Exhibit 10.1


 


STANDSTILL AGREEMENT


 


This Standstill
Agreement (this “Agreement”) is entered into as of July 28, 2020 (the “Effective Date”) 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 Promissory Note dated December 19, 2019 in the original principal amount of $1,060,000.00
(the “Note”) pursuant to that certain Securities Purchase Agreement dated December 19, 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. Borrower has requested and Lender has agreed, subject
to the terms, conditionsand understandings expressed in this Agreement, to refrain and forbear temporarily from making redemptions
under the Note.


 


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.      Standstill.
Subject to the terms, conditions and understandings contained in this Agreement, for a period beginning on the Effective Date and
ending on the date that is ninety (90) days from the Effective Date (the “Standstill Period”), Lender will not seek
to redeem any portion of the Note (the “Standstill”). Notwithstanding the foregoing, the Standstill shall immediately
and automatically terminate upon the occurrence of any Event of Default under the Note or Borrower’s breach of this Agreement
or the Transaction Documents after the date of this Agreement.


 


3.      Standstill
Fee. As a material inducement and partial consideration for Lender’s agreement to enter into this Agreement, each of
Borrower and Lender acknowledges and agrees that the Outstanding Balance of the Note shall be increased by nine percent (9%) on
the Effective Date (the “Standstill Fee”). Each of Borrower and Lender acknowledges and agrees that, following the
application of the Standstill Fee, the Outstanding Balance of the Note is


$1,209,635.96 as of the date hereof.


 


4.        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 remaining balance of the Note
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.


 






     


     


    

 


5.        Failure
to Comply. Borrower understands that the Standstill shall terminate immediately upon the earliest occurrence of (a) any
breach of this Agreement, or (b) any Event of Default after the date hereof, and that in any such case, Lender may seek all
recourse available to it under the terms of the Note, this Agreement, any other Transaction Document, or applicable law. Upon
the termination of this Agreement or the expiration of the Standstill Period, among other rights, Lender shall have the right
to redeem all or any portion of the Outstanding Balance in accordance with the terms of the Note. For the avoidance of doubt,
the termination of the Standstill pursuant to this Section shall not terminate, limit or modify any other provision of this
Agreement (including without limitation the application of the Standstill Fee).


 


6.       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) Upon full satisfaction of Borrower’s
obligations under this Agreement, any Event of Default which may have occurred under the Note before the date of this
Agreement shall hereby be waived and released by Lender. 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.


 


(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.


 


(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 as of the date of
this Agreement 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.


 






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(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 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.


 


(h) 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.       Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever
has been or shall be given by Lender to Borrower in connection with the Standstill or any other amendment to the Note granted herein.


 


8.       Arbitration. Each
party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration Provisions (as
defined in the Purchase Agreement).


 






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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 agrees that the proper venue for any dispute arising out of or relating to
this Agreement shall be determined in accordance with the provisions of the Purchase Agreement. EACH PARTY’S
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 prevailing party shall 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.


 


12.    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.


 


13.   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.


 


14.   No
Reliance. Each party acknowledges and agrees that neither the other party nor any of its officers, directors, members, managers,
representatives or agents has made any representations or warranties to such party or any of its agents, representatives, officers,
directors, stockholders, 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 and the Transaction Documents, each party is not relying
on any representation, warranty, covenant or promise of the other party or its officers, directors, members, managers, agents or
representatives other than as set forth in this Agreement and in the Transaction Documents.


 






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


 


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:	Shanchun Huang
	 	Title:	CEO
	 	 	 
	 	 	 
	 	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 Standstill Agreement]


 






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