Exhibit 10.1


 


THE EXCHANGE CONTEMPLATED HEREIN IS
INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.


 


EXCHANGE AGREEMENT


 


This Exchange Agreement
(this “Agreement”) is entered into as of June 10, 2020 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 Original 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 “Original 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 Original Note and all
other documents entered into in conjunction therewith, the “Transaction Documents”).


 


B. Subject to the terms
of this Agreement, Borrower and Lender desire to partition a new Secured Convertible Promissory Note in the form of the Original
Note (the “Partitioned Note”) in the original principal amount of $111,486.27 (the “Exchange Amount”)
from the Original Note and then cause the outstanding balance of the Original Note to be reduced by an amount equal to the Exchange
Amount, which represents the total outstanding balance of the Partitioned Note.


 


C. Borrower and Lender
further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note for the
delivery of 148,648 shares of the Borrower’s Common Stock, par value $0.001 (the “Common Stock,” and such
148,648 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.


 


D. The Note Exchange
will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued free of any
restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any kind
whatsoever shall be given by Lender to Borrower in connection with this Agreement.


 


E. Lender and Borrower
now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.


 


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. Partition.
Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note.
Following such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and
effect, provided that the outstanding balance of the Original Note shall be reduced by an amount equal to the Exchange Amount.


 






     


     


    

 


3. Issuance of Shares.
Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before June 15,
2020 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined
below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned
Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated
brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance
that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free
Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have
been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm
servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm
and have been deposited into such clearing firm’s account for the benefit of Lender.


 


4. Closing.
The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares
to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents,
but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


5. Holding Period,
Tacking and Legal Opinion. Lender and Borrower represents, warrants and agrees that for the purposes of Rule 144 (“Rule
144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the
Partitioned Note and the Exchange Shares will include Lender’s holding period of the Original Note from March 26, 2019, which
date is the date that the Original Note was originally issued. Borrower agrees not to take a position contrary to this Section
5 in any document, statement, setting, or situation. Borrower agrees to take all action necessary to issue the Exchange Shares
without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable
holding period has been met. In furtherance thereof, prior to the Closing, counsel to Lender may, in its sole discretion, provide
an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions; and
(b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements
of Section 3(a)(9) of the Securities Act. Borrower represents that it is in full compliance with the tests and standards set forth
in Rule 144(i)(2) as of the date of this Agreement. The Exchange Shares are being issued in substitution of and exchange for and
not in satisfaction of the Partitioned Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of
the Partitioned Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section
5 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.


 






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6. Representations,
Warranties and Agreements of Borrower. 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, (b) 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, (c) except as specifically set forth herein, nothing herein
shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (d) the
issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly
issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions,
obligations, security interests and encumbrances of any kind, nature and description, (e) Borrower has not received any
consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned Note, and
(f) Borrower has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent
or finder’s fee or other similar payment by Borrower related to this Agreement.


 


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


 


8. Arbitration.
By its execution of this Agreement, 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 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 construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement 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 jurisdictions) that would
cause the application of the laws of any jurisdictions 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. 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.


 






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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
prevailing party 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.


 


12. No Reliance.
Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors, members,
managers, equity holders, representatives or agents has made any representations or warranties to the party 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, the party is not relying on any representation,
warranty, covenant or promise of the other party or such other party’s 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. Neither party shall
assign this Agreement or any of its obligations herein without the prior written consent of the other party.


 




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17. Continuing Enforceability;
Conflict Between Documents. Except as otherwise modified by this Agreement, the Original 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 Original 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.


 


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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intentionally left blank]


  




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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
Exchange Agreement]


 


 


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