby accepts such appointment.


 


2. Delivery
of the Escrowed Funds. Upon the closing of the Offering, the Escrowed Funds shall be delivered on behalf of the Company to
the Escrow Agent, as escrow agent, into an interest bearing escrow account maintained by the Escrow Agent (the “Escrow
Account”) by wire transfer in accordance with the wire transfer instructions set forth on Schedule A hereto. Such
Escrow Account shall bear interest at such rates as provided from time to time by the bank account in which the Escrow Funds are
deposited. In no event shall the aggregate amount of Escrowed Funds delivered to the Escrow Account be less than Six Hundred Thousand
Dollars ($600,000).


 






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3. Escrow
Agent to Hold and Disburse the Escrowed Funds and Investment Gain Funds. The Escrow Agent will retain the Escrowed Funds and
Investment Gain Funds in an escrow account and disburse the Escrowed Funds and Investment Gain Funds pursuant to the terms of this
Agreement, as follows:


 


a. The
Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $600,000 of the indemnification obligations
of the Company, with respect to the Escrowed Funds, pursuant to and in accordance with Sections 2 and 6 of the Underwriting Agreement
dated [●], 2020 by and between the Company and the Underwriter (the “Underwriting Agreement”), for a period
of 24 months from the closing of the Offering. Disbursement of such Escrowed Funds and Investment Gain Funds shall be determined
by an independent third-party trustee (who shall have the requisite experience determining indemnification claims), to be chosen
by mutual written consent of the Company and the Underwriter. If the Company and the Underwriter are unable to agree on such trustee
within 30 days upon a written claim for indemnification by the Underwriter, such trustee shall be a single arbitrator (with the
requisite experience in determining indemnification claims) selected by the American Arbitration Association’s Miami, Florida
office.


 


b. Notwithstanding
the last sentence of the prior paragraph, in the event that any litigation or proceeding arising out of any matter in connection
with the Offering in connection to the Underwriter acting in its capacity as underwriter (which matter would be covered by the
Company’s indemnification obligations under the Underwriting Agreement) occurring or threatened within 24 months following
the Closing Date and in which the Company, the Underwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such
litigation or proceeding, the Underwriter and the Company hereby authorize the Escrow Agent, at the Underwriter’s sole instruction
upon the Underwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed
Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Underwriter
in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility
with regard thereto to the extent determined by any such court. The Company and the Underwriter further hereby authorize the Escrow
Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation in its capacity as escrow
agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement
or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds
with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder
to the parties from which they were received to the extent determined by such court.


 


c. In
all instances, if either (i) no claim for indemnity is made by the Underwriter during the 24-month period from the closing of the
Offering or (ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement,
as the case may be) of Escrowed Funds by the conclusion of the 24-month period from the closing of the Offering, the Escrow Agent
shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed
Funds (including any Investment Gain Funds) then held by wire transfer of immediately available funds to an account designated
by the Company.


 


d. Upon
written instruction of the Company, with written acknowledgement by the Underwriter, the Escrow Agent may invest the Escrowed Funds
during the term of the Agreement at the sole cost and expense of the Company as follows:


 


i. The
Escrowed Funds may be invested in issuers listed on U.S. national securities exchanges; provided that (1) no investments may be
made in the Company’s securities; (2) no more than 5% of the Escrowed Funds may be invested in one issuer; (3) no more than
15% of the Escrowed Funds may be invested in issuers that have: (A) a market capitalization of less than $1.0 billion; (B) been
public for less than two years; and (C) less than $1.0 million in average daily volume for the 30 days preceding such investment,
and (4) written approval from the Company on the securities and amount to be invested in each issuer prior to such investment.
No portion of the Escrowed Funds shall be invested in any entity which is being underwritten or financed by the Underwriter, or
in a company for which the Underwriter has acted as an investment banker at any time during the eight (8) months prior to such
investment.


 


ii. In
the event the aggregate value of the Escrowed Funds plus the Investment Gain Funds in the Escrow Account decreases to less than
81% of the original amount ($600,000) of Escrowed Funds (“Minimum Equity”) for more than 20 consecutive trading
days, the Company shall promptly (but no later than 10 calendar days following the 20 consecutive trading days following such decrease
of less than 81%) add funds to the Escrow Account to maintain the Minimum Equity.


 






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iii. Upon
the Escrow Account reaching Minimum Equity, the Company may not use Escrowed Funds, and the Escrow Agent shall not direct such
use, to make new investments until the Escrow Account balance is above the Minimum Equity amount.


 


iv. Upon
request from the Company, the Escrow Agent shall establish a brokerage account in the Company’s name with any FINRA registered
broker-dealer (but not necessarily the Underwriter) chosen by the Company and reasonably satisfactory to the Underwriter (the “Escrow
Broker”). All proposed transactions will be submitted by the Company in writing to the Underwriter with a confirmation
by the Company that such transaction(s) meet the criteria set forth in Sections 3(d)(i)-(iii). The Underwriter will have
two business days after receipt to review the submission. Unless the Underwriter disagrees in writing that the transaction(s) meet
the criteria set forth in Sections 3(d)(i)-(iii) prior to the end of the second business day after receipt of the written
submission by the Company, the Company may submit the transaction request to the Escrow Agent for submission to the Escrow Broker
with a copy to the Underwriter. The Escrow Agent shall instruct the Escrow Broker to submit confirmations of all transactions to
the Escrow Agent, the Company and the Underwriter.


 


v. All
income derived from the interest paid by the bank holding Escrow Account funds and all realized gains from the investments made
pursuant to this Section 3(d) in excess of the Escrowed Funds (“Investment Gain Funds”) shall be disbursed
to the Company as set forth in Section 3(a) above, provided that to the extent Investment Gain Funds exceed $50,000 in excess
of the Minimum Equity, the Company shall be permitted to request a disbursement of such excess funds in an amount of no less than
$50,000 on each March 31, June 30, September 30 or December 31 of any year during the term of this Agreement and prior to the expiration
of the 24 month period set forth in Section 3(a) and the Escrow Agent shall use its best efforts to make such disbursement
within 30 days of receipt of the request from the Company.


 


vi. The
Escrow Agent shall use its best efforts to arrange for the Company to receive regular statements, no less than monthly, (x) from
the banking institution holding the Escrow Account Funds, (y) from the Escrow Broker, and from other parties as may be required,
to show Escrow Account cash balances and investment activity for each month, as well as starting and ending totals for the Escrowed
Funds and Investment Gain Funds.


 


4. Exculpation
and Indemnification of Escrow Agent.


 


a. The
Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have
no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery
to be made other than as set forth herein, or to enforce any obligation of any person to perform any other act. The Escrow Agent
shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto
or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations
under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to
the Escrow Agent by the Company and the Underwriter relating to the Escrowed Funds, the Escrow Agent shall not be obligated to
recognize any agreement between or among any of the Company and the Underwriter, notwithstanding that references thereto may be
made herein and the Escrow Agent has knowledge thereof.


 


b. The
Escrow Agent shall not be liable to the Company, the Underwriter, or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained), which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented
by the proper party or parties hereunder. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by
written notice delivered to the Escrow Agent signed by the proper party or parties hereunder and, if the duties or rights of the
Escrow Agent are affected, unless it shall give its prior written consent thereto.


 






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c. The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness
of, any document or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any
lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the Company,
the Underwriter, or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering
or purporting to execute or deliver any document or property or this Agreement. Except as otherwise set forth herein, the Escrow
Agent shall have no responsibility with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.


 


d. The
Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper party or parties
hereunder, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or
has not occurred, without incurring liability to the Company, the Underwriter, or to anyone else for any action taken or omitted
to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 


e. To
the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of the Investment
Gain Funds, or any payment made hereunder (but not for taxes on the Escrow Fee (as defined below) paid to the Escrow Agent), the
Escrow Agent may pay such taxes from the Escrowed Funds; and the Escrow Agent may withhold from any payment of the Escrowed Funds
and Investment Gain Funds such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not
yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless against any liability
for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section
4(f).


 


f. The
Escrow Agent will be indemnified and held harmless by the Company and the Underwriter from and against all expenses, including
all counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving
any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this
Agreement, the services of the Escrow Agent hereunder, or the monies or other property held by it hereunder, except for claims
relating to gross negligence or reckless misconduct by the Escrow Agent or breach of this Agreement by the Escrow Agent. Promptly,
but no later than 10 business days, after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made by the Escrow Agent against
the Company, notify the Company and the Underwriter in writing, but the failure by the Escrow Agent to give such notice shall not
relieve the Company from any liability which the Company may have to the Escrow Agent hereunder, unless the failure of the Escrow
Agent to give such notice prejudices or otherwise impairs the Company’s ability to defend any demand, claim, action, suit
or proceeding. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may retain and hold,
for such time as it deems necessary, such amount of monies or property, in an aggregate amount not to exceed the Escrowed Funds,
as it shall, from time to time, reasonably deem sufficient to indemnify itself for any such loss or expense.


 






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g. For
purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand
or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the
Escrow Agent, and all costs and expenses, including, but not limited to, counsel fees and disbursements, paid or incurred in investigating
or defending against any such claim, demand, action, suit or proceeding.


 


5. Indemnification
Obligations. The indemnification obligations of the Company to the Underwriter, for which the Escrowed Funds are to be applied
when and if required by the terms thereof, are set forth in Section 6 of the Underwriting Agreement, to which reference is made.
No provision of this Agreement shall be deemed to override or supersede the provisions of such Section 6.


 


6. Termination
of Agreement and Resignation of Escrow Agent.


 


a. This
Agreement shall terminate upon disbursement of all of the Escrowed Funds and Investment Gain Funds provided that the rights of
the Escrow Agent and the obligations of the Company and the Underwriter under Section 4 shall survive the termination hereof.


 


b. The
Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Underwriter
at least 15 business days’ written notice thereof (the “Notice Period”). As soon as practicable after
its resignation, the Escrow Agent shall, if it receives notice from the Company and the Underwriter within the Notice Period, turn
over to a successor escrow agent appointed by the Company and the Underwriter all Escrowed Funds and Investment Gain Funds (less
such amount as the Escrow Agent is entitled to continue to retain and hold in escrow pursuant to Section 4(e) and Section
4(f)) upon presentation of the executed documentation appointing the new escrow agent and its acceptance thereof. If no new
escrow agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds and Investment Gain Funds
to the Company without deduction.


 


7. Form
of Payments by Escrow Agent.


 


a. Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of this Agreement shall be made by wire transfer of immediately
available funds unless directed to be made by check by the Underwriter and/or Company, as applicable.


 


b. All
amounts referred to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.


 


8. Compensation.
Escrow Agent shall be entitled to $12,500 as compensation (the “Escrow Fee”) for its services rendered under
this Agreement, which amount shall be delivered by the Company to an account designated by the Escrow Agent on the same date when
the Escrowed Funds are delivered into the Escrow Account and which shall be deemed earned in full upon payment. The Company shall
also reimburse the Escrow Agent for any pre-approved expenses incurred or made by the Escrow Agent in performance of its duties
hereunder.


 






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9. Notices.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or
by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and
shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail
return receipt requested, on the business day of such delivery (as evidenced by the signed certified mail card), (iii) if delivered
by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt
of the overnight courier service of recognized standing), (iv) if delivered by facsimile transmission, on the business day of such
delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day
(as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine), or (v) if delivered
by email on the business day of such delivery (as evidenced by delivery confirmation). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance
with this Section 9), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such
notices, demands, consents, requests, instructions and other communications will be sent to addresses or facsimile numbers as applicable
set forth hereunder.


 


If to the Company, to:


 


Oriental Culture Holding LTD


No. 2, Youzishan Road, Dongba Street


Gaochun District, Nanjing City


Jiangsu Province 210000


People’s Republic of China


Attention: Lijia (Fiona) Ni, Chief Financial
Officer


Email: fionani@qq.com


 


with a copy to (which shall not constitute
notice):


 


FisherBroyles, LLP 


1200 G Street NW, Suite 800


Washington, D.C. 20005


Attention: Jeffrey Li, Esq.


Email: Jeffrey.Li@fisherbroyles.com


Facsimile: (202) 830-5905


  


If to the Underwriter, to:


 


ViewTrade Securities, Inc.


7280 West Palmetto Park Road, Suite 310


Boca Raton, FL 33433


Attention: Douglas Aguililla, Director,
Investment Banking


Email: dougagui@viewtrade.com


Facsimile: (561) 620-0302


 


with a copy to (which shall not constitute
notice):


 


K&L Gates LLP


Southeast Financial Center, Suite 3900


200 South Biscayne Boulevard


Miami, Florida 33131-2399


Attention: Clayton E. Parker, Esq.


Email: Clayton.Parker@klgates.com


Facsimile: (305) 358-7095


 






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If to the Escrow Agent, to: 


 


Pearlman Law Group LLP


200 South Andrews Avenue, Suite 901


Fort Lauderdale, FL 33301


Attention: Brian Pearlman


Email: brian@pslawgroup.net


Facsimile: (954) 755-2993


 


10. Further
Assurances. From time to time on and after the date hereof, the Company and the Underwriter shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent
shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry
out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it
is protected in acting hereunder.


 


11. Consent
to Service of Process. The Company, the Underwriter and the Escrow Agent hereby irrevocably consent to the jurisdiction
of the courts of the State of Florida and of any Federal court located in such state in connection with any action, suit or proceedings arising out of or relating to this Agreement or any
action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the
service thereof may be made by certified or registered mail directed to it at the address listed hereto.




 


12. Miscellaneous.


 


a. This
Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such
instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms,
as used in this Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Agreement
where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and any
other form of business of legal entity. All words or terms used in this Agreement, regardless of the number or gender in which
they were used, shall be deemed to include any other number and any other gender as the context may require. This Agreement shall
not be admissible in evidence to construe the provisions of any prior agreement.


 


b. This
Agreement and the rights and obligations hereunder of the Company and the Underwriter may not be assigned without the consent of
the Escrow Agent, other than by laws of descent or operation of law. This Agreement and the rights and obligations hereunder of
the Escrow Agent may be assigned by the Escrow Agent, with the prior consent of the Company. This Agreement shall be binding upon
and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire
or have any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented
without an express written agreement executed by the Escrow Agent, the Company and the Underwriter, which consent shall not be
unreasonably withheld. This Agreement is intended to be for the sole benefit of the parties hereto and their respective successors,
heirs and permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be,
for the benefit of any third person.


 


c. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Florida. The representations
and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any party.
The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.




 


13. Execution
of Counterparts. This Agreement may be executed in any number of counterparts, by facsimile or other form of electronic transmission,
each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute
one and the same instrument. This Agreement shall become binding when one or more of the counterparts hereof, individually or taken
together, are signed by all parties hereto.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties have executed
and delivered this Agreement on the day and year first above written.


 





	ESCROW AGENT: 	 
	 	 	 
	PEARLMAN LAW GROUP LLP	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 	 	 
	COMPANY:	 
	 	 	 
	Oriental Culture Holding LTD	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	UNDERWRITER:	 
	 	 	 
	VIEWTRADE SECURITIES, INC.	 
	 	 	 
	By:	    	 
	Name: 	Douglas Aguililla	 
	Title: 	Director, Investment Banking	 







 


[Signature Page to Indemnification Escrow Agreement]


 




    


    	 



    

 


Schedule A


 


ACCOUNT NAME:


 


ACCOUNT NO.:


 


ABA ROUTING NO.:


 


SWIFT CODE:


 


BANK:


 


REFERENCE:


 


ATTN:


 


COMPANY EIN/TIN:


 


TO BE WIRED IN U.S. DOLLARS