Exhibit 10.3


  


SECURED CONVERTIBLE PROMISSORY
NOTE 


 


	Effective Date: March 26, 2019	U.S. $1,070,000.00


 


FOR VALUE RECEIVED,
Future FinTech Group Inc., a Florida corporation (“Borrower”),
promises to pay to Iliad Research and Trading, L.P., a Utah limited partnership,
or its successors or assigns (“Lender”), $1,070,000.00 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 (including all Tranches (as defined below)) at the
rate of eight percent (8%) 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 Secured Convertible Promissory Note (this “Note”)
is issued and made effective as of March 26, 2019 (the “Effective Date”). This Note is issued pursuant to that
certain Securities Purchase Agreement dated March 26, 2019, 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 $50,000.00. 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 included in the initial principal balance of this Note. The purchase price for
this Note shall be $1,000,000.00 (the “Purchase Price”), computed as follows: $1,070,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing
of the Investor Note (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in U.S. Dollars
in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement) to the account designated by Borrower.
This Note shall be comprised of two (2) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in
an amount equal to $545,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this
Note and the other Transaction Documents (as defined in the Purchase Agreement) (the “Initial Tranche”), and
(ii) one (1) additional Tranche in the amount of $525,000.00, plus any interest, costs, fees or charges accrued thereon or added
thereto under the terms of this Note and the other Transaction Documents (each, a “Subsequent Tranche”). The
Initial Tranche shall correspond to the Initial Cash Purchase Price, $25,000.00 of the OID and the Transaction Expense Amount,
and may be converted into shares of Common Stock (as defined below) any time subsequent to the Purchase Price Date. The Subsequent
Tranche shall correspond to the Investor Note and $25,000.00 of the OID. Lender’s right to convert any portion of the Subsequent
Tranches is conditioned upon Lender’s payment in full of the Investor Note (upon the satisfaction of such condition, such
Subsequent Tranche becomes a “Conversion Eligible Tranche”). In the event Lender exercises its Lender Offset
Right (as defined below) with respect to a portion of the Investor Note and pays in full the remaining outstanding balance of the
Investor Note, the Subsequent Tranche shall be deemed to be a Conversion Eligible Tranche only for the portion of such Tranche
that was paid for in cash by Lender and the portion of the Investor Note that was offset pursuant to Lender’s exercise of
the Lender Offset Right shall not be included in the applicable Conversion Eligible Tranche. For the avoidance of doubt, subject
to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion Eligible Tranche as of the Purchase
Price Date for all purposes hereunder and may be converted in whole or in part at any time subsequent to the Purchase Price Date,
and each Subsequent Tranche that becomes a Conversion Eligible Tranche may be converted in whole or in part at any time subsequent
to the first date on which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all purposes hereunder, Conversion
Eligible Tranches shall be converted (or redeemed, as applicable) in order of the lowest-numbered Conversion Eligible Tranche and
Conversion Eligible Tranches may be converted (or redeemed, as applicable) in one or more separate Conversions (as defined below),
as determined in Lender’s sole discretion. At all times hereunder, the aggregate amount of any costs, fees or charges incurred
by or assessable against Borrower hereunder, including, without limitation, any fees, charges or premiums incurred in connection
with an Event of Default (as defined below), shall be added to the lowest-numbered then-current Conversion Eligible Tranche.



 




     


     


    

  


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 Conversion 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 repay.


 


2. Security.
This Note is secured by that certain Stock Pledge Agreement of even date herewith, as the same may be amended from time to time
(the “Pledge Agreement”), executed by Mengyao Chen in favor of Lender, as more specifically set forth in the
Pledge Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.


 


3. Lender Optional
Conversion.


 


3.1. Conversions.
Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election,
to convert (“Conversion”) all or any portion of the Outstanding Balance into shares (“Conversion Shares”)
of fully paid and non-assessable common stock, $0.001 par value per share (“Common Stock”), of Borrower as per
the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”)
divided by the Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a
“Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices”
Section of the Purchase Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower
shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 9 below.


 


3.2. Conversion Price.
Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding
Balance into Common Stock is $3.00 per share of Common Stock (the “Conversion Price”).


 




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4. Defaults and
Remedies.


 


4.1. Defaults.
The following are events of default under this Note (each, an “Event of Default”): (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 and such proceeding shall remain uncontested
for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (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 or any pledgor, trustor, or guarantor
of this Note 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; (k) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement)
as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading
Days prior written notice to Lender; (m) other than as disclosed on Schedule 4.1(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 (other than the covenant with respect to Restricted Issuances); (p) Borrower makes any Unapproved Restricted Issuance;
or (q) Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note 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(j) through (q) 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. 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 but not declare the Outstanding Balance immediately due and payable, it shall be deemed
to have waived the right to declare the Outstanding Balance immediately due and payable with respect to such Event of Default).
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. In the event more than one (1) Event of Default
occurs hereunder, then at any time after the occurrence of the second (2nd) Event of Default, upon written notice given
by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date that such written notice is delivered
to Borrower at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable
law (“Default Interest”). For the avoidance of doubt, Lender may continue making 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 following the expiration of any applicable cure periods 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. Adjustment of
Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if Borrower at any
time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior
to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after
the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately
increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of such subdivision
or combination.


 


8. Borrower Redemptions.
Beginning on the date that is six (6) months from the Purchase Price Date and at any time thereafter until this Note is paid in
full, Lender shall have the right to redeem any portion of the Note (the amount of each exercise, the “Redemption Amount”)
by providing written notice (each, a “Redemption Notice”) delivered to Borrower by facsimile, email, mail, overnight
courier, or personal delivery. Upon receipt of any Redemption Notice, Borrower shall pay the applicable Redemption Amount in cash
to Lender within three (3) Trading Days of Borrower’s receipt of such Redemption Notice.


 


9. Method of Conversion
Share Delivery. On or before the close of business on the fifth (5th) Trading Day following the date of delivery
of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver
or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender
in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated
in the Conversion 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
9. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s
counsel explaining why the issuance of the applicable Conversion Shares violates Rule 144.


 




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10. Conversion Delays.
If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 10, Lender may at any time prior
to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the
Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period
under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the fifth (5th)
Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share Value rounded to
the nearest multiple of $100.00 but with a cap of $1,000.00 per day (but in any event the cumulative amount of such late fees for
each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the fifth (5th)
Trading Day (inclusive of the day of the Conversion) until Conversion Share delivery is made; and such late fee will be added to
the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


11. Approved Restricted
Issuance. The Outstanding Balance will automatically be increased by five percent (5%) for each Approved Restricted Issuance
made by Borrower (without the need for Lender to provide any notice to Borrower of such increase), which increase will be effective
as of the date of each applicable Approved Restricted Issuance.


 


12. 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 shares of 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.


 


13. 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) (“Nasdaq 19.99% 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 Nasdaq
19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower 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.


 




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14. Opinion of Counsel.
In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion
provided by its counsel.


 


15. 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.


 


16. 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.


 


17. 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.


 


18. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


19. Assignments.
Neither party may assign this Note without the prior written consent of the other party; provided, however, that Lender may assign
this Note to any of its affiliates or any trust where John M. Fife’s descendants are beneficiaries without Borrower’s
consent. Any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender
without the consent of Borrower, all in accordance with applicable securities laws.


 


20. Offset Rights.
Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge
and agree that Lender maintains a right of offset pursuant to the terms of the Investor Note that, under certain circumstances,
permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Note
(the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount
owed by the Lender under the Investor Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”).
In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right
Notice in the form attached hereto as Exhibit B, (b) the original Investor Note being offset marked “cancelled”
or, in the event the Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to
Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower
Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original
Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit
in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth
in Section 1.2 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.


 


21. 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.”


 




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22. 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).


 


23. 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.


 


[Remainder of page intentionally left
blank; signature page follows]


 




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IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	Future FinTech Group Inc.
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


	Iliad Research and Trading, L.P.	 
	 	 	 	 	 
	By:	Iliad Management, LLC, its General Partner	 
	 	 	 	 	 
	 	By:	Fife Trading, Inc., its Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	John M. Fife, President	 


 


[Signature Page to
Secured Convertible Promissory Note]


 




     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1. “Approved
Restricted Issuance” means a Restricted Issuance (as defined in the Purchase Agreement) for which Borrower received Lender’s
written consent prior to the applicable issuance.


 


A2. “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.


 


A3. “Conversion
Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of the Subsequent Tranche prior
to such Tranche becoming a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding balance of the Investor Note).


 


A4. “Conversion
Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion Notice multiplied
by the Closing Trade Price of the Common Stock on the Delivery Date for such Conversion.


 


A5. “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, (b) ten percent (10%) for each occurrence of an Unapproved Restricted Issuance
Default, or (c) 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 Default Effect may only be applied three
(3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor Defaults; and provided further
that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b) hereof. There shall be no limit on the
number of times the Default Effect may be applied with respect to Unapproved Restricted Issuance Defaults.


 


A6. “DTC”
means the Depository Trust Company or any successor thereto.


 


A7. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A8. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A9. “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.


 


Attachment 1 to Convertible Promissory Note,
Page 1


 




     


     


    

  


A10. “Fundamental
Transaction” means that (a) (i) Borrower 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 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, other
than the disposal by Borrower of its two wholly owned subsidiaries, SkyPeople Foods Holdings Limited (BVI) (“SkyPeople BVI”)
and Digital Online Marketing Limited (BVI) (“Digital Online”) or (iii) Borrower 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 reverse splits
of its outstanding and authorized shares of Common Stock to meet Nasdaq listing requirements, 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,
other than Mr. Zeyao Xue or Mr. Yongke Xue.


 


A11. “Major
Default” means any Event of Default occurring under Sections 4.1(a), 4.1(k), or 4.1(o).


 


A12. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A13. “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 shares of Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A14. “Minor
Default” means any Event of Default that is not a Major Default or an Unapproved Restricted Issuance Default.


 


A15. “OID”
means an original issue discount.


 


A16. “Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations.


 


A17. “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.


 


A18. “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A19. “Trading
Day” means any day on which the NASDAQ Stock Market (or such other principal market for the Common Stock) is open for
trading.


 


A20. “Unapproved
Restricted Issuance” means a Restricted Issuance for which Borrower did not receive Lender’s written consent prior
to the applicable issuance.


 


A21. “Unapproved
Restricted Issuance Default” means an Event of Default occurring under Section 4.1(p) of this Note.


 


A22. “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.


 


[Remainder of page
intentionally left blank]


 


Attachment 1 to Convertible
Promissory Note, Page 2


 




     


     


    

  


EXHIBIT A


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Future FinTech Group Inc.	Date: _____________
	Attn: Yongke Xue	 
	23F, China Development Bank Tower	 
	No. 2, Gaoxin 1st Road	 
	Xi'an, China 710075	 


 


CONVERSION NOTICE


 


The above-captioned Lender hereby gives
notice to Future FinTech Group Inc., a Florida corporation (the “Borrower”), pursuant to that certain Secured
Convertible Promissory Note made by Borrower in favor of Lender on March 26, 2019 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below.
In the event of a conflict between this Conversion 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 Conversion Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


 


A. Date
of Conversion:   ____________


B. Conversion
#:   ____________


C. Conversion
Amount:   ____________


D. Conversion
Price: _______________


E. Conversion
Shares: _______________ (C divided by D)


F. 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 Conversion Notice and such Transaction Documents.


 


Please transfer the Conversion Shares
electronically (via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 


 


To the extent the
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 Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


[Signature Page Follows]


 


Exhibit A to Convertible Promissory Note,
Page 1


 




     


     


    

  


Sincerely,


 


Lender:


 


	Iliad Research and Trading, L.P.	 
	 	 	 
	By:	Iliad Management, LLC, its General Partner	 
	 	 	 	 	 
	 	By:	Fife Trading, Inc., its Manager	 
	 	 	 	 	 
	 		By:	 	 
	 	 		John M. Fife, President	 


 


Exhibit A to Convertible Promissory Note,
Page 2


 




     


     


    

  


EXHIBIT B


 


Future FinTech Group Inc.


23F, China Development Bank Tower


No. 2, Gaoxin 1st Road


Xi'an, China 710075


 


	Iliad Research and Trading, L.P.	Date: _____________
	Attn: John Fife	 
	303 East Wacker Drive, Suite 1040	 
	Chicago, Illinois 60601	 


 


NOTICE OF EXERCISE


OF BORROWER OFFSET RIGHT


 


The above-captioned Borrower hereby gives
notice to Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on March 26, 2019 (the “Note”), of Borrower’s
election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this Notice of Exercise of
Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without definition shall have
the meanings given to them in the Note.


 


A.
Effective Date of Offset:                    ____________, 201_


B. Amount of Investor Note Offset:     ____________

 


* 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 Notice of Exercise of Borrower Offset Right and such
Transaction Documents.


 


Sincerely,


 


Borrower:


 


	Future FinTech Group Inc.	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


Exhibit B to Convertible Promissory Note,
Page 1


 




     


     


    

  


SCHEDULE 4.1(m)


 


See attached.