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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 8, 2021
(Exact name of registrant as specified in
|(State or other jurisdiction
|(Commission File Number)||(IRS Employer
25th Floor, Block C, Tairan Building
No. 31 Tairan 8th Road, Futian District
Shenzhen, Guangdong, PRC 518000
(Address of Principal Executive Offices)
+86 (0755) 88898711
(Issuer’s telephone number)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001||GLG||Nasdaq Capital Market|
Item 1.01 Entry into a Material Definitive Agreement
On January 6, 2021, TD Holdings, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville
Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued the Investor
an unsecured promissory note on January 6, 2021 in the original principal amount of $1,670,000 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), for
$1,500,000 in gross proceeds.
The Note bears interest at a rate of 10%
per annum compounding daily. All outstanding principal and accrued interest on the Note will become due and payable twelve months
after the purchase price of the Note is delivered by Purchaser to the Company (the “Purchase Price Date”). The
Note includes an original issue discount of $150,000 along with $20,000 for Investor’s fees, costs and other transaction
expenses incurred in connection with the purchase and sale of the Note. The Company may prepay all or a portion of the Note at
any time by paying 125% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any
time three months after the Purchase Price Date, subject to maximum monthly redemption amount of $187,500. Redemptions may be satisfied
in cash or registered stock at the Company’s election during the period three months after the Purchase Price Date and six months
after the Purchase Price Date. At any point after the six-month anniversary of the Purchase Pried Date, redemptions may be satisfied
in cash, unregistered stock or registered stock at the Company’s election. However, the Company will be required to pay the redemption
amount in cash, in the event there is an Equity Conditions Failure (as defined in the Note). If Company chooses to satisfy a redemption
in registered stock or unregistered stock, such stock shall be issued at 80% of the average of the lowest VWAP during the fifteen
(15) trading days immediately preceding the redemption notice is delivered.
Under the Purchase Agreement, while the
Note is outstanding, the Company agreed to keep adequate public information available and maintain its Nasdaq listing. Upon the
occurrence of an Event of Default (as defined in the Note), the Investor shall have the right to increase the balance of the Note
by 15% for major defaults and 5% for minor defaults (as defined in the Note). In addition, the Note provides that upon occurrence
of an Event of Default, the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of 22% per annum
or the maximum rate permitted under applicable law.
The transaction contemplated in the Purchase
Agreement was consummated on January 7, 2021.
The foregoing descriptions of the Purchase
Agreement and the Note are summaries of the material terms of such agreements, do not purport to be complete and are qualified
in their entirety by reference to the Purchase Agreement and the Note, which are filed as Exhibits 10.1 and 10.2 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of
this Current Report on Form 8-K to the extent required by this Item 2.03 is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|TD HOLDINGS, INC.|
|Date: January 8, 2021||By:||/s/ Renmei Ouyang|
|Title:||Chief Executive Officer|
Securities Purchase Agreement
Securities Purchase Agreement (this “Agreement”), dated as of January 6, 2021, is entered into by and
between TD Holdings, Inc., a Delaware corporation (“Company”),
and Streeterville Capital, LLC, a Utah limited liability company, its successors
and/or assigns (“Investor”).
and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by
the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder
by the United States Securities and Exchange Commission (the “SEC”).
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Convertible
Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,670,000.00 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), upon the
terms and subject to the limitations and conditions set forth in such Note.
Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under
or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the
purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of
all or any portion of the Note; and “Securities” means the Note and the Conversion Shares.
in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Company and Investor hereby agree as follows:
Purchase and Sale of Securities.
Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note.
In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.
Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire
transfer of immediately available funds against delivery of the Note.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section
6 below, the date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall
be January 6, 2021, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes
to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
Collateral for the Note. The Note shall be unsecured.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $150,000.00 (the
“OID”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting
costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities
(the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the
Note. The “Purchase Price”, therefore, shall be $1,500,000.00, computed as follows: $1,670,000.00 initial principal
balance, less the OID, less the Transaction Expense Amount.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing
Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of
Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D of the 1933 Act; (iv) Investor is not an officer, director or “affiliate” (as that term
is defined in Rule 405 of the Securities Act) of the Company; (v) Investor acknowledges that it has had the opportunity to review
this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors;
(vi) Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any
of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction; (vii) Investor had an opportunity to review copies of the SEC Documents
filed on behalf of the Company and has had access to all publicly available information with respect to the Company; (viii) at
no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising; and (ix) Investor understands that the Securities are being offered and
sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities
laws and that Company is relying in part upon the truth and accuracy of, and Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability
of such exemptions and the eligibility of Investor to acquire the Securities.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing
Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation
and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is
duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business
conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant
to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated
hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement,
the Note, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding
obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents
by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions
contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms
or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect,
(b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or by which it
or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common Stock, or (c)
any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal,
state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of
Company’s properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory
agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be
obtained by Company for the issuance of the Securities to Investor or the entering into of the Transaction Documents except Nasdaq’s
completion of review of notification of Listing of Additional Shares; (viii) none of Company’s filings with the SEC contained,
at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC
under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule,
form, statement or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting
Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality
or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which
would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under,
any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic
filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve
(12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933
Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become
due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker
Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person
or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect
to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this
subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless
each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their
respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’
fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers, directors,
stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or
any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents
and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on
any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents
or representatives other than as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has
a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute
that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 9.2
below, shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed
due diligence and background research on Investor and its affiliates including, without limitation, John M. Fife, and, to its satisfaction,
has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated
by the Transaction Documents. Company covenants and agrees it will not use Investor’s breach of any of the representations
and warranties in Section 2 above or its own lack of due diligence regarding Investor or its affiliates as a defense to performance
of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations.
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed
in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants:
(i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note)
thereafter, Company will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13
or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information
with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would permit such termination; (ii) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for
and non-assessable, free and clear of all liens, claims, charges and encumbrances; (iii) the Common Stock shall be listed or quoted
for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iv) trading in Company’s Common Stock will not be suspended,
halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; and (v) Company
will not enter into any financing transaction with John Kirkland or any entity owned by or affiliated with John Kirkland.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities
to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
Investor shall have executed this Agreement and delivered the same to Company.
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that
these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
Company shall have executed this Agreement and the Note and delivered the same to Investor.
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA
Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s
transfer agent (the “Transfer Agent”).
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached
hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto
as Exhibit D to be delivered to the Transfer Agent.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed
by Company herein or therein.
Reservation of Shares. On the date hereof, Company will reserve 2,500,000 shares of Common Stock from its authorized
and unissued Common Stock to provide for all issuances of Common Stock under the Note (the “Share Reserve”).
Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 100,000 shares as and when
requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three
(3) times the number of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the
date of the request by the Redemption Conversion Price (as defined in the Note). Company shall further require the Transfer Agent
to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue
such shares to Investor promptly upon Investor’s delivery of a Redemption Notice under the Note. Finally, Company shall require
the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized and unissued shares,
and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the
Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized
shares available for issuance and then only with Investor’s written consent.
OFAC; Patriot Act.
OFAC Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation
named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”)
or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked
person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC
or another department of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating
or facilitating this transaction on behalf of, any such person, group, entity or nation.
Foreign Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company,
used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
Patriot Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government
agency (including, without limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit
to Company or from otherwise conducting business with Company, or (ii) fail to provide documentary and other evidence of Company’s
identity as may be requested by Investor at any time to enable Investor to verify Company’s identity or to comply with any
applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
Company shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions,
now or hereafter in effect. Upon Investor’s request from time to time, Company shall certify in writing to Investor that
Company’s representations, warranties and obligations under this Section 8.3 remain true and correct and have not been breached.
Company shall immediately notify Investor in writing if any of such representations, warranties or covenants are no longer true
or have been breached or if Company has a reasonable basis to believe that they may no longer be true or have been breached. In
connection with such an event, Company shall comply with all requirements of law and directives of governmental authorities and,
at Investor’s request, provide to Investor copies of all notices, reports and other communications exchanged with, or received
from, governmental authorities relating to such an event. Company shall also reimburse Investor any expense incurred by Investor
in evaluating the effect of such an event on the loan secured hereby, in obtaining any necessary license from governmental authorities
as may be necessary for Investor to enforce its rights under the Transaction Documents, and in complying with all requirements
of law applicable to Investor as the result of the existence of such an event and for any penalties or fines imposed upon Investor
as a result thereof.
Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any
provision set forth in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction
Document shall govern.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement
or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the
relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached
hereto (the “Arbitration Provisions”). For the avoidance of doubt, the parties agree that the injunction described
in Section 9.3 below may be pursued in an arbitration that is separate and apart from any other arbitration regarding all other
Claims arising under the Transaction Documents. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally
binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel
about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the
expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration
Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees
that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.
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
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents
to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document
or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’
obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with
any of the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any
transfer agent services agreement or other agreement between the Transfer Agent and Company, such litigation specifically includes,
without limitation any action between or involving Company and the Transfer Agent under the TA Letter or otherwise related to Investor
in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining
order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason)), each party hereto
hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt
Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not
bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary
restraining order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason) outside
of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection
that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such
jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and agrees
to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.9 below prior to
bringing or filing, any action (including without limitation any filing or action against any person or entity that is not a party
to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents or
any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent
the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor as a party
to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section 9.2 are material
terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set forth in this
Section 9.2 Investor would not have entered into the Transaction Documents.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that
Company fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with
its specific terms. It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches
of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof
or thereof, this being in addition to any other remedy to which Investor may be entitled under the Transaction Documents, at law
or in equity. Company specifically agrees that following an Event of Default (as defined in the Note) under the Note, Investor
shall have the right to seek and receive injunctive relief from a court or an arbitrator prohibiting Company from issuing any of
its common or preferred stock to any party unless the Note is being paid in full simultaneously with such issuance. Company specifically
acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of
such leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an
injunction from a court or an arbitrator against Company or specific performance of any provision of any Transaction Document,
such action shall not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without
limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit
of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal
doctrines, from pursuing other Claims in the future in a separate arbitration.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument. The parties acknowledge and agree that this Agreement
and all other Transaction Documents may be executed by electronic signature, which shall be considered as an original signature
for all purposes and shall have the same force and effect as an original signature. The parties hereto confirm that any electronic
copy of another party’s executed counterpart of a Transaction Document (or such party’s signature page thereof) will
be deemed to be an executed original thereof.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision hereof.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains 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 Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the
avoidance of doubt, all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to
the transactions contemplated by the Transaction Documents (collectively, “Prior Agreements”), that may have
been entered into between Company and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in
their entirety by the Transaction Documents. To the extent there is a conflict between any term set forth in any Prior Agreement
and the term(s) of the Transaction Documents, the Transaction Documents shall govern.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by both parties hereto.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein)
and shall be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against
written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with
successful transmission confirmation which is kept by sending party), (ii) the earlier of the date delivered or the third Trading
Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date delivered
or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each
of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five
(5) calendar days’ advance written notice similarly given to each of the other parties hereto):
If to Company:
TD Holdings, Inc.
Attn: Renmei Ouyang
Block C, Tairan Building
No. 31 Tairan 8th
Road, Futian District
Shenzen, Guangdong, PRC
If to Investor:
Streeterville Capital, LLC
Attn: John Fife
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
With a copy to (which copy shall not constitute notice):
Hansen Black Anderson Ashcraft PLLC
Attn: Jonathan Hansen
3051 West Maple Loop Drive, Suite 325
Lehi, Utah 84043
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or
to be performed by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part,
without the need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement
or delegate its duties hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted
assignment or delegation shall be null and void.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company
agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage
arising as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.
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
Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and
the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other
right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document,
or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as
often and in such order as Investor may deem expedient.
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party
against the other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay
to the prevailing party all costs and expenses, including attorneys’ fees incurred therein, including the same with respect
to an appeal. The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether
judgment is entered on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion
of counterclaims, judgments are entered in favor of and against both parties, then the arbitrator shall determine the “prevailing
party” by taking into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief,
the relative importance and value of such relief. 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. If (i) the Note is placed in the hands of an attorney
for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration
or legal proceeding, or Investor otherwise takes action to collect amounts due under the Note or to enforce the provisions of the
Note, or (ii) there occurs any bankruptcy, reorganization, receivership of Borrower or other proceedings affecting Borrower’s
creditors’ rights and involving a claim under the Note; then Borrower shall pay the costs incurred by Investor for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys’ fees, expenses, deposition costs, and disbursements.
Waiver. No waiver of any provision of this Agreement 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
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS
SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT,
ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL
RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY
HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement
and the other Transaction Documents.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has
asked any questions needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the
other Transaction Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s
choosing, or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily
and without any duress or undue influence by Investor or anyone else.
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection
of the agreements, instruments, documents, and items and records governing, arising from or relating to any of Borrower’s
loans, including, without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the
paper originals. The parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree
that such images shall be accorded the same force and effect as the paper originals, (iii) agree that Investor is entitled to use
such images in lieu of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment
or other proceedings, and (iv) further agree that any executed facsimile (faxed), scanned, emailed, or other imaged copy of this
Agreement or any other Transaction Document shall be deemed to be of the same force and effect as the original manually executed
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IN WITNESS WHEREOF,
the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.
|Principal Amount of Note:||$||1,670,000.00|
|By:||/s/ John M. Fife|
|John M. Fife, President|
|By:||/s/ Renmei Ouyang|
|Printed Name: Renmei Ouyang|
|Title: Chief Executive Officer|
to Securities Purchase Agreement]
CONVERTIBLE PROMISSORY NOTE
|Effective Date: January 6, 2021||U.S. $1,670,000.00|
FOR VALUE RECEIVED,
TD Holdings, Inc., a Delaware corporation (“Borrower”), promises
to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors
or assigns (“Lender”), $1,670,000.00 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 at the rate of ten percent (10%) 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 Convertible Promissory Note (this “Note”) is issued and made effective as of the date set forth above
(the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated January
6, 2021, 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 $150,000.00. 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 fully earned and included in the initial principal balance of this Note. The
purchase price for this Note shall be $1,500,000.00 (the “Purchase Price”), computed as follows: $1,670,000.00
original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by
wire transfer of immediately available funds.
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.
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 Redemption 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 prepay.
Security. This Note is unsecured.
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption
Conversion shall be the Redemption Conversion Price.
Redemption Conversions. Beginning on the date that is three (3) months from the Purchase Price Date, Lender shall
have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount,
the “Redemption Amount”), subject to the Maximum Monthly Redemption Amount, by providing Borrower with a notice
substantially in the form attached hereto as Exhibit A (each, a “Redemption Notice”, and each date on
which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit
to Borrower one (1) or more Redemption Notices in any given calendar month; provided that the aggregate Redemption Amounts in such
calendar month do not exceed the Maximum Monthly Redemption Amount. Payments of each Redemption Amount may be made (a) in cash,
or (b) by converting such Redemption Amount into registered Common Stock (the “Conversion Shares”) for the period
beginning on the date that is three (3) months from the Purchase Price Date and ending on the date that is six (6) months from
the Purchase Price Date and in registered or unregistered Common Stock thereafter in accordance with this Section 3.2 (each, a
“Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion
of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the
foregoing, so long as the cash is delivered to Lender on the third (3rd) Trading Day immediately following the applicable
Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date (as defined
below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion
of any applicable Redemption Amount and shall be required to pay the Redemption Amount in cash, if on the applicable Redemption
Date there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to
repay this Note in full by the Maturity Date is an Event of Default (as defined below), the Redemption Dates shall continue after
the Maturity Date pursuant to this Section 3.2 until the Outstanding Balance is repaid in full.
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s
proposed allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email
or fax within twenty-four (24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the
amount of Redemption Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to
change the allocation prior to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted
the allocation set forth in the applicable Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts
and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting
from an Event of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore,
no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to
the preparation of a Redemption Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if
such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the
Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section 7 below on or before each applicable
Defaults. The following are events of default (each, an “Event of Default”) under this Note: (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; (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
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 unless this Note is paid in full in connection with such Fundamental Transaction, in which case no consent
will be required; (k) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement); (l) Borrower effectuates
a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender unless the reverse split is
required to maintain compliance with the minimum bid price requirements of the principal market; (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; or (p) Borrower or any subsidiary of Borrower, 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(i) through (o) 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.
Default 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, it shall reserve the right to declare the Outstanding Balance
immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the
Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). 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. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event
of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted
under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue making Redemption
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 without expiration of any grace period 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
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.
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
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following each Redemption Date (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time
and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion
Shares electronically via DWAC to the account designated by Lender in the applicable Redemption Notice. If Borrower is not DWAC
Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated
in the Redemption 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
7. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s
counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.
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) (the “Issuance 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 Issuance Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower, at its election,
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. For the avoidance of
doubt, failure to seek or obtain the Approval shall not be considered an Event of Default hereunder.
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 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
Opinion of Counsel. In the event that an opinion of counsel is needed for conversion of this Note, Lender has the
right to have any such opinion provided by its counsel.
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.
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.
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.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common
Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.
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.”
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).
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.
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IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.
|By:||/s/ Renmei Ouyang|
|Title:||Chief Executive Officer|
ACCEPTED AND AGREED:
|John M. Fife, President|
Page to Convertible Promissory Note]
of this Note, the following terms shall have the following meanings:
“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.
“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, or (b) 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 Trigger Effect may only be applied three (3) times hereunder with respect to Major Defaults
and three (3) times hereunder with respect to Minor Defaults.
“DTC” means the Depository Trust Company or any successor thereto.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.
“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.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied on any
given Redemption Date: (a) with respect to the applicable date of determination all of the Conversion Shares would be freely
tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case,
disregarding any limitation on conversion of this Note); (b) no Event of Default shall have occurred or be continuing hereunder;
(c) the average and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20) and two
hundred (200) Trading Days is be greater than $120,000.00; and (d) the Closing Trade Price for the previous Trading Day must be
greater than or equal to $1.30.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries 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 or any of its subsidiaries 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, or (iii) Borrower or any of its subsidiaries 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 (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.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(b), 4.1(k), or 4.1(o).
“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.
“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 Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.
“Maximum Monthly Redemption Amount” means $187,500.00 per calendar month.
“Minor Default” means any Event of Default that is not a Major Default.
“OID” means an original issue discount.
“Other Agreements” means, collectively, all existing and future agreements and instruments between, among
or by Borrower (or it subsidiary), on the one hand, and Lender (or an affiliate), on the other hand.
“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.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.
“Redemption Conversion Price” means 80% multiplied by the average of the lowest VWAP during the fifteen
(15) Trading Days immediately preceding the date the applicable Redemption Notice is delivered.
“Trading Day” means any day on which Borrower’s principal market is open for trading.
“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.
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intentionally left blank]
Streeterville Capital, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
|TD Holdings, Inc.||Date:|
Attn: Renmei Ouyang
The above-captioned Lender hereby gives
notice to TD Holdings, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Convertible Promissory
Note made by Borrower in favor of Lender on January 6, 2021 (the “Note”), that Lender elects to redeem a portion
of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption 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 Redemption 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.||Redemption Date: ____________, 201_|
|B.||Redemption Amount: ____________|
|C.||Portion of Redemption Amount to be Paid in Cash: ____________|
|D.||Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)|
|E.||Redemption Conversion Price: _______________|
|F.||Redemption Conversion Shares: _______________ (D divided by E)|
|G.||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 Redemption Notice and such Transaction Documents.
Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:
To the extent the
Redemption 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 Redemption Notice (by facsimile transmission or otherwise)
|By:||Streeterville Management, LLC, its Manager|
|John M. Fife, President|
Exhibit B to Convertible
Promissory Note, Page 2