Exhibit 10.1


 


FIRST AMENDMENT TO
SHARE EXCHANGE AGREEMENT


 


THIS FIRST AMENDMENT
TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is made this 9th day of April, 2021 by and among Future FinTech Group Inc., a
Florida corporation (the “Company”), Future FinTech (Hong Kong) Limited., a limited company organized under the laws of Hong
Kong (“Buyer”), Nice Talent Asset Management Limited, a limited company organized under the laws of Hong Kong (“Nice”),
and Joy Rich Enterprises Limited, a limited company organized under the laws of Hong Kong (“Joy Rich” or the “Seller”,
collectively with the Company, Buyer and Nice, the “Parties” and, each individually, a “Party”).


 


WITNESSETH


 


WHEREAS, the Parties
entered into and executed a Share Exchange Agreement dated July 13, 2020 (the “Agreement”);


 


WHEREAS, the Parties
desire to make certain amendments to the Agreement.


 


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


 


1. Amendment of the Agreement. The Parties
hereby agree to amend the Agreement as follows:


 


(A) The
section 1.1. (b) of the Agreement shall be deleted in their entirety and replaced with the following:


 


b. Purchase Price. Whereas, 100% equity
interest of Nice have a valuation of HK$189,338,353 as appraised by Greater China Appraisal Limited in February, 2021. The parties agree
that a purchase price paid by the Buyer in the aggregate amount of Company Shares equal to HK$144,000,000 (the “Purchase Price”)
for 90% of the total issued and outstanding shares of Nice. Sixty percent (60%) of the Purchase Price HK$86,400,000 shall be paid in shares
of common stock of the Company to the Seller or its designee who are affiliate of the Seller based on 95% of the closing price of the
Company’s common stock listed on Nasdaq Stock Exchange prior to this Amendment (the “Initial Company Shares”). The remaining
forty percent (40%) of the Purchase Price shall be paid in accordance with Section 1.1(c) of this Agreement. The Purchase Price will be
paid in shares of common stock of the Company to the Seller or its designee who are affiliate of the Seller pursuant to the terms of this
Agreement (the “Company Shares”). The amount of Initial Company Shares shall be made to the Seller or its designee in the
form of Company Shares no later than thirty (30) calendar days after the Closing Date. The foreign exchange rate between HK$ and US$ shall
be 7.7


 


(B) The section 1.1. (c) of the Agreement
shall be deleted in its entirety and replaced with the following:


 


c. Earn-Out Payments. The Buyer shall pay the remaining
forty percent (40%) of Purchase Price in the Company Shares (the “Earn-Out Shares”) to the Seller as follows:


 


(i) If Nice achieves an Earnings Before Interest and Taxes (the
“EBIT”) of HK$14,000,000 (the “2021 EBIT Goal”), as evidenced on the 2021 audited financial statements
of Nice for fiscal year ended December 31, 2021 audited by the auditor of the Company, the Buyer shall pay the Seller or its designee
who is an affiliate of the Seller 20% of the Purchase Price HK$28,800,000 in shares of common stock of the Company as calculated on: (1)95%
of the closing price of the Company’s common stock listed on Nasdaq Stock Exchange prior to this Amendment ; and (2) the exchange
rate shall be $1: HK$7.7 (the “2021 Earn-Out Shares”).


 






    1


     


    

 


(ii) If Nice achieves an EBIT of HK$20,000,000
(the “2022 EBIT Goal”), as evidenced on the 2022 audited financial statements of Nice for fiscal year ended December
31, 2022 audited by the auditor of the Company, the Buyer shall pay the Seller or its designee who is an affiliate of the Seller the final
20% of the Purchase Price HK$28,800,000 in Company Shares as calculated on: (1) 95% of the closing price of the Company’s common
stock listed on Nasdaq Stock Exchange prior to this Amendment ; and (2) the exchange rate shall be $1:HK$7.7 (the “2022 Earn-Out
Shares”).


 


(iii) If Nice achieves lower than EBIT Goal for a given year,
the shortfall between EBIT Goal for that year and the actual EBIT for that corresponding year shall be the EBIT Shortfall (the “EBIT
Shortfall”). If an EBIT Shortfall occurs for a given year, the amount of such year’s Earn-Out Shares shall still be issued
in full to the Seller or its designee who are affiliate of the Seller in accordance with Section 1.1(c)(i) or (ii)of this Agreement for
that given year, but an EBIT Shortfall Fee that equals to 10 (ten) times of the EBIT Shortfall amount (the “EBIT Shortfall Fee”)
shall be paid in cash by the Seller to the Buyer, before the Earn-Out Shares for that year are issued to the Seller or its designee. Under
no circumstances shall the Buyer or the Company be entitled to request for any return of Company Shares previously already issued to the
Seller or its designee.


 


(iv) The amount of Company Shares to be issued pursuant to subsections
(i) and (ii) shall be referred to as “Earn-Out Payments”. The Earn-Out Payments, if required pursuant to the term of
this Agreement, shall be made to the Seller or its designee in the form of Company Shares no later than thirty (30) calendar days (referred
as an “Earn-Out Payment Date”) after the end of fiscal year’s audited financial statements are delivered to the
Company. Notwithstanding anything contained herein to the contrary, if the issuance of any Earn-Out Shares could cause the total number
of Company Shares exceeding 19.99% of the outstanding number of shares of common stock of the Company on the date of such issuance (the
“19.99% Limit”), the amount of purchase price that exceeds the 19.99% Limit shall be paid from the Buyer to the Seller in
cash in U.S. Dollar pursuant to the exchange rate specified under this section 1.1(c)(i) accordingly.


 


(C) The section 1.2 of the Agreement shall
be deleted in its entirety and replaced with the following:


 


Section 1.2 Closing. The closing of the Share Exchange
Transaction (the “Closing”) shall take place at 10:00 a.m. EST on the business day after this Agreement has been executed
by the Seller, Nice, the Buyer and the Company, and the last condition listed in Article VII and Article VIII has been fulfilled or waived,
or at such other time and date as the parties shall agree in writing (the “Closing Date”), but no later than December 31,
2021. The Seller shall deliver to the Buyer within five (5) business days after the Closing, the original stock certificates representing
the Nice Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration
for the Nice Shares, the Company shall issue the Initial Company Shares to the Seller, as detailed on Exhibit A hereto.


 


(D) The section 7.6 of the Agreement shall
be deleted in its entirety and replaced with the following:


 






    2


     


    

 


Section 7.6 Conditions Precedent If
the condition referred in Section 7.3 (approval of substantial share application of the Buyer and the Company by the Securities and Futures
Commission of Hong Kong) has not been fulfilled on or before December 31, 2021, or such later date as the Seller, Nice, the Company and
the Buyer may agree in writing, this Share Exchange Agreement shall cease to be effective and thereafter neither party shall have any
obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.


 


(E) The address for the Company, Buyer
and its counsel under section 10.5 of the Agreement shall be deleted in its entirety and replaced with the following:


 


If to the Buyer, to:


 


Future Fintech (Hong Kong) Limited


Americas Tower, 1177 Avenue of The Americas,


Suite 5100, New York, NY 10036


Tel:+1-888-622-1218


Attn: Shanchun Huang


 


If to the Company, to:


 


Future Fintech Group Inc.


Americas Tower, 1177 Avenue of The Americas,


Suite 5100, New York, NY 10036


Tel:+1-888-622-1218


Attn: Shanchun Huang, Chief Executive Officer


 


with a copy (not constituting notice) to:


FisherBroyles, LLP


1200 G Street, NW


Suite 800


Washington, D.C. 20005


Attn: Jeffrey Li


 






    3


     


    

 


(F) The Exhibit A of the Agreement shall be
deleted in its entirety and replaced with the following:


 


	Seller	 	Shares of Nice to be delivered to Buyer	 	Initial Company Shares of the Company to be issued
    to Seller on the Closing Date	 	 	2021 Earn-Out Shares	 	 	2022 Earn-Out Shares	 
	JOY RICH ENTERPRISES LIMITED	 	162	 	 	2,244,156	 	 	 	748,052	 	 	 	748,052	 
	Total	 	162	 	 	3,740,260	 	 	 	 	 	 	 	 	 




 


The 95% of closing price of the Company’s common stock listed on
Nasdaq Stock Exchange prior to this Amendment is at $ 5.00


 


Exchange between US$ and HK$ shall be 1:7.7


 


2. Effect of Amendment. Except as
expressly set forth herein, all terms of the Agreement remain in full force and effect, and constitute the legal, valid, binding and enforceable
obligations of the parties thereto.


 


3. Governing Law. This Amendment shall
be governed by and construed in accordance with the laws of the State of New York, without respect to any principles of conflict of law.


 


4. Counterparts. This Amendment may be
executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same
agreement.


 


(SIGNATURE PAGE TO FOLLOW)


 




    4


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Share Exchange Agreement as of the date first above written.


  


	FUTURE FINTECH GROUP INC.	 
	 	 	 
	By:	/s/ Shanchun Huang	 
	Name:	Shanchun Huang	 
	Title: 	CEO	 
	 	 	 
	FUTURE FINTECH (HONG KONG) LIMITED	 
	 	 	 
	By:	/s/ Li Ying	 
	Name:	Li Ying	 
	Title: 	Director	 
	 	 	 
	NICE TALENT ASSET MANAGEMENT LIMITED	 
	 	 	 
	By:	/s/ Chan Siu Kei 	 
	Name:	Chan Siu Kei	 
	Title:	Director	 
	 	 	 
	JOY RICH ENTERPRISES LIMITED	 
	 	 	 
	Signature: 	/s/ You Wing Hei	 
	Name:	Yiu Wing Hei	 
	By:	 	 
	Its:	 	 


 


 


5