Exhibit
10.21


 


AMENDED AND RESTATED OFFERING DEPOSIT
ACCOUNT AGENCY AGREEMENT


 


This AMENDED AND
RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this _ day of February,
2019, by and among Leaping Group Co., Ltd., its subsidiaries and affiliates or any other corporate entities that may be utilized
from time to time (the “Company”), having an address at Room 2010, Huaruntiexi Centre, No.158, Jianshe East
Road, Tiexi District, Shenyang City, Liaoning Province, P.R. China, and BOUSTEAD SECURITIES, LLC, serving as the representative
of the underwriters (the “Underwriter”), having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA, and
FinTech Clearing, LLC (the “Deposit Account Agent”), a broker-dealer registered with the Securities and
Exchange Commission (“SEC”), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized
terms not herein defined shall have the meaning ascribed to them in that certain prospectus filed with the United States SEC dated
January 2, 2019, under File Number 333-229116, including all attachments, schedules and exhibits thereto, as amended from time
to time (the “Prospectus”).


 


WITNESSETH:


 


WHEREAS, the
Company, the Underwriter and the Deposit Account Agent entered into that certain Offering Deposit Account Agency Agreement dated
as of October 17, 2018 (“Original Agreement”);


 


WHEREAS, the
Company, the Underwriter and the Deposit Account Agent desire to amend and restate the Original Agreement in its entirety and enter
into this Agreement; WHEREAS, pursuant to the terms of the Prospectus the Company desires to sell (the “Offering”)
a minimum of $6,000,000 (the “Minimum Amount”) and a maximum of $20,000,000 (the “Maximum Amount”)
of its ordinary shares (the “Shares”). The minimum investment per subscriber is one hundred shares (which minimum
investment may be waived by Company); and


 


WHEREAS, unless
the Minimum Amount is sold by [] (the “Final Termination Date”), the Offering shall terminate, and all funds
shall be returned to the subscribers in the Offering, and if the Minimum Amount is met, the Offering may continue until the Final
Termination Date; and


 


WHEREAS, the
Company and Underwriter desire to establish a deposit account with the Deposit Account Agent into which the Company and Underwriter
shall instruct investors introduced to the Company by Underwriter (the “Investors”) to wire funds made payable
to the order of “FinTech Clearing, as Deposit Account Agent for the Investors in Leaping Group Co., Ltd.” and Deposit
Account Agent is willing to accept said wires for the payment of money in accordance with the terms hereinafter set forth;


 


WHEREAS, the
Company, as issuer, and Underwriter, as an introducing broker-dealer, represent and warrant to the Deposit Account 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;


 




     


     


    

 


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


 


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


 


NOW, THEREFORE,
IT IS AGREED as follows:


 


		1.	Delivery of Deposit Funds.



 


(a)        Underwriter
and the Company shall instruct Investors to wire transfer to “FinTech Clearing, as Deposit Account Agent for the Investors
in Leaping Group Co., Ltd.” Account No. _____________, at Pacific Mercantile Bank, SWIFT Code PMERUS66 and ABA Routing Number
122242869 in each case, with the name and address of the individual or entity making payment. In the event any Investor’s
address is not provided to Deposit Account Agent by the Investor, then Underwriter and/or the Company agree to promptly provide
Deposit Account Agent with such information in writing. The wire transfers shall be deposited into a non-interest-bearing account
at Pacific Mercantile Bank (the “Deposit Account”).


 


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


 


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


 


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


 


(a)          In
the event that the Company and Underwriter advise the Deposit Account Agent in writing that the Offering has been terminated (the
“Termination Notice”), the Deposit Account Agent shall promptly return the funds paid by each Investor to said
Investor without interest or offset within five (5) business days.


 


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


 




     


     


    

 


(c)        Provided
that the Deposit Account Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum
Amount deposited into the Deposit Account on or prior to the Final Termination Date or the date stated in the Extension Notice,
if any, received by the Deposit Account Agent in accordance with Section 2(b) above, the Deposit Account 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 Deposit Account Agent, received from the Company and Underwriter, pay the Deposit Funds in accordance with such written
instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.
Such instructions must be received by the Deposit Account Agent no later than 3:00 PM Pacific Time on a Business Day for the Deposit
Account Agent to process such instructions that Business Day.


 


(d)          If
by 3:00 P.M. Pacific time on the later of the Final Termination Date or the date stated in the Extension Notice, if any, that the
Deposit Account Agent has received in accordance with Section 2(b) above, the Deposit Account Agent has not received written instructions
from the Company and Underwriter regarding the disbursement of the Deposit Funds or the total amount of the Deposit Funds is less
than the Minimum Amount, then the Deposit Account Agent shall promptly return the Deposit Funds to the Investors without interest
or offset within five (5) business days. The Deposit Funds returned to each Investor shall be free and clear of any and all claims
of the Deposit Account Agent.


 


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


 


(f)          If
the Final Termination Date or any date that is a deadline under this Agreement for giving the Deposit Account Agent notice or instructions
or for the Deposit Account 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 day that a SEC-registered
broker-dealer is not legally obligated to be opened.


 


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


 


(a)          The
Deposit Account 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 Underwriter 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. Deposit Account 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 Underwriter are stated in Schedule
II, which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its
authorized signers stated on Schedule II by notifying the Deposit Account Agent of such change in accordance with this Agreement,
which notice shall include the true signature for any new authorized signatories.


 


(b)          The
Deposit Account Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith.
The Deposit Account 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)          Underwriter
and the Company agree to indemnify and hold the Deposit Account 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 Deposit Account Agent arising out of or related, directly or indirectly, to this Agreement unless caused
by the Deposit Account Agent’s gross negligence or willful misconduct.


 


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


 


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


 


4.            Term
of Deposits. This Agreement shall terminate upon the disbursement of all Deposit Funds in the Deposit Account pursuant
to Section 2(c), Section 2(d), Section 6 or Section 7 (except with respect to provisions hereof which are specifically intended
to survive such termination).


 


5.            Deposit
Account Statements and Information. The Deposit Account Agent agrees to send to the Company and/or the Underwriter a copy of
the Deposit Account periodic statement, upon request and to also provide the Company and/or Underwriter, or their designee, upon
request other deposit account information, including Deposit Account balances, by telephone or by computer communication, to the
extent practicable. The Company and Underwriter agree to complete and sign all forms or agreements required by the Deposit Account
Agent for that purpose. The Company and Underwriter each consent to the Deposit Account Agent’s release of such Deposit Account
information to any of the individuals designated by Company or Underwriter, which designation has been signed in accordance with
Section 3(a) by any of the persons in Schedule II.  Further, the Company and Underwriter 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 Deposit Account Agent, the Company and Underwriter 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 Underwriter each
consent to the Deposit Account Agent’s release of wire transfer information to the designated e-mail address(es). The Deposit
Account Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.


 




     


     


    

 


6.             Resignation
and Termination of the Deposit Account Agent. The Deposit Account Agent may resign at any time by giving 30 days’ prior
written notice of such resignation to Underwriter and the Company. Upon providing such notice, the Deposit Account Agent shall
have no further obligation hereunder except to hold as depositary the Deposit Funds that it receives until the end of such 30-day
period. In such event, the Deposit Account Agent shall not take any action, other than receiving and depositing Investors’
checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company,
attorney or other person as successor. Upon receipt of such written designation signed by Underwriter and the Company, the Deposit
Account Agent shall promptly deliver the Deposit Funds to such successor and shall thereafter have no further obligations hereunder.
If such instructions are not received within 30 days following the effective date of such resignation, then the Deposit Account
Agent may deposit the Deposit 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 Deposit Account Agent shall be relieved of all
further obligations and released from all liability thereafter arising with respect to the Deposit Funds.


 


7.          Termination.
Except as otherwise specifically provided herein, this Agreement shall terminate on the later of the final closing date of the
Offering, or the Final Termination Date, as applicable (except with respect to provisions hereof which are specially intended to
survive such termination). The Company and Underwriter may terminate the appointment of the Deposit Account Agent hereunder upon
written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the
date of such notice. In the event of such termination, the Company and Underwriter shall, within 30 days of such notice, appoint
a successor deposit account agent and the Deposit Account Agent shall, upon receipt of written instructions signed by the Company
and Underwriter, turn over to such successor deposit account agent all of the Deposit Funds; provided, however, that
if the Company and Underwriter fail to appoint a successor deposit account agent within such 30-day period, such termination notice
shall be null and void and the Deposit Account Agent shall continue to be bound by all of the provisions hereof. Upon receipt of
the Deposit Funds, the successor deposit account agent shall become the deposit account agent hereunder and shall be bound by all
of the provisions hereof and Deposit Account Agent shall be relieved of all further obligations and released from all liability
thereafter arising with respect to the Deposit Funds and under this Agreement.


 


8.             Investment.
All funds received by the Deposit Account Agent shall be held only in non-interest-bearing accounts at Pacific Mercantile Bank.


 


9.             Compensation.
Deposit Account Agent shall be entitled, for the duties to be performed by it hereunder, to a fee as set forth on Schedule III.
In addition, the Company shall be obligated to reimburse Deposit Account Agent for all fees, costs and expenses incurred or that
become due in connection with this Agreement or the Deposit Account, including reasonable attorney’s fees. Neither the modification,
cancellation, termination or rescission of this Agreement nor the resignation or termination of the Deposit Account Agent shall
affect the right of Deposit Account 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 Deposit Account Agent has incurred any such expenses, or any such fee becomes due,
prior to any closing, the Deposit Account Agent shall advise the Company and the Company shall direct all such amounts to be paid
directly at any such closing.


 




     


     


    

 


10.           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 electronic mail (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 Underwriter:


 


Boustead
Securities, LLC


6 Venture,
Suite 265


Irvine, CA
92618 USA


Attention:
Keith Moore, CEO


Email: keith@boustead1828.com


 


If to the Company:


 


Leaping Group
Co., Ltd.


Room 2010,
Huaruntiexi Centre, No.158, Jianshe East Road


Tiexi District,
Shenyang City, Liaoning Province


P.R. China


Attention:
Mr. Tao Jiang, Chief Executive Officer


Email: jiangtao@mediayz.com


 


With a copy to:



 


Hunter Taubman
Fischer & Li, LLC


1450 Broadway,
26th Floor


New York,
NY 10018


Attn: Ying
Li, Esq.


Email: yli@htflawyers.com


 


If to Deposit Account
Agent:


 


FinTech Clearing,
LLC


6 Venture,
Suite 265


Irvine, CA
92618 USA


Attention:
Brian Park, President


Email: brian@fintechglobalmarkets.com


 




     


     


    

 


 


		11.	General.



 


(a)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware 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 California, located in the County of Orange. Each party hereto irrevocably waives
any objection on the grounds of venue, forum non-conveniens 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.


 


12.           Form
of Signature. The parties hereto agree to accept an electronic mail 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 an electronic mail signature agrees, by the express terms hereof, to place, promptly
after transmission of his or her signature by electronic mail, a true and correct original copy of his or her signature in overnight
mail to the address of the other party.


 


13.          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.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    

 


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


 


	Leaping Group Co., Ltd.	 	Boustead Securities, LLC
	 	 	 
	By:	 	 	By:	 
	 	Name: Bo Jiang	 	 	Name: Keith Moore
	 	Title:  Chairman	 	 	Title: CEO


 


	FinTech Clearing, LLC	 
	 	 
	By:	 	 
	 	Name: Brian Park	 
	 	Title: President	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


Schedule I


 


OFFERING DOCUMENTS


 




     


     


    

 


Schedule II


 


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


 


Leaping Group Co.,
Ltd.


 


	Name	True Signature
	 	 
	Bo Jiang, Chairman	 


 


Boustead Securities, LLC


 


	Name	True Signature
	 	 
	Keith Moore, CEO	 
	 	 
	Dan McClory, Managing Director	 


 




     


     


    

 


Schedule III


 


Fee Schedule


 


	Service	 	Fee	 
	Cash Management Fee	 	 	2.2% of the Minimum Amount 	 
	CIP/AML check (applied to each subscriber)	 	$	2.00	 
	Wire Transfers – Incoming (Domestic or Foreign)	 	$	5.00	 
	Wire Transfers – Outgoing (Domestic)	 	$	10.00	 
	Wire Transfers – Outgoing (Foreign)	 	$	25.00	 
	NACHA Upload per file	 	$	5.00	 
	ACH per transaction (incoming or outgoing)	 	$	0.50	 
	ACH Exceptions (incoming or outgoing)	 	$	2.00	 
	Check Processing (incoming or outgoing)	 	$	10.00	 




 




     


     


    

 


 


Exhibit A


 


EXTENSION NOTICE


 


Date:


 


FinTech Clearing, LLC


6 Venture, Suite 265 Irvine, CA 92618


Attention: Brian Park, President


 


Dear Mr. Park:


 


In accordance with the terms of Section
2(b) of a Deposit Account Agreement dated ___ _______, by and among [] (the “Company”), Boustead Securities, LLC
(the “Underwriter”), and FinTech Clearing, LLC (the “Deposit Account Agent”), the Company and Underwriter
hereby notifies the Deposit Account Agent that the Termination Date has been extended to ____________, 2018, the Final Termination
Date.


 


Very truly yours,


 


[           ]


 


	By:	 	 
	Name:	 
	Title:	 


 


	Boustead Securities, LLC	 
	 	 
	By:	     	 
	Name: Keith Moore	 
	Title: CEO	 
	 	 	 




     


     


    

 


Exhibit B


 


FORM OF DEPOSIT RELEASE NOTICE


 


Date:


 


FinTech Clearing, LLC


6 Venture, Suite 265


Irvine, CA 92618


Attention: Brian Park, President


 


Dear Mr. Park:


 


In accordance with the terms of Section
2(d) of the Amended and Restated Offering Deposit Account Agency Agreement dated as of ________ __, 2019 (the “Deposit Account
Agreement”), by and between [] (the “Company”), FinTech Clearing, LLC (the “Deposit Account Agent”)
and Boustead Securities, LLC (the "Underwriter"), the Company and Underwriter hereby notify the Deposit Account Agent
that the ________ closing will be held on ___________ for gross proceeds of $_________.


 


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


 


________________________:                                         $


 


________________________:                                         $


 


________________________:                                         $


 


Very truly yours,


 


[          ]


 


	By:	 	 
	Name:	 
	Title:	 


 


	Boustead Securities, LLC	 
	 	 
	By:	     	 
	Name: Keith Moore	 
	Title: CEO