Exhibit
10.4


 


INDEMNIFICATION
ESCROW AGREEMENT


 


This
INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of _______, 2017 is entered into by and among
TDH Holdings, Inc. (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and
___________________________ (the “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS,
the Company is completing a public offering of ________________ common shares of the Company, par value $0.001 (the “Shares”)
at an offering price of $__________ per share (the “Offering”);


 


WHEREAS,
the Company and Underwriter expect that the Offering will close on or before the close of business on _________, 2017 (collectively,
the “Closing Date”);


 


WHEREAS,
upon the closing of the Offering the Company has agreed to deposit an aggregate amount of Five Hundred Thousand Dollars ($500,000)
(the “Escrowed Funds”) from the proceeds of the Offering to be received by the Company with the Escrow Agent
in a non-interest bearing escrow account, to be held, invested and disbursed by the Escrow Agent pursuant to the terms and conditions
of this Agreement;


 


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


 


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 a non-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. In no event shall the aggregate amount of Escrowed Funds delivered to the
                                         Escrow Account be less than Five Hundred Thousand Dollars ($500,000).



 


		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 $_____________ of the indemnification
obligations of the Company, with respect to the Escrowed Funds, pursuant to Section ______ of the Underwriting Agreement dated
___________________, 2017 by and between the Company and the Underwriter, for a period of two (2) years from the closing of the
Offering. Disbursement of such Escrowed Funds and Investment Gain Funds shall be determined by an independent third-party trustee,
to be chosen by mutual consent of the Company and Underwriter.


 






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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 within two (2) years 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 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.       Upon
instruction of the Company, the Escrow Agent may invest the Escrowed Funds during the term of the Agreement 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 20% of the Escrowed Funds may be invested in one issuer; (3)no more
than 40% invested in issuers that have: (A) a market capitalization of less than $1.0 billion; (B) have been public for less than
two years; and (C) have less than $1.0 million in average daily volume for last 30 days.


 


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 ($500,000) 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 the decrease
of less than 81%) add funds to the Escrow Account to maintain the Minimum Equity.


 


iii.       Upon
the account reaching Minimum Equity, the Company may not open any additional positions until the account is above the Minimum
Equity.


 


iv.       As
soon as possible after the Closing, the Escrow Agent shall establish a brokerage account in the Company’s name with a FINRA
registered broker-dealer 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(c)(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 Section
3(c)(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.


 






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v.       All income derived
from the investments pursuant to this Section 3(c) in excess of the Escrowed Funds (“Investment Gain Funds”) shall
be disbursed to the Company provided in the manner of Section 3(a) of this Agreement, 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 March 31, June 30, September 30 or December 31 of any year during the term of this
Agreement prior to the two year period set forth in Section 3(a).


 


		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 believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. 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 and, if the duties or rights of the Escrow Agent are affected,
unless it shall give its prior written consent thereto.


 


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. The Escrow Agent shall have no responsibility
with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.


 






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d.       The
Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons,
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, 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 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, except for claims relating to gross negligence or reckless misconduct by
the Escrow Agent or breach of this Agreement by the Escrow Agent, or the monies or other property held by it hereunder. Promptly,
but no later than ten (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 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 as it shall, from time to time, reasonably deem sufficient to indemnify itself for any such
loss or expense.


 


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.


 






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		5.	Indemnification
                                         by the Company. The indemnification provisions subject to this Agreement are set
                                         forth in Section ______ of the Underwriting Agreement dated ____________, 2017 by and
                                         between the Company and the Underwriter, which Section ____ shall be deemed to part of
                                         this Agreement.



 


	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 fifteen (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(f) and to retain
pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new
agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds and Investment Gain Funds to
the Company without interest or 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 unless
directed to be made by check by the Underwriter and/or Company.


 


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 $______ as compensation 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.



 


		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.



 






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If
to the Company, to: 


 


TDH
Holdings, Inc.


 


TDH
Holdings, Inc.


c/o
_________________________________



____________________________________ 



____________________________________ 



____________________________________ 


 


Email:

______________________________ 


 


with
a copy to:



 



____________________________________ 



____________________________________ 



____________________________________ 


 


Attention:

___________________________ 


Email:

______________________________ 


 


If
to the Underwriter, to:


 


ViewTrade
Securities, Inc.


Attn:
Doug K. Aguililla


7280
West Palmetto Park Road, Suite 310


Boca
Raton, FL 33433


Email:
dougagui@viewtrade.com


 


If
to the Escrow Agent, to: 


 



____________________________________ 



____________________________________ 



____________________________________ 


 


Attn:

_______________________________ 


Email:

______________________________ 


 


		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.



 






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		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.



 




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[SIGNATURE
PAGE TO INDEMNIFICATION ESCROW AGREEMENT]


 


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


 


	ESCROW
    AGENT: 	 
	 	 
	 	 
	 	 	 
	By:	 	 
	Name:
    	 	 
	Title:	 	 
	 	 	 
	COMPANY:	 
	 	 
	TDH
    HOLDINGS, INC.	 
	 	 	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 
	 	 	 
	PLACEMENT
    AGENT: 	 
	 	 
	VIEWTRADE
    SECURITIES, INC.	 
	 	 	 
	By:
    	 	 
	Name:
    	DOUGLAS
    K. AGUILILLA	 
	Title:
    	DIRECTOR,
    INVESTMENT BANKING	 


 




    	 		 



     


    

 


Schedule
A


 


	ACCOUNT
    NAME:	TRUST
    ACCOUNT
	ACCOUNT
    NO.:	 
	ABA
ROUTING NO.:	 
	SWIFT CODE: 	 
	BANK:	 
	REFERENCE:	 
	ATTN:	 


 


PLEASE
WIRE IN U.S. DOLLARS