Exhibit 10.2


 


CONVERTIBLE PROMISSORY NOTE



 


	Effective Date: March 4, 2021	U.S. $3,320,000.00



 


FOR VALUE RECEIVED,
TD Holdings, Inc., a Delaware corporation (“Borrower”), promises
to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors
or assigns (“Lender”), $3,320,000.00 and any interest, fees, charges, and late fees accrued hereunder on the
date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms
set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price
Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised
of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this
Note. This Convertible Promissory Note (this “Note”) is issued and made effective as of the date set forth above
(the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated March
4, 2021, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”).
Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This Note carries an
OID of $300,000.00. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is fully earned and included in the initial principal balance of this Note. The
purchase price for this Note shall be $3,000,000.00 (the “Purchase Price”), computed as follows: $3,320,000.00
original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by
wire transfer of immediately available funds.


 


1. Payment;
Prepayment.


 


1.1. Payment.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below),
as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid
interest, and thereafter, to (d) principal.


 


1.2. Prepayment.
Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance (less such
portion of the Outstanding Balance for which Borrower has received a Redemption Notice (as defined below) from Lender where the
applicable Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note, Borrower shall
make payment to Lender of an amount in cash equal to 125% multiplied by the portion of the Outstanding Balance Borrower elects
to prepay.


 


2. Security.
This Note is unsecured.


 


3. Borrower
Redemptions.


 


3.1. Redemption
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion shall be
the Redemption Conversion Price.


 


3.2. Redemption
Conversions. Beginning on the date that is three (3) months from the Purchase Price Date, Lender shall have the right, exercisable
at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption
Amount”), subject to the Maximum Monthly Redemption Amount, by providing Borrower with a notice substantially in the
form attached hereto as Exhibit A (each, a “Redemption Notice”, and each date on which Lender delivers
a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1)
or more Redemption Notices in any given calendar month; provided that the aggregate Redemption Amounts in such calendar month do
not exceed the Maximum Monthly Redemption Amount. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting
such Redemption Amount into registered Common Stock (the “Conversion Shares”) for the period beginning on the
date that is three (3) months from the Purchase Price Date and ending on the date that is six (6) months from the Purchase Price
Date and in registered or unregistered Common Stock thereafter in accordance with this Section 3.2 (each, a “Redemption
Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable
Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long
as the cash is delivered to Lender on the third (3rd) Trading Day immediately following the applicable Redemption Date
and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date (as defined below). Notwithstanding
the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption
Amount and shall be required to pay the Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions
Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity
Date is an Event of Default (as defined below), the Redemption Dates shall continue after the Maturity Date pursuant to this Section
3.2 until the Outstanding Balance is repaid in full.


 



     


     


    




 


3.3. Allocation
of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed allocation
in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within twenty-four
(24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption Conversions
equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the
deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable
Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are
subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment
permitted under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation
of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice
may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include
an Adjustment arises from Lender’s own calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption
Conversion to Lender in accordance with Section 7 below on or before each applicable Delivery Date.


 


4. Defaults;
Remedies.


 


4.1. Defaults.
The following are events of default (each, an “Event of Default”) under this Note: (a) Borrower fails to pay
any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Conversion
Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower
or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or
discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for
the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or
foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower or any pledgor, trustor,
or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of
Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase
Agreement) in any material respect, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement;
(i) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction
Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material
respect when made or furnished; (j) the occurrence of a Fundamental Transaction without Lender’s prior written consent unless
this Note is paid in full in connection with such Fundamental Transaction, in which case no consent will be required; (k) Borrower
fails to maintain the Share Reserve (as defined in the Purchase Agreement); (l) Borrower effectuates a reverse split of its Common
Stock without twenty (20) Trading Days prior written notice to Lender unless the reverse split is required to maintain compliance
with the minimum bid price requirements of the principal market; (m) any money judgment, writ or similar process is entered or
filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $500,000.00, and shall
remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (n) Borrower
fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement;
or (p) Borrower or any subsidiary of Borrower, breaches any covenant or other term or condition contained in any Other Agreements
in any material respect. Notwithstanding the foregoing, the occurrence of any of the events described in Section 4.1(i) through
(o) above shall not be considered to be an Event of Default if such event is cured within fifteen (15) Trading Days of the occurrence
of such event.


 



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4.2. Default
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may
accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at
the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender
may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth
below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall
be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding
Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to
apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due
and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance
immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable
law (“Default Interest”). For the avoidance of doubt, Lender may continue making Redemption Conversions at any
time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration
described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any
kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time
prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives
full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s
failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.


 


5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has
or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.


 


6. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the
waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7. Method
of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following each Redemption
Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares
are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically
via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not DWAC Eligible or such Conversion
Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Redemption Notice),
via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion
Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower
has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually
received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery
Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction
Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities
legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule
144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with
a restricted securities legend, but otherwise in accordance with the provisions of this Section 7. In conjunction therewith, Borrower
will also deliver to Lender a written explanation from its counsel or its transfer agent’s counsel opining as to why the
issuance of the applicable Conversion Shares violates Rule 144.


 



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8. Issuance
Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender
agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction
Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Issuance Cap”), except that such
limitation will not apply following Approval (defined below). If the number of shares of Common Stock issued to Investor reaches
the Issuance Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower, at its election, will use reasonable
commercial efforts to obtain stockholder approval of the Note and the issuance of additional Conversion Shares, if necessary, in
accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). If the Borrower is unable
to obtain such Approval, any remaining Outstanding Balance of this Note must be repaid in cash. For the avoidance of doubt, failure
to seek or obtain the Approval shall not be considered an Event of Default hereunder.


 


9. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall
not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with
its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such
date (including for such purpose the Common Stock issuable upon such issuance) (the “Maximum Percentage”). For
purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding
the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization
is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced
with “9.99%” pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased,
decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum
Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day
notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 


10. Opinion
of Counsel. In the event that an opinion of counsel is needed for conversion of this Note, Lender has the right to have any
such opinion provided by its counsel.


 


11. Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference.


 


12. Arbitration
of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined
in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


13. Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be
deemed canceled, and shall not be reissued.


 


14. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


15. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock issued upon conversion
of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


16. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with the subsection of the Purchase Agreement titled “Notices.”


 


17. Liquidated
Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note,
Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly,
Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not
penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s
expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144).


 


18. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 	 
	 	TD Holdings, Inc.
	 	 	 
	 	By:	/s/ Renmei Ouyang
	 	Name:	Renmei Ouyang
	 	Title: 	Chief Executive Director



 





	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 	 
	LENDER:	 
	 	 	 
	Streeterville Capital, LLC	 
	 	 	 
	By:	/s/ John M. Fife	 
	 	John M. Fife, President	 



 


[Signature Page to Convertible
Promissory Note]


 




     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1. “Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the
last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last
closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market
where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as
reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated
for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the
case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. All
such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.


 


A2. “Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by (a) fifteen
percent (15%) for each occurrence of any Major Default, or (b) five percent (5%) for each occurrence of any Minor Default, and
then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the
sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred;
provided that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times
hereunder with respect to Minor Defaults.


 


A3. “DTC”
means the Depository Trust Company or any successor thereto.


 


A4. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A5. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A6. “DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation)
by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d)
the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A7. “Equity
Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption Date: (a) with
respect to the applicable date of determination all of the Conversion Shares would be freely tradable under Rule 144 or without
the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion
of this Note); (b) no Event of Default shall have occurred or be continuing hereunder; (c) the average and median daily dollar
volume of the Common Stock on its principal market for the previous twenty (20) and two hundred (200) Trading Days is be greater
than $120,000.00; and (d) the Closing Trade Price for the previous Trading Day must be greater than or equal to $1.30.


 


A8. “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation)
any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock
of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or
party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such
other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of
voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons
or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or
any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 



    Exhibit A to Convertible Promissory Note, Page 1


     


    




 


A9. “Major
Default” means any Event of Default occurring under Sections 4.1(a), 4.1(b), 4.1(k), or 4.1(o).


 


A10.  “Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A11. “Market
Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen
(15) Trading Days, multiplied by (b) the aggregate number of outstanding Common Stock as reported on Borrower’s most recently
filed Form 10-Q or Form 10-K.


 


A12. “Maximum
Monthly Redemption Amount” means $375,000.00 per calendar month.


 


A13. “Minor
Default” means any Event of Default that is not a Major Default.


 


A14. “OID”
means an original issue discount.


 


A15. “Other
Agreements” means, collectively, all existing and future agreements and instruments between, among or by Borrower (or
it subsidiary), on the one hand, and Lender (or an affiliate), on the other hand.


 


A16. “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant
to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid
interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and
similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late
Fees) incurred under this Note.


 


A17. “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A18. “Redemption
Conversion Price” means 80% multiplied by the average of the lowest VWAP during the fifteen (15) Trading Days immediately
preceding the date the applicable Redemption Notice is delivered.


 


A19. “Trading
Day” means any day on which Borrower’s principal market is open for trading.


 


A20. “VWAP”
means the volume weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 


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    Exhibit A to Convertible Promissory Note, Page 2


     


    

 


EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	TD Holdings, Inc.	Date: _________________



 Attn: Renmei Ouyang


 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives
notice to TD Holdings, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on March 4, 2021 (the “Note”), that Lender elects to redeem a portion
of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice
and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide
a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the
meanings given to them in the Note.


 


REDEMPTION INFORMATION 


 


		A.	Redemption Date: ____________, 201_



		B.	Redemption Amount:  ____________



		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Redemption Conversion Price: _______________



		F.	Redemption Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:


 


	Broker:		 	Address:	
	DTC#:		 	 	
	Account #:		 	 	
	Account Name:		 	 	 



 





To the extent the
Redemption Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 






     Exhibit B to Convertible Promissory Note, Page 1


     


    

 


	Sincerely,	 
	 	 	 
	Lender:	 
	 	 	 
	Streeterville Capital, LLC	 
	 	 	 
	By:	Streeterville Management, LLC, its Manager	 
	 	 	 
	By:	/s/ John M. Fife	 
	 	John M. Fife, President	 



 






     Exhibit B to Convertible Promissory Note, Page 2