Exhibit 10.1


 





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


 


EXCHANGE
AGREEMENT


 


This
Exchange Agreement (this “Agreement”) is entered into as of November 13, 2019 by and between Iliad Research
and Trading, L.P., a Utah limited partnership (“Lender”), and Future FinTech Group, Inc., a Florida corporation
(“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to
them in the Original Note (defined below).


 


A. Borrower
previously sold and issued to Lender that certain Secured Convertible Promissory Note dated March 26, 2019 in the original principal
amount of $1,070,000.00 (the “Original Note”) pursuant to that certain Securities Purchase Agreement dated
March 26, 2019 by and between Lender and Borrower (the “Purchase Agreement”, and together with the Original
Note and all other documents entered into in conjunction therewith, the “Transaction Documents”).


 


B. Subject
to the terms of this Agreement, Borrower and Lender desire to partition a new Secured Convertible Promissory Note in the form
of the Original Note (the “Partitioned Note”) in the original principal amount of $125,000.00 (the “Exchange
Amount”) from the Original Note and then cause the outstanding balance of the Original Note to be reduced by an amount
equal to the Exchange Amount, which represents the total outstanding balance of the Partitioned Note.


 


C. Borrower
and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned
Note for the delivery of 166,667 shares of the Borrower’s Common Stock, par value $0.001 (the “Common Stock,”
and such 166,667 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this
Agreement.


 


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


 


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


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1. Recitals
and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are
true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.


 






     


     


    




 


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


 


3. Issuance
of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or
before November 18, 2019 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free
Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower
under the Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s
designated brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation
or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such
occurs, the “Free Trading Date”). For purposes hereof, the term “Free Trading” means that
(a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage
firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s
brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.


 


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


 


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


 






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6.
Representations, Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower,
for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:
(a) Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants
contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing
or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the
performance of any of the obligations of Borrower hereunder, (c) except as specifically set forth herein, nothing herein shall
in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (d) the issuance
of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly issued, fully
paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests
and encumbrances of any kind, nature and description, (e) Borrower has not received any consideration in any form whatsoever for
entering into this Agreement, other than the surrender of the Partitioned Note, and (f) Borrower has taken no action which would
give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment
by Borrower related to this Agreement.


 


7. Representations,
Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for
its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power
and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which
have been duly authorized by all proper and necessary action, and (b) no consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Lender hereunder.


 


8. Arbitration.
By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement)
set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement)
arising under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding
arbitration pursuant to the Arbitration Provisions.


 


9. Governing
Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the
Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


10.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties
had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of
copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall
constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including
email) shall be deemed to be their original signatures for all purposes.


 






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11.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms
of this Agreement, the prevailing party shall therefore be entitled to an additional award of the full amount of the attorneys’
fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction
or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict
or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


12. No
Reliance. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors,
members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of
its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction
Documents and, in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying
on any representation, warranty, covenant or promise of the other party or such other party’s officers, directors, members,
managers, equity holders, agents or representatives other than as set forth in this Agreement.


 


13. Severability.
If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective
of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


14. Entire
Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes
all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect
to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.


 


15. Amendments.
This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement
may be waived except in writing signed by the party against whom such waiver is sought to be enforced.


 


16. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender
hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall
assign this Agreement or any of its obligations herein without the prior written consent of the other party.


 







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17. Continuing
Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of
the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms
and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender
and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other
Transaction Document, on the other hand, the terms of this Agreement shall prevail.


 


18. Time
of Essence. Time is of the essence with respect to each and every provision of this Agreement.


 


19. Notices.
Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement
to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.


 


20. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


 





	 	BORROWER:
	 	 
	 	FUTURE FINTECH GROUP, INC.
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	LENDER:
	 	 
	 	ILIAD RESEARCH AND TRADING, L.P.
	 	 
	 	By:	Iliad Management,
LLC, its General Partner



 


	 	 	By:	Fife Trading, Inc., its Manager
	 	 	 	 	 
	 	 		By:	 
	 	 	 	 	John M. Fife, President







 


 





[Signature Page to Exchange Agreement]







 


 


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