Exhibit
10.4


 


ESCROW
AGREEMENT


 


This
ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2016, by and among: (i) DT
Asia Investments Limited, a business company incorporated in the British Virgin Islands, which will be known after the consummation
of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Lending Corporation”
(“Purchaser”); (ii) Li Jingping, an individual residing in the Xinjiang Province in the People’s
Republic of China, in the capacity as the Seller Representative under the Share Exchange Agreement (including any successor Seller
Representative appointed pursuant to and in accordance with Section 12.15 of the Share Exchange Agreement, the “Seller
Representative”); and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow
Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms
in the Share Exchange Agreement.


 


WHEREAS,
on January 11, 2016, Purchaser and the Seller Representative entered into that certain Share Exchange Agreement (as amended from
time to time in accordance with the terms thereof, the “Share Exchange Agreement”), by and among Purchaser,
DeTiger Holdings Limited, in its capacity as the DT Representative thereunder (including any successor DT Representative appointed
pursuant to and in accordance with Section 12.14 of the Share Exchange Agreement, the “DT Representative”),
Adrie Global Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Company”),
the shareholders of the Company named therein (the “Sellers”) and the Seller Representative, pursuant
to which, subject to the terms and conditions thereof, Purchaser will acquire from the Sellers all of the issued and outstanding
equity interests of the Company in exchange for 20,000,000 ordinary shares no par value of Purchaser (“Purchaser Ordinary
Shares”), with 8,000,000 of such shares (including any equity securities paid as dividends or distribution with
respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), along
with earnings thereon, subject to forfeiture by the Sellers in the event that certain earn-out financial milestones set forth
in the Share Exchange Agreement are not met;


 


WHEREAS,
pursuant to the Share Exchange Agreement, Purchaser and its Affiliates and their respective officers, directors, managers, employees,
successors and permitted assigns (the “Indemnified Parties”) are entitled to be indemnified in certain
respects by the Sellers;


 


WHEREAS,
in accordance with the Share Exchange Agreement, to ensure that the Escrow Shares (and earnings thereon) are forfeited by the
Sellers in the event that the earn-out financial milestones set forth in the Share Exchange Agreement are not met and to secure
assets for the payment of the Sellers’ indemnification obligations under the Share Exchange Agreement, the Escrow Shares
are being deposited into an escrow account (the “Escrow Account”) to be held by the Escrow Agent as
hereinafter provided;


 


WHEREAS,
pursuant to the Share Exchange Agreement (i) the Seller Representative has been designated as each Seller’s representative
and agent to represent all of the Sellers, and to act on their behalf for purposes of this Agreement, and (ii) the DT Representative
has been exclusively designated to act on behalf of Purchaser to take all necessary actions and make all decisions pursuant to
this Agreement; and


 


WHEREAS,
the Escrow Agent is willing to administer the escrow under the terms and conditions of this Agreement.


 






     

     


    

 


NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties
hereto hereby agree as follows:


 





Section
1.      Appointment. Purchaser and the Seller Representative hereby appoint the Escrow Agent
as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby agrees to perform the duties of their escrow
agent under this Agreement. The escrow services to be rendered by the Escrow Agent under this Agreement will not begin until the
Escrow Agent has received the documentation necessary to establish the Escrow Account on its books and has received the Escrow
Shares in accordance with this Agreement.


 


Section
2.      Delivery of Escrow Shares. Pursuant to Section 1.3 of the Share Exchange Agreement,
after the Closing, the Purchaser shall deposit stock certificates for the Escrow Shares (“Escrowed Stock Certificates”)
with the Escrow Agent, with each such Escrowed Stock Certificate being in the name of the applicable Seller and including a number
of Escrow Shares based on each Seller’s Pro Rata Share of the total Escrow Shares as determined in accordance with the Share
Exchange Agreement; provided, that the Purchaser may alternatively have the Escrow Agent and the Purchaser’s transfer agent
account for the Escrow Shares in book entry form. Additionally, the Seller Representative shall deliver to the Escrow Agent five
(5) assignments (separate from certificate) executed in blank by each Seller. Upon its receipt of such assignments and the Escrowed
Stock Certificates for the Escrow Shares (or otherwise upon confirming the issuance of the Escrow Shares in book entry form),
the Escrow Agent shall send a written acknowledgement of its receipt to Purchaser and the Seller Representative.


 


Section
3.     Maintenance of the Escrow Shares and other Escrow Property.


 


(a)     Pursuant
to the Share Exchange Agreement, so long as any Escrow Shares are being held in the Escrow Account and are not disbursed in accordance
with this Agreement, any dividends or distributions paid or otherwise accruing to such Escrow Shares (“Accrued Dividends”)
will be held by Purchaser and not paid to the Escrow Account. For purposes of this Agreement, the “Escrow Property”
means the Escrow Shares, along with any dividends, distributions or other income thereon that are paid to the Escrow Account (excluding
any Accrued Dividends) (“Earnings”), as reduced by any disbursements of such Escrow Shares or Earnings
from the Escrow Account by the Escrow Agent in accordance with the terms of this Agreement.


 


(b)     During
the term of this Agreement, the Escrow Agent shall hold the Escrow Property in the Escrow Account and shall not sell, transfer,
dispose of, lend or otherwise subject to a Lien any of the Escrow Property except until and to the extent that they are disbursed
in accordance with Section 4. Except as Purchaser and the Seller Representative may otherwise agree in writing, no part
of the Escrow Property may be withdrawn except as expressly provided in this Agreement.


 


(c)      While
the Escrow Shares are held in the Escrow Account, the Seller named on the applicable Escrowed Stock Certificate shall have the
right to vote the Escrow Shares included in such Escrowed Stock Certificate.


 


Section
4.      Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property
and shall deliver the Escrow Property to either the Purchaser or the Seller Representative for further distribution to the Sellers,
as applicable, in accordance with the following procedures:


 


(a)      Indemnification
Claims.


 


(i)      Purchaser
(with the DT Representative acting on its behalf) may assert a claim for indemnification on behalf of an Indemnified Party pursuant
to the Share Exchange Agreement (an “Indemnification Claim”) by providing written notice (a “Claim
Notice”) of such claim to the Seller Representative and the Escrow Agent, which Claim Notice shall include (A) a
reasonable description of the facts and circumstances which relate
to the subject matter of such Indemnification Claim to the extent then known, (B) the amount of Losses suffered by the Indemnified
Party in connection with the claim to the extent known or reasonably estimable (provided, that the DT Representative (on behalf
of Purchaser) may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim
Notice to the Seller Representative and the Escrow Agent (such amount, as it may be adjusted, the “Indemnification
Claim Amount”)) and (C) whether the Indemnification Claim results from a Third Party Claim; provided, that
the copy of any Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of
the Indemnifying Party or the Indemnified Party described in clause (A).


 






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(ii)     Unless
the Seller Representative provides to Purchaser and the Escrow Agent a written notice objecting to such Indemnification Claim
(an “Objection Notice”) (with any Objection Notice provided to Purchaser, but not the Escrow Agent,
including an attachment with a description, in reasonable detail, of the facts upon which such objection is based) by 11:59 p.m.
New York City time on the thirtieth (30th) day after the delivery of the Claim Notice (the date of the delivery of the Claim Notice
through such time, the “Objection Period”), subject to Section 4(a)(v), the Escrow Agent
shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection
Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property
from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such
instructions from the Seller Representative), distribute from the Escrow Account to Purchaser Escrow Property in an amount equal
to the Indemnification Claim Amount (less the amount of Accrued Dividends retained by the Purchaser and forfeited by the Sellers
as an indemnification payment for such Indemnification Claim, as identified by the Purchaser to the Escrow Agent).


 


(iii)    If
the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Indemnification
Claim Amount, subject to Section 4(a)(v), the Escrow Agent shall promptly (in any event within five (5) Business Days)
after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative
written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within
five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), distribute
from the Escrow Account to Purchaser Escrow Property in an amount equal to the undisputed portion of the Indemnification Claim
Amount (less the amount of Accrued Dividends retained by the Purchaser and forfeited by the Sellers as an indemnification payment
for such Indemnification Claim, as identified by the Purchaser to the Escrow Agent).


 


(iv)    If
the Seller Representative objects to the Indemnification Claim made in a Claim Notice, the Seller Representative shall deliver
concurrently to the Escrow Agent and Purchaser an Objection Notice during the Objection Period. If the Seller Representative timely
disputes an Indemnification Claim, Purchaser (with the DT Representative acting on its behalf) and the Seller Representative shall
resolve the dispute in accordance with the terms of the Share Exchange Agreement. If an Indemnification Claim is disputed by the
Seller Representative, the Escrow Agent shall not distribute to the Seller Representative (or directly to any Seller) any portion
of the Escrow Property with respect to the disputed portion of the Indemnification Claim Amount, until receipt of (i) joint written
instructions executed and delivered by the Seller Representative and DT Representative (on behalf of Purchaser) stating that the
dispute has been resolved and that Purchaser has the right to the Indemnification Claim Amount (or some portion thereof) (“Joint
Instructions”) or (ii) a copy of an arbitration award issued pursuant to Section 12.4 of the Share Exchange Agreement
or a court order from a court of competent jurisdiction establishing Purchaser’s right to the Indemnification Claim Amount
(or some portion thereof) pursuant to the Share Exchange Agreement (a “Binding Award”).





 


Upon
receipt of such Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of the Seller
Representative or Purchaser, promptly (in any event within five (5) Business Days) disburse to the Purchaser the amount of the
Escrow Property set forth in the Joint Instructions or the Binding Award (less any undisputed amounts already disbursed pursuant
to Section 4(a)(iii) and less the amount of Accrued Dividends retained by the Purchaser and forfeited by the Sellers as
an indemnification payment for such Indemnification Claim, as identified by the Purchaser to the Escrow Agent), as applicable.


 



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(v)     For
the avoidance of doubt, with respect to any Third Party Claim, even if the Seller Representative has agreed that the Sellers are
required to provide indemnification to the Indemnified Parties for such Third Party Claim, except for attorneys’ fees and
other costs and expenses for which the Sellers are responsible to pay to the Indemnified Parties regardless of the outcome of
such Third Party Claim (“Indemnified Third Party Costs”), no payment shall be made by the Escrow Agent
with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent
jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with
the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, each part that has
not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property in an amount
equal to Indemnified Third Party Costs shall be distributed by the Escrow Agent to Purchaser promptly (but in any event within
five (5) Business Days) after the DT Representative provides written notice to the Seller Representative and the Escrow Agent
of such Indemnified Third Party Costs.


 


(vi)     Payments
from the Escrow Account with respect to any Indemnification Claims shall first be paid with any cash or cash equivalents that
are held in the Escrow Account, then with the Escrow Shares and then with any remaining property in the Escrow Account. For any
Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share
Price as of the Resolution Date of such Indemnification Claim. For purpose of this Agreement: (A) the “Purchaser Share
Price” shall mean the average closing trade price per share of Purchaser Ordinary Shares (or any successor equity
security, including equity securities of a successor entity issued in exchange for Purchaser Ordinary Shares) as listed by the
Nasdaq Capital Market (or any successor exchange or quotation system on which such shares are listed or quoted) for the twenty
(20) day trading period ending on the trading day immediately prior to the date of determination; and (B) the “Resolution
Date” means the date that an Indemnification Claim is determined in accordance with this Section 4(a): (I)
if no Objection Notice is delivered by the Seller Representative (other than with respect to a Third Party Claim), the 31st
day after the date that the Claim Notice is delivered; (II) if prior to the date described in clause (I) above, the Seller
Representative provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set
forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (III) if the Seller Representative
provides an Objection Notice that disputes only a portion of the Indemnification Claim Amount (other than with respect to a Third
Party Claim), with respect to the undisputed portion of such Indemnification Claim Amount, the date that the Escrow Agent receives
such Objection Notice; (IV) with respect to any disputed Indemnification Claim Amount, either the date that the Escrow Agent receives
Joint Instructions or a Binding Award; or (V) with respect to any Third Party Claim, that date that such Third Party Claim has
been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration)
or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim
is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be
the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs,
the Resolution Date shall be the date that the DT Representative
notifies the Seller Representative and the Escrow Agent in writing of the amount of such Indemnified Third Party Costs.


 






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(b)     Earn-Out
Payments.


 


(i)      Promptly,
but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out
Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for
any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject
to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative
Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an
“Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account
in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding
for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less
the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification
Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of
any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in
the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum
amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments
that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares
to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out
Release Date.


 


(ii)      For
purposes of this Agreement: (A) the “Reserved Amount” shall mean the aggregate dollar amount for all
Pending Claims (less with respect to each Pending Claim (x) any undisputed amounts already distributed pursuant to Section
4(a)(iii) and (y) any Indemnified Third Party Costs already paid if such Pending Claim is a Third Party Claim) and Unpaid
Claims as of the relevant time; (B) a “Pending Claim” shall mean any Indemnification Claim (I) for which,
as of the relevant time, either (x) an Objection Notice has been delivered and remains unresolved or (y) the period of time for
the delivery of an Objection Notice has not yet expired or (II) which is a Third Party Claim where it has been established (whether
by agreement of the Seller Representative, arbitration award, court order or otherwise) that the Sellers are responsible to indemnify
the Indemnified Parties for such Third Party Claim, but which Third Party Claim is still pending in whole or in part and has not
been sustained by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled
in accordance with the provisions of the Share Exchange Agreement (with only the part of such Third Party Claim which has not
been decided or settled being the Pending Claim); and (C) an “Unpaid Claim” shall mean an Indemnification
Claim for which, as of the relevant time, the Escrow Agent is required pursuant to Section 4(a) to make a payment to the
Purchaser, but for which the Escrow Agent has not yet made such payment.


 


(iii)     In
the event that any Earn-Out Payment otherwise payable to the Sellers from the Escrow Account has had all or a portion of such
payment reduced for the Reserved Amount due to Pending Claims, then within five (5) Business Days after the final determination
of each such Pending Claim, the Escrow Agent shall disburse to the Sellers any portion of the Reserved Amount for such Pending
Claim for which it is determined that the Indemnified Parties were not entitled to indemnification (up to a maximum amount of
disbursement by the Escrow Agent equal to the Reserved Amount for such Pending Claim which was used to reduce an Earn-Out Payment)
as set forth in written instructions provided by the Seller Representative and Purchaser.








 






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(c)      Any
amount of Escrow Property required to be delivered to the Purchaser or the Sellers pursuant to this Section 4 shall be
delivered by the Escrow Agent pursuant to such delivery instructions as provided by the DT Representative with respect to Purchaser
or Seller Representative with respect to the Sellers. The Escrow Agent shall rely exclusively on instructions provided by the
Seller Representative and the DT Representative (on behalf of Purchaser) as to the amount and recipient of any distribution of
Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction or other award
granted pursuant to other binding legal process (including any binding arbitration). The Escrow Agent has no duty or responsibility
to calculate any distribution or to confirm the accuracy of any distribution amount so instructed. In the event that the Escrow
Agent has any question as to the applicable Purchaser Share Price, the Seller Representative and Purchaser shall cooperate and
promptly provide the Escrow Agent with their good faith determination of the applicable Purchaser Share Price (and in the event
of any dispute as to the Purchaser Share Price, the Escrow Agent shall not disburse any Escrow Property until such dispute has
been resolved).


 


(d)      The
Escrow Agent shall have the right to deduct and withhold taxes from any payments to be made hereunder if such withholding is required
by law and to request and receive any necessary tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable,
or any similar information, from Purchaser or the Sellers, as applicable.


 


Section
5.    Tax Matters. Purchaser and the Seller Representative agree and acknowledge that, for all
U.S. and foreign tax purposes, Purchaser shall be the owner of the Escrow Property while held in the Escrow Account and until
released to the Sellers or the Seller Representative for distribution to the Sellers, and all interest, earnings or income, if
any, earned with respect to the Escrow Property while held by the Escrow Agent shall be treated as earned by Purchaser until released
to the Seller Representative for distribution to the Sellers.


 


Section
6.      Duties. The Escrow Agent’s duties are entirely ministerial and not discretionary,
and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to the Escrow Property,
except to give notice, provide monthly reports, make disbursements, keep an accurate record of all transactions with respect to
the Escrow Property, hold the Escrow Property in accordance with the terms of this Agreement and to comply with any other duties
expressly set forth in this Agreement. The Escrow Agent shall not have any interest in the Escrow Property but shall serve as
escrow holder only and have only possession thereof. Nothing contained herein shall be construed to create any obligation or liability
whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries
to this Agreement.


 


Section
7.     Monthly Reports. The Escrow Agent shall provide monthly account statements to Purchaser
and the Seller Representative with respect to the Escrow Account. Purchaser and the Seller Representative have one hundred twenty
(120) days to object in writing to such reports. If no written notice detailing a party's objections has been received by the
Escrow Agent within this period, an acceptance of such reports shall be deemed to have occurred.


 


Section
8.    Authorized Parties; Reliance. The parties hereby acknowledge that the DT Representative has
the sole and exclusive authorization to act on behalf of Purchaser under this Agreement. Purchaser and the Seller Representative
agree to provide, on Exhibit A (as it may be amended from time to time) to this Agreement, the names and specimen signatures
of those persons who are authorized to issue notices and instructions to the Escrow Agent and execute required documents under
this Agreement. In the event that the DT Representative is replaced in accordance with Section 12.14 of the Share Exchange Agreement,
Purchaser shall promptly thereafter provide notice to the Escrow Agent of the replacement DT Representative, who shall thereafter
be fully authorized to act on behalf of Purchaser under this Agreement, and shall provide any replacement authorized individuals
to act on behalf of Purchaser for purposes of Exhibit A. The Escrow Agent may rely and shall be protected in acting or
refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine
and to have been signed or presented by the proper party or parties. The Escrow Agent is entitled to rely on, and shall be fully
protected in relying on, the instructions and notices from any one of the authorized signers, as identified on the attached Exhibit
A (as it may be amended from time to time) to this Agreement, from each of Purchaser and the Seller Representative, either
acting alone, until such time as their authority is revoked in writing, or until successors have been appointed and identified
by notice in the manner described in Section 14 below.


 






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Section
9.      Good Faith. The Escrow Agent shall not be liable for any action taken by it in good
faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may
consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered
by it hereunder in good faith and in accordance with the opinion of such counsel.


 


Section
10.   Right to Resign. The Escrow Agent may resign and be discharged from its duties or obligations hereunder
by giving such notice in writing of such resignation specifying a date when such resignation shall take effect, which shall be
a date not less than sixty (60) days after the date of the notice of such resignation. Similarly, the Escrow Agent may be removed
and replaced following the giving of thirty (30) days’ notice to the Escrow Agent by all of the other parties hereto. In
either event, Purchaser and the Seller Representative shall agree upon a successor Escrow Agent. If the Seller Representative
and Purchaser are unable to agree upon a successor or shall have failed to appoint a successor prior to the expiration of sixty
(60) days following the date of resignation or thirty (30) days following the date of removal, the then-acting Escrow Agent may
petition any court of competent jurisdiction for the appointment of a successor escrow agent or otherwise appropriate relief,
and any such resulting appointment shall be binding upon all of the parties hereto. Any successor Escrow Agent shall execute and
deliver to the predecessor Escrow Agent, Purchaser and the Seller Representative an instrument accepting such appointment and
the transfer of the Escrow Property and agreeing to the terms of this Agreement.


 


Section
11.   Compensation. The Escrow Agent shall be entitled to receive the fees as set forth on Exhibit
B for the services to be rendered hereunder, and to be paid or reimbursed for all reasonable documented out-of-pocket expenses,
disbursements and advances, including reasonable documented out-of-pocket attorneys’ fees, incurred or paid in connection
with carrying out its duties hereunder, such amounts to be paid one-half (1/2) equally by Purchaser and the Seller Representative
(on behalf of the Sellers).


 


Section
12.    Indemnification. Each of Purchaser and the Seller Representative (on behalf of the Sellers)
hereby agrees to jointly and severally indemnify the Escrow Agent for, and to hold it harmless against any loss, liability or
expense incurred without gross negligence, willful misconduct or bad faith on the part of the Escrow Agent, arising out of or
in connection with its entering into this Agreement and carrying out its duties hereunder. Notwithstanding the foregoing, as between
Purchaser and the Seller Representative, each of Purchaser and the Seller Representative (on behalf of the Sellers) shall be responsible
for one-half (1/2) of such indemnification obligations, and each of Purchaser and the Seller Representative shall have the right
to seek contribution from the other to the extent that it pays for more than one-half (1/2) of such indemnification obligations.








 






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Section
13.   Disputes. If a controversy arises between the parties hereto as to whether or not or to whom the
Escrow Agent shall deliver all or any portion of the Escrow Property or as to any other matter arising out of or relating to this
Agreement or the Escrow Property, the Escrow Agent shall not be required to determine the same, shall not make any delivery of
and shall retain the Escrow Property in dispute without liability to anyone until the rights of the parties to the dispute shall
have finally been determined by mutual written agreement of Purchaser and the Seller Representative, or by a final non-appealable
judgment or order of any state or federal court located in New York County, New York (or in any court in which appeal from such
courts may be taken) but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow
Agent shall be entitled to assume that no such controversy has arisen unless it has received notice of such controversy or conflicting
written notices from the parties to this Agreement. Any disputes arising out of, related to, or in connection with, this Agreement
between Purchaser and the Seller Representative, including a dispute arising from a party’s failure or refusal to sign a
joint written notice hereunder, shall be determined by arbitration conducted in accordance with the provisions of Section 12.4
of the Share Exchange Agreement (other than (i) disputes subject to the Dispute Resolution Procedure under Section 2.2 of the
Share Exchange Agreement, which will be determined in accordance with such section, or (ii) applications for a temporary restraining
order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of any arbitration
award pursuant to this Section 13 or Section 12.4 of the Share Exchange Agreement).


 


Section
14.   Notices. Except to the extent expressly set forth herein, all notices and communications hereunder
shall be in writing and shall be deemed to be given if (a) delivered personally, (b) sent by facsimile or email (with affirmative
confirmation of receipt), (c) sent by recognized overnight courier that issues a receipt or other confirmation of delivery or
(d) sent by registered or certified mail, return receipt requested, postage prepaid to the parties as follows:


 


	If
                                         to Purchaser, to:

        

         

        China
        Lending Corporation

        c/o
        DeTiger Holdings Limited

        Room
        1102, 11/F

        Beautiful
        Group Tower

        77
        Connaught Road

        Central,
        Hong Kong

        Attention:
        Winnie NG, Director

        Facsimile
        No.: (852) 3753-3393

        Telephone
        No.: (852) 2110-0081

        Email:
        Office@DeTigerCapital.com

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

         

        

        Ellenoff
        Grossman & Schole LLP

        1345
        Avenue of the Americas, 11th Floor

        New
        York, New York 10105

        Attention:
        Stuart Neuhauser 

        Facsimile
        No.: (212) 370-7889

        Telephone
        No.: (212) 370-1300

        Email:
        sneuhauser@egsllp.com

	 	 	 
	If
                                         to the Seller Representative, to:

         

        Li
        Jingping

        c/o
        Urumqi Feng Hui Direct Lending Limited 

        11th
        Floor, Satellite Building

        473
        Satellite Road

        Economic
        Technological Development Zone

        Urumqi,
        Xinjiang, China 830000

        Attention:
        Li Jingping and Stephen Chan

        Facsimile
        No.: +86-991-2321276

        Telephone
        No.: +86-991-3072247

        Email:
        lijingping@fhxd.net and

                   chan.stephen@fhxd.net

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

         

        Foley
        & Lardner LLP

        90
        Park Avenue

        New
        York, NY 10016-1314

        Attention:
        Selig D. Sacks

        Facsimile
        No.: (212) 687-2329

        Telephone
        No.: (212) 338-3420

        Email:
        ssacks@foley.com




 






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	If
                                         to the Escrow Agent, to:

         

        Continental
        Stock Transfer & Trust Company

        17
        Battery Place 8th Floor

        New
        York, NY 10004

        Attention:
        Compliance Department

        Facsimile
        No: (212) 509-5150

        Telephone
        No: (212) 845-4000 
	 	 


 


or
at such other address as any of the above may have furnished to the other parties in a notice duly given as provided herein. Any
such notice or communication given in the manner specified in this Section 14 shall be deemed to have been given (i) on the date
personally delivered or transmitted by facsimile or email (with affirmative confirmation of receipt), (ii) one (1) Business Day
after the date sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (iii) three (3)
Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid.


 


Section
15.   Term. This Agreement shall terminate upon the final, proper and complete distribution of the Escrow
Property in accordance with the terms hereof; provided, that Purchaser’s and the Seller Representatives’ obligations
under Section 12 hereof shall survive any termination of this Agreement.


 


Section
16.    Entire Agreement. The terms and provisions of this Agreement (including the Exhibits hereto,
which are hereby incorporated by reference herein) constitute the entire agreement between the Escrow Agent and the other parties
hereto with respect to the subject matter hereof. Notwithstanding the foregoing, as between Purchaser and the Seller Representative,
the terms of the Share Exchange Agreement shall control and govern over the terms of this Agreement in the event of any conflict
or inconsistency between this Agreement and the Share Exchange Agreement. The actions of the Escrow Agent shall be governed solely
by this Agreement.


 


Section
17.   Amendment; Waiver. This Agreement may be amended or modified only by a written instrument duly
signed by the parties hereto, and any provision hereof may be waived only by a written instrument duly signed by the party against
whom enforcement of such waiver is sought.


 


Section
18.   Severability. In the event that any provision of this Agreement or the application thereof, becomes
or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will
continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted
so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision
of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and
other purposes of such void or unenforceable provision.


 


Section
19.   Further Assurances. From time to time on and after the date hereof, Purchaser and the Seller Representative
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.


 


Section
20.   Accounting. In the event of the resignation or removal of the Escrow Agent, upon the termination
of this Agreement or upon demand at any time of either Purchaser or the Seller Representative under reasonable circumstances,
the Escrow Agent shall render to Purchaser, the Seller Representative and the successor escrow agent (if any) an accounting (free
of charge) in writing of the property constituting the Escrow Property.


 






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Section
21.    Interpretation. The parties acknowledge and agree that: (a) this Agreement is the result of
negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (b) each party and
its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits attached hereto) and
have contributed to its revision and (c) the rule of construction to the effect that any ambiguities are resolved against the
drafting party will not be employed in the interpretation of this Agreement. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless
the context otherwise requires: (i) words of the masculine, feminine or neuter gender will include the masculine, neuter or feminine
gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the
plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person
in any other capacity; (iii) reference to any law means such law as amended, modified codified or reenacted, in whole or in part,
and in effect from time to time, including rules and regulations promulgated thereunder; (iv) any agreement or instrument defined
or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments
incorporated therein; (v) the term “or” means “and/or”; (vi) the words “herein, “hereof”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision; (vii) the words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without limitation”; (viii) any reference herein
to “dollars” or “$” shall mean United States dollars; and (ix) reference to any Section or Exhibit means
such Section hereof or Exhibit hereto.


 


Section
22.   Successors and Assigns. This Agreement and the rights and obligations hereunder may not be assigned
without the prior written consent of each of the parties hereto; provided, however, that if the Seller Representative
is replaced in accordance with the terms of the Share Exchange Agreement, the replacement Seller Representative shall automatically
become a party to this Agreement as if it were the original Seller Representative hereunder upon providing (i) written notice
to the Escrow Agent and Purchaser of such replacement and accepting its rights and obligations under this Agreement and (ii) the
Escrow Agent with the documentation referenced in Section 27 hereof from such replacement Seller Representative. This Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted
assigns.


 


Section
23.   Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any
party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence
in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such
right preclude any other (or further) exercise thereof or of any other right. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive to or exclusive of, any rights or remedies otherwise available to a party hereunder.


 


Section
24.   Governing Law; Venue. The terms and provisions of this Agreement shall be construed and enforced
in accordance with the laws of the State of New York without reference to its conflict of law provisions. Subject to Section
13, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state or federal court
located in New York County, New York (or in any court in which appeal from such courts may be taken) in connection with any matter
based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in
any manner authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any
objection which they might otherwise have to such jurisdiction, venue and such process.


 






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Section
25.   Waiver of Jury Trial. EACH PARTY HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY
LITIGATION, CLAIM, CAUSE OF ACTION OR OTHER LEGAL PROCEEDING BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER PARTY OR PARTIES, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH LITIGATION, CLAIM, CAUSE
OF ACTION OR OTHER LEGAL PROCEEDING SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


Section
26.   Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including
by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


Section
27.   U.S. Patriot Act. Purchaser and the Seller Representative agree to provide the Escrow Agent with
the information reasonably requested by the Escrow Agent to verify and record Purchaser’s and the Seller Representative’s
respective identities pursuant to the Escrow Agent’s procedures for compliance with the U.S. Patriot Act and any other applicable
laws.


 


Section
28.   Representations of the Parties. Each of the parties hereto hereby represents and warrants that
as of the date hereof: (a) it has the power and authority to execute and deliver this Agreement and to perform its obligations
hereunder, and all such actions have been duly and validly authorized by all necessary proceedings; and (b) this Agreement has
been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement of it.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first
written above.


 





	 	Purchaser:
	 	 
	 	DT
    ASIA INVESTMENTS LIMITED
	 	 
	 	By:	/s/
    Steven N. Cannon
	 	 	Name:
    Steven N. Cannon
	 	 	Title:
    President and Chief Executive Officer
	 	 	 
	 	The
    Seller Representative:
	 	 	 
	 	/s/ Li
    Jingping
	 	Li
    Jingping, in the capacity under the Share Exchange Agreement as the Seller Representative
	 	 	 
	 	The
    Escrow Agent:
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & 

    TRUST COMPANY, as escrow agent
	 	 	 
	 	By:	/s/
    Henry Farrell
	 	 	Name:
    Henry Farrell
	 	 	Title:
    Vice President





 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Escrow Agreement]