Exhibit 10.21


 





ESCROW DEPOSIT AGREEMENT


 


This ESCROW
DEPOSIT AGREEMENT (this “Agreement”) dated as of this 3rd   day of March, 2015, by and among Tantech
Holding Ltd., a British Virgin Islands company (the “Company”), having an address at 10 Cen Shan
Road, Shuige Industrial Zone, Lishui City, Zhejiang, China, ViewTrade Securities, Inc., a Delaware corporation
(the “Placement Agent”), having an address at International Plaza, 7280 W. Palmetto Park Rd., #310, Boca
Raton, FL 33433, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having
an office at 565 Fifth Avenue, 12th floor, New York, NY 10017. All capitalized terms not herein defined shall
have the meaning ascribed to them in that certain Registration Statement on Form F-1, as filed with the Securities and
Exchange Commission on September 16, 2014 and amended or supplemented from time-to-time, including all attachments, schedules
and exhibits thereto (the “Registration Statement”).


 


 


W I T N E
S S E T H:


 


WHEREAS, pursuant
to the terms of the Registration Statement, the Company desires to sell (the “Offering”) 3,200,000 of the Company’s
common shares, $0.001 par value per share (the “Shares”) (such number of Shares, the “Offering Amount”).
Each Share is assumed to be sold at $5.00 per share, the midpoint of the proposed offering price range of $4.00 to $6.00 per share,
that would total an estimated aggregate maximum of $19,200,000 (the “Maximum Amount”); and


 


WHEREAS, unless
the Offering Amount is sold by the close of business on March 15, 2015 (the “Termination Date”), or
by March 30, 2015 (the “Final Termination Date”) if the Termination Date to be extended by the Company
and the Placement Agent upon mutual agreement via written communication, the Offering shall terminate and all funds shall be
returned to the subscribers in the Offering and if the Offering Amount is met, the Offering may continue until the
Termination Date or Final Termination Date if extended; and


 


WHEREAS, the
Company and Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and Placement Agent
shall instruct subscribers introduced to the Company by Placement Agent (the “Subscribers”) to deposit checks
and other instruments for the payment of money made payable to the order of “Signature Bank as Escrow Agent for Tantech Holdings
Ltd.,” and Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with
the terms hereinafter set forth; and


 


WHEREAS, the
Company, as issuer, and Placement Agent, as an introducing broker-dealer, represent and warrant to the Escrow Agent that they will
comply with all of their respective obligations under applicable state and federal securities laws and regulations with respect
to sale of the Offering; and


 






    	 



    	 



    

 


WHEREAS, the
Company and Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity that
the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and


 


WHEREAS, the
Company and Placement Agent warrant to the Escrow Agent that a copy of each document that has been delivered to Subscribers
and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.





 


NOW, THEREFORE, IT IS AGREED as
follows:


 


1.Delivery of Escrow Funds.


 


(a) Placement Agent and
the Company shall instruct Subscribers to deliver to Escrow Agent checks made payable to the order of “Signature Bank, as
Escrow Agent for Tantech Holdings Ltd.,” or wire transfer to Signature Bank, 565 Fifth Avenue, 12th Floor, New
York, NY 10017, ABA No. 026013576 for credit to Signature Bank, as Escrow Agent for Tantech Holdings Ltd., Account No. _____________,
in each case, with the name and address of the individual or entity making payment. In the event any Subscriber’s address
is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information
in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at Signature Bank entitled “Tantech
Holdings Ltd., Signature Bank, as Escrow Agent for” (the “Escrow Account”).


 


(b)The collected
funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 


(c)The Escrow Agent
shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account.
If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of
the Escrow Agent shall be to return the check to the Subscriber and advise the Company and Placement Agent promptly thereof.


 


2.Release of Escrow Funds. The
Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a)In the event
that the Company and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination
Notice”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest
or offset.


 


(b)If prior to
3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto
and made a part hereof, and signed by the Company and Placement Agent, stating that the Termination Date has been extended to the
Final Termination Date (“Extension Notice”), then the Termination Date shall be so extended..


 






    	 



    	 



    

 


(c)Provided that
the Escrow Agent does not receive the Termination Notice in accordance with section 2(a) and there is the Offering Amount deposited
into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received
by the Escrow Agent in accordance with section 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the
form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent,
received from the Company and Placement Agent, pay the Escrow Funds in accordance with such written instructions, which instructions
shall be limited to the payment of the Placement Agent’s fee and other offering expenses and the payment of the balance to
the Company. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions,
which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process
such instructions that Business Day.


 


(d)If by 3:00 P.M.
Eastern time on the later of the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has
received in accordance with section 2(b) above, the Escrow Agent has not received written instructions from the Company and Placement
Agent regarding the disbursement of the Escrow Funds and the total amount of the Escrow Funds is less than the Offering Amount,
then the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest or offset. The Escrow Funds returned
to each Subscriber shall be free and clear of any and all claims of the Escrow Agent.


 


(e)The Escrow Agent
shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(f)If the Termination
Date, Final Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions
or for the Escrow Agent to take action is not a Business Day, then such date shall be the Business Day that immediately preceding
that date. A Business Day is any day other than a Saturday, Sunday or a Bank holiday.


 


3.Acceptance by Escrow Agent.
The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a)The Escrow Agent
may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by
Placement Agent or the Company to give any written instructions, notice or receipt, or make any statements in connection with the
provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy
or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of
each individual authorized to act singly on behalf of the Company and Placement Agent are stated in Schedule II, which is
attached hereto and made a part hereof. The Company and Placement Agent may each remove or add one or more of its authorized signers
stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall
include the true signature for any new authorized signatories.


 






    	 



    	 



    

 


(b)The Escrow Agent
may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall
not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


(c)The Placement
Agent and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs,
liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed
against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by
the Escrow Agent’s gross negligence or willful misconduct


 


(d) In the event
that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent
jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(e)The Escrow Agent
shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s
obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow
Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by
applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent
for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse
or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected
and are available for withdrawal.


 


4.Escrow Account Statements and
Information. The Escrow Agent agrees to send to the Company and/or the Placement Agent a copy of the Escrow Account
periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements
to its non-escrow clients and to also provide the Company and/or Placement Agent, or their designee, upon request other deposit
account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. The
Company and Placement Agent agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The
Company and Placement Agent each consent to the Escrow Agent’s release of such Escrow Account information to any of the individuals
designated by Company or Placement Agent, which designation has been signed in accordance with section 3(a) by any of the persons
in Schedule II.  Further, the Company and Placement Agent have an option to receive e-mail notification of incoming and outgoing
wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Company and/or
Placement Agent agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms
and agreements required for such service. The Company and Placement Agent each consent to the Escrow Agent’s release of wire
transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section
shall not exceed the cost of providing such information.


 






    	 



    	 



    

 


5.Resignation and Termination of
the Escrow Agent. The Escrow Agent may resign at any time by giving thirty (30) days’ prior written notice of such resignation
to Placement Agent and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except
to hold as depositary the Escrow Funds that it receives until the end of such thirty (30)-day period. In such event, the Escrow
Agent shall not take any action, other than receiving and depositing Subscribers checks and wire transfers in accordance with this
Agreement, until the Company and Placement Agent have designated a bank, in compliance with SEC Rule 15c2-4, as successor to the
Escrow Agent. Upon receipt of such written designation signed by Placement Agent and the Company, the Escrow Agent shall promptly
deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If such instructions are
not received within thirty (30) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow
Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor.
In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all
liability thereafter arising with respect to the Escrow Funds.


 


6.Termination. The Company and
Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which
such termination shall take effect, which date shall be at least thirty (30) days from the date of such notice. In the event of
such termination, the Company and Placement Agent shall, within thirty (30) days of such notice, appoint a successor escrow agent
and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn over to such successor
escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint
a successor escrow agent within such thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent
shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall
become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all
further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.


 


7.Investment. All funds received
by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent.


 






    	 



    	 



    

 


8.Compensation. The Escrow Agent
shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,000.00, which fee shall be paid by the Company
upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and
expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s
fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of
the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed
or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation,
termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes
due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly
at any such closing.


 


9.Notices. All notices, requests,
demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service
or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If to Placement Agent:


 


ViewTrade Securities,
Inc.


International
Plaza


7280 W. Palmetto
Park Rd., #310


Boca Raton,
FL 33433


Attention:
Douglas K. Aguililla


Fax:


 


If to the Company:


 


Tantech Holdings
Ltd.


c/o Zhejiang
Tantech Bamboo Technology Co., Ltd.


10 Cen Shan
Road, Shuige Industrial Zone


Lishui City,
Zhejiang, China


Attention:
Zhengyu Wang


Fax: + 86
578 2612872


 


If to Escrow Agent:


 


Signature Bank


565 Fifth Avenue, 12th
Floor


New York, New York 10017


Attention: Ed Sirlin,
Group Director & Senior Vice President


Fax: +1 (646) 758-8372


 






    	 



    	 



    

 


10.General.


 


(a)This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto
hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated
by this Agreement.


 


(b)This Agreement
sets forth the entire
agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements
and understandings relating thereto.


 


(c)All of the terms
and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto,
as well as their respective successors and assigns.


 


(d)This Agreement
may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument
executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time
or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach
or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties
or obligations hereunder unless all other parties have given their prior written consent.


 


(e)If any provision
included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.


 


(f)This Agreement
and any modification or amendment of 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.


 


11.Form of Signature. The parties
hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures
to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces
a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax,
a true and correct original copy of his or her signature in overnight mail to the address of the other party.


 


12.No Third-Party Beneficiaries.  This
Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has
any right, benefit, priority or interest under or because of the existence of this Agreement.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first set forth above.


 


	VIEWTRADE
    SECURITIES, INC.	 	TANTECH
    HOLDINGS LTD
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	By:	 		 	By:	 		 
	 	 	Name: Douglas K. Aguililla	 	 	 	Name: Zhengyu Wang	 
		 	Title: Director, Investment
    Banking	 	 	 	Title: Chairman	 




 


 


	SIGNATURE
    BANK
	 	 	 	 	 	 
	By:	 	 	 
	 	 	Name:	 
		 	Title:	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 




 




    	 



    	 



    

 


Schedule
I


 


OFFERING DOCUMENTS


 




    	 



    	 



    

 


Schedule
II


 


The Escrow Agent is
authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of
the Company and Placement Agent.


 


TANTECH HOLDINGS LTD.


 


	Name	 	True Signature
	 	 	 
	Zhengyu Wang	 	




 


 


VIEWTRADE
SECURITIES, INC.


 


	Name	 	True Signature
	 	 	 
	Douglas K. Aguililla	 	




 




    	 



    	 



    

 


Exhibit
A


 


EXTENSION
NOTICE


 


Date:


 


Signature
Bank


565 Fifth
Avenue, 12th Floor


New York,
New York 10017


Attention:
Ed Sirlin, Group Director & Senior Vice President


 


 


Dear Mr.
Sirlin:


 


In
accordance with the terms of paragraph 2(b) of an Escrow Deposit Agreement dated __________, 2015, by and among Tantech Holdings
Ltd. (the “Company”), ViewTrade Securities, Inc. (“Placement Agent”), and Signature Bank (the “Escrow
Agent”), the Company and Placement Agent hereby notifies the Escrow Agent that the Termination Date has been extended to
March 30, 2015, the Final Termination Date.


 


Very truly
yours,


 


	Tantech Holdings Ltd.	 
	 	 
	 	 
	By:		 
	Name: Zhengyu Wang	 
	Title: Chairman	 
	 	 
	ViewTrade Securities, Inc.	 
	 	 
	 	 
	By:		 
	Name: Douglas K. Aguililla	 
	Title: Director, Investment
    Banking	 




 




    	 



    	 



    

 


Exhibit
B


 


FORM
OF ESCROW RELEASE NOTICE


 


Date:


 


Signature
Bank


565 Fifth
Avenue, 12th Floor


New York,
New York 10017


Attention:
Ed Sirlin, Group Director & Senior Vice President


 


 


Dear Mr.
Sirlin:


 


In accordance
with the terms of paragraph 2(c) of an Escrow Deposit Agreement dated as of ________ __, 2015 (the “Escrow Agreement”),
by and between Tantech Holdings Ltd. (the “Company”), Signature Bank (the “Escrow Agent”) and ViewTrade
Securities, Inc. (“Placement Agent”), the Company and Placement Agent hereby notify the Escrow Agent that the ________
closing will be held on ___________ for gross proceeds of $_________.


 


PLEASE DISTRIBUTE FUNDS BY WIRE
TRANSFER AS FOLLOWS (wire instructions attached):


 


	Tantech Holdings Ltd.:	 	$
	 	 	 
	ViewTrade Securities, Inc.:	 	$




 


Very truly yours,


 


	Tantech Holdings Ltd.	 
	 	 
	By:	 	 
	Name: Zhengyu Wang
	Title: Chairman
	 	 
	ViewTrade Securities,
    Inc.	 
	 	 
	By:	 	 
	Name: Douglas K. Aguililla
	Title: Director, Investment Banking