Exhibit 10.1


 


CONVERTIBLE PROMISSORY NOTE


	
        Effective Date: May 2, 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 May 2, 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 20 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 9 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 provided, however, in no event shall the Lender Conversion Price be less than
the Conversion Price Floor (as defined below). 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.


 



    	 	4	 



     


    

 


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”).


 


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 9 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. 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
9. 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.


 


10. Conversion
Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Section 9, 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	 



     


    

 


11. 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.


 


12. 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.


 


13. 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.


 


14. 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.


 


15. 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.


 


16. 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.


 


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


 



    	 	7	 



     


    

 


18. 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.


 


19. 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.


 


20. 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.”


 


21. 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).


 


22. 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.


 


23. 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.


 


24. 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 11 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(a), 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 May 2, 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 May 2, 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 A to
Convertible Promissory Note, Page 2