Exhibit 10.1


 


Stock PURCHASE
AGREEMENT


 


This Stock Purchase
Agreement (this “Agreement”) is dated as of 16th December, 2019, between Sharing Economy International
Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including
its successors and assigns, a “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and Regulation S as promulgated thereunder (“Regulation S”), the Company
desires to issue and sell to the Purchaser, and the Purchaser, severally and not jointly, desires to purchase from the Company,
securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have
the meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, provided that such Trading
Day shall be no later than 18th December, 2019.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value US$0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 




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“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Effective
Date” means the earliest of the date that (a) all of the Shares have been sold pursuant to Rule 144 or may be sold pursuant
to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule
144 and without volume or manner-of-sale restrictions, (b) following the one year anniversary of the Closing Date provided that
a holder of Shares is not an Affiliate of the Company, or (c) all of the Shares may be sold pursuant to an exemption from registration
under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and holders have retained from legal
counsel a standing written unqualified opinion that resales may then be made by such holders of the Shares pursuant to such exemption
which opinion shall be in form and substance reasonably acceptable to such holders.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Per
Share Purchase Price” equals US$0.2820, subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include locating and/or borrowing shares of Common Stock). 


 




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“Subscription
Amount” means the aggregate amount to be paid for Shares purchased hereunder as specified below the Purchaser’s
name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars
and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or any successors to any of the foregoing.


 


“Transaction
Documents” means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed in
connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Empire Stock Transfer Inc., the current transfer agent of the Company, with a mailing address of 1859 Whitney
Mesa Dr., Henderson, NV 89014 and a telephone number of (702) 818-5898, and any successor transfer agent of the Company.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate
of US$705,000 of Shares. The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available
funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser,
and the Company shall deliver to the Purchaser its respective Shares, as determined pursuant to Section 2.2(a), and the Company
and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company or such other location as the
parties shall mutually agree.


 


2.2 Deliveries.


 


(a) On or
prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i) this Agreement
duly executed by the Company;


 






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(ii) a copy
of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate
evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered
in the name of such Purchaser; and


 


(iii) the Company
shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Operating
Officer.


 


(b) On or
prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i) this Agreement
duly executed by such Purchaser;


 


(ii) such Purchaser’s
Subscription Amount by wire transfer to the account designated by the Company; and


 


(iii) an Investor
Questionnaire in the form attached hereto as Exhibit A, duly executed by the Purchaser.


 


2.3 Closing Conditions.


 


(a) The obligations
of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the accuracy
in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii) all obligations,
covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and


 


(iii) the delivery
by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b) The obligations
of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the accuracy
in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 






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(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii) the delivery
by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v) all Required
Approvals of the Company shall have been obtained; and


 


(vi) from the
date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Purchaser:


 


(a) Subsidiaries.
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 






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(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and
thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.4 of this Agreement, and (ii) the notice and/or application(s) to each applicable Trading
Market for the issuance and sale of the Shares and the listing of the Shares for trading thereon in the time and manner required
thereby, and, if necessary (collectively, the “Required Approvals”).


 


(f) Issuance
of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum
number of shares of Common Stock issuable pursuant to this Agreement.


 


(g) Capitalization.
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common
Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any
right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as a result of the purchase and sale of the Shares, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common
Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of
any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock
or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or
instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company
or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or any similar
plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid
and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares.


 






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(h) SEC
Reports; Financial Statements. The Company is current with all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, (the “SEC Reports”). As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as
of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.


 


(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, and (iv) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock. The Company
does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the
Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists,
or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties,
operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws
at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior
to the date that this representation is made.


 






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(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 


(l) Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, 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, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of US$120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock
option plan of the Company.


 






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(m) Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.
The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.


 


(n) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the
Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository
Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 


(o) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the
registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading
Market on which any of the securities of the Company are listed or designated.


 


(p) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) 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 and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim.


 


(q) No
General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Shares
by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchaser.


 






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(r) Acknowledgment
Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that the Purchaser is acting solely in
the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Purchaser
or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to the Purchaser that
the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent
evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(s) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Section 3.2(f) hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the
Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term,
(ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position
in the Common Stock and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction.


 


(t) Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


 


3.2 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 






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(b) Own
Account. Such Purchaser understands that the Shares are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not
with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act, has no present
intention of distributing any of such Shares in violation of the Securities Act and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act.


 


(c) Purchaser
Status. The Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii)
any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment
for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s
jurisdiction.


 


(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e) General
Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares 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.


 


(f) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has
deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering
of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial
condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;
and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges
and agrees that neither the Company nor any Affiliate of the Company has provided such Purchaser with any information or advice
with respect to the Shares nor is such information or advice necessary or desired.  Neither the Company nor any Affiliate
has made or makes any representation as to the Company or the quality of the Shares and the Company and any Affiliate may have
acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. 


 






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(g) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons
party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,
legal and other advisors, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it
in connection with this transaction (including the existence and terms of this transaction).


 


(i) Regulation
S Compliance. Neither the Purchaser nor any person acting on its behalf has engaged, nor will engage, in any directed selling
efforts to a U.S. Person with respect to the Purchaser’s Shares and the Purchaser and any person acting on its behalf has
complied and will comply with the “offering restrictions” requirements of Regulation S. The transactions contemplated
by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part
of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Purchaser nor any person acting on
its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect
of, conditioning the market in the United States, its territories or possessions, for any of the Purchaser’s Shares. The
Purchaser agrees not to cause any advertisement of the Purchaser’s Shares to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the Purchaser’s Shares, except such advertisements
that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance
with any local applicable securities laws.


 


The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transactions contemplated hereby.


 






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ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1 Transfer Restrictions.


 


(a) The Shares
may only be disposed of in compliance with the Securities Act. In connection with any transfer of Shares other than pursuant to
an effective registration statement, 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 Shares under the
Securities 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 and obligations of a Purchaser under this Agreement.


 


(b) The Purchaser understands
that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with one or all of the following
legends, as applicable:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THESE SECURITIES ARE BEING
OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR
PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.”


 






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(c) Certificates
evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration
statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares pursuant
to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions,
or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission). If the Shares may be sold under Rule 144 and the Company is then in
compliance with the current public information required under Rule 144, or if the Shares may be sold under Rule 144 without the
requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or
if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission) then such Shares shall be issued free of all legends. The Company agrees
that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will promptly,
following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive
legend and Transfer Agent’s receipt of any other information needed to issue a certificate free of legend, deliver or cause
to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The
Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4. Certificates for Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the
date of delivery of a certificate representing Shares issued with a restrictive legend.


 


(d) The Purchaser
is not a U.S. Person and hereby agrees as follows:


 


(i) Any resale
of the Purchaser’s Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation
S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Purchaser’s
Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.
The Purchaser will not offer to sell or sell the Purchaser’s Shares in any jurisdiction unless the Purchaser obtains all
required consents, if any;


 


(ii) The Purchaser
will not, during the period commencing on the date of issuance of the Purchaser’s Shares and ending on the six-month anniversary
of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Purchaser’s Shares in the United States, or to a U.S. Person
for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S; and


 






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(iii) The Purchaser
will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Purchaser’s Shares only pursuant
to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign
securities laws.


 


(e) The Purchaser
agrees with the Company that it will sell any Shares pursuant to either the registration requirements of the Securities Act, including
any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a registration
statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of
the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company’s
reliance upon this understanding.


 


4.2 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require
the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares
for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.3 Securities Laws
Disclosure; Publicity. The Company shall (a) by 9:30 a.m. (New York City time) on the fourth Trading Day immediately following
the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the
Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly
disclosed all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of
their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their
respective officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on
the other hand, shall terminate. The Company and the Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the
Purchaser, or without the prior consent of the purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission
or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal
securities law in connection with (i) any registration statement for the resale of the Shares and (ii) the filing of final Transaction
Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which
case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this Section 4.4.


 






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4.4 Reservation
of Common Stock. As of the date hereof, the Company has reserved, free of preemptive rights, a sufficient number of shares
of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement.


 


4.5 Certain Transactions
and Confidentiality. The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding
with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period
commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release as described in Section 4.4.  The Purchaser covenants that
until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial
press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this
transaction and the information included in the Transaction Documents and the Disclosure Schedules.  Notwithstanding the foregoing,
and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i)
no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities
of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions
in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser
shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries
after the issuance of the initial press release as described in Section 4.4. 


 


4.6 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Shares may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against the Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other stockholders of the Company.


 


4.7 Buy Back. During the 13th
month after the Closing Date, the Purchaser has the option to sell the shares to the Company at US$705,000 if the market share
price is lower than US$0.2820.


 


ARTICLE V.

MISCELLANEOUS


 


5.1 Termination. 
This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated
on or before 18th December, 2019; provided, however, that such termination will not affect the right of
any party to sue for any breach by any other party (or parties).


 






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5.2 Fees and Expenses.
Except as expressly set forth in the Transaction Documents to the contrary, 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. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.


 


5.3 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a
day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchaser. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.5
shall be binding upon the Purchaser and holder of Shares and the Company.


 


5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 






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5.7 Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser
(other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser
assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares,
by the provisions of the Transaction Documents that apply to the “Purchaser.”


 


5.8 No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth
in Section 4.8 and this Section 5.8.


 


5.9 Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is
an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such Action or Proceeding 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. If any party hereto shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under
Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.


 


5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 






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5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.


 


5.14 Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.


 


5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.16 Payment Set
Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or
a Purchaser enforces or exercises its rights 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.


 






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5.17 Independent
Nature of Purchaser’s Obligations and Rights. The Purchaser has been represented by its own separate legal counsel in
its review and negotiation of the Transaction Documents.


 


5.18 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.19 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.20 WAIVER OF JURY
TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	SHARING ECONOMY INTERNATIONAL INC.	 	Address for Notice:

M03, Room 302, 3/F,

Eton Tower,

No. 8 Hyson Avenue,

Causeway Bay, Hong Kong
	By:	 	 	Email: pk.lau@seii.com
	 	Name: Ping Kee Lau	 	 
	 	Title: Director	 	 


 


With a copy to (which shall not constitute notice):


 


Parkson.yip@seii.com


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 


 


 


 




     


     


    

 


[PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of the date first
indicated above.


 


Name of Purchaser:                     SZE
MAN CHEUNG                                                                         


 


Signature of Authorized Signatory of
Purchaser: __________________________________


 


Name of Authorized Signatory: ____________________________________________________


 


Title of Authorized Signatory: _____________________________________________________


 


Email Address of Authorized Signatory:
______________________________________________


 


Facsimile Number of Authorized Signatory: _____________________________________________


 


Address for Notice to Purchaser:


 


 


 


 


Address for Delivery of Shares to Purchaser (if not same as
address for notice):


 


 


 


 


Subscription Amount: US$705,000


 


Shares: 2,500,000


 




     


     


    

 


EXHIBIT A


 


INVESTOR QUESTIONNAIRE


 


[See Attached]


 




     


     


    

 


INVESTOR
Questionnaire


 


Dear Investor:


 


The information contained
in this questionnaire is being furnished to Sharing Economy International Inc., a Nevada corporation (the “Company”),
in order that the Company may determine whether acquisition of the Company’s securities (the “Shares”) may be
made by you, as an investor, in light of the requirements of Regulation S promulgated under the Securities Act of 1933, as amended
(the “Securities Act”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Stock Purchase Agreement.


 


Information contained
in this questionnaire will be kept confidential by the Company and its agents, employees and representatives. You understand, however,
that the Company may have the need to present it to such parties as it deems advisable in order to establish the applicability
under any federal or state securities laws of an exemption from registration.


 


In accordance with
the foregoing, the following representations and information are hereby made and furnished by the investor:


 


Please answer all questions.
If the answer is “none” or “not applicable,” please so state.


 


INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:


 


		1.	A.   If Investor is an Individual:



 


	Name: 	Sze Man Cheung	 	Age:  	54


 


	No. of Dependents: 	3	 	Marital Status: 	Married


 


	Citizenship: 	Hong Kong SAR	 


 


If interests are to be jointly
held:


 


	Name: 	 	 	Age: 	 


 


	No. of Dependents: 	 	 	Marital Status: 	 


 


	Citizenship: 	 	 


 


B.   If
Investor is an Entity:


 


	Name	 	 	 	 


 


	Jurisdiction of Organization: 	 	 	Date of Formation: 	 


 


		2.	A.   If Investor is an Individual:



 


	Residence Address:  	Flat 209, 2/F, Shing On House, Kwai Shing East Estate, Kwai Chung, N.T., Hong Kong


 




     


     


    

 

 

	 	Mailing Address (if different):	 
	 	 	 




 


Telephone Number: ___95120077____________________


 


Facsimile Number: ________________________________


 


Email Address: ___pfswz@qq.com___________________


 


		B.	If Investor is an Entity:



 


	 	Business Address:	 
	 	 	 


 





	 	Mailing Address (if different):	 
	 	 	 


 


Telephone Number: _______________________________


 


Facsimile Number: ________________________________


 


Email Address: ___________________________________


 


	3.	If Investor is an Individual:



 


Please describe your current
employment, including the name of the business and any entity by which you are employed and its principal business:


 


	 	Investor
	 	 




 


Please describe any college or graduate degrees held
by you: secondary school graduate                                                                              


 


	 	 
	 	 



 


		4.	Is the investor involved in any litigation, which, if an adverse decision occurred, would materially
affect the investor’s financial condition?



 


Yes ____No ____


 


	 	If yes, please provide details:	 
	 	 	 



 


		5.	The investor is an experienced and sophisticated investor or is advised by a qualified investment
advisor, all as required under the securities laws and regulations.



 


Yes ____No ____


 


		6.	The investor understands the full nature and risk of an investment in the Shares and can afford
the complete loss of the entire investment in the Shares.



 


Yes ____No ____


 






     


     


    

 


		7.	The investor is able to bear the economic risk of an investment in the Shares for an indefinite
period of time and understands that an investment in the Shares may be illiquid.



 


Yes ____No ____


 


		8.	Does the investor have any other investments or contingent liabilities that the investor reasonably
anticipates could cause the need for sudden cash requirements in excess of cash readily available to the investor?



 


Yes ____No ____


 


	 	If yes, please explain: 	 
	 	 	 


 


		9.	Please describe the investor’s experience as an investor (including amounts invested) in
securities, particularly investments in non-marketable and tax incentive securities.



 


	 	Experienced
	 	 


 


		10.	Has the investor participated in other private placements of securities?



 


Yes ____No ____


 


If yes, please provide detail: Experienced in private
placement of US securities                                                             


 


		11.	In evaluating the merits and risks of this investment, does the investor intend to rely upon the
advice of the investor’s attorney, accountant or other advisor?



 


Yes ____No ____


 


		12.	If the investor is an entity, was it formed for the specific purpose of acquiring the Shares offered?



 


Yes ____No ____


 


		13.	“Regulation S” Qualification



 


Is the investor (i) a citizen
or resident of a country other than the United States (a “Foreign Citizen”); (ii) an entity organized under the laws
of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign
Entity”); (iii) a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or
voted by Foreign Citizens, Foreign Entities, foreign corporations or foreign partnerships; or (iv) a general or limited partnership
of which any general or limited partner is a Foreign Citizen, Foreign Entity, foreign government, foreign corporation or foreign
partnership?


 


Yes ____No ____


 


Please complete the questionnaire
attached hereto as Appendix I.


 






     


     


    

 


		14.	Further Representations



 


The investor understands that
the Company will be relying on the accuracy and completeness of the investor’s responses to the foregoing questions and the
investor represents and warrants to the Company as follows:


 


		(i)	The answers to the above questions are complete and correct and may be relied upon by the Company
whether or not the offering in which the investor proposes to participate is exempt from registration under the Securities Act
and the securities laws of certain states;



 


		(ii)	The investor will notify the Company immediately of any material change in any statement made herein
occurring prior to the closing of any purchase by the investor of the Shares; and



 


		(iii)	The investor or its management, in case of an entity, has sufficient knowledge and experience in
financial, investment and business matters to evaluate the merits and risks of the prospective investment; and the investor is
able to bear the economic risk of the investment in the Shares and currently could afford a complete loss of such investment.



 


[Signature Page Follows]


 




     


     


    

 


Sharing Economy International Inc.


 


INVESTOR QUESTIONNAIRE SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the undersigned has executed this Investor Questionnaire as of the date set forth below and declares under oath that it is truthful
and correct to the best of the undersigned’s knowledge.


 


Signature of the Investor or Authorized
Signatory of Investor: ______________________________


 


Name of Investor: _________________________________________________________________


 


Title of Authorized Signatory: _______________________________________________________


 


Date: ________________________________


 


If jointly held:


 


Signature of the Investor or Authorized
Signatory of Investor: ______________________________


 


Name of Investor: _________________________________________________________________


 


Name of Authorized Signatory: ______________________________________________________


 


Title of Authorized Signatory: _______________________________________________________


 


Date: ________________________________


 




     


     


    

 


Appendix I


 


REGULATION S SUPPLEMENTAL QUESTIONNAIRE


 


I. INDIVIDUAL INVESTORS: 


 


(Investors other than individuals should
turn to Part II)


 


INITIAL EACH BOX TRUE OR FALSE
OR COMPLETE, AS APPROPRIATE


 


Disclosure of Foreign Citizenship.


 


	 	1.	
        ______________

        True False
	You are a citizen of a country other than the United States.
	 	2.	
        _________________

        
	Please specify the country of which you are a citizen.


 


PLEASE PROVIDE COPIES OF THE IDENTIFICATION
DOCUMENTS ISSUED BY THE COUNTRY OF WHICH YOU ARE A CITIZEN. 


 


PLEASE SKIP PART II AND TURN TO PART
III TO COMPLETE THE REPRESENTATIONS 


 




     


     


    
 


II. NON-INDIVIDUAL INVESTORS:*


 


(Please answer Part II only if the purchase
is proposed to be undertaken by a corporation, partnership, trust or other entity)


 


		●	If the investment will be made by more than one affiliated entity, please complete a copy of this
questionnaire for EACH entity.



 


		●	PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.




 


INITIAL EACH BOX TRUE OR FALSE


 


Disclosure of Foreign Ownership.


 


	1.	
        ______ ________

        True      False
	You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign Entity”).
	 	 	 
	2.	
        ______ ________

        True     False
	You are a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a “Foreign Corporation”)
	 	 	 
	3.	
        ______________

        True     False
	You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a “Foreign Partnership”)
	 	 	 
	4.	
        ______________

        True     False
	You are a representative of, or entity controlled by, any of the entities listed in items 1 through 3 above.


 


Verification of Status as a Non-”U.S.
Person” under Regulation S (capitalized terms not defined in this section are defined in Part IV).


 


	1.	
        ______________

        True     False
	You are a partnership or corporation organized or incorporated under the laws of the United States.
	 	 	 
	2.	
        ______________

        True     False
	You are an estate of which any executor or administrator is a U.S. Person.  If the preceding sentence is true, but the executor or administrator who is a U.S. Person is a professional fiduciary and (i) there is another executor or administrator who is a non-U.S. Person who has shared or sole investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law, you may answer “False.”  
	 	 	 
	3.	
        ______________

        True     False
	You are a trust of which any trustee is a U.S. Person.  If the preceding sentence is true, but the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee who is a non-U.S. Person who has shared or sole investment discretion with respect to the trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”  



 






     


     


    

 


	4.	
        ______________

        True     False
	You are an agency or branch of a foreign entity located in the United States.
	 	 	 
	 5.	______ ________

True     False	You are a non-discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person.  
	 	 	 
	6.	
        ______________

        True     False
	You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in the United States.  If the preceding sentence is true, but such account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non-U.S. Person, you may answer “False.”  
	 	 	 
	7.	
        ______________

        True     False
	You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated.  If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.”  
	 	 	 
	8.	
        ______________

        True     False
	You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States.  
	 	 	 
	9.	
        ______________

        True     False
	You are an agency or branch of a U.S. Person located outside the United States that is (i) operated for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii) subject to substantive insurance or banking regulation, respectively, where located.  
	 	 	 
	10.	
        ______________

        True     False
	You are the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans.  




 


PLEASE TURN TO PART III TO COMPLETE
THE REPRESENTATIONS


 






     


     


    

 


III. REPRESENTATIONS


 


By marking “True” to any of
the foregoing, you acknowledge that the information provided is accurate and that you will take such actions as such representation
requires if any action is so required.


 


	1.	
        ______________

        True     False
	You are fully informed as to the legal and tax requirements within the jurisdiction in which you are located or domiciled regarding a purchase of the Shares.  
	 	 	 
	2.	
        ______________

        True     False
	You have satisfied and fully observed the laws of the jurisdiction in which you are located or domiciled in connection with the acquisition of the Units, including (A) the legal requirements of your jurisdiction for the acquisition of the Shares, (B) any foreign exchange restrictions applicable to such acquisition, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, which may be relevant to the holding, redemption, sale, or transfer of the Shares; and further, you agree to continue to comply with such laws as long as you shall hold the Shares.
	 	 	 
	3.	
        ______________

        True     False
	You will not transfer or deliver any Shares except in accordance with the restrictions set forth in the Agreement.
	 	 	 
	4.	
        ______________

        True     False
	You will notify the Company immediately if you becomes a U.S. Person at any time while you hold or own any Shares.
	 	 	 
	5.	
        ______________

        True     False
	You are not subscribing on behalf of or funding your purchase of the Shares with funds obtained from U.S. Persons.
	 	 	 
	6.	
        ______________ ________

        True     False          N/A
	You have not been formed specifically for the purpose of investing in the Company.
	 	 	 
	7.	
        ______________

        True     False

         

         
	All offers to sell and offers to buy the Shares were made to or by you while you were outside the U.S. and at the time that your order to buy the Shares was originated, you were outside the U.S. You acknowledge that the Agreement does not address international laws, rules or regulations (such as, without limitation, taxation, securities and/or investment laws, rules or regulations of any foreign jurisdiction).  
	 	 	 
	
        You should check the Office
        of Foreign Assets Control (the “OFAC”) website at http://www.treas.gov/ofac before making the following representations:

         

	8.	
        ______________

        True     False

         
	The amounts invested
    by you were not and are not directly or indirectly derived from any activities that contravene federal, state or international
    laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered
    by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign
    countries, territories, entities and individuals. The lists of the OFAC-prohibited countries, territories, individuals and
    entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by the OFAC
    (the “OFAC Programs”) prohibit dealing with individuals1
    or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list.



 


 






		1	These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.



 






     


     


    

 


	9.	
        ______________

        True     False

         
	None of: (1) you; (2) any person controlling or controlled by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any subscription amounts from a prospective investor if such investors cannot make the representation set forth in the preceding sentence. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. You are advised that, by law, the Company may be obligated to “freeze the account” of any investor, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose such investor’s identity to the OFAC.
	 	 	 
	10.	
        ______________

        True     False

         
	None of: (1) you; (2) any person controlling or controlled by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below
	 	 	 
	11.	
        ______________ ________

        True     False          N/A
	If you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.


 


 






		2	A “senior foreign political figure” is defined
as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether
elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation.
In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been
formed by, or for the benefit of, a senior foreign political figure.



		3	“Immediate family” of a senior foreign political
figure typically includes such figure’s parents, siblings, spouse, children and in-laws.



		4	A “close associate” of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political
figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on
behalf of such senior foreign political figure.







 




     


     


    

 


IV. DEFINITIONS


 


“U.S. Person”
means:


 





i) any natural
person who is a citizen of, or resident in, the U.S. (meaning the United States of America, its territories and possessions, any
State of the United States, and the District of Columbia);


 


ii) any partnership,
corporation or other entity organized or incorporated in, or under the laws of the U.S.;


 


iii) any estate
of which any executor or administrator is a U.S. Person;


 


iv) any trust
of which any trustee is a U.S. Person;


 


v) any agency
or branch of a foreign entity located in the U.S., or the income of which is subject to U.S. income tax, regardless of source;


 


vi) any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. Person;


 


vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if
an individual) resident in the U.S.; and


 


viii) any partnership
or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally
for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned,
by “accredited investors” (as defined in Rule 501(a) of Regulation D of the 1933 Act) who are not natural persons,
estates or trusts.


 


“non-U.S. Person” may include:


 


i) any discretionary
account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or
other professional fiduciary organized, incorporated, or (if an individual) resident in the U.S.;


 


ii) any estate
of which any professional fiduciary acting as executor or administrator is a U.S. Person if (A) an executor or administrator of
the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and (B)
the estate is governed by foreign law;


 


iii) any trust
of which any professional fiduciary acting as trustee is a U.S. Person if (A) a trustee who is not a U.S. Person has sole or shared
investment discretion with respect to the trust assets and (B) no beneficiary of the trust (and no settlor if the trust is revocable)
is a U.S. Person;


 


iv) an employee
benefit plan established and administered in accordance with the law of a country other than the U.S. and customary practices and
documentation of such country;


 


v) any agency
or branch of a U.S. Person located outside the U.S. if (A) the agency or branch operates for valid business reasons and (B) the
agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located; and


 


vi) The International
Monetary Company, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their agencies, Affiliates and pension plans, and any other similar
international organizations, their agencies, Affiliates and pension plans.