Exhibit 10.1


 


FORBEARANCE
AGREEMENT


 


This
Forbearance Agreement (this “Agreement”) is entered into as of October 23, 2019 by and between Iliad Research
and Trading, L.P., a Utah limited partnership (“Lender”), and Future FinTech Group, Inc., a Florida corporation
(“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to
them in the Note (defined below).


 


A. Borrower
previously sold and issued to Lender that certain Secured Convertible Promissory Note dated March 26, 2019 in the original principal
amount of $1,070,000.00 (the “Note”) pursuant to that certain Securities Purchase Agreement dated March 26,
2019 by and between Lender and Borrower (the “Purchase Agreement,” and together with the Note and all other
documents entered into in conjunction therewith, the “Transaction Documents”).


 


B. Pursuant
to Section 8 of the Note, upon receipt of a Redemption Notice, Borrower was obligated to repay the Redemption Amount set forth
in the Redemption Notice within three (3) Trading Days of its receipt of such Redemption Notice (each such instance, a “Redemption”).


 


C. On
September 30, 2019, Lender delivered a Redemption Notice to Borrower (the “September 30 Redemption Notice”,
and such Redemption, the “September 30 Redemption”).


 


D. As
of the date hereof, Borrower has not yet paid the Redemption Amount set forth in the September 30 Redemption Notice, which failure
to pay constitutes an Event of Default under the Note (the “Default”).


 


E. As
a result of the Default, Lender has the right to, among other things, accelerate the Maturity Date of the Note and initiate collections
actions against Borrower.


 


F. No
new or additional consideration is being provided in connection with this Agreement other than the modification of terms as provided
herein.


 


G. In
addition to the Default, multiple other Events of Defaults have occurred under the Note, as detailed in that certain notice dated
August 23, 2019 sent by Lender to Borrower, resulting in balance increases being applied to the Outstanding Balance and Default
Interest accruing under the Note.


 


H. Lender
has agreed, subject to the terms, conditions and understandings expressed in this Agreement, to withdraw the September 30 Redemption
Notice, reduce the Outstanding Balance and interest rate and refrain and forbear from exercising and enforcing remedies against
Borrower for the Default as provided in this Agreement.


 






     


     


    

 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1. Recitals
and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are
true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.


 


2. Forbearance.
Subject to the terms, conditions and understandings contained in this Agreement, Lender hereby agrees: (a) to withdraw the September
30 Redemption Notice as if it had never been made or issued by Lender; (b) reduce the Outstanding Balance to $885,254.53; (c)
stop charging Default Interest (interest will instead accrue at the base interest rate set forth in the Note) (the “Interest
Rate Reduction”); and (d) not to accelerate the Outstanding Balance of the Note or initiate collections actions (the
“Forbearance”). For the avoidance of doubt, the Forbearance shall only apply to the Default and not to any
Events of Default that may occur subsequent to the date hereof or any other Event of Default that occurred prior to the date hereof.
Lender also agrees not to make any Redemptions pursuant to Section 8 of the Note before October 25, 2019.


 


3. Redemption
Adjustments. Notwithstanding anything to the contrary in the Note, in the event Lender delivers a Redemption Notice to Borrower
at any time after the date hereof and the Redemption Amount set forth therein is not paid in cash to Lender within three (3) Trading
Days, then the applicable Redemption Amount shall be increased by 25% (the “First Adjustment,” and such increase
to the Redemption Amount, the “First Adjusted Redemption Amount”). In the event the First Adjusted Redemption
Amount is not paid within three (3) Trading Days after the date of First Adjustment, then the First Adjusted Redemption Amount
shall be increased in accordance with the following formula: $0.75 divided by the lowest Closing Trade Price of the Common Stock
during the twenty (20) Trading Days prior to the date of the Second Adjustment and the resulting quotient multiplied by the First
Adjusted Redemption Amount (the “Second Adjustment,” and such increase to the First Adjusted Redemption Amount,
the “Second Adjusted Redemption Amount”) provided, however, that such formula shall only be applied if the
resulting quotient is greater than one (1) and such formula shall in no event be used to reduce the First Adjusted Redemption
Amount. Upon payment in cash of the First Adjusted Redemption Amount or Second Adjusted Redemption Amount, the Outstanding Balance
will be reduced by the original amount set forth in the Redemption Notice.


 


4. Monthly
Balance Reduction. Notwithstanding any balance adjustments pursuant to Section 3 above, Borrower covenants and agrees that
during each calendar month, beginning in the month of October 2019, Borrower will reduce the Outstanding Balance by at least $100,000.00.
For example, if the Outstanding Balance on September 30, 2019 were $1,000,000.00 then Borrower would need to make whatever payments
were necessary to reduce the Outstanding Balance to at least $900,000.00 by October 31, 2019, to at least $800,000.00 by November
30, 2019, and so on until the Note is paid in full. Notwithstanding the foregoing, if the Outstanding Balance is reduced by more
than $100,000.00 in a given month, then the portion of the balance reduction amount that exceeds $100,000.00 may be counted toward
the mimimum balance reduction requirement in the next month or months. Failure to reduce the Outstanding Balance as provided in
this Section 4 is a material breach of this Agreement.


 


5. Ratification
of the Note. The Note shall be and remains in full force and effect in accordance with its terms, and is hereby ratified and
confirmed in all respects. Borrower acknowledges that it is unconditionally obligated to pay the Outstanding Balance and represents
that such obligation is not subject to any defenses, rights of offset or counterclaims. No forbearance or waiver other than as
expressly set forth herein may be implied by this Agreement. Except as expressly set forth herein, the execution, delivery, and
performance of this Agreement shall not operate as a waiver of, or as an amendment to, any right, power or remedy of Lender under
the Note or the Transaction Documents, as in effect prior to the date hereof.


 






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6. Failure
to Comply. Borrower understands that the Forbearance shall terminate immediately upon the earliest occurrence of any Event
of Default after the date hereof (or Lender becoming aware of any Event of Default other than the Default that occurred prior
to the date hereof), and that in such case: (a) the Interest Rate Reduction will terminate and Default Interest will again begin
accruing; and (b) Lender may seek all recourse available to it under the terms of the Note, this Agreement, any other Transaction
Document, or applicable law. For the avoidance of any doubt, the termination of the Forbearance pursuant to this Section shall
not terminate, limit or modify any other provision of this Agreement (including without limitation Sections 3 and 4 hereof).


 


7. Representations,
Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates,
successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a) Borrower
has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein,
all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or
notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of
the obligations of Borrower hereunder.


 


(b) Any
Event of Default which may have occurred under the Note has not been, is not hereby, and shall not be deemed to be waived by Lender,
expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower’s obligations under
this Agreement. The agreement of Lender to refrain and forbear from exercising any rights and remedies by reason of any existing
default or any future default shall not constitute a waiver of, consent to, or condoning of, any other future default. For the
avoidance of any doubt, the Forbearance described herein only applies to the Default and shall not constitute a waiver or forbearance
of any other rights or remedies available to Lender with respect to any other Events of Default under the Note or other breach
of the Transaction Documents by Borrower.


 


(c) All
understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete,
and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise
disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being
misleading. Borrower acknowledges and agrees that Lender has been induced in part to enter into this Agreement based upon Lender’s
justifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals
contained in this Agreement. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed
to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed
in this Agreement or any representation, warranty, or recital contained in this Agreement.


 






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(d) Except
as expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement
nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen,
modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Note or any of the other Transaction
Documents.


 


(e) Borrower
has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of
action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected
with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun
prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to,
or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise,
rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights,
claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and
agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the
existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.


 


(f) Borrower
hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient
period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents
executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters
relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected by Borrower
(or had the opportunity to be represented by counsel). Borrower further acknowledges and agrees that it has actively and with
full understanding participated in the negotiation of this Agreement and all other documents executed and delivered in connection
with this Agreement after consultation and review with its counsel (or had the opportunity to be represented by counsel), that
all of the terms and conditions of this Agreement and the other documents executed and delivered in connection with this Agreement
have been negotiated at arm’s length, and that this Agreement and all such other documents have been negotiated, prepared,
and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or imposed
upon any party by any other party. No provision of this Agreement or such other documents shall be construed against or interpreted
to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being
deemed to have structured, dictated, or drafted such provision.


 


(g) There
are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative,
or judicial authority or agency, or arbitrator, against Borrower.


 


(h) There
is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding
on Borrower, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance, compliance
or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in
connection with this Agreement.


 






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(i) Borrower
is solvent as of the date of this Agreement, and none of the terms or provisions of this Agreement shall have the effect of rendering
Borrower insolvent. The terms and provisions of this Agreement and all other instruments and agreements entered into in connection
herewith are being given for full and fair consideration and exchange of value.


 


7. Headings.
The headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation
of this Agreement.


 


8. Arbitration.
By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement)
and the parties agree to submit all Claims (as defined in the Purchase Agreement) arising under this Agreement or any Transaction
Document or other agreement between the parties and their affiliates to binding arbitration pursuant to the Arbitration Provisions.


 


9. Governing
Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard
to the principles of conflict of laws. Each party consents to and expressly agrees that the exclusive venue for arbitration of
any dispute arising out of or relating to this Agreement or any Transaction Document or the relationship of the parties or their
affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations to resolve disputes hereunder or under
any Transaction Document pursuant to the Arbitration Provisions, each party hereto submits to the exclusive jurisdiction of any
state or federal court sitting in Salt Lake County, Utah in any proceeding arising out of or relating to this Agreement and agrees
that all Claims in respect of the proceeding may only be heard and determined in any such court and hereby expressly submits to
the exclusive personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper
venue and any claim that such courts are an inconvenient forum. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


10. Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement
and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed
to be their original signatures for all purposes.


 


11. Attorneys’
Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the
parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore
be entitled to an additional award of the full amount of the attorneys’ fees and expenses  paid by such prevailing
party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual
claims or defenses giving rise to the fees and expenses.  Nothing herein shall restrict or impair an arbitrator’s
or a court’s power to award fees and expenses for frivolous or bad faith pleading.


 






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12. No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making
its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty,
covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than
as set forth in this Agreement.


 


13. Severability.
If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective
of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


14. Entire
Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes
all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect
to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.


 


15. Amendments.
This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement
may be waived except in writing signed by the party against whom such waiver is sought to be enforced.


 


16. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender
hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower may not assign
this Agreement or any of its obligations herein without the prior written consent of Lender.


 


17. Continuing
Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and each of the other
Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions.
This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If
there is any conflict between the terms of this Agreement, on the one hand, and the Note or any other Transaction Document, on
the other hand, the terms of this Agreement shall prevail.


 


18. Time
of Essence. Time is of the essence with respect to each and every provision of this Agreement.


 






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19. Notices.
Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement
to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.


 


20. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


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


 


	 	BORROWER:
	 	 	 
	 	FUTURE FINTECH GROUP, INC.
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


  


	 	LENDER:
	 	 	 	 
	 	ILIAD
    RESEARCH AND TRADING, L.P.
	 	 	 	 
	 	By:	Iliad
    Management, LLC, its General Partner
	 	 	 	 
	 	By:	Fife
Trading, Inc., its Manager
	 	 	 	 
	 	 	By:	 
	 	 	 	John
    M. Fife, President


 


 


 


 


 


 


 


[Signature
Page to Forbearance Agreement]