Exhibit
10.1


 


INVESTMENT
AGREEMENT


 


This
INVESTMENT AGREEMENT (the “Agreement”), dated as of May 05, 2021 (the “Execution Date”),
is entered into by and between Sharing Economy International Inc., (the “Company”), a Nevada corporation organized
under the laws of the united States, with its principal executive offices at No. 85 Castle Peak Road Castle Peak Bay, Tuen Mun, N.T.,
Hong Kong, and Strattner Alternative Credit Fund LP (the “Investor”), a Delaware limited partnership company, with
its principal executive offices at 30 Wall Street, 8th Floor, 10005, New York. Each of the Company and the Investor may be referred to
herein as a “Party” and collectively as the “Parties.”


 


RECITALS:


 


A.
The Parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Five Million
Dollars ($5,000,000) (the “Commitment Amount”) to purchase the Company’s Common Shares, No par value per
share (the “Common Shares”).


 


A.
Such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the
1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to
any or all of the investments in Common Shares to be made hereunder.


 


A.
Such investments will also be made in reliance upon an exemption from the prospectus requirements of applicable securities laws in
_______________.


 


A.
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights
Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the
rules and regulations promulgated thereunder, and applicable state securities laws.


 


AGREEMENT


 


NOW
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and
agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Investor hereby agree as follows:


 


SECTION
I.


DEFINITIONS


 


For
all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.


 


“1933
Act” shall have the meaning set forth in the recitals.


 


“1934
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“Affiliate” shall mean any individual or entity that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with another individual or entity as such terms are used in and construed under Rule 405
under the 1933 Act.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Articles
of Incorporation” shall have the meaning set forth in Section 4.3.


 






     


     


    




 


“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Certificate”
shall have the meaning set forth in Section 2.6.


 


“Closing”
shall have the meaning set forth in Section 2.6.


 


“Closing
Date” shall have the meaning set forth in Section 2.6.


 


“Commitment
Amount” shall have the meaning set forth in the recitals.


 


“Commitment
Fee Shares” shall have the meaning set forth in Section 10.17.


 


“Common
Shares” shall have the meaning set forth in the recitals.


 


“Company”
shall have the meaning set forth in the preamble.


 


“DTC”
shall have the meaning set forth in Section 2.5.


 


“DWAC”
shall mean Deposit and Withdrawal at Custodian service provided by the Depository Trust Company.


 


“Effective
Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Execution
Date” shall have the meaning set forth in the preamble.


 


“S-1
Filing Deadline” shall have the meaning set forth in Section 10.17.


 


“FAST”
shall have the meaning set forth in Section 2.5.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Material
Adverse Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum
Common Share Issuance” shall have the meaning set forth in Section 2.67.


 


“Open
Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending
on the earlier to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement
in accordance with Section 8.


 


“PCAOB”
shall have the meaning set forth in Section 4.6.


 


“Pricing
Period” shall mean, with respect to a particular Put Notice, the five (5) consecutive Trading Days including and immediately
following the applicable Put Notice Date.


 


“Principal
Market” shall mean the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the OTC Bulletin Board or the OTC Markets Group, whichever is the principal market on which the Common Shares are
traded.


 


“Purchase
Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities, calculated
by multiplying the Purchase Price by the Put Amount.


 




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“Purchase
Price” shall mean the 85% of the lowest VWAP (defined below) of the Common Shares during the Pricing Period applicable to the
Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and
(ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill” status on the applicable
Put Notice Date.


 


“Put”
shall have the meaning set forth in Section 2.2.


 


“Put
Amount” shall have the meaning set forth in Section 2.3.


 


“Put
Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company
intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.


 


“Put
Notice Date” shall mean the Trading Day on which the Investor receives a Put Notice, determined as follows: a Put Notice shall
be deemed delivered on (a) the Trading Day it is received by electronic mail or otherwise by the Investor if such notice is received
prior to 9:30 a.m. (Pacific time), or (b) the immediately succeeding Trading Day if it is received by electronic mail or otherwise after
9:30 a.m. (Pacific time) on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.


 


“Put
Settlement Sheet” shall mean a written letter to the Company by the Investor, evidencing acceptance of the Put and providing
instructions for delivery of the Securities to the Investor.


 


“Put
Shares Due” shall mean the Shares to be sold to the Investor pursuant to the Put.


 


“Registered
Offering Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company and the
Investor as of the date herewith.


 


“Registration
Rights Agreement” shall have the meaning set forth in the recitals.


 


“Registration
Statement” or “S-1” means the registration statement of the Company filed under the 1933 Act covering the
resale of the Securities issuable hereunder to the Investor, in the manner described in such Registration Statement.


 


“Resolutions”
shall have the meaning set forth in Section 7.5.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning set forth in Section 4.6.


 


“Securities”
shall mean the Common Shares issued pursuant to the terms of the Agreement.


 


“Shares”
shall mean the Common Shares of the Company.


 


“Trading
Day” shall mean any day on which the Principal Market for the Common Shares is open for trading, from the hours of 9:30 am
until 4:00 pm.


 


“VWAP”
shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date) on the Trading Market on which the Common Shares are then listed or quoted for trading as reported by (i) Bloomberg Financial L.P.
or (ii) Stock Charts/Quote Media if the Investor does not promptly provide the Company the Bloomberg quote/pricing charts for the days
involved upon the Company’s request (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time))
and (b) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good faith
by the Investor and to the Company.


 






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“Waiting
Period” shall have the meaning set forth in Section 2.3.


 


SECTION
II


PURCHASE
AND SALE OF COMMON SHARES


 


2.1 PURCHASE AND SALE OF COMMON SHARES. Subject to the terms and conditions set forth herein, the Company may issue and sell to
the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Five
Million Dollars ($5,000,000).


 


2.2
DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Registered Offering Transaction Documents, and from time to
time during the Open Period, the Company may, in its sole discretion, deliver to the Investor: (i) a Put Notice which states the share
amount (designated in whole Common Shares of the Company), which the Company intends to sell to the Investor on a Closing date (the “Put”),
and (ii) an issuance resolution, which shall be in the form as required by the Company’s transfer agent. The Put Notice shall be
in the form attached hereto as Exhibit B and incorporated herein by reference. The Investor shall deliver to the Company a Put
Settlement Sheet on each applicable Closing Date. The Put Settlement Sheet shall be in the form attached hereto as Exhibit C and
incorporated herein by reference.


 


2.3
PUT FORMULA. The maximum amount of Common Shares that the Company shall be entitled to Put to the Investor per any applicable
Put Notice shall be an amount of shares up to or equal to two hundred percent (200%) of the average of the daily trading volume of the
Common Shares for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”)
so long as such amount is at least Five Thousand Dollars ($5,000) and does not exceed Two Hundred Fifty Thousand Dollars ($250,000),
as calculated by multiplying the Put Amount by the average daily VWAP for the ten (10) consecutive Trading Days immediately prior to
the applicable Put Notice Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous
Closing has been completed. Notwithstanding the foregoing, the Company may not deliver a Put Notice on or earlier of the tenth (10th)
Trading Day immediately following the preceding Put Notice Date (the “Waiting Period”), unless a written waiver to
deliver Put Notice during the Waiting Period is obtained by the Company from the Investor in advance.


 


2.4
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the
Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless
each of the following conditions are satisfied:


 


i.
a Registration Statement shall have been declared effective and shall remain effective, usable and available for the resale of
all the Put Shares Due at all times until the Closing with respect to the applicable Put Notice;


 


ii.
at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the
Common Shares shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading
thereon during the Pricing Period (excluding suspensions of not more than one (1) Trading Day resulting from business announcements
by the Company, provided that such suspensions occur prior to the Company’s delivery of a Put Notice);


 


iii.
the Company has complied with its obligations and is otherwise not in material breach of or in material default under, this
Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior
to delivery to the Investor of the applicable Put Notice;


 


iv.
No injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed
or abandoned, prohibiting the purchase or the issuance of the Securities; and


 


v.
the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.


 




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If
any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have No obligation
to purchase the Put Amount of Common Shares set forth in the applicable Put Notice.


 


2.5 MECHANICS
OF PURCHASE OF SHARES BY INVESTOR. If the Company’s transfer agent is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer (“FAST”) program, and the Securities are eligible
for inclusion in the FAST program, the Company shall use all commercially reasonable efforts to cause its transfer agent to
electronically transmit the Securities to the Investor within one (1) Trading Day following delivery by the Company of a Put Notice
by crediting the account of the Investor’s prime broker, as specified by the Investor, with DTC through its DWAC or DRS
service. If the Company is not DWAC or DRS eligible or the Company is under DTC “chill” on such Closing Date (defined
below), the Company shall deliver to the Investor pursuant to this Agreement, certificate or certificates representing the
Securities to be issued to the Investor on such date and registered in the name of the Investor (the
“Certificate”). Subject to the satisfaction of the conditions set forth in Sections 2.6 and 7 of this
Agreement, the closing of the purchase by the Investor of Securities (a “Closing”) shall occur on the date which
is No earlier than five (5) Trading Days following and No later than seven (7) Trading Days following the applicable Put Notice Date
(each, a “Closing Date”). On such Closing, but not prior to receipt of confirmation of delivery of such
Securities to the Investor, the Investor shall disburse the funds constituting the Purchase Amount to an account designated by the
Company by wire transfer of (i) immediately available funds if the Investor receives the Securities by 10:00 a.m. (Pacific time) or
(ii) next day available funds if the Investor receives the Securities thereafter.


 


2.6
OVERALL LIMIT ON COMMON SHARES ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period
the Company becomes listed on an exchange that limits the number of Common Shares that may be issued without shareholder approval, if
applicable, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the Common
Shares that may be issuable without shareholder approval (the “Maximum Common Share Issuance”). If such issuance of
Common Shares could cause a delisting on the Principal Market, then the Maximum Common Share Issuance shall first be approved by the
Company’s shareholders in accordance with applicable law and the By-laws and the Articles of Incorporation of the Company, if
such issuance of shares of Common Share could cause a delisting on the Principal Market. The parties understand and agree that the Company’s
failure to seek or obtain such shareholder approval shall in No way adversely affect the validity and due authorization of the issuance
and sale of Securities or the Investor’s obligation in accordance with the terms and conditions hereof to purchase a number of
Shares in the aggregate up to the Maximum Common Share Issuance limitation, and that such approval pertains only to the applicability
of the Maximum Common Share Issuance limitation provided in this Section 2.6.


 


2.7
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in No event shall the Investor
be entitled to purchase that number of Shares, which when added to the sum of the number of Common Shares beneficially owned (as such
term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the number of Common Shares
outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.


 


SECTION
III


INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


The
Investor represents and warrants to the Company, and covenants, that:


 


3.1 SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication
and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating
the merits and risks of an investment in the Securities and making an informed investment decision, and has so evaluated the merits and
risks of such investment; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite
period of time. The Investor is not resident in Australia, it is not formed under the laws of Australia or any of its provinces or territories,
and does not have a physical or operational presence in Australia other than occasional investments in publicly traded companies from
time to time.


 




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3.2
AUTHORIZATION; ENFORCEMENT. This Agreement and the purchase by the Investor of the Securities hereunder has been duly and validly
authorized, executed and delivered on behalf of the Investor and constitutes the valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors ’rights and remedies.


 


3.3
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the
1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Shares. The Investor agrees not to
short sell or hedge the Company’s stock either directly or indirectly through its affiliates, parent or subsidiary companies, principals
or advisors, the Common Shares during the term of this Agreement. The Investor will only sell Company stock that it has in its possession.


 


3.4
ACCREDITED INVESTOR. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the 1933 Act, and has completed and
provided to the Company the U.S. Accredited Investor Certificate, as set forth on Exhibit D to this Agreement. Investor is not
a “disqualified investor” by virtue of the investor being subject to a “disqualifying event” as defined under
Rule 506(b) through (e) of Regulation D of the 1933 Act as amended.


 


3.5
UNDERWRITER STATUS. The Investor is deemed an “underwriter” (as that term is defined in Section 2(a)(11) of the Securities
Act) in connection with the registration of the Registrable Securities and will be identified as such in the Registration Statement.
As an underwriter, the Investor will not have Rule 144 of the Securities Act available as a resale exemption from registration under
the U.S. securities laws.


 


3.6
No CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Investor and the
consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of limited liability
company agreement or other organizational documents of the Investor and/or (ii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of this clause
(ii), for such that are not material and do not otherwise affect the ability of such Investor to consummate the transactions contemplated
hereby. The business of the Investor is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance,
rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for violations
the sanctions for which either, individually or in the aggregate, would not have or reasonably be expected to have a material adverse
effect on the Investor. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws
of any states, to the Investor’s knowledge, the Investor is not required to obtain any consent, authorization, permit or order
of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement)
with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute,
deliver or perform any of its obligations under, or contemplated by, the Registered Offering Transaction Documents in accordance with
the terms hereof or thereof except for those consents, authorizations, permits, orders or filings as have been obtained or effected on
or prior to the date hereof and are in full force and effect as of the date hereof.


 


3.7
OPPORTUNITY TO DISCUSS. The Investor has had access to and received all materials and information relating to the Company’s
business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and
financial affairs of the Company with the Company’s management in order to evaluate the merits and risks of investing in the Securities.


 


3.8
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view
towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions
of the 1933 Act (or pursuant to an exemption from such registration provisions) and in compliance with applicable federal and state
securities laws.


 




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3.9
No REGISTRATION AS A DEALER. The Investor is not engaged in the business of being a broker-dealer and will not be required to
be registered as a “dealer” under the 1934 Act, either as a result of its execution and performance of its obligations under
this Agreement or otherwise.


 


3.10
GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State
of Wyoming with the requisite corporate, partnership or other power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder and thereunder.


 


3.11
TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities and that nothing in this Agreement or
any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes
legal, tax or investment advice.


 


3.12
REGULATION M. The Investor will comply and be solely responsible with the requirements of Regulation M under the 1934 Act, if
applicable.


 


3.13
GENERAL SOLICITATION. The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general advertisement.


 


3.14
TRANSFER RESTRICTIONS. The Securities may only be disposed of in compliance with federal and state securities laws of the United
States. In connection with any transfer of Securities, other than pursuant to an effective registration statement, to the Company or
to an affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected
by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act. As
a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights
of the Investor under this Agreement and the Registration Rights Agreement, as to issued Securities only.


 


SECTION
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:


 


4.1
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under applicable
laws of ___________________ and has the requisite corporate power and authorization to own its properties and to carry on its business
as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse
Effect ” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material
adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection
herewith, or on the authority or ability of the Company to perform its obligations under the Registered Offering Transaction Documents.


 






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4.2 AUTHORIZATION;
ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


i.
The Company has the requisite corporate power and authority to enter into and perform the Registered Offering Transaction Documents,
and to issue the Securities in accordance with the terms hereof and thereof.


 


ii.
The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this
Agreement, have been duly and validly authorized by the Company’s board of directors and No further consent or authorization
is required by the Company, its board of directors, or its shareholders.


 


iii.
The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company.


 


iv.
The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors ’rights and remedies.


 


4.3
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of an _____________________ shares
of common stock, __________ par value per share, of which __________ were issued and outstanding as of March ___, 2021. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable.


 


Except
as disclosed in the Company’s publicly available filings with the SEC, or as otherwise set forth on Schedule 4.3:


 


i.
No shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or
encumbrances suffered or permitted by the Company;


 


ii.
there are no outstanding debt securities;


 


iii.
there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or
contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of
capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company;


 


iv.
there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under
the 1933 Act (except the Registration Rights Agreement);


 


v.
there are no outstanding securities of the Company which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the
Company;


vi.
there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the
Securities as described in this Agreement;


 


vii.
the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or
agreement; and


 


viii.
there is no dispute as to the classification of any shares of the Company’s capital stock.


 


The
Company has furnished to the Investor true and correct copies of the Company’s Articles of Incorporation, as in effect on the date
hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Shares and the material rights of the holders
thereof in respect thereto.


 


4.4
ISSUANCE OF SHARES. The Company is authorized to issue an unlimited numbers of common shares voting and participating, without
par value per share. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.


 




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4.5
NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of
Incorporation or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time
or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company is a party, or to the Company’s
knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities
laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which
the Common Shares are traded or listed) applicable to the Company or by which any property or asset of the Company is bound or affected.
The Company is not in violation of any term of, or in default under, the Articles of Incorporation or the By-laws or its organizational
charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order
or any statute, rule or regulation applicable to the Company, except for possible conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. To the knowledge
of the Company, the business of the Company is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance,
rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible
violations the sanctions for which either individually or in the aggregate would not be likely to have a Material Adverse Effect. Except
as specifically contemplated by this Agreement and as required under the 1933 Act, any securities laws of any states, or any other jurisdiction
to which the Company is subject, to the Company’s knowledge, the Company is not required to obtain any consent, authorization,
permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration
Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other
third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Registered Offering
Transaction Documents in accordance with the terms hereof or thereof, except for the filing with and approval of the Registration Statement
with the SEC. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant
to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date
hereof. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will
not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates
and is not aware of any facts which would reasonably lead to delisting of the Common Shares by the Principal Market in the foreseeable
future.


 


4.
6 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”). The Company
has delivered to the Investor or its representatives, or they have had access through EDGAR to true and complete copies of the SEC Documents.
As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with the International Financial Reporting Standards, by a firm that
is a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information
referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. To
the Company’s knowledge, neither it nor any of its officers, directors, employees or agents have provided the Investor with any
material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided
to the Investor by the Company or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed
by the Company prior to such Closing Date.


 






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4.7
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents and/or any press releases, the Company does not
intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently
expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy proceedings.


 


4.8
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is No action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the executive officers of Company, threatened against or affecting the Company, the Common Shares or any of the Company
’s officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 


4.9 ACKNOWLEDGMENT
REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the
transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents
in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely
incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further
represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been
based solely on the independent evaluation by the Company and its representatives.


 


4.
10 NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents or required with
respect to the Registered Offering Transaction Documents, as of the date hereof, No event, liability, development or circumstance has
occurred or exists, or to the Company’s knowledge is contemplated to occur, with respect to the Company or its business, properties,
assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities
laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Shares and which has
not been publicly announced.


 


4.11
EMPLOYEE RELATIONS. The Company is not involved in any union labor dispute nor, to the knowledge of the Company, is any such dispute
threatened. The Company is not a party to a collective bargaining agreement, and the Company believes that relations with its employees
are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave
the Company’s employ or otherwise terminate such officer’s employment with the Company.


 


4.12
INTELLECTUAL PROPERTY RIGHTS. The Company owns or possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents,
none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary
to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within
two (2) years from the date of this Agreement, except as to certain trademarks that may remain pending. The Company does not have any
knowledge of any infringement by the Company of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development
of similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is No claim,
action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.
The Company has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual
properties.


 






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4.13 [Reserved].


 


4.14
TITLE. The Company has good and marketable title to all personal property owned by it which is material to the business of the
Company, free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially
affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company. Any
real property and facilities held under lease by the Company is held by it under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.


 


4.15
INSURANCE. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company is engaged.
The Company has not been refused any insurance coverage sought or applied for and the Company has No reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


4.16
REGULATORY PERMITS. The Company has in full force and effect all certificates, approvals, authorizations and permits from the
appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease
or operate their respective properties and assets and conduct their respective businesses in the manner currently being conducted, and
the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, approval,
authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations
or modifications which, would not have a Material Adverse Effect.


 


4.17
INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general
or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company’s management has determined that the Company’s internal accounting controls were not effective as of the date
of this Agreement as further described in the SEC Documents.


 


4.18
NO MATERIALLY ADVERSE CONTRACTS, ETC. The Company is not subject to any charter, corporate or other legal restriction, or any
judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to
have a Material Adverse Effect. The Company is not a party to any contract or agreement which in the judgment of the Company’s
officers has or is expected to have a Material Adverse Effect.


 


4.19
TAX STATUS. The Company has made or filed all income and all other tax returns, reports and declarations required by any jurisdiction
to which it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably adequate for
the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has
set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. The Company has not received written notice of unpaid taxes in any material amount claimed by
the taxing authority of any jurisdiction, and the officers of the Company know of No basis for any such claim.


 






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4.20
CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents and except for transactions pursuant to which the Company makes
payments in the ordinary course of business upon terms No less favorable than the Company could obtain from disinterested third parties
and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company
is presently a party to any transaction with the Company (other than for services as employees, consultants, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, such that disclosure would be required in the SEC Documents..


 


4.21
DILUTIVE EFFECT. The Company understands and acknowledges that the number of Common Shares issuable upon purchases pursuant to
this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading
price of the Common Share declines during the period between the Effective Date and the end of the Open Period. The Company’s executive
officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect on the shareholders of the Company. The board of directors of the Company has concluded,
in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of
the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Registered Offering
Transaction Documents, its obligation to issue shares of Common Share upon purchases pursuant to this Agreement is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


4.22
NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the
Common Shares to be offered as set forth in this Agreement.


 


4.23
NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions
will be payable by the Company, or its agents, with respect to the transactions contemplated by this Agreement.


 


SECTION
V


COVENANTS
OF THE COMPANY


 


5.1
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in
Section 7 of this Agreement.


 


5.2
REPORTING STATUS. Until one of the following occurs, the Company shall concurrently file all reports with the SEC as and when
required to be filed pursuant to applicable U.S., and the Company shall not terminate its status, or take an action or fail to take any
action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section
8 and the Investor has the right to sell all of the Securities without volume restrictions pursuant to Rule 144, if available, promulgated
under the 1933 Act, or such other available exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement
has been terminated pursuant to Section 8.


 


5.3
USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities (excluding amounts paid or to be paid by the
Company for fees as set forth in the Registered Offering Transaction Documents, if any) for general corporate and working capital purposes,
for acquisitions of assets, businesses or operations or for other purposes that the board of directors of the Company, in its good faith
deem to be in the best interest of the Company and its shareholders.


 


5.4 FINANCIAL
INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic means
the following documents and information on the forms set forth: (i) within five (5) Trading Days after the filing thereof, a copy of
its Annual Reports on Form 20-F, and any reports on Form 6-K and any Registration Statements or amendments filed pursuant to the
1933 Act; (ii) copies of any notices and other information made available or given to the shareholders of the Company generally,
contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing
or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities
exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic
information.


 






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5.5 [Reserved].


 


5.6
LISTING. The Company shall use all commercially reasonable efforts to promptly secure and maintain the listing of all of the
Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange
and automated quotation system, if any, upon which shares of Common Share are then listed (subject to official notice of issuance) and
shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Registered Offering Transaction
Documents. The Company shall not take any action which would be reasonably expected to result in the delisting or suspension of the
Common Shares on the Principal Market (excluding suspensions of not more than one (1) Trading Day resulting from business announcements
by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding
the continued eligibility of the Common Shares for listing on such automated quotation system or securities exchange. The Company shall
pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.


 


5.7
FILING OF FORM 6-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a report
on Form 6-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents in the
form required by the 1934 Act, if such filing is required.


 


5.8
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence
of the Company.


 


5.9
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor
upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering
of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related
prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation
or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement
or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that
a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available
to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during
the continuation of any of the foregoing events in this Section 5.9.


 


5.10
TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is effective,
following delivery of a Put Notice, the Company shall deliver instructions to its transfer agent to issue Shares to the Investor that
are covered for resale by the Registration Statement free of restrictive legends.


 


5.11
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into
this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are
reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement,
advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 






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SECTION
VI





CONDITIONS
OF THE COMPANY’S ELECTION TO SELL


 


There
is no obligation hereunder of the Company to issue and sell the Securities to the Investor. However, an election by the Company to issue
and sell the Securities hereunder, from time to time as permitted hereunder, is further subject to the satisfaction, at or before each
Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and may
be waived by the Company at any time in its sole discretion.


 


6.1
The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


6.2
The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end
of the Pricing Period and the Closing Date via a Put Settlement Sheet; and the Investor shall have delivered to the Company a Put Settlement
Sheet in the form attached here to as Exhibit C on each applicable Closing Date.


 


6.3
The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as
of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by the Registered Offering Transaction Documents to be performed, satisfied
or complied with by the Investor on or before such Closing Date.


 


6.4
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


SECTION
VII


 


FURTHER
CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE


 


The
obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of
the following conditions set forth below.


 


7.1
The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 


7.2
The Common Shares shall be authorized for quotation on the Principal Market and trading in the Common Shares shall not have been
suspended by the Principal Market, the SEC, or the CSE, at any time beginning on the date hereof and through and including the
respective Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the
Company, provided that such suspensions occur prior to the Company’s delivery of the Put Notice related to such
Closing).




 


7.3
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the applicable Closing Date as though made at that time and the Company shall have materially performed, satisfied and complied with
the covenants, agreements and conditions required by the Registered Offering Transaction Documents to be performed, satisfied or complied
with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation
contained in Section 4.3.


 






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7.4 The Company shall have executed and delivered to the Investor the certificate or certificates representing, or have executed electronic
book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such
Closing.


 


7.5
The board of directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been materially amended or rescinded prior to such Closing Date.


 


7.6
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


7.7
The Registration Statement shall be effective and useable on each Closing Date and No stop order suspending the effectiveness of the
Registration statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore, on each Closing
Date (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with
respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,
either temporarily or permanently, or intends or has threatened to do so (unless the SEC ’s concerns have been addressed), and
(ii) No other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.


 


7.8 At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and
any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an updated
supplement to the prospectus.


 


7.9 [Reserved].


 


7.10
The conditions to such Closing set forth in Section 2.4 shall have been satisfied on or before such Closing Date.


 


7.11
The Company shall have certified to the Investor the number of Common Shares outstanding when a Put Notice is given to the Investor.
The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the necessary
number of Common Shares reserved for issuance.


 


SECTION
VIII


TERMINATION


 


This
Agreement shall terminate upon any of the following events:


 


i.
when the Investor has purchased an aggregate of Five Million Dollars ($5,000,000) in the Common Shares of the Company pursuant to
this Agreement;


ii.
on the date which is thirty-six (36) months after the Effective Date; or





iii.
at such time that the Registration Statement is No longer in effect; or


iv.
at any time at the election of the Company upon 15 days written notice.


 


Any
and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


 






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SECTION
IX


SUSPENSION


 


This
Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 


i.
The trading of the Common Shares is suspended by the SEC, the CSE, the Principal Market or FINRA for a period of two (2) consecutive
Trading Days during the Open Period, but following the lifting of any suspension under this clause I, then this Agreement shall be
immediately reinstated and effective until its earlier termination or expiration; or,


 


ii.
During the Open Period the Common Shares ceases to be registered under the 1934 Act or listed or traded on the Principal Market or
the Registration Statement is No longer effective (except as permitted hereunder).


 


Immediately
upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor. Immediately
upon the occurrence of one of the above-described event items (i) or (ii) of this Section IX, the Company shall send written notice of
such event to the Investor. Upon the rectifying, curing or the lifting of an suspension/event noted in items (i) or (ii) above, the Company
shall send written notice (which may take the form of an email) to Investor, the date of which (or the cure date set forth in such notice)
shall be the date that the Agreement shall be once again effective.


 


SECTION
X


MISCELLANEOUS


 


10.1
LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive
laws of the State of New York without giving effect to any conflict of laws rule or principle that might require the application of the
laws of another jurisdiction. Any dispute, claim, suit, action or other legal proceeding arising out of the transactions contemplated
by this Agreement or the rights and obligations of each of the parties shall be brought only in a competent court in State and City of
New York or in the federal courts of the United States of America located in the Southern District of New York. The parties to this Agreement
hereby irrevocably waive (i) any right to a jury trial and (ii) any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing
this Agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction
of such courts. In the event that any provision of this Agreement or any other agreement delivered in connection herewith 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 with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby
irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with
this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law.


 


10.2 LEGAL FEES; AND MISCELLANEOUS FEES. Except as set forth in the Registered Offering Transaction Documents (including but not
limited to Section 5 of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement. Any attorneys ’fees and expenses incurred by either the Company or the Investor in connection
with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the
rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party
in respect of the transactions contemplated hereunder, to the extent that it is determined in a final judgment by a court of competent
jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or
omitted to be taken by such party through its gross negligence or willful misconduct, shall be paid on demand by the party which breached
the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of any Securities.


 






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10.3
COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the
same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


10.4
HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine.


 


10.5
SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisiction.


 


10.6
ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the final Agreement between the Company and the Investor with respect to the terms
and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent
oral agreements of the Parties.


 


10.7
NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses and email addresses for such communications shall be:











 





	 	If
to the Company:
    	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	If to the Investor	Strattner Alternative Credit Fund LP	 
	 	 	30 Wall Street, 8th Floor	 
	 	 	New York. NY 10005	 
	 	 	Email: compliance@strattners.com	 
	 	With a copy (which shall	 	 
	 	not constitute notice) to:	Kirton McConkie, P.C.	 
	 	 	50 East South Temple Street, Suite 400	 
	 	 	Salt Lake City, UT 84111	 
	 	 	ATTN: C. Parkinson Lloyd	 
	 	 	Email: plloyd@kmclaw.com	 


 


Each
party shall provide five (5) business days prior written notice to the other party of any change in address or email address.


 


10.8 No
ASSIGNMENT. This Agreement may not be assigned.


 


10.9
No THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of,
nor may any provision hereof be enforced by, any other person.


 


10.10
SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements
and covenants set forth in Section 5 and this Section 11, shall survive each of the Closings and the termination of this
Agreement.


 




    17


     

    

 


10.11
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and No party shall issue any such press release or otherwise make any
such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except
that No prior consent shall be required if such disclosure is required by law, as determined solely by the Company in consultation with
its counsel. The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may be deemed
to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor
further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


10.12
EXCLUSIVITY. The Company shall not pursue an equity line transaction similar to the transactions contemplated in this Agreement
with any other person or entity until the earlier of (i) the Effective Date and (ii) termination of this Agreement in accordance with
Section 8.


 


10.13
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.


 


10.14
No STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and No rules of strict construction will be applied against any party, as the parties mutually agree that each has
had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.


 


10.15
REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and
all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this
Agreement, including the recovery of reasonable attorney’s fees and costs, and to exercise all other rights granted by law.


 


10.16
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration
Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any
other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


10.17
COMMITMENT FEE SHARES. Upon entry into this Investment Agreement, the Company commits to issue to the Investor 250,000 of its
Common Shares as a commitment fee for this financing facility (the “Commitment Fee Shares”), which shall be issued
and delivered to Investor within ten (10) Trading Days of the Execution Date. The Company agrees that the issuance of the Commitment
Fee Shares is a material obligation and that the Commitment Fee Shares are considered fully-earned as of the Execution Date of this Agreement,
regardless of whether or not the Company files the S-1 or is successful in having it deemed effective by the SEC.


 






    18


     

    




 


SECTION
XI


NON-DISCLOSURE
OF NON-PUBLIC INFORMATION


 


11.1
NO DISCLOSURE OF NON-PUBLIC INFORMATION. The Company shall not disclose non-public information to the Investor, its advisors,
or its representatives.


 


11.2
NO REQUIREMENT TO DISCLOSE NON-PUBLIC INFORMATION. Nothing in the Registered Offering Transaction Documents shall require or be
deemed to require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company
represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering,
to money Managing Members or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company
will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any
event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes
aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due
diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause
such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be
construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure
of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of
this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on
such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits
a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of
the circumstances in which they were made, not misleading.


 


SECTION
XII


ACKNOWLEDGEMENTS
OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes
No representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not
short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Shares at any time during
the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and
shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement
regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying
on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the
Company.


 


[Signature
page follows.]


 




    19


     

    

 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the
date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the
representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms.


 





	 	INVESTOR
	 	Strattner Alternative Credit Fund LP
	 	 	 
	 	By:	/s/ Timo Strattner
        
	 	Name:  	TIMO STRATTNER
	 	Title:	DIRECTOR
	 	 	 
	 	COMPANY
	 	Sharing Economy International Inc.
	 	 	 
	 	By:	/s/ Chan Che Chung Anthony     
	 	Name:	Chan Che Chung Anthony
	 	Title:	Chairman


 






    20


     

    

 


LIST OF EXHIBITS


 


	EXHIBIT A	Registration Rights Agreement
	EXHIBIT B	Put Notice
	EXHIBIT C	Put Settlement Sheet
	EXHIBIT D	U.S. Accredited Investor Certificate  





 






    21


     

    

 


EXHIBIT
A


 


REGISTRATION
RIGHTS AGREEMENT


 


See
attached.


 




    22


     

    

 


EXHIBIT
B


 


FORM
OF PUT NOTICE


 


Date:
 


RE:
Put Notice Number __________________________________


Dear
Mr.  ____________________________________________,



 


This
is to inform you that as of today, ________________________, a ___________________ corporation (the “Company”), hereby elects
to exercise its right pursuant to the Investment Agreement to require Strattner Alternative Credit Fund LP, to purchase shares of its
Common Share. The Company hereby certifies that:


 


Put Amount in Shares: ______________________________________.





 


The Pricing Period runs from
________________________________ until ___________________________________.


 


The current number of Common Shares issued and outstanding is:
___________________________________________.




 


The number of shares currently available for resale on the S-1
is: ____________________________________________.


 


	Regards,	 
	 	 
	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 



 




    23


     

    

 


EXHIBIT
C


 


PUT SETTLEMENT SHEET


 


	Date:	 	 
	 	 	 
	Dear	 	,


 


Pursuant
to the Put given by ___________________________, a corporation organized under the laws of
___________________ (the “Company”), to Strattner Alternative Credit Fund LP (the “Investor”) on
_________________, 202_, we are now submitting the purchase price for the Common Shares.


 


Purchase
Price per Common Share: _______________________________________.


 


Shares
Being Purchased _______________________________________________.


 


Total
Purchase Price: _________________________________________________.


 


Please
have a certificate bearing no restrictive legend issued to the Investor immediately and sent via DWAC to the following account:


 


[INSERT]


 


If
not DWAC eligible, please send FedEx Priority Overnight to:


 


[INSERT
ADDRESS]


 


Once
the conditions of Section 2.5 have been met, we will have the funds wired to the Company.





 


	Regards,	 
	 	 
	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 







 




    24


     

    

 


EXHIBIT
D


 


[TO
BE PROVIDED}


 


 


25