Exhibit 10.2


 


CONVERTIBLE PROMISSORY NOTE



 


	Effective Date: January 6, 2021	 	U.S. $1,670,000.00




 


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”), $1,670,000.00 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 January
6, 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 $150,000.00. 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 $1,500,000.00 (the “Purchase Price”), computed as follows: $1,670,000.00
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.


 






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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.


 


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.


 






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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.


 


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.


 






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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 Officer




 


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 $187,500.00 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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intentionally left blank]


 




    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 January 6, 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:	 	 
	 	John M. Fife, President	 




 


Exhibit B to Convertible
Promissory Note, Page 2