Exhibit 2.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE
AGREEMENT (the “Agreement”) dated as of December 27, 2019, is entered into by and among Sharing Economy International
Inc., a Nevada corporation (“Sharing Economy”), and Peak Equity Investment Limited, a British Virgin Islands corporation
(“Peak Equity”), and the shareholders of Peak Equity listed on Annex A to this Agreement (each, a “Shareholder”
and, collectively, the “Shareholders”).
RECITALS
A. The Shareholders
own the number of shares of capital stock of Peak Equity (the “Shares”) set forth opposite each Shareholder’s
name on Annex A, which Shares collectively constitute all of the issued and outstanding shares of capital stock in Peak
Equity
B. Sharing Economy
desires to purchase from the Shareholders, and the Shareholders desire to sell to Sharing Economy, the Shares in exchange for shares
of Sharing Economy Common Stock, all on the terms and subject to the conditions set forth in this Agreement (the “Exchange”).
D. As a result of the
Exchange, Sharing Economy will become the sole shareholder of Peak Equity
E. Certain capitalized
terms used in this Agreement are defined on Exhibit A hereto.
AGREEMENT
In consideration of
the agreements, provisions and covenants set forth below, Sharing Economy, Peak Equity and the Shareholders, hereby agree as follows:
ARTICLE I.
EXCHANGE OF SHARES
1.1 Agreement to
Sell.
Upon the terms and
subject to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver
to Sharing Economy, and Sharing Economy hereby agrees to purchase and accept from each of the Shareholders, on the Closing Date,
the Shares.
1.2 Purchase Price.
As full consideration
for the sale, assignment, transfer and delivery of the Shares by the Shareholders to Sharing Economy, and upon the terms and subject
to all of the conditions contained herein, Sharing Economy shall issue to the Shareholders an aggregate of 7,200,000,000 shares
of Sharing Economy common stock (the “Acquisition Shares”) on a pro rata basis based upon their respective beneficial
ownership interest in Peak Equity, as certified by the President of Peak Equity, at the Closing.
1.3 Mechanics of
Exchange.
(a) At the Closing,
each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented
the Peak Equity Shares of Common Stock (the “Certificates”) to the exchange agent designated by Sharing Economy in
exchange for the Acquisition Shares.
(b) Promptly after
the Closing, Sharing Economy or its designated exchange agent shall make available to each Shareholder a letter of transmittal
and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a
Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to
receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the
Certificate so surrendered pursuant to the provisions of this Article I.
1.4 No Fractional
Shares.
No fraction of a share
of Sharing Economy Common Stock shall be issued in the Exchange. In lieu of fractional shares, the Shareholders upon surrender
of their Certificates as set forth in Section 1.3 shall be issued that number of shares of common stock resulting by rounding up
to the nearest whole number of shares of Acquisition Shares that each such Shareholder shall receive as a result of the Exchange.
1.5 Closing.
The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place at 9:00 a.m., Hong Kong Time, at the principal administrative offices
of Sharing Economy, or at a location mutually agreement upon by Sharing Economy and Peak Equity, on or before January 31, 2020
(the “Closing Date”); provided, however, that if all of the other conditions set forth in articles VI and VII hereof
are not satisfied or waived, unless this agreement has been terminated under Section 9 hereof, or at such date, the Closing Date
shall be the business day following the day on which all such conditions have been satisfied or waived, or at such other date,
time and place as Sharing Economy, Peak Equity and the Shareholders shall agree.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF PEAK
EQUITY
Except as set forth
in the Disclosure Schedule, consisting of information about Peak Equity provided by Peak Equity to Sharing Economy in connection
with this Agreement (the “Peak Equity Disclosure Schedule”), each of Peak Equity and the Shareholders represents and
warrants jointly and severally to Sharing Economy as follows:
2.1 Organization
and Qualification.
Peak Equity is duly
incorporated, validly and in good standing existing under the laws of British Virgin Islands, has all requisite authority and power
(corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted
and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it,
to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such
governmental licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect
on the business, assets or financial condition of Peak Equity, or (ii) impair the ability of Peak Equity to perform its material
obligations under this Agreement. Peak Equity is duly qualified, licensed or domesticated as a foreign corporation in good standing
in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing
or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.
Set forth as part of the Peak Equity Disclosure Schedule is a list of those jurisdictions in which each of Peak Equity presently
conducts its business, owns, holds and operates its properties and assets.
2.2 Subsidiaries.
Except for Universal
Sharing Limited, ECrent Worldwide Company Limited, and ECrent Capital Holdings Limited, Peak Equity does not own directly or indirectly,
any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise. Peak Equity
does not have any direct or indirect interests of stock ownership or otherwise in any corporation, partnership, joint venture,
firm, association or business enterprise, and is not party to any agreement to acquire such an interest.
2.3 Articles of
Incorporation and Bylaws.
The copies of the charter
document and corporate governance document of Peak Equity (collectively, the “Organizational Documents”) that have
been delivered to Sharing Economy prior to the execution of this Agreement are true and complete and have not been amended or repealed.
Peak Equity is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations
or breaches which, in the aggregate, will not have a Material Adverse Effect on Peak Equity
2.4 Authorization
and Validity of this Agreement.
This Agreement and
each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto
(other than Sharing Economy), enforceable against each such person or entity in accordance with its terms, except as such enforcement
is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors
rights generally. Each Peak Equity shareholder has all requisite legal capacity to execute and deliver this Agreement and the Transaction
Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and
delivery by each of Peak Equity and each of the Shareholders of this Agreement and the Transaction Agreements (to the extent either
is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”)
have been authorized by all necessary corporate or other action on the part of Peak Equity and each of the Shareholders. This Agreement
and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than Sharing Economy).
2.5 No Violation.
Neither the execution
nor delivery of this Agreement or the Transaction Agreements, nor the consummation or performance of any of the Transactions by
Peak Equity or the Shareholders will directly or indirectly:
(i) violate or conflict
with any provision of the Organizational Documents of Peak Equity; (B) result in (with or without notice or lapse of time) a violation
or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation
of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement
to which Peak Equity or any of its assets are bound or result in the creation of any Liens upon Peak Equity or any of its assets;
(C) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body; (“Governmental Body”);
(D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to the Shareholders
or Peak Equity or any of the assets of Peak Equity; or (E) result in cancellation, modification, revocation or suspension of any
permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Body
which are held by or granted to the Shareholders or Peak Equity or which are necessary for the conduct of Peak Equity’s business;
or
(ii) to the knowledge
of Peak Equity or any of the Shareholders, cause Peak Equity to become subject to, or to become liable for the payment of, any
Tax (as hereinafter defined) or cause any of the assets owned by Peak Equity to be reassessed or revalued by any taxing authority
or other Governmental Body.
None of Peak Equity
or the Shareholders is or will be required to give any notice to or obtain any approval, consent, ratification, waiver or other
authorization (a “Consent”) from any person or entity (including, without limitation, any Governmental Body) in connection
with (i) the execution and delivery of this Agreement or any of the Transaction Agreements, or (ii) the consummation or performance
of any of the Transactions.
2.6 Capitalization
and Related Matters.
(a) Capitalization.
Peak Equity has issued and outstanding two million nine hundred thousand (2,900,000) shares of common stock. Except as set forth
in the preceding sentence, no other class of capital stock or other security of Peak Equity is authorized, issued, reserved for
issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of
Peak Equity Shares of Common Stock set forth opposite each Seller’s name on Annex A attached hereto. The Shareholders
have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of
all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record
and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or Peak Equity, no other class
of capital stock or other security of Peak Equity, as applicable, is authorized, issued, reserved for issuance or outstanding.
At the Closing, Sharing Economy will be vested with good and marketable title to the Shares, free and clear of all Liens (including,
without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported
Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is
fully paid and nonassessable. None of the outstanding capital or other securities of Peak Equity was issued, redeemed or repurchased
in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue
sky” laws.
(b) No Redemption
Requirements. There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements
of any character by which Peak Equity or any of the Shareholders is obligated to issue, deliver or sell, or cause to be issued,
delivered or sold, any shares of capital stock or other securities of Peak Equity There are no outstanding contractual obligations
(contingent or otherwise) of Peak Equity to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock
of, or other ownership interests in, Peak Equity or to provide funds to or make any investment (in the form of a loan, capital
contribution or otherwise) in any other entity.
2.7 Compliance with
Laws and Other Instruments.
Except as would not
have a Material Adverse Effect, the business and operations of Peak Equity has been and are being conducted in accordance with
all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees,
writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits,
bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to
be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets
of Peak Equity Except as would not have a Material Adverse Effect, Peak Equity is not, and has not received notice alleging that
it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision
of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement
or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Peak Equity is
a party or by which any of Peak Equity’s properties, assets or rights are bound or affected. To the knowledge of Peak Equity,
no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Peak Equity
is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Peak Equity
is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Peak Equity, any event
or circumstance relating to Peak Equity that materially and adversely affects in any way its business, properties, assets or prospects
or that prohibits Peak Equity from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome
its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the
Transactions contemplated hereby or thereby.
2.8 Certain Proceedings.
There are no outstanding
or pending preceding that has been commenced against or involving Peak Equity or any of its assets and, to the knowledge of Peak
Equity and the Shareholders, no matters of the foregoing nature are contemplated or threatened. None of Peak Equity or the Shareholders
have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation
of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is
not in default with respect to any order, writ, injunction or decree of any Governmental Body.
2.9 No Brokers or
Finders.
None of Peak Equity,
the Shareholders, or any officer, director, independent contractor, consultant, agent or employee of Peak Equity has agreed to
pay, or has taken any action that will result in any person or entity becoming obligated to pay or entitled to receive, any investment
banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Transactions. Peak Equity
and the Shareholders shall jointly and severally indemnify and hold Sharing Economy harmless against any liability or expense arising
out of, or in connection with, any such claim.
2.10 Title to and
Condition of Properties.
Peak Equity has good,
valid and marketable title to all of its properties and assets (whether real, personal or mixed, and whether tangible or intangible)
reflected as owned in its books and records, free and clear of all Liens. Peak Equity owns or holds under valid leases or other
rights to use all real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently
conducted, except where the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material
Adverse Effect on Peak Equity No Person other than Peak Equity owns or has any right to the use or possession of the assets used
in Peak Equity’s business. The material buildings, plants, machinery and equipment necessary for the conduct of the business
of Peak Equity as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the
uses to which they are being put or would be put in the Ordinary Course of Business, in each case, taken as a whole, and none of
such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and
repairs that are not material in nature or cost.
2.11 Absence of
Undisclosed Liabilities.
Peak Equity has no
debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted,
whether due or to become due, whether or not known to Peak Equity) arising out of any transaction entered into prior to the Closing
Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse
Effect on Peak Equity and have no debt, obligation or liability to each other or any of the Shareholders or their affiliates, except
to the extent specifically set forth on or reserved against on the Balance Sheet of Peak Equity
The financial statements
are consistent with the books and records of Peak Equity and fairly present in all material respects the financial condition, assets
and liabilities of Peak Equity, as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance
with GAAP (except as otherwise indicated therein or in the notes thereto).
2.12 Changes.
Peak Equity has not,
since the date of its incorporation:
(a) Ordinary Course
of Business. Conducted its business or entered into any transaction other than in the Ordinary Course of Business, except for
this Agreement.
(b) Adverse Changes.
Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business,
operations, results of operations or prospects which would have a Material Adverse Effect;
(c) Loans. Made
any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors
in the Ordinary Course of Business;
(d) Compensation
and Bonuses. Made any payments of any bonuses or compensation other than regular salary payments, or increase in the salaries,
or payment on any of its debts in the Ordinary Course of Business, to any of its shareholders, directors, officers, employees,
independent contractors or consultants or entry into by it of any employment, severance, or similar contract with any director,
officer, or employee, independent contractor or consultant; Adopted, or increased in the payments to or benefits under, any profit
sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any
of its employees;
(e) Liens. Created
or permitted to exist any Lien on any of its properties or assets other than Permitted Liens;
(f) Capital Stock.
Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued
any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term
of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether
by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or
otherwise; changed its authorized or issued capital stock; granted any stock option or right to purchase shares of its capital
stock; issued any security convertible into any of its capital stock; granted any registration rights with respect to shares of
its capital stock; purchased, redeemed, retired, or otherwise acquired any shares of its capital stock; declared or paid any dividend
or other distribution or payment in respect of shares of capital stock of any other entity;
(g) Dividends.
Declared, set aside, made or paid any dividend or other distribution to any of its shareholders;
(h) Material Contracts.
Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such
agreements, a description of which is included in the Peak Equity’s Disclosure Schedule;
(i) Claims.
Released, waived or cancelled any claims or rights relating to or affecting Peak Equity in excess of $1,000 in the aggregate or
instituted or settled any Proceeding involving in excess of $10,000 in the aggregate;
(j) Discharged Liabilities.
Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of $1,000 in the aggregate, except
for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;
(k) Indebtedness.
Created, incurred, assumed or otherwise become liable for any Indebtedness or commit to any endeavor involving a commitment in
excess of $1,000 in the aggregate, other than contractual obligations incurred in the Ordinary Course of Business;
(l) Guarantees.
Guaranteed or endorsed in a material amount any obligation or net worth of any Person;
(m) Acquisitions.
Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;
(n) Accounting.
Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements,
other than as required by GAAP;
(o) Agreements.
Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.
2.13 Material Contracts.
Peak Equity has delivered
to Sharing Economy, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.
(a) No Defaults.
The Material Contracts of Peak Equity are valid and binding agreements of Peak Equity, as applicable, and are in full force and
effect and are enforceable in accordance with their terms. Except as would not have a Material Adverse Effect, Peak Equity is not
in breach or default of any of its Material Contracts to which it is a party and, to the knowledge of Peak Equity, no other party
to any of its Material Contracts is in breach or default thereof. Except as would not have a Material Adverse Effect, no event
has occurred or circumstance has existed that (with or without notice or lapse of time) would (a) contravene, conflict with or
result in a violation or breach of, or become a default or event of default under, any provision of any of its Material Contracts
or (b) permit Peak Equity or any other Person the right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate or modify any of its Material Contracts. Peak Equity has not received any notice
and has no knowledge of any pending or threatened cancellation, revocation or termination of any of its Material Contracts to which
it is a party, and there are no renegotiations of, or attempts to renegotiate.
2.14 Tax Returns
and Audits.
(a) Tax Returns.
(a) All material Tax Returns required to be filed by or on behalf of Peak Equity have been timely filed and all such Tax Returns
were (at the time they were filed) and are true, correct and complete in all material respects; (b) all Taxes of Peak Equity required
to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently
being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on Peak Equity’s
balance sheet; (c) no waivers of statutes of limitation have been given or requested with respect to Peak Equity in connection
with any Tax Returns covering Peak Equity or with respect to any Taxes payable by it; (d) no Governmental Body in a jurisdiction
where Peak Equity does not file Tax Returns has made a claim, assertion or threat to Peak Equity that Peak Equity is or may be
subject to taxation by such jurisdiction; (e) Peak Equity has duly and timely collected or withheld, paid over and reported to
the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws;
(f) there are no Liens with respect to Taxes on the property or assets of Peak Equity other than Permitted Liens; (g) there are
no Tax rulings, requests for rulings, or closing agreements relating to Peak Equity for any period (or portion of a period) that
would affect any period after the date hereof; and (h) any adjustment of Taxes of Peak Equity made by a Governmental Body in any
examination that Peak Equity is required to report to the appropriate provincial, local or foreign taxing authorities has been
reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would
constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by Peak Equity are true,
correct and complete.
(b) No Adjustments,
Changes. Neither Peak Equity nor any other Person on behalf of Peak Equity (a) has executed or entered into a closing agreement
pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of provincial, local or foreign
law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision
of provincial, local or foreign law.
(c) No Disputes.
There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return
filed or required to be filed by Peak Equity, nor is any such claim or dispute pending or contemplated. Peak Equity has made available
to Sharing Economy true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed
or asserted against or agreed to by Peak Equity since January 1, 2016, and any and all correspondence with respect to the foregoing.
Peak Equity does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting,
subpoena or request for information to or from a Governmental Body in connection with any Tax matter.
(d) No Tax Allocation,
Sharing. Peak Equity is not a party to any Tax allocation or sharing agreement. Peak Equity (a) has not been a member of a
Tax Group filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of provincial, local
or foreign law), and (b) does not have any liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any
similar provision of provincial, local or foreign law) as a transferee or successor, by contract or otherwise.
2.15 Material Assets.
The financial statements
of Peak Equity reflect the material properties and assets (real and personal) owned or leased by them.
2.16 Insurance Coverage.
Peak Equity has no
insurance or general liability policies maintained by Peak Equity on its properties and assets.
2.17 Litigation;
Orders.
There is no Proceeding
(whether federal, provincial, local or foreign) pending or, to the knowledge of Peak Equity, threatened or appealable against or
affecting Peak Equity or any of its properties, assets, business or employees. To the knowledge of Peak Equity, there is no fact
that might result in or form the basis for any such Proceeding. Peak Equity is not subject to any Orders and has not received any
written opinion or memorandum or legal advice from their legal counsel to the effect that Peak Equity is exposed, from a legal
standpoint, to any liability which would be material to its business. Peak Equity is not engaged in any legal action to recover
monies due it or for damages sustained by any of them.
2.18 Licenses.
Except as would not
have a Material Adverse Effect, Peak Equity possesses from the appropriate Governmental Body all licenses, permits, authorizations,
approvals, franchises and rights that are necessary for it to engage in its business as currently conducted and to permit it to
own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively,
“PERMITS”). Except as would not have a Material Adverse Effect, Peak Equity has not received any written notice from
any Governmental Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary
for Peak Equity to engage in its business as currently conducted and to permit Peak Equity to own and use its properties and assets
in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect,
the Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or
circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a
violation of or a failure to comply with any Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension,
cancellation or termination of, or any modification to, any Permit. Peak Equity has not received any written notice from any Governmental
Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Permit; or (b) any actual,
proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Permit.
All applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate
Persons, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with
the appropriate Persons. All Permits are renewable by their terms or in the Ordinary Course of Business without the need to comply
with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have,
to the extent due, been duly paid.
2.19 Interested
party Transactions.
No officer, director
or shareholder of Peak Equity or any Affiliate, Related Person or “associate” (as such term is defined in Rule 405
of the Commission under the Securities Act) of any such Person, either directly or indirectly, (1) has an interest in any Person
which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by Peak Equity,
or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish Peak Equity any goods or services;
(2) has a beneficial interest in any contract or agreement to which Peak Equity is a party or by which it may be bound or affected;
or (3) is a party to any material agreements, contracts or commitments in effect as of the date hereof with Peak Equity “Related
Person” means: (i) with respect to a particular individual, the individual’s immediate family which shall include the
individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and
sisters-in-law; and (ii) with respect to a specified individual or entity, any entity or individual that, directly or indirectly,
controls, is controlled by, or is under common control with such specified entity or individual.
2.20 Governmental
Inquiries.
Peak Equity has made
available to Sharing Economy a copy of each material written inspection report, questionnaire, inquiry, demand or request for information
received by Peak Equity from (and the response of Peak Equity thereto), and each material written statement, report or other document
filed by Peak Equity with, any Governmental Body since January 1, 2016.
2.21 Bank Accounts
and Safe Deposit Boxes.
The Peak Equity Disclosure
Schedule discloses the title and number of each bank or other deposit or financial account, and each lock box and safety deposit
box used by Peak Equity, the financial institution at which that account or box is maintained and the names of the persons authorized
to draw against the account or otherwise have access to the account or box, as the case may be.
2.22 Intellectual
Property.
Any Intellectual Property
Peak Equity uses in its business as presently conducted is owned by Peak Equity or properly licensed.
2.23 Stock Option
Plans; Employee Benefits.
(a) Peak Equity does
not have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons
in respect of services provided to Peak Equity Peak Equity has no commitment, whether formal or informal and whether legally binding
or not, to create any additional plan, arrangement or practice similar to the Approved Plans.
2.24 Employee Matters.
(a) No former or current
employee of Peak Equity is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any
confidentiality, non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (i)
the performance of his, her or its duties to Peak Equity, or (ii) the ability of Peak Equity to conduct its business.
(b) Peak Equity has
no employees, directors, officers, consultants, independent contractors, representatives or agents whose contract of employment
or engagement cannot be terminated by three months’ notice. (c) Peak Equity is not required or obligated to pay, and since
the date if its incorporation, have not paid any moneys to or for the benefit of, any director, officer, employee, consultant,
independent contractor, representative or agent of Peak Equity (d) Peak Equity is in compliance with all applicable laws respecting
employment and employment practices, terms and conditions or employment and wages and hours, and is not engaged in any unfair labor
practice. There is no labor strike, dispute, shutdown or stoppage actually pending or, to the knowledge of Peak Equity or the Shareholders,
threatened against or affecting Peak Equity
2.25 Environmental
and Safety Matters.
Except as would not
have a Material Adverse Effect:
(a) Peak Equity has
at all times been and is in compliance with all Environmental Laws and Orders applicable to Peak Equity, as applicable.
(b) There are no Proceedings
pending or, to the knowledge of Peak Equity, threatened against Peak Equity alleging the violation of any Environmental Law or
Environmental Permit applicable to Peak Equity or alleging that Peak Equity is a potentially responsible party for any environmental
site contamination. None of Peak Equity or the Shareholders are aware of, or has ever received notice of, any past, present or
future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent
continued compliance, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action,
suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant,
contaminant, or hazardous or toxic material or waste.
(c) Neither this Agreement
nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent
of any Governmental Body or third Persons under any Environmental Laws applicable to Peak Equity
2.26 Material Customers.
Since the date of its
incorporation, none of the Material Customers (as hereinafter defined) of Peak Equity has notified any of Peak Equity or the Shareholders
of their intent to terminate their business with Peak Equity business because of any dissatisfaction on the part of any such person
or entity. The Transactions have not caused any of the Material Customers of Peak Equity to terminate or provide notice of their
intent or threaten to terminate their business with Peak Equity or to notify Peak Equity or the Shareholders of their intent not
to continue to do such business with Peak Equity after the Closing. As used herein, “Material Customers” means those
customers from whom Peak Equity derives annual revenues in excess of US $5,000.
2.27 Inventories.
All inventories of
Peak Equity are of good, usable and merchantable quality in all material respects, and, except as set forth in the Peak Equity
Disclosure Schedule, do not include a material amount of obsolete or discontinued items. Except as set forth in the Peak Equity
Disclosure Schedule, (a) all such inventories are of such quality as to meet in all material respects the quality control standards
of Peak Equity, (b) all such inventories are recorded on the books at the lower of cost or market value determined in accordance
with GAAP, and (c) no write-down in inventory has been made or should have been made pursuant to GAAP during the past two years.
2.28 Money Laundering
Laws.
The operations of Peak
Equity are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements
of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money
Laundering Laws”) and no Proceeding involving Peak Equity with respect to the Money Laundering Laws is pending or, to the
knowledge of Peak Equity, threatened.
2.29 Disclosure.
(a) Any information
set forth in this Agreement, the Peak Equity Disclosure Schedule, or the Transaction Agreements shall be true, correct and complete
in all material respects.
(b) No statement, representation
or warranty of Peak Equity or the Shareholders in this Agreement (taken with the Schedules) or the Transaction Agreements or any
exhibits or schedules thereto contain any untrue statement of a material fact or omits to state a material fact necessary to make
the statements herein or therein, taken as a whole, in light of the circumstances in which they were made, not misleading.
(c) Except as set forth
in the Peak Equity Disclosure Schedule, the Shareholders and Peak Equity have no knowledge of any fact that has specific application
to Peak Equity (other than general economic or industry conditions) and that adversely affects the assets or the business, prospects,
financial condition, or results of operations of Peak Equity
(d) In the event of
any inconsistency between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly
set forth as such in the Schedules with respect to a specifically identified representation or warranty), the statements in the
Schedules shall control.
(e) The books of account,
minute books and stock record books of Peak Equity, all of which have been made available to Sharing Economy, are complete and
accurate and have been maintained in accordance with sound business practices. Without limiting the generality of the foregoing,
the minute books of Peak Equity contain complete and accurate records of all meetings held, and corporate action taken, by the
shareholders, the boards of directors, and committees of the boards of directors of Peak Equity, as applicable, and no meeting
of any such shareholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained
in such minute books.
2.30 Finders and
Brokers.
(a) None of Peak Equity
or the Shareholders or any Person acting on behalf of Peak Equity or the Shareholders has engaged any finder, broker, intermediary
or any similar Person in connection with the Exchange.
(b) None of Peak Equity
the Shareholders nor any Person acting on behalf of Peak Equity or the Shareholders has entered into a contract or other agreement
that provides that a fee shall be paid to any Person or Entity if the Exchange is consummated.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SHARING
ECONOMY
Sharing Economy hereby
represents and warrants to the Shareholders as of the date hereof:
3.1 Organization;
Good Standing.
Sharing Economy is
duly incorporated, validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate
and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as
contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter
into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental
licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business,
assets or financial condition of Sharing Economy, or (ii) impair the ability of Sharing Economy to perform its material obligations
under this Agreement. Sharing Economy is duly qualified, licensed or domesticated as a foreign corporation in good standing in
each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing
or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.
3.2 Sharing Economy
Common Stock.
As of December 23,
2019, there were 18,360,787 shares of Sharing Economy’s common stock issued and outstanding. The Acquisition Shares, when
issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully
paid and nonassessable. Sharing Economy will take all reasonable efforts subsequent to the Closing to effect and amendment to its
Articles of Incorporation, as amended, to effect an increase in its authorized shares of common stock to issue and deliver to the
Shareholders any portion of the Acquisition Shares not delivered at Closing to the Shareholders.
3.3 Authority; Binding
Nature of Agreements.
(a) The execution,
delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated
to be executed and delivered by Sharing Economy in connection herewith have been duly authorized by all necessary corporate action
on the part of Sharing Economy and its board of directors.
(b) This Agreement,
the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy
constitute the legal, valid and binding obligation of Sharing Economy, enforceable against Sharing Economy in accordance with their
terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other
laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such
enforceability is considered in a proceeding in law or equity.
(c) There is no pending
Proceeding, and, to Sharing Economy’s knowledge, no Person has threatened to commence any Proceeding that challenges, or
that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Sharing Economy’s
ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Sharing
Economy, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly
give rise to or serve as a basis for the commencement of any such Proceeding.
3.4 Non-contravention;
Consents.
The execution and delivery
of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by Sharing Economy will not, directly
or indirectly (with or without notice or lapse of time):
(a) contravene, conflict
with or result in a material violation of (i) Sharing Economy’s Certificate of Incorporation or Bylaws, or (ii) any resolution
adopted by Sharing Economy Board or any committee thereof or the stockholders of Sharing Economy;
(b) to the knowledge
of Sharing Economy, contravene, conflict with or result in a material violation of, or give any Governmental Body the right to
challenge the Exchange or to exercise any remedy or obtain any relief under, any legal requirement or any Order to which Sharing
Economy or any material assets owned or used by it are subject;
(c) to the knowledge
of Sharing Economy, cause any material assets owned or used by Sharing Economy to be reassessed or revalued by any taxing authority
or other Governmental Body;
(d) to the knowledge
of Sharing Economy, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give
any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that
is held by Sharing Economy or that otherwise relates to Sharing Economy’s business or to any of the material assets owned
or used by Sharing Economy, where such contraventions, conflict, violation, revocation, withdrawal, suspension, cancellation, termination
or modification would have a Material Adverse Effect on Sharing Economy;
(e) contravene, conflict
with or result in a material violation or material breach of, or material default under, any Contract to which Sharing Economy
is a party;
(f) give any Person
the right to any payment by Sharing Economy or give rise to any acceleration or change in the award, grant, vesting or determination
of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Sharing Economy in
favor of any Person, in any such case as a result of the Exchange; or
(g) result in the imposition
or creation of any material Lien upon or with respect to any material asset owned or used by Sharing Economy.
Except for Consents,
filings or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated
in this Agreement and the other Transactional Agreements, Sharing Economy will not be required to make any filing with or give
any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other
Transactional Agreements or the consummation or performance of the Exchange.
3.5 Finders and
Brokers.
(a) Neither Sharing
Economy nor any Person acting on behalf of Sharing Economy has engaged any finder, broker, intermediary or any similar Person in
connection with the Exchange.
(b) Sharing Economy
has not entered into a contract or other agreement that provides that a fee shall be paid to any Person or Entity if the Exchange
is consummated.
3.6 Reports and
Financial Statements; Absence of Certain Changes.
(a) Sharing Economy
has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including
those to be filed prior to the Closing Date and all registration statements and prospectuses filed by Sharing Economy with the
SEC, are collectively referred to as the “Sharing Economy SEC Reports). All of the Sharing Economy SEC Reports, as of their
respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such
filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act
and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The audited financial statements of Sharing Economy included in the
Sharing Economy SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto,
and such audited financial statements (i) were prepared from the books and records of Sharing Economy, (ii) were prepared in accordance
with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present
fairly the financial position of Sharing Economy as of the dates thereof and the results of operations and cash flows for the periods
then ended. The unaudited financial statements included in the Sharing Economy SEC Reports comply in all material respects with
the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared
from the books and records of Sharing Economy, (ii) were prepared in accordance with GAAP, except as otherwise permitted under
the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the
notes or schedules thereto) and (iii) present fairly the financial position of Sharing Economy as of the dates thereof and the
results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end
adjustments and any other adjustments described therein or in the notes or schedules thereto.
(b) Except as specifically
contemplated by this Agreement or reflected in the Sharing Economy SEC Reports, since January 1, 2016, there has not been (i) any
material adverse change in Sharing Economy’s business, assets, liabilities, operations, and, to the knowledge of Sharing
Economy, no event has occurred that is likely to have a material adverse effect on Sharing Economy’s business, assets, liabilities
or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the Sharing Economy
Common Stock other than consistent with past practices, (iii) any material change in Sharing Economy’s accounting principles,
procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship
which would have a material adverse effect on Sharing Economy’s business, assets, liabilities or operations.
3.7 Compliance with
Applicable Law.
Except as disclosed
in the Sharing Economy SEC Reports filed prior to the date of this Agreement and except to the extent that the failure or violation
would not in the aggregate have a Material Adverse Effect on the business, results of operations or financial condition of Sharing
Economy, to Sharing Economy’s knowledge Sharing Economy holds all Governmental Authorizations necessary for the lawful conduct
of its business under and pursuant to, and the business of Sharing Economy is not being conducted in violation of, any Governmental
Authorization applicable to Sharing Economy.
3.8 Complete Copies
of Requested Reports.
Sharing Economy has
delivered or made available true and complete copies of each document that has been reasonably requested by Peak Equity or the
Shareholders.
3.9 Full Disclosure.
(a) Neither this Agreement
(including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered
by Sharing Economy in connection with this Agreement contains any untrue statement of material fact; and none of such documents
omits to state any material fact necessary to make any of the representations, warranties or other statements or information contained
therein not misleading.
(b) All of the information
set forth in the prospectus and all other information regarding Sharing Economy and the business, condition, assets, liabilities,
operations, financial performance, net income and prospects of either that has been furnished to Peak Equity or the Shareholders
by or on behalf of Sharing Economy or any of the Sharing Economy’s Representatives, is accurate and complete in all material
respects.
ARTICLE IV.
COVENANTS OF PEAK EQUITY
4.1 Access and Investigation.
Peak Equity shall ensure
that, at all times during the Pre-Closing Period:
(a) Peak Equity and
their Representatives provide Sharing Economy and its Representatives access, at reasonable times and with twenty-four (24) hours’
notice from Sharing Economy to Peak Equity, to all of the premises and assets of Peak Equity, to all existing books, records, Tax
Returns, work papers and other documents and information relating to Peak Equity, and to responsible officers and employees of
Peak Equity, and Peak Equity and its Representatives provide Sharing Economy and its Representatives with copies of such existing
books, records, Tax Returns, work papers and other documents and information relating to Peak Equity as Sharing Economy may request
in good faith;
(b) Each of Peak Equity
and its Representatives confer regularly with Sharing Economy upon its request, concerning operational matters and otherwise report
regularly (not less than semi-monthly and as Sharing Economy may otherwise request) to Sharing Economy and discuss with Sharing
Economy and its Representatives concerning the status of the business, condition, assets, liabilities, operations, and financial
performance of Peak Equity, and promptly notify Sharing Economy of any material change in the business, condition, assets, liabilities,
operations, and financial performance of Peak Equity, or any event reasonably likely to lead to any such change.
4.2 Operation of
the Business.
Peak Equity shall ensure
that, during the Pre-Closing Period:
(a) It conducts its
operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of
this Agreement;
(b) It uses its commercially
reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current
officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors,
licensees, employees and other Persons having business relationships with Peak Equity;
(c) It does not declare,
accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not
repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase
of shares of Peak Equity Common Stock upon termination of employees at the original purchase price pursuant to agreements existing
at the date hereof;
(d) It does not sell
or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities,
except the issuance of Peak Equity Shares of Common Stock pursuant to option grants to employees made under the Option Plan in
the Ordinary Course of Business;
(e) It does not amend
its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to
any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;
(f) It does not form
any subsidiary or acquire any equity interest or other interest in any other Entity;
(g) It does not establish
or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the
amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors,
officers or employees;
(h) It does not change
any of its methods of accounting or accounting practices in any respect;
(i) It does not make
any Tax election;
(j) It does not commence
or take any action or fail to take any action which would result in the commencement of any Proceeding;
(k) It does not (i)
acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary
Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue
any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any
other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments
in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices
for its business and property;
(l) It pays all debts
and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due;
(m) It does not enter
into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type
or scope with respect to any of its services, products or technology;
(n) It does not hire
any new officer-level employee;
(o) It does not revalue
any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable,
except as required under GAAP and in the Ordinary Course of Business;
(p) Except as otherwise
contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business;
and
(q) It does not enter
into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty
made by it in this Agreement.
4.3 Filings and
Consents; Cooperation.
Peak Equity shall ensure
that:
(a) Each filing or
notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by Peak Equity or the Shareholders
in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or
performance of the Exchange, is made or given as soon as possible after the date of this Agreement;
(b) Each Consent required
to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by Peak Equity or the Shareholders in connection
with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of
the Exchange, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the
Closing Date;
(c) It promptly delivers
to Sharing Economy a copy of each filing made, each notice given and each Consent obtained by Peak Equity during the Pre-Closing
Period; and
(d) During the Pre-Closing
Period, it and its Representatives cooperate with Sharing Economy and Sharing Economy’s Representatives, and prepare and
make available such documents and take such other actions as Sharing Economy may request in good faith, in connection with any
filing, notice or Consent that Sharing Economy is required or elects to make, give or obtain.
4.4 Notification;
Updates to Disclosure Schedules.
(a) During the Pre-Closing
Period, Peak Equity shall promptly notify Sharing Economy in writing of:
(i) the discovery by
it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary
to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon
the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become
untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;
(ii) any event, condition,
fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant
to the express written consent of Sharing Economy) and that is contrary to any representation or warranty made by it in this Agreement,
or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this
agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be
satisfied;
(b) If any event, condition,
fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the Peak Equity
Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Peak Equity
Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances,
then Peak Equity, as applicable, shall promptly deliver to Sharing Economy an update to the Peak Equity Disclosure Schedule specifying
such change (a “Disclosure Schedule Update”).
(c) It will promptly
update any relevant and material information provided to Sharing Economy after the date hereof pursuant to the terms of this Agreement.
4.5 Commercially
Reasonable Efforts.
During the Pre-Closing
Period, Peak Equity shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII
to be satisfied on a timely basis and so that the Closing can take place on or before January 1, 2016, in accordance with Section
1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected
to result in any of the representations and warranties of Peak Equity set forth in this Agreement becoming untrue, or in any of
the conditions of Closing set forth in Article VI or Article VII not being satisfied.
4.6 Confidentiality;
Publicity.
Peak Equity shall ensure
that:
(a) It and its Representatives
keep strictly confidential the existence and terms of this Agreement prior to the issuance or dissemination of any mutually agreed
upon press release or other disclosure of the Exchange; and
(b) neither it nor
any of its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any
nature (to any of its suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the Exchange;
except in each case to the extent that it is required by law to make any such disclosure regarding such transactions or as separately
agreed by the parties; provided, however, that if it is required by law to make any such disclosure, Peak Equity advises Sharing
Economy, at least five business days before making such disclosure, of the nature and content of the intended disclosure.
ARTICLE V.
COVENANTS OF SHARING ECONOMY
5.1 Notification.
During the Pre-Closing
Period, Sharing Economy shall promptly notify Peak Equity in writing of:
(a) the discovery by
Sharing Economy of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement
which is contrary to any representation or warranty made by Sharing Economy in this Agreement; and,
(b) any event, condition,
fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant
to the written consent of Peak Equity) and that is contrary to any representation or warranty made by Sharing Economy in this Agreement;
5.2 Filings and
Consents; Cooperation.
Sharing Economy shall
ensure that:
(a) Each filing or
notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by Sharing Economy in connection
with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of
the Exchange, is made or given as soon as possible after the date of this Agreement;
(b) Each Consent required
to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by Sharing Economy in connection with the execution
and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is
obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;
(c) Sharing Economy
promptly delivers to Peak Equity and a copy of each filing made, each notice given and each Consent obtained by Sharing Economy
during the Pre-Closing Period; and
(d) During the Pre-Closing
Period, Sharing Economy and its Representatives cooperate with Peak Equity and their Representatives, and prepare and make available
such documents and take such other actions as Peak Equity may request in good faith, in connection with any filing, notice or Consent
that Peak Equity is required or elects to make, give or obtain.
5.3 Commercially
Reasonable Efforts.
During the Pre-Closing
Period, Sharing Economy shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article
VII to be satisfied on a timely basis and so that the Closing can take place on or before January 31, 2020, or as soon thereafter
as is reasonably practical, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking
or omission of which would or could reasonably be expected to result in any of the representations and warranties or Sharing Economy
set forth in this Agreement becoming untrue or in any of the conditions of closing set forth in Article VI or Article VII not being
satisfied.
5.4 Disclosure of
Confidential Information.
(a) Each of Sharing
Economy and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction
including without limitation, the Peak Equity Disclosure Schedule and any information disclosed during the due diligence process,
the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information
only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than
in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential
Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable
measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures
it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential
Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject.
(b) The Receiving Party
may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction
over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to
allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required
by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential
Information so disclosed.
(c) All Confidential
Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential
Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s
patents, copyrights, trade secrets, trademarks or other intellectual property rights.
(d) The Receiving Party
shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information
or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in
every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized
use.
(e) The Receiving Party
shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation,
all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request;
provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials
in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties
related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party
shall provide written certification of its compliance with this Section.
5.5 Indemnification.
(a) Each of Peak Equity
and the Shareholders, jointly and severally, each shall defend, indemnify and hold harmless Sharing Economy, and its respective
employees, officers, directors, stockholders, controlling persons, affiliates, agents, successors and assigns (collectively, the
“Sharing Economy Indemnified Persons”), and shall reimburse the Sharing Economy Indemnified Person, for, from and against
any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees)
or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), directly or indirectly,
relating to, resulting from or arising out of:
(i) any untrue representations,
misrepresentations or breach of warranty by or of Peak Equity or the Shareholders contained in or pursuant to this Agreement, and
the Peak Equity Disclosure Schedule; (ii) any breach or nonfulfillment of any covenant, agreement or other obligation by or of
Peak Equity or the Shareholders (only to the extent made or occurring prior to or at the Closing) contained in or pursuant to this
Agreement, the Transaction Agreements executed by Peak Equity or any of the Shareholders in their individual capacity, the Peak
Equity Disclosure Schedule, or any of the other agreements, documents, schedules or exhibits to be entered into by Peak Equity
or any of the Shareholders in their individual capacity pursuant to or in connection with this Agreement;
(iii) all of Pre-Closing
liabilities of Peak Equity or the Shareholders; and
(iv) any liability,
claim, action or proceeding of any kind whatsoever, whether instituted or commenced prior to or after the Closing Date, which directly
or indirectly relates to, arises or results from, or occurs in connection with facts or circumstances relating to the conduct of
business of Peak Equity or the assets of Peak Equity, or events or circumstances existing on or prior to the Closing Date.
(b) Sharing Economy
shall defend, indemnify and hold harmless Peak Equity and its respective affiliates, agents, successors and assigns (collectively,
the “Peak Equity Indemnified Persons”), and shall reimburse the Peak Equity Indemnified Persons, for, from and against
any Damages, directly or indirectly, relating to, resulting from or arising out of:
(i) any untrue representation,
misrepresentation or breach of warranty by or of Sharing Economy contained in or pursuant to this Agreement;
(ii) any breach or nonfulfillment
of any covenant, agreement or other obligations by or of Sharing Economy contained in or pursuant to this Agreement, the Transaction
Agreements or any other agreements, documents, schedules or exhibits to be entered into or delivered to pursuant to or in connection
with this Agreement.
(c) Promptly after
receipt by an indemnified Party under Section 5.6 of this Agreement of notice of a claim against it (“Claim”), such
indemnified Party shall, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying
Party of such Claim, but the failure to so notify the indemnifying Party will not relieve the indemnifying Party of any liability
that it may have to any indemnified Party, except to the extent that the indemnifying Party demonstrates that the defense of such
action is prejudiced by the indemnified Party’s failure to give such notice.
(d) A claim for indemnification
for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.
ARTICLE VI.
CLOSING CONDITIONS OF SHARING ECONOMY
Sharing Economy’s
obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:
6.1 Accuracy of
Representations and Warranties.
The representations
and warranties of Peak Equity and the Shareholders in this Agreement shall have been true and correct as of the date of this Agreement
and shall be true and correct on and as of the Closing. Peak Equity and the Shareholders shall have performed all obligations in
this Agreement required to be performed or observed by them on or prior to the Closing.
6.2 Additional Conditions
to Closing.
(a) All necessary approvals
under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer
of the Shares shall have been received.
(b) Sharing Economy
shall have obtained an opinion stating that the terms of the Exchange are fair, just and equitable to Sharing Economy and its shareholders.
(c) No preliminary
or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation
of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment
shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts
the consummation of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all
expirations of waiting periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other
than those the failure to obtain which would not materially adversely affect the consummation of the Exchange or in the aggregate
have a material adverse effect on Sharing Economy and its subsidiaries, taken as a whole, shall have been filed, occurred or been
obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the
“Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect.
(d) There shall not
be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange,
by any Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition
or material restriction upon Sharing Economy or its subsidiaries or Peak Equity, including, without limitation, requirements relating
to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of
the Exchange as to render inadvisable the consummation of the Exchange.
6.3 Performance
of Agreements.
Peak Equity or the
Shareholders, as the case may be, shall have executed and delivered each of the agreements, instruments and documents required
to be executed and delivered, and performed all actions required to be performed by Peak Equity or any of the Shareholders, as
the case may be, pursuant to this Agreement, except as Sharing Economy has otherwise consented in writing.
6.4 Consents.
Each of the Consents
identified or required to have been identified in the Peak Equity Disclosure Schedule shall have been obtained and shall be in
full force and effect, other than those Consents, which have been expressly waived by Sharing Economy.
6.5 No Material
Adverse Change and Satisfactory Due Diligence.
There shall not have
been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of Peak Equity
since the date of this Agreement as determined by Sharing Economy in its discretion. Sharing Economy shall be satisfied in all
respects with the results of its due diligence review of Peak Equity
6.6 Peak Equity
Closing Certificate.
In addition to the
documents required to be received under this Agreement, Sharing Economy shall also have received the following documents:
(a) copies of resolutions
of Peak Equity, certified by a Secretary, Assistant Secretary or other appropriate officer of Peak Equity, authorizing the execution,
delivery and performance of this Agreement and other Transactional Agreements;
(b) good standing certificate
of Peak Equity; and
(c) such other documents
as Sharing Economy may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made
by Peak Equity, (ii) evidencing the compliance by Peak Equity, or the performance by Peak Equity of, any covenant or obligation
set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set
forth in Article VII or this Article VI, or (iv) otherwise facilitating the consummation or performance of the Exchange.
6.7 Transactional
Agreements.
Each Person (other
than Sharing Economy) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it
is to be a party.
6.8 Resignation
of Directors and Officers.
Sharing Economy shall
have received a written resignation from each of the directors and officers of Peak Equity effective as of the Closing.
6.9 Delivery of
Stock Certificates, Minute Book and Corporate Seal.
The Shareholders shall
have delivered to Sharing Economy the stock books, stock ledgers, minute books and corporate seals of Peak Equity
ARTICLE VII.
CLOSING CONDITIONS OF THE SHAREHOLDERS
The Shareholders’
obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:
7.1 Accuracy of
Representations and Warranties.
The representations and warranties of Sharing
Economy in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and
as of the Closing and Sharing Economy shall have performed all obligations in this Agreement required to be performed or observed
by them on or prior to the Closing.
7.2 Additional Conditions
to Closing.
(a) All necessary approvals
under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares
by Sharing Economy and the transfer of the Shares by Peak Equity shall have been received.
(b) No preliminary
or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation
of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment
shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts
the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such
Requisite Regulatory Approvals shall be in full force and effect.
(c) There shall not
be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange,
by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition
or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection
with such Requisite Regulatory Approval, upon Sharing Economy, its subsidiaries, Peak Equity or any of their subsidiaries), including,
without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact
the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.
7.3 Sharing Economy
Closing Certificates.
The Shareholders shall
have received the following documents:
(a) copies of resolutions
of Sharing Economy, certified by a Secretary, Assistant Secretary or other appropriate officer of Sharing Economy, authorizing
the execution, delivery and performance of the Transactional Agreements and the Exchange;
(b) good standing certificates
for the State of Nevada; and
(c) such other documents
as Peak Equity may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made
by Sharing Economy, (ii) evidencing the compliance by Sharing Economy with, or the performance by Sharing Economy of, any covenant
or obligation set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any
condition set forth in Article VI or this Article VII, or (iv) otherwise facilitating the consummation or performance of the Exchange.
7.4 No Material
Adverse Change.
There shall not have
been any material adverse change in Sharing Economy’s business, condition, assets, liabilities, operations or financial performance
since the date of this Agreement.
7.5 Performance
of Agreements.
Sharing Economy shall
have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed
all actions required by Sharing Economy pursuant to this Agreement, except as Peak Equity and the Shareholders have otherwise consented
in writing.
7.6 Consents.
Each of the Consents
identified or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other
than those Consents the absence of which shall not have a material adverse effect on Sharing Economy.
7.7 Sharing Economy
Stock.
On the Closing Date,
shares of Sharing Economy Common Stock shall be eligible for quotation on the OTCMarkets.
ARTICLE VIII.
FURTHER ASSURANCES
Each of the parties
hereto agrees that it will, from time to time after the date of the Agreement, execute and deliver such other certificates, documents
and instruments and take such other action as may be reasonably requested by the other party to carry out the actions and transactions
contemplated by this Agreement, including the closing conditions described in Articles VI and VII. Peak Equity and the Shareholders
shall reasonably cooperate with Sharing Economy in its obtaining of the books and records of Peak Equity, or in preparing any solicitation
materials to be sent to the shareholders of Sharing Economy in connection with the approval of the Exchange and the transactions
contemplated by the Transactional Agreements.
ARTICLE IX.
TERMINATION
9.1 Termination.
This Agreement may
be terminated and the Exchange abandoned at any time prior to the Closing Date:
(a) by mutual written
consent of Sharing Economy, Peak Equity and the Shareholders;
(b) by Sharing Economy
if (i) there is a material Breach of any covenant or obligation of Peak Equity or the Shareholders; provided however, that if such
Breach or Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within
10 days of delivery of the written notice of such Breach, or (ii) Sharing Economy reasonably determines that the timely satisfaction
of any condition set forth in Article VI has become impossible or impractical (other than as a result of any failure on the part
of Sharing Economy to comply with or perform its covenants and obligations under this Agreement or any of the other Transactional
Agreements);
(b) by Peak Equity
if (i) there is a material Breach of any covenant or obligation of Sharing Economy; provided, however, that if such
Breach or Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within
10 days of delivery of the written notice of such Breach, or (ii) Peak Equity reasonably determines that the timely satisfaction
of any condition set forth in Article VII has become impossible or impractical (other than as a result of any failure on the part
of Peak Equity or any Shareholder to comply with or perform any covenant or obligation set forth in this Agreement or any of the
other Transactional Agreements);
(d) by Sharing Economy
if the Closing has not taken place on or before January 31, 2020, (except if as a result of any failure on the part of Sharing
Economy to comply with or perform its covenants and obligations under this Agreement or in any other Transactional Agreement);
(e) by Peak Equity
if the Closing has not taken place on or before January 31, 2020 (except if as a result of the failure on the part of Peak Equity
or the Shareholders to comply with or perform any covenant or obligation set forth in this Agreement or in any other Transactional
Agreement);
(f) by any of Sharing
Economy, on the one hand or Peak Equity, on the other hand, if any court of competent jurisdiction in the United States or other
United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the Exchange and such order, decree, ruling or any other action shall have become final and non-appealable;
provided, however, that the party seeking to terminate this Agreement pursuant to this clause (f) shall have used all commercially
reasonable efforts to remove such order, decree or ruling; or
(g) The parties hereby
agree and acknowledge that a breach of the provisions of Articles 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material
Breaches of this Agreement.
9.2 Termination
Procedures.
If Sharing Economy
wishes to terminate this Agreement pursuant to Section 9.1, Sharing Economy shall deliver to the Shareholders and Peak Equity a
written notice stating that Sharing Economy is terminating this Agreement and setting forth a brief description of the basis on
which Sharing Economy is terminating this Agreement. If Peak Equity wishes to terminate this Agreement pursuant to Section 9.1,
Peak Equity shall deliver to Sharing Economy a written notice stating that Peak Equity is terminating this Agreement and setting
forth a brief description of the basis on which Peak Equity is terminating this Agreement.
9.3 Effect of Termination.
In the event of termination
of this Agreement as provided above, this Agreement shall forthwith have no further effect. Except for a termination resulting
from a Breach by a party to this Agreement, there shall be no liability or obligation on the part of any party hereto. In the event
of a breach, the remedies of the non-breaching party shall be to seek damages from the breaching party or to obtain an order for
specific performance, in addition to or in lieu of other remedies provided herein. Upon request after termination, each party will
redeliver or, at the option of the party receiving such request, destroy all reports, work papers and other material of any other
party relating to the Exchange, whether obtained before or after the execution hereof, to the party furnishing same; provided,
however, that Peak Equity and the Shareholders shall, in all events, remain bound by and continue to be subject to Section 4.6
and all parties shall in all events remain bound by and continue to be subject to Section 5.4 and 5.5.
Notwithstanding the
above, both Sharing Economy, on the one hand, and Peak Equity and the Shareholders, on the other hand, shall be entitled to announce
the termination of this Agreement by means of a mutually acceptable press release.
ARTICLE X.
MISCELLANEOUS
10.1 Survival of
Representations and Warranties.
All representations
and warranties of Peak Equity and the Shareholders in this Agreement and the Peak Equity Disclosure Schedule shall survive shall
survive indefinitely. The right to indemnification, reimbursement or other remedy based on such representations and warranties
will not be affected by any investigation conducted by the parties.
10.2 Expenses.
Except as otherwise
set forth herein, each of the parties to the Exchange shall bear its own expenses incurred in connection with the negotiation and
consummation of the transactions contemplated by this Agreement.
10.3 Entire Agreement.
This Agreement and
the other Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral
agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements
or understandings, oral or written, between the parties to this Agreement, relating to the subject matter contained in this Agreement
and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached
to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this
Agreement.
10.4 Counterparts.
This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same instrument.
10.5 Descriptive
Headings.
The Article and Section
headings in this Agreement are for convenience only and shall not affect the meanings or construction of any provision of this
Agreement.
10.6 Notices.
Any notices required
or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given on the earlier to occur
of the date of personal delivery, the date of receipt or three (3) days after posting by overnight courier or registered or certified
mail, postage prepaid, addressed as follows:
If to Sharing Economy:
Sharing Economy International Inc.
M03, Room 302, 3/F, Eton Tower,
No. 8 Hysan Avenue, Causeway Bay, Hong Kong
If to Peak Equity:
Peak Equity International Limited
Cornwall Cemtre, no. 85 Castle Peak Road,
Castle Peak Bay, Tuen Mun, N.T., Hong Kong
If to the Shareholders:
c/o Peak Equity International Limited
Cornwall Cemtre, no. 85 Castle Peak Road,
Castle Peak Bay, Tuen Mun, N.T., Hong Kong
To such address or addresses
as a party shall have previously designated by notice to the sender given in accordance with this section.
10.7 Choice of Law.
This Agreement shall
be construed in accordance with and governed by the laws of the State of Nevada without regard to choice of law principles. Each
of the parties hereto consents to the jurisdiction of the courts of the State of California, County of Los Angeles and to the federal
courts located in the County of Los Angeles, State of California.
10.8 Binding Effect;
Benefits.
This Agreement shall
inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer on any Person other than the parties or their respective successors and permitted
assigns, the Shareholders and other Persons expressly referred to herein, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.
10.9 Assignability.
Neither this Agreement
nor any of the parties’ rights hereunder shall be assignable by any party without the prior written consent of the other
parties and any attempted assignment without such consent shall be void.
10.10 Waiver and
Amendment.
Any term or provision
of this Agreement may be waived at any time by the party, which is entitled to the benefits thereof. The waiver by any party of
a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. The parties
may, by mutual agreement in writing, amend this Agreement in any respect. Peak Equity and the Shareholders hereby acknowledge their
intent that this Agreement includes as a party any holder of capital stock in Peak Equity at the time of Closing. Sharing Economy,
Peak Equity and the Shareholders therefore agree that this Agreement may be amended, without the further consent of any party to
this Agreement, (i) to add as a new Shareholder any existing shareholder of Peak Equity and (ii) to modify Annex A to reflect the
addition of such shareholder.
10.11 Attorney’
Fees.
In the event of any
action or proceeding to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award
of reasonable attorneys’ and experts’ fees and costs, in addition to such other relief as may be granted.
10.12 Severability.
If any provision of
this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
10.13 Construction.
In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b)
has or has had the opportunity to consult independent legal counsel regarding the legal effect and meaning of this document and
all terms and conditions hereof; (c) has been afforded the opportunity to negotiate as to any and all terms hereof; and (d) is
executing this Agreement voluntarily, free from any influence, coercion or duress of any kind. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will
be applied against any party.
[signature page follows]
IN WITNESS WHEREOF, this Agreement has been
executed by the parties hereto as of the day and year first above written.
Sharing Economy:
SHARING ECONOMY INTERNATIONAL
INC.
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By:
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/s/ Ping Kee Lau
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Name:
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Ping Kee Lau
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Title:
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Executive Director
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Peak Equity:
PEAK EQUITY INVESTMENT LIMITED
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By:
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/s/ Chan Tin Chi
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Name:
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Chan Tin Chi
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Title:
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Director
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PEAK EQUITY SHAREHOLDERS:
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/s/ Chan Tin Chi
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Chan Tin Chi
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/s/ Benny Wong [Director of ECinteract Company Limited]
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ECinteract Company Limited
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/s/ Amaury Jean-edouard Briancon
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Briancon, Amaury Jean-edouard
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EXHIBIT A
CERTAIN DEFINITIONS
For purposes of the Agreement (including
this Exhibit A):
Agreement. “Agreement”
shall mean the Share Exchange Agreement to which this Exhibit A is attached (including all Disclosure Schedules and all Exhibits),
as it may be amended from time to time.
Approved Plans.
“Approved Plans” shall mean a stock option or similar plan for the benefit of employees or others, which has been approved
by the shareholders of Peak Equity
Peak Equity Shares
of Common Stock. “Peak Equity Shares of Common Stock” shall mean the shares of common stock of Peak Equity
Breach. There
shall be deemed to be a “Breach” of a representation, warranty, covenant, obligation or other provision if there is
or has been any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant,
obligation or other provision.
Certificates.
“Certificates” shall have the meaning specified in Section 1.3 of the Agreement.
Sharing Economy.
“Sharing Economy” shall have the meaning specified in the first paragraph of the Agreement.
Sharing Economy
Common Stock. “Sharing Economy Common Stock” shall mean the shares of common stock of Sharing Economy.
Sharing Economy
SEC Reports. “Sharing Economy SEC Reports” shall have the meaning specified in Section 4.6 of the Agreement.
Closing. “Closing”
shall have the meaning specified in Section 1.5 of the Agreement.
Closing Date.
“Closing Date” shall have the meaning specified in Section 1.5 of the Agreement.
Code. “Code”
shall mean the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue
Code or any successor law.
Confidential Information.
“Confidential Information” shall mean all nonpublic information disclosed by one party or its agents (the “Disclosing
Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that,
given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.
Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology,
customers, vendors, suppliers, business plans, intellectual property, promotional and marketing activities, finances, agreements,
transactions, financial information and other business affairs, and (ii) third-party information that the Disclosing Party is obligated
to keep confidential.
Confidential Information
does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown
by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received
from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or
tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference
to any Confidential Information.
Consent. “Consent”
shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).
Disclosure Schedule
Update. “Disclosure Schedule Update” shall have the meaning specified in Section 4.4 of the Agreement.
Peak Equity Disclosure
Schedule. “Peak Equity Disclosure Schedule” shall have the meaning specified in introduction to Article II of the
Agreement.
Entity. “Entity”
shall mean any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership,
joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability
company or joint stock company), firm or other enterprise, association, organization or entity.
Environmental Laws.
“Environmental Laws” shall mean any Law or other requirement relating to the protection of the environment, health,
or safety from the release or disposal of hazardous materials.
Environmental Permit.
“Environmental Permit” means all licenses, permits, authorizations, approvals, franchises and rights required under
any applicable Environmental Law or Order.
Equity Securities.
“Equity Security” shall mean any stock or similar security, including, without limitation, securities containing equity
features and securities containing profit participation features, or any security convertible into or exchangeable for, with or
without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or
purchase any shares of capital stock, or any such warrant or right.
Exchange Act.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
GAAP. “GAAP”
shall mean United States Generally Accepted Accounting Principles, applied on a consistent basis.
Governmental Authorization.
“Governmental Authorization” shall mean any:
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(F)
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permit, license, certificate, franchise, concession, approval, consent, ratification, permission,
clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization
that is issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any
Law; or
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(b) right under any
contract with any Governmental Body.
Governmental Body.
“Governmental Body” shall mean any:
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(F)
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nation, principality, state, commonwealth, province, territory, county, municipality, district
or other jurisdiction of any nature;
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(b) federal, state,
local, municipal, foreign or other government;
(c) governmental or
quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch,
office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and
any court or other tribunal); or
(d) individual, Entity
or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military
or taxing authority or power of any nature, including any court, arbitrator, administrative agency or commissioner, or other governmental
authority or instrumentality.
Indebtedness.
“Indebtedness” shall mean any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable
out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.
Intellectual Property.
“Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and
non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain
names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith,
copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses,
know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae,
all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting,
describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created,
applied for or obtained anywhere throughout the world.
Knowledge. A
corporation shall be deemed to have “knowledge” of a particular fact or matter only if a director or officer of such
corporation has, had or should have had knowledge of such fact or matter.
Laws. “Laws”
means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international,
multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable
to such Person.
Lien. “Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien or charge, right of first refusal, encumbrance or other adverse
claim or interest of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease
in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction
and including any lien or charge arising by Law.
Material Adverse
Effect. “Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate,
would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations
of the affected party, in each case taken as a whole or (b) materially impair the ability of the affected party to perform its
obligations under this Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from (i)
the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States
securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions
in industries in which the affected party operates.
Material Contract.
“Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise,
providing for potential payments by or to the company in excess of $1,000, and the amendments, supplements and modifications thereto.
Order. “Order”
shall mean any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by
any Governmental Body.
Ordinary Course
of Business. “Ordinary Course of Business” shall mean an action taken by Peak Equity if (i) such action is taken
in normal operation, consistent with past practices, (ii) such action is not required to be authorized by the Shareholders, Board
of Directors or any committee of the Board of the Directors or other governing body of Peak Equity and (iii) does not require any
separate or special authorization or consent of any nature by any Governmental Body or third party.
Permitted Liens.
“Permitted Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being
contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves;
(b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen,
mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are
being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate
reserves; and (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection
with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the
value of its property or materially impair the use thereof in the operation of its business.
Person. “Person”
shall mean any individual, Entity or Governmental Body.
Pre-Closing Period.
“Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.
Proceeding.
“Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination
or investigation, commenced, brought, conducted or heard by or before, or otherwise has involved, any Governmental Body or any
arbitrator or arbitration panel.
Representatives.
“Representatives” of a specified party shall mean officers, directors, employees, attorneys, accountants, advisors
and representatives of such party, including, without limitation, all subsidiaries of such specified party, and all such Persons
with respect to such subsidiaries. The Related Persons of Peak Equity shall be deemed to be “Representatives” of Peak
Equity, as applicable.
SEC. “SEC”
shall mean the United States Securities and Exchange Commission.
Securities Act.
“Securities Act” shall mean the United States Securities Act of 1933, as amended.
Taxes. “Taxes”
shall mean all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable,
including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use,
transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital,
profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording,
personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A
of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax”
means any of the foregoing Taxes.
Tax Group. “Tax
Group” shall mean any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group
of which Peak Equity is now or was formerly a member.
Tax Return.
“Tax Return” shall mean any return, declaration, report, claim for refund or credit, information return, statement
or other similar document filed with any Governmental Body with respect to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.
Transaction Agreements.
“Transactional Agreements” shall mean this Agreement and any agreement or document to be executed pursuant to this
Agreement.
ANNEX A
|
Stockholder
|
|
Number of Shares of Common Stock of Peak Equity Held
|
|
|
Chan Tin Chi
|
|
|
1,884,815
|
|
|
BRIANCON, Amaury Jean-edouard
|
|
|
185
|
|
|
ECinteract Company Limited
|
|
|
1,015,000
|
|
|
TOTAL
|
|
|
2,900,000
|
|
40
