Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


January 6th, 2021


 


TD Holdings, Inc.


25th Floor, Block C. Tairan
Building


No.31 Tairan 8th Road, Futian
District


Shenzhen, Guangdong 518000


People’s Republic of China


Attention: Renmei Ouyang, Chief Executive Officer


 


Dear Ms. Ouyang:


 


This letter (the “Agreement”)
constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”)
and TD Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant
to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis,
in connection with the proposed placement of an equity line of credit facility (the “Placement”) of registered
shares of common stock (the “Offered Shares”) of the Company, par value $0.001 per share (“Common Stock”)
to White Lion Capital LLC (the “Purchaser”). The terms of the Placement and the Securities shall be mutually
agreed upon by the Company and the Purchaser 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 to issue any Offered Shares or complete the Placement. This
Agreement and the documents executed and delivered by the Company and the Purchaser in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below), shall be collectively referred to herein as the “Transaction
Documents.” Each date of the closing of a drawdown from the equity line shall be referred to herein as a “Closing
Date.“The Company expressly acknowledges and agrees that the obligations of the Placement Agent 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 Offered Shares and does not ensure the successful placement of the Offered Shares or any portion thereof or the success of
the Placement Agent with respect to securing any other financing on behalf of the Company. Following the prior written consent
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. The sale of the Offered Shares to the Purchaser will be evidenced by a securities purchase agreement
(the “Purchase Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company
and the Placement Agent. Prior to the signing of any Purchase Agreement, executive officers of the Company will be available upon
reasonable notice and during normal business hours to answer inquiries from prospective Purchaser.


 



     


     


    




 


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


 


A. Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchaser 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 each Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 


1. The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (Registration No. 333- 239757) for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Company’s securities, which registration statement became effective on
August 4, 2020. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration
statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule.
The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations
(the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus
included in such registration statement relating to (i) the placement of the Offered Shares and the plan of distribution thereof,
(ii) the Commitment Shares and (iii) the Placement Agent Shares (as such term is defined in Section 3 hereafter) and has advised
the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein.
The Offered Shares, the Commitment Shares and the Placement Agent Shares are sometimes referred to collectively hereafter as the
“Shares.” Such registration statement, including the exhibits thereto, as amended at the date of this Agreement,
is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration
Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form
in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented)
is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement,
the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference
therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue
date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as
the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or
the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s
knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the
meaning set forth in Rule 405 under the Securities Act.


 



    2


     


    




 


2. The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and
did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and
the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated
Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act
and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus,
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth
therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection
with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will
not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus,
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described
or filed as required or (y) will not be filed within the requisite time period. 


 


3. The
Company is eligible to use Free Writing Prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,
or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. Each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule
433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material
respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The
Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any Free Writing Prospectus.


 



    3


     


    




 


4.  The
Company has filed all reports, schedules, forms, statements or other documents required to be filed by the Company under the Securities
Act or Exchange Act, during the one year preceding the date hereof (the foregoing materials filed during such one year period,
including the exhibits thereto and documents incorporated by reference therein, the “SEC Reports”). For the
twelve months preceding the date hereof, the Company has filed the SEC Reports on a timely basis (including any valid extension
of such time of filing provided under Rule 12b-25 or under coronavirus-related relief by the SEC) and has filed any such SEC Reports
prior to the expiration of any such extension. As of their respective filing or amendment dates, the SEC Reports complied in all
material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder;
and as of their respective filing or amendment dates, the SEC Reports did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. 


 


5.  There
are no affiliations with any Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater shareholder of the Company, except
as set forth in the Registration Statement and the SEC Reports.


 





B. Covenants
of the Company.


 


1. The
Company has delivered or made available, or will as promptly as practicable deliver or make available, to the Placement Agent complete
conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any
of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material
in connection with the offering and sale of the Offered Shares pursuant to the Placement other than the Transaction Documents,
the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein
and any other materials permitted by the Securities Act.


 


2. The
Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the Base Prospectus or the final Prospectus has been filed and
will furnish the Placement Agent with copies thereof, the parties acknowledging that such obligation is satisfied by filing such
materials on the EDGAR system of the SEC. The Company will file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to
the date of any Prospectus and for so long as the delivery of a prospectus is required in connection with the Placement. The Company
will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration
Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order
directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the
use of the Base Prospectus or the final Prospectus or any prospectus supplement or any amendment or supplement thereto or any post-effective
amendment to the Registration Statement, of the suspension of the qualification of any of the Shares for offering or sale in any
jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall
use its best efforts to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission
shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts
to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best
efforts to have such new registration statement declared effective as soon as practicable.  Additionally, the Company agrees
that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including
with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made
by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 



    4


     


    




 


3. The
Company will cooperate with the Placement Agent and the Purchaser in endeavoring to qualify the Shares for sale under the securities
laws of such jurisdictions (United States and foreign) as the Placement Agent and the Purchaser may reasonably request and will
make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided
the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not
be required to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports
and other documents as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent
may reasonably request for distribution of the Shares. The Company will advise the Placement Agent promptly of the suspension of
the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction
or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest
possible moment.


 


4. The
Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so
as to permit the completion of the distribution of the Shares as contemplated in this Agreement, the Incorporated Documents and
any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution
of any Shares contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”),
any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel
for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make
the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if
it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act
any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at
its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to
the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the
Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were
made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus,
as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated
Documents or any Prospectus in connection with the Placement, the Company will furnish the Placement Agent with a copy of such
proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.


 


5. During
the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and the Trading Market all reports
and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.


 


6. The
Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably
be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.


 


7. If
any of the conditions specified in this Section 1(B) shall not have been fulfilled when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory
in form and substance to the Placement Agent and its counsel, this Agreement and all obligations of the Placement Agent hereunder
may be canceled at, or at any time prior to, the Closing Date by the Placement Agent. Notice of such cancellation shall be given
to the Company in writing or by telephone or facsimile confirmed in writing.


 


8. Upon
delivery of a Purchase Notice as set forth in the Purchase Agreement to the Purchaser, the Company shall promptly notify the Placement
Agent of the delivery of such Purchase Notice.


 



    5


     


    




 


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 States applicable to the offers and sales of the Offered Shares by the Placement Agent, (iv) is and will be a corporate
entity validly existing under the laws of its place of formation, and (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
as such. 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. In
consideration of the services to be provided for hereunder by the Placement Agent, the Company shall pay to the Placement Agent
the following compensation with respect to the Offered Shares which the Placement Agent is placing:


 


A. A
cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7.0%) of the aggregate gross proceeds raised
in the Placement. The Cash Fee shall be paid at the closing of each drawdown (each a “Closing”).


 


B. 25,000
shares of Common Stock, which shall be issued within two Business Days of the date of the Purchase Agreement and registered pursuant
to the Registration Statement and the Prospectus Supplement filed thereunder (the “Placement Agent Shares”).


 


C. Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent, taken together and
not individually, for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its
legal counsel, in an amount not to exceed an aggregate of fifty-five thousand U.S. dollars (US$55,000). The Company will reimburse
the Placement Agent at the Closing directly out of the gross proceeds raised in the Placement. In the event this Agreement shall
terminate prior to the consummation of the Placement, the Placement Agent, shall be entitled to reimbursement for actual expenses
upon providing reasonable documentation relating to the incurrence of such expenses.


 


D. The
Placement Agent reserves the right to reduce any item of its compensation or adjust (in the Company’s favor) 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’s rules and regulations or that the terms thereof require adjustment.


 


SECTION 4.  INDEMNIFICATION. The
Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.  ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) December 31, 2021, (ii) the date
that the Company sells and the Purchaser purchases Offered Shares resulting in aggregate gross proceeds to the Company of $40,000,000
(iii) the date that the Company has issued, pursuant to the Placement, an aggregate of 15,800,000Shares; (iv) written notice of
termination by the Company to the Purchaser upon a material breach of this Agreement by Investor; (v) the date in which the Base
Registration Statement is no longer effective(and (vi) the date that, pursuant to or within the meaning of any Bankruptcy Law,
the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors
(such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred
to herein as the “Term”).  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 and the provisions concerning confidentiality,
indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions
attached hereto as Addendum A will survive any expiration or termination of this Agreement for a period of thirty-six
months. If this Agreement is terminated prior to the completion of the Placement, all fees 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.


 



    6


     


    




 


SECTION 6.  PLACEMENT
AGENT’S 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 its 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 attached hereto as Addendum
A hereof. The Company acknowledges and agrees that the Placement Agent is not nor shall it be construed as a fiduciary of the
Company and the Placement Agent shall not have any 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 each Closing of the sale of the Shares hereunder are subject to the accuracy, when made
and on each Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of their obligations hereunder, and to each of the following additional terms and conditions, except
as otherwise disclosed to and acknowledged and waived by the Placement Agent.


 


A. No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the
Placement shall have been timely filed with the Commission.


 


B. The
Placement Agent shall not have discovered and disclosed to the Company on or prior to such Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Placement Agent and the Company shall have furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.


 



    7


     


    




 


D. The
Placement Agent shall have completed its due diligence investigation of the Company to the satisfaction of the Placement Agent
and its counsel.


 


E. On
the date of the Purchase Agreement, the Placement Agent shall have received from outside counsels to the Company such counsels’
written opinions, including, without limitation, a negative assurance letter from applicable counsel, addressed to the Placement
Agent and dated as of the date hereof, in form and substance reasonably satisfactory to the Placement Agent and its counsel.


 


F. 
On the date of the Purchase Agreement, the Placement Agent shall have received a certificate of the chief financial officer of
the Company, dated as of the date of the Purchase Agreement, with respect to certain financial information in
the Company’s public filings, and in form and substance satisfactory to the Placement Agent and its counsel.


 


G. On
the date of the Purchase Agreement, Placement Agent shall have received a certificate of the chief executive officer of the Company,
dated as of the date of the Purchase Agreement, to the effect that, as of the date of the Purchase Agreement, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except
for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited
to a state of facts existing at a time prior to the date hereof, and that, as of the date of the Purchase Agreement, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects. 


 


H. On
the date of the Purchase Agreement, Placement Agent shall have received from the Company a certificate of the corporate secretary
of the Company, dated as of the date of the Purchase Agreement, certifying to the organizational documents of the Company, good
standing in the jurisdiction of formation of the Company and board resolutions authorizing the issuance of the Shares.


 


I. The
Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business
as a result of any fire, explosion, flood, terrorist act, epidemic or pandemic (including as a result of the coronavirus known
as COVID-19), any change in general economic, political or financial conditions in the United States or elsewhere, act of war or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement,
and (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any
change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial
position, shareholders’ equity, results of operations or prospects of the Company, otherwise than as set forth in or contemplated
by the Registration Statement, the Base Prospectus and the Prospectus Supplement, the effect of which, in any such case described
in clause (i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus,
the Prospectus Supplement and the Purchase Agreement.


 


J. The
shares of Common Stock are registered under the Exchange Act and, as of each Closing Date, the Company has submitted the notification
of listing of Shares, to the Trading Market or other U.S. applicable national exchange, and the Shares shall be listed for trading
on the Trading Market or other applicable U.S. national exchange and reasonable evidence of such action, if available, 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 shares of Common Stock under the Exchange Act or delisting or suspending from trading the shares of 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.


 



    8


     


    




 


K. 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 each Closing Date, prevent the issuance or sale of the Shares 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 each Closing Date which would
prevent the issuance or sale of the Shares or materially and adversely affect or potentially and adversely affect the business
or operations of the Company.


 


L. The
Company will have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement.


 


M. The
Company shall have entered into a Purchase Agreement with the Purchaser and such agreement shall be in full force and effect and
shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchaser.


 


N. 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 5110 with respect to the Placement
and pay all filing fees required in connection therewith.


 


O. The
Company has and shall take all such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Shares for, sale and/or issuance to the Purchaser and the Placement Agent, as applicable, at each Closing
under applicable securities, as the Placement Agent may designate and to maintain such qualifications in effect so long as required
to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so
subject.


 


P. The
Company shall apply the net proceeds from the Placement received by it in a manner consistent with the application thereof described
under the caption or heading “Use of Proceeds” in the Registration Statement, the Base Prospectus, the Prospectus Supplement
and the Purchase Agreement.


 


Q.  Prior
to the date of the Agreement, the Company shall have furnished to the Placement Agent such further information, certificates and
documents as the Placement Agent may reasonably request.


 


R. On
or prior to the date of the Agreement, the Company shall have set up an escrow account which designates the Placement Agent as
an authorized representative with the power to hold and disburse funds in such account for the Placement.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s
counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to,
the consummation of each Closing. 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.


 



    9


     


    




 


SECTION 9. RIGHT
OF FIRST REFUSAL. Beginning on the date hereof until December 31, 2021 (the “ROFR Period”), if the Company
decides to conduct an offering using an underwriter or placement agent in the U.S., the Company grants the Placement Agent the
right of first refusal to act as lead managing underwriter and lead left book runner or minimally as a co-lead manager and co-lead
left book runner and/or co-lead left placement agent with at least 50% of the economics for a two-way transaction, or at least
25% of the economics for a three-way transaction with respect to the terms of any and all future equity, equity-linked or debt
(excluding commercial bank debt) offerings undertaken during the ROFR Period by the Company or any subsidiary of the Company. The
Placement Agent shall notify the Company within fifteen (15) days of its receipt of the written offer with respect to such placement
as to whether or not it agrees to accept such retention. If the Placement Agent declines such retention, the Company shall have
no further obligation to the Placement Agent, except as specifically provided for herein.


 


SECTION 10. TAIL. If
the Company elects to terminate this Agreement for any reason, and if within six (6) months following such termination, the Company
completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise
by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement
Agent during the term of this Agreement as evidenced by a list of such investors provided by the Placement Agent upon the Company’s
written request, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in
Section 3 herein.


 


 SECTION 10. 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 a Transaction
Document, 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.


 





SECTION 12.  ENTIRE
AGREEMENT/MISC. This Agreement (including the Indemnification Provisions attached hereto as Addendum A) embodies
the entire agreement and understanding between the parties hereto with respect to this Placement, and supersedes all prior agreements
and understandings, relating to the subject matter hereof including but not limited to the Placement Agency Agreement dated November
5, 2020 by and between the Company and Univest. 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 each Closing of the Placement and delivery of the Shares. 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 hereto and delivered to the other party hereto, it being understood that both parties hereto 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.


 



    10


     


    




 


SECTION 13. CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or Trading Market or other stock exchange requirement, regulation or legal process (“Legal
Requirement”)), without the Company’s prior written consent, disclose to any person any Confidential Information,
and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further
agrees to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the
Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature
of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to the Placement Agent
or its Representatives in connection with such Placement Agent’s evaluation of the Placement. The term “Confidential
Information” will not, however, include information which (i) is or becomes publicly available other than as a result
of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available
to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to the
Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is
or has been independently developed by the Placement Agent and/or the Representatives without use of any Confidential Information
furnished to it by the Company. The term “Representatives” shall mean with respect to the Placement Agent, its
directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full
force until the earlier of (a) the date on which the Confidential Information ceases to be confidential and (b) two years
from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives
will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable,
is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.


 


SECTION 14.  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 15.  PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, 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.


 


[The remainder of this page has
been intentionally left blank.]


 




    11


     


    

 


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


 


	 	Very truly yours,
	 	 	 
	 	UNIVEST SECURITIES, LLC
	 	 	 
	 	By:	/s/
Edric Yi Guo
	 	 	Name:	Edric Yi Guo
	 	 	Title:	COO and Head of Investment Banking


 


	 	
        Address for notice:
	 
	 	 	 
	 	375 Park Avenue, Unit 1502	 
	 	New York, New York 10152	 
	 	
        Attention: Edric Guo

        Email: yguo@univest.us
	 



 


 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	TD HOLDINGS, INC.	 
	 	 	 
	By:	/s/
Renmei Ouyang	 
	 	Name:	 Renmei Ouyang	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        25th Floor, Block C. Tairan
        Building

        No.31 Tairan 8th Road, Futian
        District

        Shenzhen, Guangdong 518000

        People’s Republic of China

        Attention: Renmei Ouyang, Chief Executive Officer

        Phone: +8613699873919

        Email: ouyangrenmei@126.com
	 


 





[Signature Page to Placement Agency Agreement
Between TD Holdings, Inc. and Univest Securities, LLC.]


 




    12


     


    

 





ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Univest Securities, LLC (“Univest” or the “Lead Manager”) or together with other broker
dealers registered with FINRA and caused by Univest to also act as a manager in connection with the Placement of the Shares (the
“Lead Managers”) to be issued by TD Holdings, Inc. (the “Company”) pursuant to the placement agency agreement,
dated January 6th, 2021, by and between the Company and the Lead Manager(s), as it may be amended from time to time in writing
(the “Agreement”), the Company hereby agrees as follows (capitalized terms used herein without definition shall have
the meanings ascribed to such terms in the Agreement):


 


1. To
the extent permitted by law, the Company shall indemnify the Lead Manager(s) and each of their respective affiliates, directors,
officers, employees, agents and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) against all joint or several losses, claims, damages, expenses and liabilities (or actions, including shareholder
actions, in respect thereof), 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 the Agreement, including, without limitation, those which arise out of or
are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness
and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or
Prospectus Supplement (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares,
including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the
omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iv) in whole or in part any inaccuracy in any material respect in
the representations and warranties of the Company contained herein or in the Purchase Agreement; provided however, with regard
to the Lead Managers, the Company shall not be obligated to indemnify the Lead Manager(s) or such other person or entities under
this Section 1 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 competent jurisdiction to have resulted primarily and directly from the
willful misconduct or gross negligence of the Lead Manager(s) in performing the services described herein, as the case may be.
The Company also agrees that no Lead Manager shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company or its security holders or creditors related to or arising out of the engagement of the Lead Manager(s) pursuant
to, or the performance by the Lead Manager(s) of the services contemplated by, this Agreement except to the extent that any loss,
claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily
from the willful misconduct or gross negligence of the Lead Manager(s).


 


2. Promptly
after receipt by the Lead Manager(s) of notice of any claim or the commencement of any action or proceeding with respect to which
the Lead Manager(s) are entitled to indemnity hereunder, the Lead Manager(s) will notify the Company in writing of such claim or
of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will
employ counsel reasonably satisfactory to the Lead Manager(s) and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Lead Manager(s) will be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if counsel for the Lead Manager(s) reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the Company and the Lead Manager(s). In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have
the exclusive 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 Lead Manager(s), which will not be unreasonably withheld.


 



    13


     


    




 


3. The
Company agrees to notify the Lead Manager(s) 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 the Agreement.


 


4. If
for any reason the foregoing indemnity is unavailable to the Lead Manager(s) or insufficient to hold such Lead Manager(s) harmless,
then the Company shall contribute to the amount paid or payable by the Lead Manager(s), as the case may be, 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 Lead Manager(s) on the other, but also the relative fault of the Company on the one hand
and the Lead Manager(s) 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 share of the liability of the Lead Manager(s) hereunder shall not be in excess
of the amount of fees actually received, or to be received, by the Lead Manager(s) under the Agreement (excluding any amounts received
as reimbursement of expenses incurred by the Lead Manager(s) t).


 


5. These
Indemnification Provisions shall remain in full force and effect whether or not the transactions contemplated by the Agreement
are completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under the Agreement or otherwise.


 


[The remainder of this page has
been intentionally left blank.]


 




    14


     


    

 


	
         

        
	Very truly yours,
	 	 	 
	 	UNIVEST SECURITIES, LLC
	 	 	 
	 	By:	/s/
Edric Yi Guo
	 	 	Name: 	Edric Yi Guo
	 	 	Title:	COO and Head of Investment Banking


 





	 	
        Address for notice:
	 
	 	 	 
	 	375 Park Avenue, Unit 1502	 
	 	New York, New York 10152	 
	 	
        Attention: Edric Guo

        Email: yguo@univest.us
	 



 


 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	TD HOLDINGS, INC.	 
	 	 	 
	By:	/s/
Renmei Ouyang	 
	 	Name:	Renmei Ouyang	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        25th Floor, Block C. Tairan
        Building

        No.31 Tairan 8th Road, Futian
        District

        Shenzhen, Guangdong 518000

        People’s Republic of China

        Attention: Renmei Ouyang, Chief Executive Officer

        Phone: +8613699873919

        Email: ouyangrenmei@126.com

        
	 


 





[Signature Page to Indemnification Provisions


Pursuant to January 6th, 2021 Placement
Agency Agreement


by and between Univest Securities, LLC
and TD Holdings, Inc.]


 


 


 


15