Exhibit 10.1


 


Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of April 20, 2018, is entered into by and between Sharing Economy International
Inc., a Nevada corporation (“Company”), and Iliad Research and
Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).


 


A. Company
and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder
by the United States Securities and Exchange Commission (the “SEC”).


 


B. Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a Convertible
Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $900,000.00 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), upon
the terms and subject to the limitations and conditions set forth in such Note, and (ii) a Warrant to Purchase Shares of Common
Stock, substantially in the form attached hereto as Exhibit B (the “Warrant”).


 


C. This
Agreement, the Note, the Warrant, and all other certificates, documents, agreements, resolutions and instruments delivered to
any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred
to herein as the “Transaction Documents”.


 


D. For
purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of
all or any portion of the Note; “Warrant Shares” means all shares of Common Stock issuable upon the exercise
of or pursuant to the Warrant; and “Securities” means the Note, the Conversion Shares, the Warrant and the
Warrant Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Investor hereby agree as follows:


 


1. Purchase
and Sale of Securities.


 


1.1. Purchase
of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note and the Warrant.
In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.


 


1.2. Form
of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of
immediately available funds against delivery of the Note and the Warrant.


 


1.3. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 7 below, the date
of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be May 17,
2018, or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes
to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4. Collateral
for the Note. The Note shall not be secured.


 






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1.5. Original
Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $150,000.00 (the “OID”).
In addition, Company agrees to pay $15,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities, which amount will
be deducted from the Purchase Price, such that the net amount Investor shall fund to the Company is $735,000.00. The “Purchase
Price”, therefore, shall be $750,000.00, computed as follows: $900,000.00 initial principal balance, less the OID.


 


2. Investor’s
Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement
has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in
accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D of the 1933 Act.


 


3. Company’s
Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a
corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite
corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant
to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated
hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement,
the Note, the Warrant, and the other Transaction Documents have been duly executed and delivered by Company and constitute the
valid and binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction
Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other
transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any
of the terms or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently
in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or
by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Common
Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United
States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company
or any of Company’s properties or assets; (vii) save and except any requirement, direction or approval from NASDAQ on the
sale and purchase of the Note and the Warrant pursuant to this Agreement, no further authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or
any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into
of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue
statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules,
forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has
received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior
to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any
governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person,
wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect
the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction
Documents; (xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current
report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a
“Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with
respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing
by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”),
any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that
is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker
Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that
may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor,
Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates,
from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses
suffered in respect of any such claimed Broker Fees; (xv) when issued, the Conversion Shares and the Warrant Shares will be duly
authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances;
(xvi) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives
has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives
except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated
by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; (xvii)
Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated
by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah,
as set forth more specifically in Section 11.3 below, shall be applicable to the Transaction Documents and the transactions contemplated
therein; and (xviii) Company has performed due diligence and background research on Investor and its affiliates including, without
limitation, John M. Fife, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant
to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following:
http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347
(N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described
in subsection (xviii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions
contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance
of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations.


 






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4. Company
Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants:
(i) so long as Investor beneficially owns any of the Securities, Company will timely file on the applicable deadline all reports
required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under
its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144
of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934
Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be
listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion Shares
and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens,
claims, charges and encumbrances; (iv) trading in Company’s Common Stock will not be suspended, halted, chilled, frozen,
reach zero bid or otherwise cease on Company’s principal trading market; (v) Company will not make any Variable Security
Issuance (as defined below) in an amount less than $500,000.00 without first complying with the Right of First Refusal (as defined
below); and (vi) at Closing and on upon request from Investor for so long as the Note remains outstanding or on any other date
during which the Note is outstanding, as may be requested by Investor, Company shall cause its director to provide to Investor
a certificate in substantially the form attached hereto as Exhibit C (the “Director’s Certificate”)
certifying in his personal capacity and in his capacity as a director of Company that Company has not made any Variable Security
Issuances in an amount less than $500,000.00 without first complying with the Right of First Refusal as of the date the applicable
Director’s Certificate is executed. For purposes hereof, the term “Variable Security Issuance” means
any issuance of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise,
in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common
Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible
preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes
convertible following an event of default, the passage of time, or another trigger event or condition.


 


5. Right
of First Refusal. From and after the Closing Date until the date the Note is paid in full, Company shall not make any Variable
Security Issuance in which Company receives net proceeds of less than $500,000.00 without first offering Investor a right of first
refusal with respect to the same pursuant to this Section 5 (the “Right of First Refusal”). In such event,
Company shall provide written notice to Investor of its proposed issuance and Investor shall have a period of two (2) Trading
Days from its receipt of such notice to inform Company of its election to purchase the Variable Security Issuance. If Investor
fails to so notify Company of its election, Investor will be deemed to have elected to not exercise such right.


 


6. Conditions
to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at
the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


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


 


6.2. Investor
shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


7. Conditions
to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


7.1. Company
shall have executed this Agreement, the Warrant, and the Note and delivered the same to Investor.


 


7.2. Company’s
Director shall have executed the Director’s Certificate and delivered the same to Investor.


 


7.3. Company
shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)
substantially in the form attached hereto as Exhibit D acknowledged and agreed to in writing by Company’s transfer
agent (the “Transfer Agent”).


 






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7.4. Company
shall have delivered to Investor a fully executed Director’s Certificate substantially in the form attached hereto as Exhibit
E evidencing Company’s approval of the Transaction Documents.


 


7.5. Company
shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
F to be delivered to the Transfer Agent.


 


7.6.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


 


7.7. Company
has delivered a listing of additional shares notification to NASDAQ and received all requisite approvals from NASDAQ for the transactions
contemplated by the Transaction Documents.


 


8. Reservation
of Shares. On the date hereof, Company will reserve 884,696 shares of Common Stock from its authorized and unissued Common
Stock to provide for all issuances of Common Stock under the Note and Warrant (the “Share Reserve”). Company
shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively
for the benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery of a conversion notice
under the Note or a notice of exercise under the Warrant.


 


9. OFAC;
Patriot Act.


 


9.1. OFAC
Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any
Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”)
or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked
person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC
or another department of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating
or facilitating this transaction on behalf of, any such person, group, entity or nation.


 


9.2. Foreign
Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


9.3. Patriot
Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including,
without limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit to Company or from
otherwise conducting business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity
as may be requested by Investor at any time to enable Investor to verify Company’s identity or to comply with any applicable
law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company
shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions,
now or hereafter in effect. Upon Investor’s request from time to time, Company shall certify in writing to Investor that
Company’s representations, warranties and obligations under this Section 9.3 remain true and correct and have not been breached.
Company shall immediately notify Investor in writing if any of such representations, warranties or covenants are no longer true
or have been breached or if Company has a reasonable basis to believe that they may no longer be true or have been breached. In
connection with such an event, Company shall comply with all requirements of law and directives of governmental authorities and,
at Investor’s request, provide to Investor copies of all notices, reports and other communications exchanged with, or received
from, governmental authorities relating to such an event. Company shall also reimburse Investor any expense incurred by Investor
in evaluating the effect of such an event on the loan secured hereby, in obtaining any necessary license from governmental authorities
as may be necessary for Investor to enforce its rights under the Transaction Documents, and in complying with all requirements
of law applicable to Investor as the result of the existence of such an event and for any penalties or fines imposed upon Investor
as a result thereof.


 






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10. No
Shorting. During the period beginning on the Closing Date and ending on the date the Note has been repaid in full or sold
by Investor to a third party that is not an affiliate of Investor, Investor will not directly or through an affiliate engage in
any open market Short Sales (as defined below) of the Common Stock; provided; however, that unless and until Company has
affirmatively demonstrated by the use of specific evidence that Investor is engaging in open market Short Sales, Investor shall
be assumed to be in compliance with the provisions of this Section 10 and Company shall remain fully obligated to fulfill all
of its obligations under the Transaction Documents; and provided, further, that (i) Company shall under no circumstances be entitled
to request or demand that Investor either (A) provide trading or other records of Investor or of any party or (B) affirmatively
demonstrate that Investor or any other party has not engaged in any such Short Sales in breach of these provisions as a condition
to Company’s fulfillment of its obligations under any of the Transaction Documents, (ii) Company shall not assert Investor’s
or any other party’s failure to demonstrate such absence of such Short Sales or provide any trading or other records of
Investor or any other party as all or part of a defense to any breach of Company’s obligations under any of the Transaction
Documents, and (iii) Company shall have no setoff right with respect to any such Short Sales.  As used herein, “Short
Sale” has the meaning provided in Rule 3b-3 under the 1934 Act.


 


11. Miscellaneous.
The provisions set forth in this Section 11 shall apply to this Agreement, as well as all other Transaction Documents as if these
terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in
this Section 11 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


11.1. Certain
Capitalized Terms. To the extent any capitalized term used in any Transaction Document is defined in any other Transaction
Document (as noted therein), such capitalized term shall remain applicable in the Transaction Document in which it is so used
even if the other Transaction Document (wherein such term is defined) has been released, satisfied, or is otherwise cancelled
or terminated.


 


11.2. Arbitration
of Claims. The parties shall submit all Claims (as defined in Exhibit G) arising under this Agreement or any other
Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit G attached hereto (the
“Arbitration Provisions”). The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally
binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel
about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the
expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration
Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees
that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.


 






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11.3. Governing
Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly
agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship
of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve
disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction
Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services
agreement or other agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation
any action between or involving Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way
(specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order,
or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby
(i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake
County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring
any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary
restraining order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason) outside
of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or
objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding
in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants
and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 11.12
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity
that is not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction
Documents or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin
or prevent the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor
as a party to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section 11.3
are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set
forth in this Section 11.3 Investor would not have entered into the Transaction Documents.


 


11.4. Specific
Performance. Company acknowledges and agrees that irreparable damage may occur to Investor in the event that Company fails
to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific
terms. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof
or thereof, this being in addition to any other remedy to which the Investor may be entitled under the Transaction Documents,
at law or in equity. For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company or specific
performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any
Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms
of the Transaction Documents.


 






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11.5. Counterparts.
Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed
counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


 


11.6. Document
Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including,
without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The
parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall
be accorded the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu
of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings,
and (iv) further agree that any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other
Transaction Document shall be deemed to be of the same force and effect as the original manually executed document.


 


11.7. Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


11.8. Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 


11.9. Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt,
all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated
by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company
and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction
Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction
Documents, the Transaction Documents shall govern.


 


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


 


11.11. Amendments.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.


 






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11.12. Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by
email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier
of the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each
case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such
party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If
to Company:


 


Sharing
Economy International Inc.


Attn:
Parkson Yip / Joseph Chow


Units
315-6, 3/F, Building 12W


Hong
Kong Science Park


Shatin,
N.T. Hong Kong


Email:
parkson.yip@seii.com / joseph.chow@seii.com


 


If
to Investor:


 


Iliad
Research and Trading, L.P.


Attn:
John Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


Email:jfife@chicagoventure.com


 


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


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


Email:
jhansen@hbaa.law


 


11.13. Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need
to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its
duties hereunder without the prior written consent of Investor.


 


11.14. Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and
hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


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


 






    	 	8	 



     


    

 


11.16. Investor’s
Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power,
and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and
in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with
the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to
accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s
increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other
reasons. Accordingly, any fees, charges, and default interest due under the Note, the Warrant, and the other Transaction Documents
are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s expectations
that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule
144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages
and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or
in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into,
such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in
the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as
of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents
shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that
the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.


 


11.17. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, if at
any time Investor would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause
Investor (together with its affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as defined in
the Note), then Company must not issue to Investor the shares that would cause Investor to exceed the Maximum Percentage. The
shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the
“Ownership Limitation Shares”. Company shall reserve the Ownership Limitation Shares for the exclusive benefit
of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership Limitation Shares that may
be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such notice, Company shall be
unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding reduction in the number
of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock will be determined under
Section 13(d) of the 1934 Act.


 


11.18. Attorneys’
Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms
of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded
to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with
arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees
and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses
for frivolous or bad faith pleading. If (i) the Note or Warrant is placed in the hands of an attorney for collection or enforcement
prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding,
or Investor otherwise takes action to collect amounts due under the Note or to enforce the provisions of the Note or the Warrant,
or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s
creditors’ rights and involving a claim under the Note or the Warrant; then Company shall pay the costs incurred by Investor
for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,
including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 






    	 	9	 



     


    

 


11.19. Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or
consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


11.20. Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON
LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND
VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


11.21. Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


11.22. No
Changes; Signature Pages. Company, as well as the person signing each Transaction Document on behalf of Company, represents
and warrants to Investor that it has not made any changes to this Agreement or any other Transaction Document except those that
have been conspicuously disclosed to Investor in a “redline” or similar draft of the applicable Transaction Document,
which clearly marks all changes Company has made to the applicable Transaction Document. Moreover, the versions of the Transaction
Documents signed by Company are the same versions Investor delivered to Company as being the “final” versions of the
Transaction Documents and Company represents and warrants that it has not made any changes to such “final” versions
of the Transaction Documents and that the versions Company signed are the same versions Investor delivered to it. In the event
Company has made any changes to any Transaction Document that are not conspicuously disclosed to Investor in a “redline”
or similar draft of the applicable Transaction Document and that have not been explicitly accepted and agreed upon by Investor,
Company acknowledges and agrees that any such changes shall not be considered part of the final document set. Finally, and in
furtherance of the foregoing, Company agrees and authorizes Investor to compile the “final” versions of the Transaction
Documents, which shall consist of Company’s executed signature pages for all Transaction Documents being applied to the
last set of the Transaction Documents that Investor delivered to Company, and Company agrees that such versions of the Transaction
Documents that have been collated by Investor shall be deemed to be the final versions of the Transaction Documents for all purposes
absent manifest error.


 


11.23. Voluntary
Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction
Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing,
or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and
without any duress or undue influence by Investor or anyone else.


 


[Remainder
of page intentionally left blank; signature page follows]


 






    	 	10	 



     


    

 





IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above
written.


 


SUBSCRIPTION
AMOUNT:


 





	Principal Amount of Note:	 	$	900,000.00	 
	Purchase Price:	 	$	750,000.00	 



 


	 	INVESTOR:
	 	 
	 	Iliad
Research and Trading, L.P.
	 	 
	 	By:	Iliad
    Management, LLC, its General Partner
	 		 	 
	 	 	By:	Fife
    Trading, Inc., its Manager


 


	 	By:	 
	 	 	John
    M. Fife, President


 


	 	COMPANY:
	 	 	 
	 	Sharing
Economy International Inc.
	 	 	 
	 	By:	 
	 	Printed Name: 	Ping
    Kee Lau
	 	Title:	Director


 


 


 


 


 


[Signature Page to Securities Purchase Agreement]


 






     


     


    

 


ATTACHED
EXHIBITS:


 


	Exhibit A	Note
	Exhibit B 	Warrant
	Exhibit C	Director’s Certificate
	Exhibit D 	Irrevocable Transfer Agent Instructions
	Exhibit E	Secretary’s Certificate
	Exhibit F	Share Issuance Resolution
	Exhibit G	Arbitration Provisions



 






     


     


    

 



CONVERTIBLE PROMISSORY NOTE



 


	Effective Date:      , 2018	 	U.S. $900,000.00


 


FOR VALUE RECEIVED,
Sharing Economy International Inc., a Nevada corporation (“Borrower”),
promises to pay to Iliad Research and Trading, L.P., a Utah limited partnership,
or its successors or assigns (“Lender”), $900,000.00 and any interest, fees, charges, and late fees on the date
that is fifteen (15) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms
set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price
Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective
as of      , 2018 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement
dated April 20, 2018, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase
Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated
herein by this reference.


 


This Note carries an
OID of $150,000.00. In addition, Borrower agrees to pay $15,000.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note, which amount
will be deducted from the amount funded to Borrower at Closing (as defined in the Purchase Agreement), such that the net amount
funded to Borrower at the Closing is equal to $735,000.00. The purchase price for this Note and the Warrant (as defined in the
Purchase Agreement) shall be $750,000.00 (the “Purchase Price”), computed as follows: $900,000.00 original principal
balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.


 


1. Payment;
Prepayment.


 


1.1. Payment.
Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower shall pay to Lender an amount equal
to the Redemption Amount (as defined below) due on such Redemption Date in accordance with Section 8. All payments owing hereunder
shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered
to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs
of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2. Prepayment.
Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or a Redemption
Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event
of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless of whether or not cured),
then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay
the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to Lender in accordance with the notice requirements in Section 21 and shall state:
(i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five
(5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment
Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender
as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make
payment to Lender of an amount in cash equal to 125% multiplied by the then Outstanding Balance of this Note (the “Optional
Prepayment Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment
Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent,
the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. Moreover, in
such event the Optional Prepayment Liquidated Damages Amount will automatically be added to the Outstanding Balance of this Note
on the day Borrower delivers the Optional Prepayment Amount to Lender. In the event Borrower delivers the Optional Prepayment Amount
without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is five (5) Trading
Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be entitled to exercise its conversion
rights set forth herein during such five (5) day period. In addition, if Borrower delivers an Optional Prepayment Notice and fails
to pay the Optional Prepayment Amount due to Lender within five (5) Trading Days following the Optional Prepayment Date, Borrower
shall forever forfeit its right to prepay this Note.


 



     


     


    

 


2. Security.
This Note is not secured.


 


3. Lender
Optional Conversion.


 


3.1. Lender
Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in
full, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice)
or at any time thereafter with respect to any amount that is not prepaid, to convert (each instance of conversion is referred to
herein as a “Lender Conversion”) all or any part of the Outstanding Balance into shares (“Lender Conversion
Shares”) of fully paid and non-assessable common stock, $0.001 par value per share (“Common Stock”),
of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the
“Conversion Amount”) divided by the Lender Conversion Price (as defined below). Conversion notices in the form
attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower
by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery),
and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion
Shares from any Lender Conversion to Lender in accordance with Section 10 below.


 


3.2. Lender
Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or
any portion of the Outstanding Balance into Common Stock is $6.70 per share of Common Stock (the “Lender Conversion Price”).


 


4. Defaults
and Remedies.


 


4.1. Defaults.
The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay
any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Lender
Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined
below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower
or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or
discharged within sixty (60) days; (e) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for
the benefit of creditors; (g) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or
foreign); (h) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) Borrower or any pledgor, trustor,
or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of
Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase
Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation,
warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to
Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete
or misleading in any material respect when made or furnished; (k) Borrower fails to maintain the Share Reserve as required under
the Purchase Agreement; (l) any money judgment, writ of execution or similar process is entered or filed against Borrower or any
subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded
or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be DWAC Eligible;
or (n) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement. Notwithstanding the
foregoing, the occurrence of any event specified in Section 4.1(i) – (n) shall not be considered an Event of Default hereunder
if such event is cured within thirty (30) days of the occurrence of such event.


 



    	 	2	 



     


    

 


4.2. Remedies.
At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this
Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory
Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its
option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via
written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased
as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance
shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the
Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable
at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately
due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence
of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of
acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written
notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to
Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an
interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default Interest”).
For the avoidance of doubt, Lender may continue making Lender Conversions and Redemption Conversions (as defined below) at any
time following an Event of Default until such time as the Outstanding Balance is paid in full. Borrower further acknowledges and
agrees that Lender may continue making Conversions following the entry of any judgment or arbitration award in favor of Lender
until such time that the entire judgment amount or arbitration award is paid in full. Borrower agrees that any judgment or arbitration
award will, by its terms, be made convertible into Common Stock. Any Conversions made following a judgment or arbitration award
shall be made pursuant to the following formula: the amount of the judgment or arbitration award being converted divided by 80%
of the lowest Closing Bid Price in the ten (10) Trading Days immediately preceding the date of Conversion. In such event, Borrower
and Lender agree that it is their expectation that any such judgment amount or arbitration award that is converted will tack back
to the Purchase Price Date for purposes of determining the holding period under Rule 144. Borrower and Lender agree and stipulate
that any judgment or arbitration award entered against Borrower shall be reduced by $1,000.00 and such $1,000.00 shall become the
new Outstanding Balance of this Note and this Note shall expressly survive such judgment or arbitration award. Additionally, following
the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion
Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender
Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the
Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the date
of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note
as required pursuant to the terms hereof.


 



    	 	3	 



     


    

 


4.3. Certain
Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment when due
or fails to deliver any Conversion Shares as and when required under this Note, then the Lender Conversion Price for all Lender
Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price and the Market
Price as of any applicable date of Conversion. For the avoidance of doubt, Lender’s exercise of the rights granted to it
pursuant to this Section 4.3 shall not relieve Borrower of its obligation to continue paying the Redemption Amount on all future
Redemption Dates.


 


5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has
or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.


 


6. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the
waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7. Rights
Upon Issuance of Securities. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Lender Conversion Price and the Issuance Cap (as defined below) in effect immediately
prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or
after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Lender Conversion Price and Issuance Cap in effect immediately prior to such
combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after
the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during
the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price shall be
adjusted appropriately to reflect such event.


 


8. Borrower
Redemptions.


 


8.1. Redemption
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion (as defined
below) (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the
Market Price; provided, however, in no event shall the Redemption Conversion Price be less than $2.00 per share (“Conversion
Price Floor”).


 



    	 	4	 



     


    

 


8.2. Redemption
Conversions. Beginning on the date that is six (6) months after the Purchase Price Date (the “Redemption Start Date”),
Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note
(such amount, the “Redemption Amount”) by providing Borrower with a notice substantially in the form attached
hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption
Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption
Notices in any given calendar month. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption
Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion
Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”)
per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being
converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered
to Lender on the fifth Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are
delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to
elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the
entire amount of such Redemption Amount in cash within thirty (30) days, if (a) on the applicable Redemption Date there is an Equity
Conditions Failure, and such failure is not waived in writing by Lender; or (b) the Redemption Conversion Price is below the Conversion
Price Floor and Borrower does not agree to waive the Conversion Price Floor. Notwithstanding that failure to repay this Note in
full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this
Section 8 until the Outstanding Balance is repaid in full. Lender agrees to redeem at least the Minimum Redemption Amount
in each thirty-day period following the Redemption Start Date. Lender also agrees not to redeem more than the Minimum Redemption
Amount in any thirty-day period following the Redemption Start Date in which the Redemption Conversion Price is less than the Conversion
Floor Price. In the event Borrower cannot deliver Conversion Shares pursuant to a Redemption Notice as a result of Lender’s
ownership of Common Stock being equal to the Maximum Percentage (as defined below) and such shares of Common Stock are freely tradeable
in Lender’s account, then the Maturity Date will be extended by one (1) Trading Day for each day that Borrower cannot deliver
Conversion Shares as result of Lender’s ownership of the Maximum Percentage of shares (or a longer duration as shall be agreed
between the Lender and the Borrower to enable the Borrower to deliver the Conversion Shares).


 


8.3. Allocation
of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed allocation
in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within forty-eight
(48) hours of its receipt of such Redemption Notice (excluding Saturdays, Sundays and any day on which banks in Hong Kong do not
generally open for business), so long as the sum of the cash payments and the amount of Redemption Conversions equal the applicable
Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth
in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable Redemption
Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are subject to
correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted
under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation of such
notices, or failure to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice may be
deemed a waiver of Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include an
Adjustment arises from Lender’s own calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption
Conversion to Lender in accordance with Section 10 below on or before each applicable Delivery Date. If Borrower elects to pay
a Redemption Amount in cash, such payment must be delivered no later than the fifth (5th) Trading Day immediately following the
Redemption Date. If Borrower elects to make a payment in cash and fails to make such payment by the required due date on two (2)
separate occasions, Borrower shall lose the right to make payments of Redemption Amounts in cash in the future without Lender’s
written consent.


 



    	 	5	 



     


    

 


9. Issuance
Cap. In no event will the number of shares of Common Stock issued hereunder together with all shares of Common Stock issued
under the Warrant be more than the lesser of 884,696 shares (except as may adjusted pursuant to Section 7) or 19.99% of the Company’s
total issued and outstanding shares of Common Stock on the date hereof (so as to comply with the requirements of Nasdaq Listing
Rule 5635(d)) (the “Issuance Cap”). In the event the Issuance Cap is reached, any remaining Outstanding Balance
must be paid in cash.


 


10. Method
of Conversion Share Delivery. On or before the close of business on the fifth (5th) Trading Day following each Redemption
Date or the fifth (5th) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable (the
“Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent
to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender
Conversion Notice or Redemption Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated
in the Lender Conversion Notice or Redemption Notice, as applicable), via reputable overnight courier, a certificate representing
the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in
the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares
by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable
Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover,
and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer
agent refuses to deliver any Conversion Shares to Lender on grounds that such issuance is in violation of Rule 144 under the Securities
Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable
Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section
10. In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel or its transfer agent’s
counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.


 


11. Conversion
Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Section 10, Lender, at any
time prior to selling all of those Conversion Shares may rescind in whole or in part that particular Conversion attributable to
the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the
Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in
the event that Lender Conversion Shares are not delivered by the sixth (6th) Trading Day (inclusive of the day of the
Lender Conversion), a late fee equal to 2% of the applicable Lender Conversion Share Value rounded to the nearest multiple of $100.00
(but in any event the cumulative amount of such late fees for each Lender Conversion shall not exceed 200% of the applicable Lender
Conversion Share Value) will be assessed for each day after the fifth (5th) Trading Day (inclusive of the day of the
Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such
fees, the “Conversion Delay Late Fees”). Notwithstanding anything herein to the contrary, in the event of the
accrual of Conversion Delay Late Fees, Lender shall have the right to choose between adding such Conversion Delay Late Fees to
the Outstanding Balance or adding Default Interest to the Outstanding Balance but not both. For the avoidance of doubt, if Lender
elects to add the Conversion Delay Late Fees to the Outstanding Balance, Lender shall still be entitled to interest at the original
rate.


 






    	 	6	 



     


    

 


12. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time
Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender
(together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding
on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”),
then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section,
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable
to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify
Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed
the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated
shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. By written notice to Borrower,
Lender may increase or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after
delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all
affiliates and assigns of Lender.


 


13. Payment
of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration
or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action
to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by
Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and disbursements. Borrower
also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or
issuance of shares pursuant to this Note.


 


14. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to
have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel. Costs for any such opinion shall be borne by Lender.


 


15. Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference.


 


16. Arbitration
of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in the
Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


17. Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be
deemed canceled, and shall not be reissued.


 



    	 	7	 



     


    

 


18. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


19. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued
upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower, provided
that prior written notice shall be given by Lender to Borrower.


 


20. Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the documents
and instruments entered into in connection herewith.


 


21. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with the subsection of the Purchase Agreement titled “Notices.”


 


22. Liquidated
Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note,
Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly,
Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not
penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s
expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144).


 


23. Waiver
of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED
BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,
LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.


 


24. Voluntary
Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand the terms, consequences
and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the advice of an attorney of
Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and without any duress or undue
influence by Lender or anyone else.


 


25. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


[Remainder of page intentionally left
blank; signature page follows]


 




    	 	8	 



     


    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 	 
	 	Sharing Economy International Inc.
	 	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


Iliad
Research and Trading, L.P.


 


	By:	Iliad Management, LLC, its General Partner


 


	 	By:	Fife Trading, Inc., its Manager


 


	 	By:	 	 
	 	 	John M. Fife, President	 


  


[Signature Page to
Convertible Promissory Note]




 




     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1.“Bloomberg”
means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


 


A2.“Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the
last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last
closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market
where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock
as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot
be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade
Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender and
Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other
similar transaction during such period.


 


A3.“Conversion”
means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A4.“Conversion
Factor” means 80%, subject to the following adjustment. If at any time after the Effective Date the 10-day VWAP is $1.00
or less, then the Conversion Factor shall be reduced by 5%.


 


A5.“Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by (a) 15%
for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding the resulting product
to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming
the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the Default Effect
may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor
Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b) hereof.
Notwithstanding the foregoing, the Default Effect shall not exceed 25% in the aggregate.


 


A6.“DTC”
means the Depository Trust Company or any successor thereto.


 


A7.“DTC
Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate
form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Lender’s
brokerage firm for the benefit of Lender.


 


A8.“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A9.“DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A10.“DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved
(without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the
DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously delivered
all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting or limiting
delivery of the Conversion Shares via DWAC.


 






    
Attachment 1 to Convertible Promissory Note, Page 1


     


    

 


A11.“Equity
Conditions Failure” means that any of the following conditions has not been satisfied during any applicable Redemption
Date: (a) with respect to the applicable date of determination, issued at any time following six (6) months after the Purchase
Price Date, all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any
applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) any
shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating
Section 12 hereof (Lender acknowledges that Borrower shall be entitled to assume that this condition has been met for all purposes
hereunder absent written notice from Lender); (c) no Event of Default shall have occurred under this Note; and (d) the Common
Stock shall be DWAC Eligible as of each applicable Redemption Date or other date of determination.


 


A12.“Free
Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common Stock have been cleared
and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing
such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have
been deposited into such clearing firm’s account for the benefit of Lender.


 


A13.“Lender
Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender
Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender Conversion.


 


A14.“Major
Default” means any Event of Default occurring under Sections 4.1(a), 4.1(b), 4.1(c), or 4.1(n) of this Note.


 


A15.“Mandatory
Default Amount” means the greater of (a) the Outstanding Balance divided by the Redemption Conversion Price on the date
the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is demanded, or (b)
the Outstanding Balance following the application of the Default Effect.


 


A16. “Market
Price” means the Conversion Factor multiplied by the lowest Closing Trade Price during the twenty (20) Trading Days
immediately preceding the applicable Conversion.


 


A17.“Minor
Default” means any Event of Default that is not a Major Default.


 


A18.“Minimum
Redemption Amount” means $200,000.00 for first thirty-day period following the Redemption Start Date and $150,000.00
for each thirty-day period thereafter.


 


A19.“OID”
means an original issue discount.


 


A20.“Optional
Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the product of (i) the number
of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the Lender Conversion Price
as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the Closing Trade Price
of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and (b) the applicable
Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional Prepayment Amount
were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid to Lender was equal to $0.75
per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date was equal to $1.00, then the
Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67 (calculated as (i) (1)
$50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


 


A21.“Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations.


 


A22.“Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant
to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, accrued but unpaid interest, collection and enforcements
costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions,
and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.


 


A23.“Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A24.“Trading
Day” means any day on which the New York Stock Exchange is open for trading, provided that for any cash payment to be
made pursuant to this Note, Trading Day shall exclude any day on which banks in Hong Kong do not generally open for business.


 


A25.“VWAP”
means the volume weighted average price of the Common stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 




    
Attachment 1 to Convertible Promissory Note, Page 2


     


    

 


EXHIBIT A


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Sharing Economy International Inc.	Date: __________________




Attn: Ping Kee Lau, CEO


18170 Hillcrest, Suite 100


Dallas, Texas 75252


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby gives
notice to Sharing Economy International Inc., a Nevada corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on           , 2018 (the “Note”), that Lender elects to
convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as
of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the
event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized
terms used in this notice without definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion: ____________



		B.	Lender Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Lender Conversion Price: _______________



		E.	Lender Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 


	Broker:______________________	 	Address:	__________________________________
	DTC#:_______________________	 	 	__________________________________
	Account #:___________________	 	 	__________________________________
	Account Name:________________	 	 	 


 


To the extent the
Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


[Signature page follows]


 



    
Exhibit A to Convertible Promissory Note, Page 1 


     


    

 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General
Partner


 


	 	By:	Fife Trading, Inc., its Manager




 


	 	By:	 	 
	 	 	John M. Fife, President	 




 




    
Exhibit A to Convertible Promissory Note, Page 2 


     


    

 


EXHIBIT B


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Sharing Economy International Inc.	Date: __________________


Attn: Ping Kee Lau, CEO


18170 Hillcrest, Suite 100


Dallas, Texas 75252


 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives
notice to Sharing Economy International Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on          , 2018 (the “Note”), that Lender elects to
redeem a portion of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between
this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion,
Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition
shall have the meanings given to them in the Note.


 


REDEMPTION INFORMATION 


 


		A.	Redemption Date: ____________, 201_



		B.	Redemption Amount: ____________



		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Redemption Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
(ii) Market Price as of Redemption Date)



		F.	Redemption Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


2. EQUITY
CONDITIONS CERTIFICATION (Section to be completed by Borrower)


 


(Check One)


 


		A.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable
Redemption Date.



 


		B.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:



 


 





 



 





 



 





 



 





 



 



    
Exhibit B to Convertible Promissory Note, Page 1 


     


    

 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:


 


	Broker:______________________	 	Address:	__________________________________
	DTC#:_______________________	 	 	__________________________________
	Account #:___________________	 	 	__________________________________
	Account Name:________________	 	 	 



 


To the extent the
Redemption Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


	By:	Iliad Management, LLC, its General Partner
	 	 
	 	By:Fife Trading, Inc., its Manager


 


	 	By:	 	 
	 		John M. Fife, President	 


 


 



    	Exhibit B to Convertible Promissory Note, Page 2



     


    

 



THIS
WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES
LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SHARING ECONOMY INTERNATIONAL INC. OR ITS TRANSFER AGENT THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


Sharing
Economy International Inc.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1.
Issuance. For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without
limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged
by Sharing Economy International Inc., a Nevada corporation (“Company”);
Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or
registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue
Date (as defined below) until the date which is the last calendar day of the month in which the second anniversary of the Issue
Date occurs (the “Expiration Date”), 134,328 fully paid and non-assessable shares (the “Warrant Shares”)
of Company’s common stock, par value $0.001 per share (the “Common Stock”), as such number may be adjusted
from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).


 


This
Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated April 20, 2018, to which Company
and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain
capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover,
to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall
remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise cancelled.
This Warrant was issued to Investor on           , 2018 (the “Issue Date”).


 


2.
Exercise of Warrant.


 


2.1.
General.


 


(a)
This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the
Expiration Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile
transmission) a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A
(the “Notice of Exercise”). The date a Notice of Exercise is either faxed, emailed or delivered to Company
shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding
balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the
Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor in accordance with the terms
hereof. The Notice of Exercise shall be executed by Investor and shall indicate (i) the number of Warrant Shares to be issued
pursuant to such exercise, and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.


 






    	 	1	 



     


    

 


2.2.
Exercise Price.


 


(a)
Notwithstanding any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to
the Expiration Date, Investor may elect a “cashless” exercise of this Warrant for any Warrant Shares, in which event
the Company shall issue to Investor a number of Warrant Shares computed using the following formula:


 


	 	X
    = Y (A-B)	 
	 	            A	 


 


	 	Where	X
    =	the
    number of Warrant Shares to be issued to Investor.
	 	 	 	 
	 	 	Y
    =	the
    number of Warrant Shares that the Investor elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A
    =	the
    average of the five (5) Closing Trade Prices for the five (5) days immediately prior to the date of exercise.  
	 	 	 	 
	 	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 


(b)
Upon Company’s receipt of Notice of Exercise, Company shall promptly, but in no case later than the date that is five (5)
Trading Days following the Exercise Date (the “Delivery Date”), deliver or cause Company’s Transfer Agent
to deliver the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the Notice
of Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC system, then Company shall instead,
on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated
in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee,
representing the applicable number of Warrant Shares. For the avoidance of doubt, Company has not met its obligation to deliver
Warrant Shares within the required timeframe set forth above unless Investor or its broker, as applicable, has actually received
the Warrant Shares (whether electronically or in certificated form) no later than the close of business on the latest possible
delivery date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other
Transaction Document, in the event Company or its Transfer Agent refuses to deliver any Warrant Shares to Investor on grounds
that such issuance is in violation of Rule 144 under the 1933 Act (as defined below) (“Rule 144”), Company
shall deliver or cause its Transfer Agent to deliver the applicable Warrant Shares to Investor with a restricted securities legend,
but otherwise in accordance with the provisions of this Section 2.2(c). In conjunction therewith, Company will also deliver to
Investor a written opinion from its counsel or its Transfer Agent’s counsel opining as to why the issuance of the applicable
Warrant Shares violates Rule 144.


 


(c)
If Warrant Shares are delivered later than as required under subsection (b) immediately above, Company agrees to pay, in addition
to all other remedies available to Investor in the Transaction Documents, a late charge equal to 2% of the product of (1) the
number of shares of Common Stock not issued to Investor on a timely basis and to which Investor is entitled multiplied by (2) the
Closing Trade Price of the Common Stock on the Trading Day immediately preceding the last possible date which Company could have
issued such shares of Common Stock to Investor without violating this Warrant, rounded to the nearest multiple of $100.00 (such
resulting amount, the “Warrant Share Value”) (but in any event the cumulative amount of such late fees for
each exercise shall not exceed 50% of the Warrant Share Value), per Trading Day until such Warrant Shares are delivered (the “Late
Fees”). Company acknowledges and agrees that the failure to timely deliver Warrant Shares hereunder is a material breach
of this Warrant and that the Late Fees are properly charged as liquidated damages to compensate Investor for such breach. Company
shall pay any Late Fees incurred under this subsection in immediately available funds upon demand; provided, however, that,
so long as the Note is outstanding, at the option of Investor, such amount owed may be added to the principal amount of the Note.


 






    	 	2	 



     


    

 


(d)
Investor shall be deemed to be the holder of the Warrant Shares (not including any Ownership Limitation Shares (as defined below))
issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.


 


2.3.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents,
if at any time Investor shall or would be issued shares of Common Stock, but such issuance would cause Investor (together with
its affiliates) to own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the
“Maximum Percentage”), Company must not issue to Investor shares of Common Stock which would exceed the Maximum
Percentage. The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. In such event, Company shall reserve the Ownership Limitation
Shares for the exclusive benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership
Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such
notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding
reduction in the number of the Ownership Limitation Shares. By written notice to Company, Investor may increase or waive the Maximum
Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day
notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.


 


2.4.
Issuance Cap. In no event will the number of Warrant Shares issued hereunder together with any shares of Common Stock issued
under the Note be more than the lesser of 884,696 (except as may adjusted pursuant to Section 5.2 below) or 19.99% of the Company’s
issued and outstanding Common Stock on the Issue Date (so as to comply with the requirements of Nasdaq Listing Rule 5635(d)) (the
“Issuance Cap”). In the event the Issuance Cap is reached, Company must make a cash payment to Investor within
five (5) Trading Days of the applicable Exercise Date equal to the value of the Warrant Shares that were not issued as a result
of the Issuance Cap based on the Closing Trade Price of the Common Stock as of the Exercise Date.


 


3.
Mutilation or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification,
and (in the case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor
a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4.
Rights of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in
Company, either at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those
expressed in this Warrant and are not enforceable against Company except to the extent set forth herein.


 






    	 	3	 



     


    

 


5.
Other Adjustments.


 


5.1.
Capital Adjustments. If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by
split-up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend,
the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately
in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for
the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this
Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 


5.2.
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change
in the capital stock of Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1
above), then Company shall make appropriate provision so that Investor shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of
shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change
by a holder of the same number of shares of Common Stock as were purchasable by Investor immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of Investor
so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder,
provided the aggregate purchase price shall remain the same.


 


6.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the number or kind of shares issuable
on the exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by
Company for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to
be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted
as provided in this Warrant. Nothing in this Section 6 shall be deemed to limit any other provision contained herein.


 


7.
Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities
Act of 1933, as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred,
pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an
opinion of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act; provided, however,
that the foregoing restrictions on transfer shall not apply to the transfer of the Warrant to an affiliate of Investor. Until
such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain
a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this
Section 7; provided, however, that Company acknowledges and agrees that any such legend shall be removed from all certificates
for DTC Eligible Common Stock delivered hereunder as such Common Stock is cleared and converted into electronic shares by the
DTC, and nothing contained herein shall be interpreted to the contrary. Upon receipt of a duly executed assignment of this Warrant,
Company shall register the transferee thereon as the new holder on the books and records of Company and such transferee shall
be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all
the rights of Investor under this Warrant. Until this Warrant is transferred on the books of Company, Company may treat Investor
as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 






    	 	4	 



     


    

 


8.
Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by reference.


 


9.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing
signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings
with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.


 


10.
Purchase Agreement; Arbitration of Disputes. This Warrant is subject to the terms, conditions and general provisions of
the Purchase Agreement, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth
as an exhibit to the Purchase Agreement.


 


11.
Governing Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of
Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set
forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


12.
Waiver of Jury Trial. COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.
THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE
OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


13.
Remedies. The remedies at law of Investor under this Warrant in the event of any default or threatened default by Company
in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting
any other remedies available to Investor in the Transaction Documents, at law or equity, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise without the obligation to post a bond.


 


14.
Liquidated Damages. Company and Investor agree that in the event Company fails to comply with any of the terms or provisions
of this Warrant, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Investor and Company agree that any fees or other charges assessed under this Warrant are not penalties
but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor’s and Company’s
expectations that any such liquidated damages will tack back to the Issue Date for purposes of determining the holding period
under Rule 144.


 






    	 	5	 



     


    

 


15.
Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures delivered
via facsimile or email shall be considered original signatures for all purposes hereof.


 


16.
Attorneys’ Fees. In the event of any arbitration, litigation or dispute arising from this Warrant, the parties agree
that the party who is awarded the most money (which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) shall be deemed the prevailing party for all purposes and shall
therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by said prevailing
party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving
rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to
award fees and expenses for frivolous or bad faith pleading.


 


17.
Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such
provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant
in any other jurisdiction.


 


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


 


19.
Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof.


 


[Remainder
of page intentionally left blank; signature page follows]








 






    	 	6	 



     


    

 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.


 


	 	COMPANY:
	 	 	 
	 	Sharing
    Economy International Inc.
	 	 	 
	 	By:	                   
	 	Printed Name:	 
	 	Title:	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Warrant]








 






      

     


    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Warrant, the following terms shall have the following meanings:


 


A1.“Approved
Stock Plan” means any stock option plan which has been approved by the board of directors of Company and is in effect
as of the Issue Date, pursuant to which Company’s securities may be issued to any employee, officer or director for services
provided to Company.


 


A2.“Bloomberg”
means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by Investor and reasonably satisfactory to Company).


 


A3.“Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the
last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last
closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market
where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock
as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot
be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade
Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Investor
and Company. If Investor and Company are unable to agree upon the fair market value of the Common Stock, then such dispute shall
be resolved in accordance with the procedures in the Purchase Agreement governing Calculations. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A4.
“DTC” means the Depository Trust Company or any successor thereto.


 


A5.“DTC
Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate
form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Investor’s
brokerage firm for the benefit of Investor.


 


A6.“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A7.“DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A8.“DWAC
Eligible” means that (a) Company’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system, (b) Company has been approved (without revocation)
by the DTC’s underwriting department, (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program,
(d) the Warrant Shares are otherwise eligible for delivery via DWAC; (e) Company has previously delivered all Warrant Shares to
Investor via DWAC; and (f) Company’s transfer agent does not have a policy prohibiting or limiting delivery of the Warrant
Shares via DWAC.


 


A9.“Exercise
Price” means $7.18 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and
conditions of this Warrant.


 


A10.“Note”
means that certain Convertible Promissory Note issued by Company to Investor pursuant to the Purchase Agreement, as the same may
be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory
note.


 






    	 	 [Attachment 1 to Warrant, Page 1]	 



     


    

 


A11.“Trading
Day” means any day the New York Stock Exchange is open for trading provided that for any cash payment to be made pursuant
to this Note, Trading Day shall exclude any day on which banks in Hong Kong do not generally open for business.


 


A12.“Transaction
Documents” means the Purchase Agreement, the Note, this Warrant, and all other documents, certificates, instruments
and agreements entered into or delivered in conjunction therewith, as the same may be amended from time to time.


 


A13.“VWAP”
means the volume-weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 






    	 	 [Attachment 1 to Warrant, Page 2]	 



     


    

 





EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


	TO:	Sharing
    Economy International Inc.
	 	ATTN:
    _______________
	 	VIA
    FAX TO: (    )______________ EMAIL: ______________




 


The
undersigned hereby irrevocably elects to exercise the right, represented by Warrant to Purchase Shares of Common Stock dated as
of              , 2018 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common Stock”),
of Sharing Economy International Inc., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


	_______	CASHLESS
    EXERCISE:
	 	 
	 	Net
    number of Warrant Shares to be issued to Investor: ______*


 





	 	*X
    = Y (A-B)	 
	 	              A	 


 


	 	Where	X
    =	the
    number of Warrant Shares to be issued to Investor.
	 	 	 	 
	 	 	Y
    =	the
    number of Warrant Shares that the Investor elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A
    =	the
    Closing Price (on the date two Trading Days prior to the Exercise Date).
	 	 	 	 
	 	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 


Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s
right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless,
to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted
under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever,
that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated
above.


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, Investor will surrender (or cause
to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after
the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.


 


To
the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing
the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:


 


	 		 
	 		 
	 		 


 


	Dated:	                                 	 
	 	 	 
	 		 
	[Name of Investor]	 
	 	 	 






	By:	                                  	 


  



    	 	   Exhibit A to Warrant, Page 1	 



     


    

 


SHARING
ECONOMY INTERNATIONAL INC.


DIRECTOR’S
CERTIFICATE


 


The
undersigned, Ping Kee Lau, Director of Sharing Economy International Inc., a Nevada corporation (“Company”),
in connection with the issuance of that certain Convertible Promissory Note issued by Company on          , 2018 (the “Note”)
in the original principal amount of $900,000.00 in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Investor”),
pursuant to that certain Securities Purchase Agreement dated April 20, 2018 between Investor and Company (the “Purchase
Agreement”), personally and in his capacity as an director of Company, hereby represents, warrants and certifies that:


 


1.
He is the duly appointed Director of Company.


 


2.
Since the Closing Date (as defined below), Company has made no Variable Security Issuances where Company received
net proceeds of less than $500,000.00 without first complying with the Right of First Refusal.


 


3.
He agrees to cause Company to comply with the covenants found in Sections 4(v) and (vi) of the Purchase Agreement.


 


4.
He acknowledges that his execution and issuance of this Director’s Certificate to Investor is a material inducement to
Investor’s agreement to purchase the Note on the terms set forth in the Purchase Agreement and that but for his
execution and issuance of this Director’s Certificate, Investor would not have purchased the Note from
Company.


 


IN
WITNESS WHEREOF, the undersigned, personally and in his capacity as a director of Company, has executed this Officer’s Certificate
as of           , 2018.


 


	 	
	 	Ping
    Kee Lau


 






     

     


    

 



IRREVOCABLE
LETTER OF INSTRUCTIONS TO TRANSFER AGENT


 


Date:
           , 2018


 


To
the transfer agent of Sharing Economy International Inc.


 


	 	Re:	Instructions to Reserve and Issue Shares




 


Ladies
and Gentlemen:


 


Reference
is made to that certain Convertible Promissory Note dated as of April 19, 2018 (as the same may be amended or exchanged from time
to time, the “Note”), made by Sharing Economy International Inc., a Nevada corporation (“Company”),
pursuant to which Company agreed to pay to Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or
assigns (“Investor”), the aggregate sum of $900,000.00, plus interest, fees, and collection costs. The Note
was issued pursuant to that certain Securities Purchase Agreement dated April 19, 2018, by and between Company and Investor (the
“Purchase Agreement”, and together with the Note, the Warrant (as defined below), and all other documents entered
into in conjunction therewith, including any amendments thereto, the “Transaction Documents”). Pursuant to
the terms of the Note, the Outstanding Balance (as defined in the Note) of the Note may be converted into shares of the common
stock, par value $0.001 per share, of Company (the “Common Stock”, and the shares of Common Stock issuable
upon any conversion or otherwise under the Note, the “Conversion Shares”).


 


Reference
is also made to that certain Warrant to Purchase Shares of Common Stock dated April 19, 2018 (as the same may be amended or exchanged
from time to time, the “Warrant”), issued by Company in connection with the Purchase Agreement, pursuant to
which Investor may purchase shares of Common Stock. All shares of Common Stock that may be purchased under the Warrant or that
Company is otherwise required to issue to Investor or its broker upon any exercise of the Warrant are hereinafter referred to
as the “Warrant Shares”. The Conversion Shares, together with the Warrant Shares, are hereinafter referred
to as the “Shares”.


 


Pursuant
to the terms of the Purchase Agreement, Company has agreed to establish a reserve of shares of authorized but unissued Common
Stock for Investor’s sole and exclusive benefit in an amount not less than 884,696 shares (the “Share Reserve”).
For the avoidance of doubt, this Share Reserve shall be in addition to any previous share reserves put in place for the benefit
of Investor.


 


This
irrevocable letter of instructions (this “Letter”) shall serve as the authorization and direction of Company
to Empire Stock Transfer Inc., as Company’s transfer agent (hereinafter, “you” or “your”),
to reserve shares of Common Stock and to issue shares of Common Stock to Investor or its broker (FBO Investor), upon conversion
of the Note or exercise of the Warrant, as follows:


 


1. From
and after the date hereof and until all of Company’s obligations under the Purchase Agreement and the Note are paid and
performed in full and the Warrant is exercised in full (or otherwise expired), (a) you shall establish a reserve of shares of
authorized but unissued Common Stock in an amount not less than the Share Reserve, (b) you shall maintain and hold the Share Reserve
for the exclusive benefit of Investor, (c) you shall issue the shares of Common Stock held in the Share Reserve to Investor or
its broker only (subject to the immediately following clause (d)), (d) when you issue shares of Common Stock to Investor or its
broker under the Note or Warrant pursuant to the other instructions in this Letter, you shall issue any shares of Common Stock
deliverable to Investor under the Note or the Warrant from the Share Reserve, and (e) you shall not otherwise reduce the Share
Reserve under any circumstances, unless Investor delivers to you written pre-approval of such reduction.


 






    	 	1	 



     


    

 


2. You
shall issue the Conversion Shares to Investor or its broker in accordance with Paragraph 4 upon a conversion of all or any portion
of the Note, upon delivery to you of a duly executed Lender Conversion Notice substantially in the form attached hereto as Exhibit
A (a “Conversion Notice”), a duly executed Redemption Notice substantially in the form attached hereto
as Exhibit B (an “Redemption Notice”, and together with a Lender Conversion Notice, a “Conversion
Notice”). By your signature below, you acknowledge and agree that a conversion of the Note may include any conversion
by Investor of any judgment amount or arbitration award granted in favor of Investor, as set forth in the Note, and that you will
issue Shares to Investor in accordance with Paragraph 4 below upon Investor’s delivery to you of a duly executed Conversion
Notice wherein Investor seeks to convert any portion of any judgment amount or arbitration award granted in favor of Investor.
You further acknowledge that Company and Investor have agreed that it is their expectation that any such judgment amount or arbitration
award that is converted will tack back to the Purchase Price Date (as defined in the Note) for purposes of determining the holding
period under Rule 144 (as defined below) and that Company agreed that it will not take a contrary position in any filing, document,
letter, agreement or setting.


 


3. You
shall issue the Warrant Shares to Investor or its broker in accordance with Paragraph 4 upon exercise of all or any portion of
the Warrant, upon delivery to you of a duly executed Notice of Exercise substantially in the form attached hereto as Exhibit
C (the “Notice of Exercise”).


 


4. In
connection with a Conversion Notice or Notice of Exercise delivered to you pursuant to Paragraph 2 and/or Paragraph 3 above, you
will receive a legal opinion as to the free transferability of the Shares, dated within ninety (90) days from the date of the
Conversion Notice, from either Investor’s or Company’s legal counsel, indicating that the Shares to be issued are
registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”),
or pursuant to Rule 144 promulgated under the 1933 Act (“Rule 144”), or any other available exemption under
the 1933 Act, the issuance of the applicable Shares to Investor is exempt from registration under the 1933 Act, and thus the Shares
may be issued or delivered without restrictive legend (the “Opinion Letter”). Upon your receipt of a Conversion
Notice or Notice of Exercise and an Opinion Letter, you shall, within five (5) Trading Days (as defined below) thereafter, (i)
if you are eligible to participate in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer
program, and the Common Stock is eligible to be transferred electronically with DTC through the Deposit/Withdrawal at Custodian
system (“DWAC Eligible”), credit such aggregate number of DWAC Eligible shares of Common Stock to Investor’s
balance account with DTC, provided Investor identifies its bank or broker (by providing its name and DTC participant number) and
causes its bank or broker to initiate such DWAC Eligible transaction, or (ii) if the Common Stock is not then DWAC Eligible, issue
and deliver to Investor or its broker (as specified in the applicable Conversion Notice or Notice of Exercise), via reputable
overnight courier, to the address specified in the Conversion Notice or the Notice of Exercise, as the case may be, a certificate,
registered in the name of Investor, representing such aggregate number of shares of Common Stock as have been requested by Investor
to be transferred in the Conversion Notice or the Notice of Exercise, as applicable. Such Shares (A) shall not bear any legend
restricting transfer, (B) shall not be subject to any stop-transfer restrictions, and (C) shall otherwise be freely transferable
on the books and records of Company. For purposes hereof, “Trading Day” shall mean any day on which the New
York Stock Exchange is open for trading.


 


If
you receive a Conversion Notice or Notice of Exercise, but you do not also receive an Opinion Letter, and you are required to
issue the Shares in certificated form, then any certificates for the applicable Shares shall bear a restrictive legend substantially
as follows:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 






    	 	2	 



     


    

 


5. Please
note that a share issuance resolution is not required for each conversion and issuance of Conversion Shares or each exercise of
the Warrant and issuance of Warrant Shares since this Letter and the Transaction Documents have been approved by resolution of
Company’s board of directors (the “Share Issuance Resolution”). Pursuant to the Share Issuance Resolution,
all of the Conversion Shares and Warrant Shares are authorized to be issued to Investor. For the avoidance of doubt, this Letter
is your authorization and instruction by Company to issue the Conversion Shares and Warrant Shares pursuant to this Letter without
any further authorization or direction from Company. You shall rely exclusively on the instructions in this Letter and shall have
no liability for relying on any Conversion Notice provided by Investor. Any Conversion Notice delivered hereunder shall constitute
an irrevocable instruction to you to process such notice or notices in accordance with the terms thereof, without any further
direction or inquiry. Such notice or notices may be transmitted to you by fax, email, or any commercially reasonable method.


 


6. Notwithstanding
any other provision hereof, Company and Investor understand that you shall not be required to perform any issuance or transfer
of Shares if (a) such an issuance or transfer of Shares is in violation of any state or federal securities laws or regulations;
provided, however, that if you refuse to issue Shares to Investor based on an assertion (whether by you, Company, or any
other third party) that such issuance would be in violation of Rule 144, you are hereby instructed and agree to issue the applicable
Shares to Investor with a restricted legend, or (b) the issuance or transfer of Shares is prohibited or stopped as required or
directed by a court order from the court or arbitrator authorized by the Purchase Agreement to resolve disputes between Company
and Investor. Additionally, Company and Investor understand that you shall not be required to perform any issuance or transfer
of Shares if Company is in default of its payment obligations under its agreement with you; provided, however, that in
such case Investor shall have the right to pay the applicable issuance or transfer fee (a sum not to exceed $385.00 (physical
certificate) or $460.00 (DWAC / Electronic issuance, if eligible) on behalf of Company and upon payment of the issuance or transfer
fee by Investor, you shall be obligated to make the requested issuance or transfer.


 


7. You
understand that a delay in the delivery of Shares hereunder could result in economic loss to Investor and that time is of the
essence in your processing of each Conversion Notice and Notice of Exercise.


 


8. You
are hereby authorized and directed to promptly disclose to Investor, after Investor’s request from time to time, the total
number of shares of Common Stock issued and outstanding and the total number of shares that are authorized but unissued and unreserved.


 


9. Company
hereby confirms to you and to Investor that no instruction other than as contemplated herein (including instructions to increase
the Share Reserve as necessary pursuant to Paragraph 1(f) above) will be given to you by Company with respect to the matters referenced
herein. Company hereby authorizes you, and you shall be obligated, to disregard any contrary instruction received by or on behalf
of Company or any other person purporting to represent Company.


 


10. Company
hereby agrees not to change you as its transfer agent without first (a) providing Investor with at least 30-days’ written
notice of such proposed change, and (b) obtaining Investor’s written consent to such proposed change. In the event that
you resign or terminate your services as the Company’s transfer agent, Company will inform Investor of your resignation
or termination (as the case may be) and will obtain Investor’s written consent as stipulated in this Clause 10(b). Any such
consent is conditioned upon the new transfer agent executing an irrevocable letter of instructions substantially similar to this
Letter so that such transfer agent is bound by the same terms set forth herein.


 






    	 	3	 



     


    

 


11. Company
acknowledges that Investor is relying on the representations and covenants made by Company in this Letter and that the representations
and covenants contained in this Letter constitute a material inducement to Investor to make the loan evidenced by the Note. Company
further acknowledges that without such representations and covenants of Company, Investor would not have made the loan to Company
evidenced by the Note.


 


12. Company
shall indemnify you and your officers, directors, members, managers, principals, partners, agents and representatives, and hold
each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and
disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions
set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of
defending yourself or themselves against any claim or liability hereunder, except that Company shall not be liable hereunder as
to matters in respect of which it is determined that you have acted with gross negligence or in bad faith.


 


13. This
Letter shall be fully binding and enforceable against Company even if it is not signed by you. If Company takes (or fails to take)
any action contrary to this Letter, then such action or inaction will constitute a default under the Transaction Documents. Although
no additional direction is required by Company, any refusal by Company to immediately confirm this Letter and the instructions
contemplated herein to you will constitute a default hereunder and under the Transaction Documents.


 


14. Whenever
possible, each provision of this Letter shall be interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Letter shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to
achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Letter or the validity or enforceability of this Letter in any other jurisdiction.


 


15. By
signing below, (a) each individual executing this Letter on behalf of an entity represents and warrants that he or she has authority
to so execute this Letter on behalf of such entity and thereby bind such entity to the terms and conditions hereof, and (b) each
party to this Letter represents and warrants that such party has received good and valuable consideration in exchange for executing
this Letter.


 


16. This
Letter is governed by Nevada law.


 


17. Company
hereby authorizes and directs you to provide to Investor a copy of any process, stop order, notice or other instructions delivered
to you in furtherance of any attempt to prohibit or prevent you from issuing Shares to Investor. By your signature below, you
covenant and agree to promptly and as soon as reasonably practicable provide to Investor, upon a request from Investor, a copy
of any such process, stop order, notice or other instructions.


 


[Remainder
of page intentionally left blank; signature page follows]


 






    	 	4	 



     


    

 





	 	Very truly yours,
	 	 	 
	 	Sharing Economy International Inc.
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


	ACKNOWLEDGED AND AGREED:	 
	 	 	 	 	 
	INVESTOR:	 
	 	 	 	 	 
	Iliad Research and Trading, L.P.	 
	 	 	 	 	 
	By:	Iliad Management, LLC, its General Partner	 
	 	 	 	 	 
	 	By:	Fife Trading, Inc., its Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	John
    M. Fife, President	 


 


	TRANSFER AGENT:	 
	 	 	 
	Empire Stock Transfer Inc.	 
	 	 	 
	By:	          	 
	Name:	 	 
	Title:	 	 


 


	Attachments:	 
	 	 
	Exhibit
    A	Form
    of Lender Conversion Notice
	Exhibit
    B	Form
    of Redemption Notice
	Exhibit
    C	Form
    of Notice of Exercise


 


 


 


 


 


[Signature
Page to Irrevocable Letter of Instructions to Transfer Agent]


 






     

     


    

 



 SHARING ECONOMY INTERNATIONAL INC.


DIRECTOR’S CERTIFICATE


 


I, ____________________,
hereby certify that I am the duly elected, qualified and acting Director of Sharing Economy International Inc., a Nevada corporation
(“Company”), and I am authorized to execute this Director’s Certificate (this “Certificate”)
on behalf of Company. This Certificate is delivered in connection with that certain Securities Purchase Agreement dated April 20,
2018 (the “Purchase Agreement”), by and between Company and Iliad Research and Trading, L.P., a Utah limited
partnership.


 


Solely in my capacity
as Director, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions adopted
by the Board of Directors of Company (the “Resolutions”) approving and authorizing the execution, delivery and
performance of the Purchase Agreement and related documents to which Company is a party on the date hereof, and the transactions
contemplated thereby. Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as
of the date hereof.


 


IN WITNESS WHEREOF,
I have made this Director’s Certificate effective as of                , 2018.


  


	 	Sharing Economy International Inc.
	 	 	 
	 	 
	 	Printed Name:	 
	 	Title: Director


 




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Schedule 1


 


BOARD RESOLUTIONS


 


[attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	2 |
                                         P a g e	 



     


    

 


SHARING ECONOMY INTERNATIONAL INC.


RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS


 





 



 


Effective April 19, 2018


 





 



 


APPROVAL OF FINANCING


 


WHEREAS, the Board
of Directors (the “Board”) of Sharing Economy International Inc., a Nevada corporation (“Company”),
has determined that it is in the best interests of Company to seek financing in the amount of $750,000.00 through the issuance
and sale to Iliad Research and Trading, L.P., a Utah limited partnership (“Investor”), of a Convertible Promissory
Note and a Warrant to Purchase Shares of Common Stock (the “Financing”);


 


WHEREAS, the terms
of the Financing are reflected in a Securities Purchase Agreement substantially in the form attached hereto as Exhibit A
(the “Purchase Agreement”), a Convertible Promissory Note issued by Company to Investor in the original principal
amount of $900,000.00 substantially in the form attached hereto as Exhibit B (the “Note”), a Warrant
to Purchase Shares of Common Stock substantially in the form attached hereto as Exhibit C (the “Warrant”),
an Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit D, a Share
Issuance Resolution substantially in the form attached hereto as Exhibit E (“Share Issuance Resolution”),
and all other agreements, certificates, instruments and documents being or to be executed and delivered under or in connection
with the Financing (collectively, the “Financing Documents”); and


 


WHEREAS, the Board,
having received and reviewed the Financing Documents, believes that it is in the best interests of Company and the stockholders
to approve the Financing and the Financing Documents and authorize the officers of Company to execute such documents.


 


NOW, THEREFORE, BE
IT:


 


RESOLVED, that the
Financing is hereby approved and determined to be in the best interests of Company and its stockholders;


 


RESOLVED FURTHER, that
the form, terms and provisions of the Financing Documents (including all exhibits, schedules and other attachments thereto) are
hereby ratified, confirmed and approved;


 


RESOLVED FURTHER, that
the Note and the Warrant shall be duly and validly issued upon the issuance and delivery thereof in accordance with the Purchase
Agreement;


 


RESOLVED FURTHER, that
the Conversion Shares (as defined in the Note) and the Warrant Shares (as defined in the Warrant) shall be duly authorized, validly
issued, fully paid for and non-assessable upon the issuance and delivery thereof in accordance with the Purchase Agreement, the
Note and the Warrant;


 


RESOLVED FURTHER, that
Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance under the Note
and the Warrant such number of shares of Company’s common stock required under the Purchase Agreement (the “Share
Reserve”);


 



    
Page 1 of Board Resolutions


     


    

 


RESOLVED FURTHER, that
the fixed number of shares of common stock set forth in the Share Issuance Resolution to be reserved by the transfer agent is not
meant to limit or restrict in any way the resolutions contained herein, including without limitation the calculation of the Share
Reserve under the Purchase Agreement, as required from time to time;


 


RESOLVED FURTHER, that
in the event of any conflict between these resolutions and the Share Issuance Resolution, these resolutions shall control;


 


RESOLVED FURTHER, that
with respect to each Conversion (as defined in the Note) under the Note, the reduction in the Outstanding Balance (as defined in
the Note and as the same may increase or decrease pursuant to the terms of the Note) in an amount equal to the applicable Conversion
Amount (as defined in the Note) or Redemption Amount (as defined in the Note) being converted into Conversion Shares shall constitute
fair and adequate consideration to Company for the issuance of the applicable Conversion Shares, regardless of the conversion price
used to determine the number of Conversion Shares deliverable with respect to any Conversion;


 


RESOLVED FURTHER, that
with respect to each exercise under the Warrant, the Purchase Price (as defined in the Purchase Agreement), the Exercise Price
(as defined in the Warrant), and Investor’s willingness to finance Company only on the terms set forth in the Financing Documents
shall constitute fair and adequate consideration to Company for the issuance of the applicable Warrant Shares, regardless of the
Exercise Price used to determine the number of Warrant Shares deliverable with respect to any exercise of the Warrant;


 


RESOLVED FURTHER, that
each of the directors and the officers of Company be, and each of them hereby is, authorized to execute and deliver in the name
of and on behalf of Company, each of the Financing Documents and any other related agreements (with such additions to, modifications
to, or deletions from such documents as the director or officer approves, such approval to be conclusively evidenced by such execution
and delivery), to conform Company’s minute books and other records to the matters set forth in these resolutions, and to
take all other actions on behalf of Company as any of them deem necessary, required, or advisable with respect to the matters set
forth in these resolutions;


 


RESOLVED FURTHER, that
the Board hereby determines that all acts and deeds previously performed by the Board and other officers of Company relating to
the foregoing matters prior to the date of these resolutions are ratified, confirmed and approved in all respects as the authorized
acts and deeds of Company; and


 


RESOLVED FURTHER, that
all prior actions or resolutions of Company’s directors that are inconsistent with the foregoing are hereby amended, corrected
and restated to the extent required to be consistent herewith.


 


******************


 


EXHIBITS ATTACHED TO BOARD RESOLUTIONS:


 


	Exhibit A	PURCHASE AGREEMENT
	Exhibit B	NOTE
	Exhibit C	WARRANT
	Exhibit D	TRANSFER AGENT LETTER
	Exhibit E	SHARE ISSUANCE RESOLUTION


 


[Remainder of page intentionally left
blank]




 



    	Page 2 of Board Resolutions



     


    

 


Share
Issuance Resolution


Authorizing
The Issuance Of New Shares Of Common Stock In


 


Sharing
Economy International Inc.


 





 








 


Effective
                  , 2018


 





 



 


The
undersigned, as a director of Sharing Economy International Inc., a Nevada corporation (“Company”), hereby
certifies that this Share Issuance Resolution is authorized by and consistent with the resolutions of Company’s board of
directors (“Board Resolutions”) regarding (i) that certain Convertible Promissory Note in the face amount of
$900,000.00 (the “Note”), to be made by Company in favor of Iliad Research and Trading, L.P., a Utah limited
partnership, its successors and/or assigns (“Investor”), and (ii) that certain Warrant to Purchase Shares of
Common Stock issued by Company to Investor (the “Warrant”), all pursuant to that certain Securities Purchase
Agreement dated April 20, 2018, by and between Company and Investor (the “Purchase Agreement”).


 


RESOLVED,
that Empire Stock Transfer Inc., as transfer agent (including any successor transfer agent, the “Transfer Agent”)
of shares of Company’s common stock, $0.001 par value per share (“Common Stock”), is authorized to rely
upon:


 


		(i)	a
                                         Lender Conversion Notice substantially in the form of Exhibit A attached hereto,
                                         whether an original or a copy (the “Lender Conversion Notice”),
	 	 	 



		(ii)	a
                                         Redemption Notice substantially in the form of Exhibit B attached hereto, whether
                                         an original or a copy (the “Redemption Notice”), and
	 	 	 



		(iii)	a
                                         Notice of Exercise of Warrant substantially in the form of Exhibit C attached
                                         hereto, whether an original or a copy (the “Notice of Exercise”),



 


in
each case without any further inquiry, to be delivered to the Transfer Agent from time to time either by Company or Investor.


 


RESOLVED
FURTHER, that the Transfer Agent is authorized to issue the number of:


 


		(i)	“Lender
                                         Conversion Shares” (representing shares of Common Stock) set forth in each Lender
                                         Conversion Notice delivered to the Transfer Agent,
	 	 	 



		(ii)	“Redemption
                                         Conversion Shares” (representing shares of Common Stock) set forth in each Redemption
                                         Notice delivered to the Transfer Agent,
	 	 	 



		(iii)	“Warrant
                                         Shares” (representing shares of Common Stock) set forth in each Notice of Exercise
                                         delivered to the Transfer Agent, and
	 	 	 



		(iv)	all
                                         additional shares of Common Stock Company may subsequently instruct the Transfer Agent
                                         to issue in connection with any of the foregoing or otherwise under the Note or the Warrant,
                                         as the case may be,



 


with
such shares to be issued in the name of Investor, or its successors, transferees, or designees, free of any restricted security
legend, as permitted by the Note or the Warrant, as the case may be.


 






     


     


    

 


RESOLVED
FURTHER, that consistent with the terms of the Purchase Agreement, the Transfer Agent is authorized and directed to immediately
create a share reserve equal to 884,696 shares of Company’s Common Stock for the benefit of Investor (the “Share
Reserve”).


 


RESOLVED
FURTHER, that Investor and the Transfer Agent may rely upon the more general approvals and authorizations set forth in the Board
Resolutions, and the Transfer Agent is hereby authorized and directed to take those further actions approved under the Board Resolutions.


 


RESOLVED
FURTHER, that Investor must consent in writing to any reduction of the Share Reserve held by the transfer agent; provided,
however, that upon (i) full conversion and/or full repayment of the Note and (ii) the complete exercise (or expiration) of
the Warrant, the Share Reserve will terminate thirty (30) days thereafter.


 


RESOLVED
FURTHER, that Company shall indemnify the Transfer Agent and its employees against any and all loss, liability, damage, claim
or expenses incurred by or asserted against the Transfer Agent arising from any action taken by the Transfer Agent in reliance
upon this Share Issuance Resolution.


 


Nothing
in this Share Issuance Resolution shall limit or restrict those resolutions and authorizations set forth in the Board Resolutions,
including without limitation increasing the Share Reserve from time to time required by the Purchase Agreement.


 


The
undersigned director of Company hereby certifies that this is a true copy of Company’s Share Issuance Resolution, effective
as of the date set forth below, and that said resolution has not been in any way rescinded, annulled, or revoked, but the same
is still in full force and effect.


 


	 	 	 	 
	 	Director’s
Signature	 	Date
	 	 	 	 
	 	Ping
Kee Lau 	 	 
	 	Printed Name and Title	 	 



 


EXHIBITS
ATTACHED TO SHARE ISSUANCE RESOLUTION:


 


	Exhibit A	Lender
                                         Conversion Notice
	Exhibit B	Redemption
                                         Notice
	Exhibit C	Notice
                                         of Exercise





 






     

     


    

 





Exhibit
G


 


ARBITRATION
PROVISIONS


 


1. Dispute
Resolution. For purposes of this Exhibit G, the term “Claims” means any disputes, claims, demands,
causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies
whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications
between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation,
failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission,
and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration
Provisions (defined below)) or any of the other Transaction Documents. The parties to the Agreement (the “parties”)
hereby agree that the arbitration provisions set forth in this Exhibit G (“Arbitration Provisions”)
are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or declare the
Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable for any reason is subject
to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration of the Agreement.
Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.


 


2. Arbitration.
Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted
exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration
appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the
arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding
upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented
or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect
to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred
in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against
the party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for
in the Note, “Default Interest”) (with respect to monetary awards) at the rate specified in the Note for Default
Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any
state or federal court sitting in Salt Lake County, Utah.


 


3. The
Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration
Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).
Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the
event of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the
terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all
requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.


 


4. Arbitration
Proceedings. Arbitration between the parties will be subject to the following:


 


4.1 Initiation
of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by
giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted
under Section 11.12 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax.
Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under
Section 11.12 of the Agreement (the “Service Date”). After the Service Date, information may be delivered,
and notices may be given, by email or fax pursuant to Section 11.12 of the Agreement or any other method permitted thereunder.
The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration
proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.


 






    Arbitration Provisions, Page 1


     


    

 


4.2 Selection
and Payment of Arbitrator.


 


(a)
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the
avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five
(5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written
notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions.
If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator
from the Proposed Arbitrators by providing written notice of such selection to Company.


 


(b)
If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant
to subparagraph (a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the
names of three (3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written
notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators
to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties
under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3)
Proposed Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed
Arbitrators by providing written notice of such selection to Investor.


 


(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party
that selected such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar
days of the date the chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If
all three (3) Proposed Arbitrators decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process
shall begin again in accordance with this Paragraph 4.2.


 


(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered
to both parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”.
If an arbitrator resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with
this Paragraph 4.2 to continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there
is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below,
if one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject
to the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration
Award.


 


4.3 Applicability
of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules
of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation,
to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah
Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,
it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.
In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions,
these Arbitration Provisions shall control.


 


4.4 Answer
and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the
required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a
default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice.
If an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with
the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.


 






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4.5 Related
Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent
legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”),
subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth
in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b)
so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice,
the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable)
hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings,
then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered
in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that requires a decision
of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal
Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.


 


4.6 Discovery.
Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


 


(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense
thereof, and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense
already pleaded in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the
standards and limitations set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings
shall also be limited as follows:


 


(i) To
facts directly connected with the transactions contemplated by the Agreement.


 


(ii) To
facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome
or less expensive than in the manner requested.


 


(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15)
requests for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts),
or (iv) more than three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs
associated with depositions will be borne by the party taking the deposition. The party defending the deposition will submit a
notice to the party taking the deposition of the estimated attorneys’ fees that such party expects to incur in connection
with defending the deposition. If the party defending the deposition fails to submit an estimate of attorneys’ fees within
five (5) calendar days of its receipt of a deposition notice, then such party shall be deemed to have waived its right to the
estimated attorneys’ fees. The party taking the deposition must pay the party defending the deposition the estimated attorneys’
fees prior to taking the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence.
If the party taking the deposition believes that the estimated attorneys’ fees are unreasonable, such party may submit the
issue to the arbitrator for a decision. All depositions will be taken in Utah.


 


(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to
the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests
a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the
Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed
discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding
to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate
of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above,
the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated
with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay the attorneys’
fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond to the
discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect
to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to
discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’
fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery
requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect
to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories,
requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’
fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed
waived as set forth above.


 






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(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set
forth in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards.
If a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil
Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request
in whole or in part.


 


(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days
of the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the
following: (i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the
expert’s name and qualifications, including a list of all the expert’s publications within the preceding ten (10)
years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared a report within
the preceding ten (10) years; and (iii) the compensation to be paid for the expert’s report and testimony. The parties are
entitled to depose any other party’s expert witness one (1) time for no more than four (4) hours. An expert may not testify
in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.


 


4.6 Dispositive
Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil
Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to,
deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the
Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to
the arbitrator and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”).
Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum
in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply
Memorandum”). If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the
other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver
the same, and the Dispositive Motion shall proceed regardless.


 


4.7 Confidentiality.
All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation
information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature.
Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving
party or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such
receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order
from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s
agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such information to
any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue
a protective order to prevent the disclosure of privileged information and confidential information upon the written request of
either party.


 


4.8 Authorization;
Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and
direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for
the Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby
agree that an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement
Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the
Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony,
and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 120-day
period.


 






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4.9 Relief.
The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which
the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.


 


4.10 Fees
and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to
any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and
fees of the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and
fees, deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing
party in connection with the Arbitration.


 


5. Arbitration
Appeal.


 


5.1 Initiation
of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period
of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”)
to a panel of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee
is referred to herein as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance
with the provisions of Paragraph 4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery
of the Appeal Notice to the Appellee, the Appellant must also pay for (and provide proof of such payment to the Appellee together
with delivery of the Appeal Notice) a bond in the amount of 110% of the sum the Appellant owes to the Appellee as a result of
the Arbitration Award the Appellant is appealing. In the event an Appellant delivers an Appeal Notice to the Appellee (together
with proof of payment of the applicable bond) in compliance with the provisions of this Paragraph 5.1, the Appeal will occur as
a matter of right and, except as specifically set forth herein, will not be further conditioned. In the event a party does not
deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline prescribed
in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an Appeal Notice
(along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph 5.1, the
Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’
agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.


 


5.2 Selection
and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment
of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person
arbitration panel (the “Appeal Panel”).


 


(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five
(5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For
the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and
shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original Arbitrator”).
Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators,
the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members
of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day
period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice
of such selection to the Appellant.


 


(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days
after the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating
the Proposed Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified
arbitrators by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee
may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee,
select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee
fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members
of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of
five (5) arbitrators by providing written notice of such selection to the Appellee.


 






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(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed
Appeal Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days
of the date a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator.
If at least three (3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the
Proposed Appeal Arbitrator selection process shall begin again in accordance with this Paragraph 5.2; provided, however,
that any Proposed Appeal Arbitrators who have already agreed to serve shall remain on the Appeal Panel.


 


(d)The
date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)
delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the
“Appeal Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee
shall designate in writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members
of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed
an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the
Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority vote of its members, as
announced or communicated by the lead arbitrator on the Appeal Panel. If an arbitrator on
the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in accordance
with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases to exist or
to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of
the American Arbitration Association.


 


(d)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


 


5.3 Appeal
Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing
and all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers
appropriate for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and
may review all previous evidence and discovery, together with all briefs, pleadings and other documents filed with the Original
Arbitrator (as well as any documents filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing,
in connection with the Appeal, the Appeal Panel shall not permit the parties to conduct any additional discovery or raise any
new Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall not base any of its findings or determinations
on the Original Arbitrator’s findings or the Arbitration Award.


 


5.4 Timing.



 


(a) Within
seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other
documents filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary),
and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s
arguments concerning or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the
Arbitration. Within seven (7) calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the
Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within
seven (7) calendar days of the Appellee’s delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver
to the Appeal Panel and to the Appellee a Reply Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially
comply with the requirements of clause (i) of this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration
Award, and the Arbitration Award shall be final. If the Appellee shall fail to deliver the Memorandum in Opposition as required
above, or if the Appellant shall fail to deliver the Reply Memorandum as required above, then the Appellee or the Appellant, as
the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed regardless.


 






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(b)
 Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be
heard by the Appeal Panel within thirty (30) calendar days of the Appeal Commencement Date, and that the Appeal Panel must render
its decision within thirty (30) calendar days after the Appeal is heard (and in no event later than sixty (60) calendar days after
the Appeal Commencement Date).


 


5.5 Appeal
Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator
shall remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the
sole and exclusive remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded
in the Arbitration, and (d) be promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident
to enforcing the Appeal Panel Award shall, to the maximum extent permitted by law, be charged against the party resisting such
enforcement. The Appeal Panel Award shall include Default Interest (with respect to monetary awards) at the rate specified in
the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered
and enforced by a state or federal court sitting in Salt Lake County, Utah.


 


5.6 Relief.
The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems
proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.


 


5.7 Fees
and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to
any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and
fees of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount
of money by the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties,
fees, or other charges awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees,
deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party
in connection with the Arbitration (including without limitation in connection with the Appeal).


 


6.
 Miscellaneous.


 


6.1 Severability.
If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall
be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the
Arbitration Provisions shall remain unaffected and in full force and effect.


 


6.2 Governing
Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws
principles therein.


 


6.3 Interpretation.
The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation
of, these Arbitration Provisions.


 


6.4 Waiver.
No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by
the party granting the waiver.


 


6.5 Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.


 


 


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