Exhibit
10.2


 


January
11, 2021


 


Future
FinTech Group Inc.


Room
2302, South Tower T1, Kaisa Plaza


No.
86 Jianguo Avenue, Chaoyang District


Beijing,
China 100025


Attn:
Shanchun Huang, Director and Chief Executive Officer


 


To
Whom It May Concern:


 


This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement
Agent”) and Future FinTech Group Inc., a Florida corporation (the “Company”), that the Placement
Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of the Company’s shares of Common Stock, par value $0.001
per share, (the “Common Stock” or the “Securities”). The Securities actually placed by the
Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall
be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”),
and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser,
or an obligation for the Company will issue any Securities or complete the Placement. The Company expressly acknowledges and agrees
that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this
Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful
placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing
on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on
its behalf in connection with the Placement; provided, however, that the Company shall first approve any such sub-agents. Certain
affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities. The sale
of Placement Agent Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any
Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with
any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection
with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as
of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to
the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member firm among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder of the Company, except
as set forth in the Purchase Agreement.


 






     


     


    

 


B. Covenants
of the Company. The Company covenants and agrees to use commercially reasonable efforts in order to continue to retain (i)
a firm of independent PCAOB registered public accountants for a period of at least five (5) years after the Closing Date and (ii)
a competent transfer agent with respect to the Common Stock for a period of five (5) years after the Closing Date. In addition,
from the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. Notwithstanding
the foregoing, this Section 1.B shall not apply in respect of an Exempt Issuance as defined in the Purchase Agreement.


 


C. Waiver
of Standstill The Placement Agent hereby provides a one-time waiver of any rights it may be entitled to pursuant to
Section 1.B of that certain placement agency agreement dated as of December 24, 2020 by and among the Company and the
Placement Agent solely with respect to the transactions contemplated by the Purchase Agreement.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good
standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the
laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent,
(iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority
to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing
of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use
its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements
of applicable law.


 


SECTION
3. COMPENSATION.


 


A. In
consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent and/or its respective
designees a cash fee of 7.25% of the aggregate gross proceeds raised from the sale of the Placement Agent Securities at the Closing
(the “Cash Fee”). The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay
the Placement Agent any fees or expenses except for the Cash Fee, the reimbursement of up to $30,000 in legal expenses and clearing
agent fees and expenses, and the reimbursement of out of pocket expenses of the Placement Agent in connection with marketing the
transaction (i.e., background checks, tombstones, etc.), with respect to the engagement hereunder; provided, however, that the
reimbursement of legal, and out of pocket expenses of the Placement Agent shall not exceed $55,000 in the aggregate; provided,
further, that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein. The Placement
Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that
a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA
Rules or that the terms thereof require adjustment.


 


SECTION
4. INDEMNIFICATION.


 


A. To
the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and
its affiliates, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred
(including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to
this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof)
are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement
Agent’s willful misconduct, bad faith or gross negligence in performing the services described herein.


 






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B. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any
obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such
action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the reasonable fees and
expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate
from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines
that it would be conflict of interest under the applicable rules of professional responsibility for the same counsel to represent
both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate
counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim
or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent
of the Placement Agent, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action
effected without its written consent, which will not be unreasonably withheld.


 


C. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent
on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The
amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees
actually received, or to be received, by the Placement Agent under this Agreement (excluding any amounts received as reimbursement
of expenses incurred by the Placement Agent).


 


E. These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 


SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the early of (i) January 15, 2021
and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”
In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate
the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement
hereunder for any reason prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3
hereof and fees with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary
contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section
3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality, indemnification and contribution
contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion
of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before
the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to
use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other
than those contemplated under this Agreement.


 






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SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in
connection with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except
as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without
the Placement Agent’s prior written consent.


 


SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable
by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The
Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall
have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement
or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder
are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company
contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase
Agreement, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and
waived by the Placement Agent:


 


A. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Placement Agent Securities and Compensation Securities, and all other legal matters relating to this Agreement
and the transactions contemplated hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all
material respects to the Placement Agent.


 


B. The
Placement Agent shall have received from outside U.S. counsel to the Company each such counsel’s written opinion with respect
to the Placement Agent Securities and Compensation Securities, addressed to the Placement Agent and dated as of the Closing Date,
in form and substance reasonably satisfactory to the Placement Agent.


 


C. The
Placement Agent shall have received customary certificates of the Company’s executive officers, as to the accuracy of the
representations and warranties contains in the Purchase Agreement, and a certificate of the Company’s secretary certifying
that the Company’s charter documents are true and complete, have not been modified and are in full force and effect; (ii)
that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect and have
not been modified; and (iii) as to the incumbency of the officers of the Company.


 


D. The
Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive
officers and directors.


 






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E. The
Common Stock shall be registered under the Exchange Act and, as of the Closing Date, the Common Stock shall be listed and admitted
and authorized for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such
action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have
the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading
the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such
registration or listing.


 


F. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities and the Compensation
Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and
no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have
been issued as of the Closing Date which would prevent the issuance or sale of the Placement Agent Securities or materially and
adversely affect or potentially and adversely affect the business or operations of the Company.


 


G. The
Company shall have entered into a Purchase Agreement with each of the several Purchasers of the Placement Agent Securities and
such agreements shall be in full force and effect and shall contain representations, warranties and covenants of the Company as
agreed upon between the Company and the Purchasers.


 


H. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Placement and
pay all filing fees required in connection therewith.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice
of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter
in writing.


 


SECTION
9. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party
without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising
under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement
may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution
and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


 






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SECTION
10. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this
Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be
amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent and the Company.
The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and
delivery of the Placement Agent Securities and the Compensation Securities. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or .pdf signature page were an original thereof.


 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City
time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent to
the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York
City time) on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized
air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages hereto.


 


SECTION
13. Press Announcements. The Company agrees that the Placement Agent
shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s role in connection
therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other
newspapers and journals, in each case at its own expense.


 


 


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remainder of this page has been intentionally left blank.]


 






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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy
of this Agreement.


 


	 	Very truly
    yours,
	 	 
	 	A.G.P./ALLIANCE
    GLOBAL PARTNERS
	 	 
	 	By:	 
	 	 	Name: 	Thomas J. Higgins
	 	 	Title: 	Managing Director
	 	 
	 	Address
    for notice:
	 	590
Madison Avenue 36th Floor

        New
York, New York 10022

        Attn:
Thomas Higgins

        Email:
thiggins@allianceg.com 



 


Accepted
and Agreed to as of

the date first written above:


 


	Future
FinTech Group Inc. 

	 
	By:	 	 
	 	Name: 	Shanchun Huang	 
	 	Title:
	Director and Chief Executive Officer
	 


 


Address
for notice:


Future
FinTech Group Inc.


Americas
Tower, 1177 Avenue of The Americas,

Suite 5100, New York, NY 10036


Attn:
Shanchun Huang, Director and Chief Executive Officer


 


 


[Signature
Page to Placement Agent Agreement.]


 




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