Exhibit 10.22


 


ESCROW AGREEMENT


 


This ESCROW AGREEMENT
(this “Agreement”) dated as of March 2, 2015 is entered into by and among Tantech Holdings Ltd. (the “Company”),
Tanbsok Group Ltd. (the “Selling Shareholder”), ViewTrade Securities, Inc. (the “Placement Agent”),
and Pearlman Schneider LLP (the “Escrow Agent”).


 


WITNESSETH:


 


WHEREAS, the Company
and Selling Shareholder are offering to certain investors 3,200,000 shares of its common stock, at an assumed offering price of
$5.00 per share, the midpoint of the anticipated offering price range of $4.00 to $6.00 per share (the “Offering”);


 


WHEREAS, the Company,
Selling Shareholder and Placement Agent expect that the Offering will close on or before the close of business on March 15, 2015,
or March 30, 2015 in the event that the Company and the Placement Agent elect and execute in writing to extend the offering (collectively,
the “Closing Date”);


 


WHEREAS, the Selling
Shareholder 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 Selling Shareholder with the Escrow Agent, in a non-interest bearing escrow
account to be determined, to be held 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 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, Placement Agent 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 Selling Shareholder by the Signature Bank, as escrow agent for the Offering, 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. The Escrow Agent will retain the Escrowed
Funds in a non-interest bearing escrow account and disburse the Escrowed 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 indemnification under Section 5 hereof by the Company and the
Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be
determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement
Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity
as placement agent in the Offering and the aftermarket effect of the Offering.


 






    	 



    	 



    

 


b.In
the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement
Agent acting in its capacity as placement agent within two (2) years following the Closing Date and for which the Company, the
Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding,
the Placement Agent, Selling Shareholder and the Company hereby authorize the Escrow Agent, at the Placement Agent’s sole
instruction upon Placement Agent’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 Placement Agent 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, the Selling Shareholder and the Placement
Agent 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. 


 


		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, 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 Escrowing
Parties relating to the Escrowed Funds, the Escrow Agent shall not be obligated to recognize any agreement between or among any
of the Escrowing Parties, 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 Placement Agent, 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.


 






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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 Placement Agent, 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.


 


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 Placement Agent, 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 income derived
from the investment of the Escrowed 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 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, Selling Shareholder and Placement Agent 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 three (3) 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.


 






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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 by the Company. The Company agrees to indemnify and hold harmless the Placement
Agent, the Escrow Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings
and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or
furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements,
as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether
or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly
or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the
Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the
performance or non-performance of its obligations under the Placement Agreement between the Company and Placement Agent (the Placement
Agreement), any breach by the Company of any representation, warranty, covenant or agreement contained in the Placement Agreement
(or in any instrument, document or agreement relating thereto, including any Registration Statement filed with the Securities and
Exchange Commission), or the enforcement by the Placement Agent of its rights under the Agreement or these indemnification provisions,
except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further
appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking
indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect,
in contract or tort or otherwise) to the Company for or in connection with the engagement of the Placement Agent by the Company
or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or
willful misconduct.



 


These Indemnification
Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): ViewTrade Securities,
Inc., its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers,
employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition
to any liability, which the Company may otherwise have to any Indemnified Party.


 


If any action,
suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify
the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the
Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel
of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any
such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel
designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with
the Company’s written consent. The Company shall not, without the prior written consent of the Placement Agent, settle or
compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise
or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional
release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect
to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any
Indemnified Party or any action or inaction of any Indemnified Party.


 






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In order to
provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made
but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the
Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits
received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other
hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such
proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified
Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant
equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any
person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received)
by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable
or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the
amount of fees actually received by the Placement Agent in connection with such transaction or transactions. Notwithstanding the
foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by
the Placement Agent pursuant to the Agreement.


 


The indemnification
provisions in this Section 5 shall be binding upon the Company and its successors and assigns and shall inure to the benefit of
the Indemnified Parties, the Escrow Agent and their respective successors, assigns, heirs and personal representatives.


 


		6.	Termination of Agreement and Resignation of Escrow Agent.



 


a.This
Agreement shall terminate upon disbursement of all of the Escrowed Funds provided that the rights of the Escrow Agent and the obligations
of the Company and the Placement Agent 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 Placement
Agent at least five (5) 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 Placement Agent within the Notice Period,
turn over to a successor escrow agent appointed by the Company and the Placement Agent all Escrowed 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 to the parties from which they were received without
interest or deduction.


 






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		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 Escrowing Parties.


 


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 for its services
rendered under this Agreement, which amount shall be delivered to an account designated by the Escrow Agent on the same date
when the Escrowed Fund is 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, two (2) business days after being mailed, (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), or (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). 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:


 


Tantech Holdings Ltd.


Attn: Zhengyu Wang


c/o Zhejiang Tantech Bamboo Technology Co., Ltd


No. 10 Cen Shan Road, Shuige Industrial Zone


Lishui City, Zhejiang Province 323000, People’s
Republic of China. Phone: +86 (578)-226-2305


Facsimile: +86 (578) 261-2872


 






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If to the Placement Agent, to:


 


ViewTrade Securities, Inc.


Attn: Doug K. Aguililla


7280 West Palmetto Park Road, Suite 105


Boca Raton, FL 33433


 


If to the Escrow Agent, to:


 


Facsimile:


 


		10.	Further Assurances. From time to time on and after the date hereof, the Company and the
Placement Agent 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 Placement Agent 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 Placement Agent 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 Placement Agent, 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.



 


[THE REMAINDER OF THE PAGE IS INTENTIONALLY
LEFT BLANK]


 




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[SIGNATURE PAGE TO ESCROW AGREEMENT]


 


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


 


 


	ESCROW AGENT:
	 	 
	PEARLMAN SCHNEIDER LLP
	 	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	COMPANY:	 
	 	 
	TANTECH HOLDINGS
    LTD.	 
	 	 
	 	 
	By:	 	 
	Name:
    ZHENGYU WANG	 
	Title: CHAIRMAN	 
	 	 
	 	 
	SELLING SHAREHOLDER:	 
	 	 
	TANBSOK GROUP LTD.	 
	 	 
	 	 
	By:	 	 
	Name: YEFANG ZHANG	 
	Title: MANAGER	 
	 	 
	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