SHARE EXCHANGE AGREEMENT between Euroclub and Sterling

Euroclub

is a company incorporated, duly organized and validly existing as a company under the laws of Malta

is in good standing with respect to its filings of annual reports with Malta;

is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its assets makes such qualification necessary, except where failure to do so would not have a material adverse effect on the Business Assets, taken as a whole;

has the corporate power and authority to carry on the business carried on by it, to own, operate and lease its assets, to execute and deliver this Agreement, to complete all of the transactions contemplated hereby and to duly observe and perform all of its covenants and obligations herein set forth;

has not acquired any property from a person with whom it was not dealing at arm’s length for which fair market value was not paid; or

has not disposed of anything to a person with whom Euroclub was not dealing at arm's length for proceeds of not less than the fair market value thereof,

has made all elections required to be made under any tax legislation having jurisdiction over the Sellers, Euroclub and/or its Business Assets in connection with any distributions by Euroclub and all such elections were true and correct;

none of the execution and delivery of this Agreement, the completion of the transactions contemplated hereby or thereby, or the observance and performance by Sellers of their covenants and obligations herein or therein set forth will:

conflict with, or result in a breach of, or violate any of the terms, conditions or provisions of the constating documents of Euroclub;

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority of Malta, the United States, Canada or any other country or any political subdivision thereof, including any governmental department, commission, bureau, board or administrative agency thereof to which Euroclub is subject;

give to any other person, after the giving of notice or otherwise, any right of termination, cancellation or acceleration in or with respect to any agreement, contract, lease, indenture, other instrument, commitment or indenture to which Euroclub is a party, is subject or derives benefit, other than under such agreements, contracts, leases, indentures, other instruments, commitments or indentures with respect to which all necessary consents, approvals, waivers and releases in respect of such rights of termination, cancellation or acceleration and referred to in this Agreement Euroclub is required, pursuant to the terms of this Agreement, to deliver to the Buyer on Closing; or

give to any government or governmental authority of Malta, the United States, Canada or any other country or any political subdivision thereof, including any governmental department, commission, bureau, board or administrative agency thereof any right of termination, cancellation or suspension of, or constitute a breach of, or result in a default under any permit, license, consent or authority and which is necessary or desirable in connection with the ownership by the Buyer of the Euroclub Shares or the conduct and operation of the Business Assets by the Buyer following Closing except for such breaches or defaults, if any, which, when taken together with any similar breach or default, would not have a material adverse effect singularly or in the aggregate on the ownership of the Euroclub Shares or the conduct and operation of the Business Assets by the Buyer following Closing;

all necessary corporate action on the part of the directors and shareholders of Euroclub has been taken to authorize and approve the execution and delivery of this Agreement, and any agreements, indentures or commitments to be entered into by Euroclub pursuant to this Agreement and the completion of the transactions contemplated herein or therein and the observance and performance by Sellers of their covenants and obligations contained herein or therein, and each of this Agreement and such other agreements constitutes a valid and binding obligation of, and which is enforceable against, Sellers;

no authorization, approval, order, licence, permit or consent of any governmental authority, regulatory body or court, of Malta, the United States, Canada or any other country or any political subdivision thereof, and no registration with, declaration or notice to or filing by Euroclub with any such governmental authority, regulatory body or court is required in order for Euroclub to:

incur the obligations expressed to be incurred by it in or pursuant to this Agreement;

execute and deliver all other documents and instruments to be delivered by it pursuant to this Agreement;

duly perform and observe the terms and provisions of this Agreement; or

render this Agreement, legal, valid, binding and enforceable against Sellers;

the corporate records of Euroclub, as required to be maintained by it, pursuant to the corporation laws under which it was incorporated, or under which it owns assets or carries on business are accurate, complete and up-to-date in all material respects;

the issued and outstanding capital of Euroclub consists of that number of shares as detailed in Schedule “B” and all such issued share capital has been duly and validly issued and is outstanding as fully paid and non-assessable;

except as disclosed and delivered to the Buyer, there are no shareholder agreements, proxies, pooling agreements, voting trust agreements or similar agreement among the Sellers with respect to the Euroclub Shares Euroclub and all necessary corporate actions and proceedings have been taken by each of them to authorize the execution and delivery of this Agreement and to perform all of their respective obligations hereunder;

no person, firm or corporation has any agreement, option or right, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option:

to require Euroclub to issue any further or other shares in its capital or any other security convertible (except for the Big Stack Technology Inc. debt agreement allowing for up to $700,000 in debt to be converted) or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in its capital; or

for the issue or allotment of any of the authorized but unissued shares in the capital of Euroclub; or

to require Euroclub to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; or

to purchase or otherwise acquire any of the Euroclub Shares;

Euroclub has no subsidiaries and has no agreement of any nature to acquire any subsidiaries or to acquire or lease any other business operations other than those already disclosed and will not, prior to the Closing Date, acquire, or agree to acquire, any subsidiary or business without the prior written consent of the;

except as disclosed, Euroclub is not a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind and is not party to any agreement under which Euroclub agrees to carry on any part of the Business Assets or any other activity in such manner or by which Euroclub agrees to share any revenue or profit with any other person;

Euroclub is not a party to or bound by any agreement which would restrict or limit its right to carry on any business or activity or to solicit business from any person or in any geographical area (except for an exclusive software license to Big Stack Technology Inc, for the USA market) or otherwise to conduct the Business Assets as Euroclub may determine. Euroclub is not subject to any legislation or any judgment, order or requirement of any court or government authority which is not of general application to persons carrying on a business similar to the Business Assets. To the best of the knowledge of the Euroclub Officers, there are no facts or circumstances which could materially adversely affect the ability of Euroclub to continue to operate the Business Assets as presently conducted following the completion of the transactions contemplated by this Agreement;

except as disclosed, agreements to which Euroclub is a party or by which it is bound under which the right to manufacture, use or market any product, service, technology, information, data, computer hardware or software or other property has been granted, licensed or otherwise provided to Euroclub or by Euroclub to any other person, or under which Euroclub has been appointed or any person has been appointed by Euroclub as an agent, distributor, licensee or franchisee for any of the foregoing has been provided to the Buyer and all are complete and correct copies.

None of the agreements grant to any person any authority to incur any liability or obligation or to enter into any agreement on behalf of Euroclub;

except as disclosed, Euroclub has good, valid and marketable title to the Business Assets free and clear of all Encumbrances and rights of creditors under applicable bulk sales, bankruptcy or insolvency legislation or any trustee appointed thereunder and in respect of the Business Assets which are contracts and leases, Euroclub has good and valid title to such contracts and leases;

with respect to each Euroclub Contracts:

each is a valid and subsisting contract, in full force and effect and is binding on the parties thereto;

to the knowledge of the Euroclub Officers, there is no outstanding material dispute or potential or impending material dispute under any Euroclub Contract or any reason or ground whatsoever for the parties to Euroclub Contracts to terminate such Euroclub Contracts by reason of Euroclub entering into this Agreement or otherwise;

the payments reserved under each Euroclub Contract have not been demanded, collected, accepted or paid in advance of the time for payment thereof save and except any advance payment received from customers which are categorized as deferred revenue in the Euroclub Financial Statements; and

the Euroclub Contracts and contracts with those employees referred to in this Agreement are all of the agreements, contracts, leases, indentures, other instruments or commitments which Euroclub has entered into or will enter into on the Closing Date in connection with the Business Assets and which are material to the Business Assets;

the Assets constitute all of the property and assets necessary for the conduct of the Euroclub business as it is currently being conducted;

Euroclub now holds all permits, licences, consents and authorities issued by any government or governmental authority of Malta, the United States of America, Canada or any other country or any State thereof, or any political subdivision thereof, including, without limitation, any governmental department, commission, bureau, board, or administrative agency, which are necessary or desirable in connection with the ownership of the Business Assets and the conduct and operation of Euroclub's business and Euroclub is not in breach of or default under any term or condition of any thereof except for such breaches or defaults, if any, which, when taken together with any similar breach or default, would not have a material adverse effect singularly or in the aggregate on the ownership of the Business Assets or the conduct and operation of Euroclub's business by the Buyer following Closing;

there is no outstanding work relating to the Business Assets required by any federal, provincial, regional, municipal or local authority bearing jurisdiction or any matters under discussion with any such authority relating to such work;

there is no commitment for any capital expenditure out of the ordinary course of business and in any event there is no capital expenditure for which the Buyer may be liable upon transfer of the Euroclub Shares to the Buyer as contemplated by this Agreement;

since inception, Euroclub has carried on Euroclub's business and conducted its operations and affairs only in the ordinary and normal course, consistent with past practice, and except as contemplated by or pursuant to this Agreement:

there has been no change in the affairs, business, operations or condition of the Business Assets or the Euroclub business, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation of any licence or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except changes occurring in the ordinary course of business and which changes have not materially and adversely affected the Business Assets or the Euroclub business;

except as disclosed, there has not been any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by Euroclub, other than in the ordinary and normal course of the Euroclub business or as disclosed in the financial statements;

except as disclosed, there has not been any licence, sale, assignment, transfer, disposition, pledge, mortgage or granting of a security interest or other Encumbrance on or over any property or assets of Euroclub, other than in the ordinary and normal course of the Euroclub business;

there has not been any proceeding taken by or on behalf of Euroclub to authorize any of the matters referred to above in this Agreement

the Euroclub Financial Statements have been prepared in accordance with IFRS, the balance sheet contained therein present the financial condition of Euroclub as at the date thereof and the statements of income and retained earnings contained in the Euroclub Financial Statements present fairly the results of operations of Euroclub for the periods covered thereby;

on the Closing Date, Euroclub will have delivered to the Buyer the Closing Financial Statements;

Euroclub has duly and timely filed all tax returns required to be filed by it and has paid all income taxes, corporation capital taxes, social services taxes, federal sales taxes, excise taxes, business and property taxes and all other rates, charges, levies, duties, fees, assessments and re- assessments and all other taxes, governmental charges, penalties, interest and fines due and payable to any level of government by it on or before the date hereof; that the federal and provincial tax liabilities of Euroclub have been reviewed and determined by the relevant national authorities and by the relevant state authorities for all fiscal years up to and including the fiscal year ended 2015; that adequate provision has been duly made for taxes payable for the current period and for the fiscal year ended 2016, for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of a tax, governmental charge or deficiency against Euroclub; that there are no actions, suits, proceedings, investigations or claims now pending or, to the best of the Euroclub Officers knowledge, threatened against Euroclub in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charge or assessments asserted by any such authority; that Euroclub has withheld from each payment made to any of its officers, directors and employees, the amount of all taxes, including but not limited to income tax, and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officer within the time required under any applicable tax legislation;

(cc)

all accounts receivable recorded on the books of Euroclub except for those that have been specifically provided for in the books of the Euroclub are bona fide and good and, subject to the allowance for doubtful account reflected in the Closing Financial Statements, collectable without set-off or counterclaim;Assets

(dd)

there is no collective bargaining agreement or certification affecting any employees in respect of the Business Assets and there is no other contract or agreement under which the Buyer may become liable to provide benefits to any of the employees except as disclosed herein;

there is no labour disturbance, grievance, dispute, arbitration or strike involving any employee of the Business Assets existing, pending, or to the best of the knowledge of the Euroclub Officers, threatened;

(ff)

except as disclosed, there are no liabilities, contingent or otherwise, of any kind whatsoever relating to the Business Assets or the Euroclub business arising out of any matter or circumstance existing before Closing Date, whether or not accrued and whether or not determined or determinable, in respect of which Euroclub may become liable after the Closing, except those liabilities:

the trade names and trade marks and all copyrights (registered or unregistered), industrial designs (registered or unregistered), inventories, patents, franchises and licenses presently in use in connection with carrying on the Business Assets and the Euroclub business are beneficially owned or licensed by Euroclub, as the case may be, with the sole and exclusive right to use the same in connection with the Business Assets and Euroclub Officers are not aware of any challenge to any such rights or any action or threat of action by any Person for infringement;

(ii)

all books and records provided by Euroclub pursuant to this Agreement fairly and correctly set out and disclose in all material respects the financial position of the Business Assets to date and all material financial transactions relating to the Business Assets and all of such information has been accurately recorded in all material respects;

(jj)

all information set out in the Schedules to this Agreement is accurate and correct in all material reports;

(kk)

Euroclub does not carry on any business other than the Business Assets and Euroclub has no liability or obligation direct or indirect contingent or otherwise to any Person other than in connection with such Business Assets;

(ll)

except as disclosed, Euroclub has no loans or indebtedness outstanding which have been made to directors, former directors, officers, shareholders and/or employees of Euroclub or to any person or corporation not dealing at arm’s length (as such term is construed under the U.S. Tax Act) with any of the foregoing;

(mm)

all certificates of Euroclub delivered to the Buyer and its representatives pursuant to this Agreement, and the information contained in each, will be determined to be part of the representations and warranties of the Euroclub Officers contained in this Agreement;

(nn)

except as described in the Euroclub Contracts, there are no outstanding warranties, contracts or other obligations with or to customers or other users of the products of the Business Assets and Euroclub is not required to provide any bonding or other financial security arrangements in connection with any transactions with any of its customers or suppliers relating to the Business Assets, whether or not in the ordinary course of business;

(oo)

the list of Current Liabilities as set out in the Financial Statements are true, complete and correct in all material respects and accurately sets out all current liabilities of Euroclub at the Closing Date;

(pp)

from December 31, 2015, to the date hereof Euroclub has not sold or disposed of any material Equipment of Euroclub

(qq)

to the best of the knowledge of the Euroclub Officers, there are no such actions, suits, or proceedings pending or threatened against or affecting Euroclub or any of the Business Assets, at law or in equity or before or by any federal, provincial or municipal or other governmental department authority, court, commission, board, bureau, agency or instrumentality or officer, domestic or foreign, or by or before any arbitrator or arbitration board. To the best of the knowledge of the Sellers, there is no ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. In particular, there are no warranty claims or product liability claims pending or, to the best of the knowledge of the Sellers, threatened, against Euroclub, and there is no ground upon which any such claims might be made with any reasonable likelihood of success; and

on Closing and thereafter no Person will be able to successfully enforce any claim against Euroclub or the Business Assets under any bankruptcy, fraudulent preference or fraudulent conveyance legislation by virtue of or arising out of the transactions contemplated by this Agreement and not by virtue of nor arising as a consequence of the financial position of Euroclub.

upon Closing, and as may be reasonably requested thereafter, Sellers will do and execute, or cause and procure to be made, done and executed, all such further acts, deeds or assurances as may be reasonably required by Buyer whether for more effectually and completely vesting in the Buyer the interest in the Euroclub Shares being hereby conveyed or transferred in accordance with the terms hereof or for the purpose of registration or otherwise;

as soon as Sellers have determined that a state of facts may exist which may result in:

a representation or warranty contained in this Agreement being untrue or incomplete at the Closing; or

any breach of a closing condition;

it will bring such state of facts to the attention of the Buyer;

Sellers will diligently take all reasonable steps required to obtain, before Closing, all necessary releases, waivers, consents and approvals as may be required to validly and effectively transfer control of Euroclub and the Euroclub Shares to Purchaser pursuant to the terms of this Agreement, including:

such written consents and approvals as may be required under the Euroclub Contracts and agreements with respect to the intellectual property;

and all such releases, waivers, consents and approvals will be in a form, and upon such terms, as will be reasonably acceptable to both Euroclub’s Counsel and Buyer’s Counsel;

the Sellers will not in any way damage or harm the goodwill of Euroclub through the making of any representations or other disclosures to third parties regarding Euroclub, its business and affairs, unless required to do so by law or as permitted, in writing, by Buyer; and

Euroclub Officers covenant to and agree with Buyer as follows:

on or before the Closing Date, Euroclub will deliver the Closing Financial Statements to the Buyer;

that between the date hereof and the Closing Date, Euroclub will maintain in full force and effect all policies and contracts of insurance which are now in effect under which any of its Business Assets are insured in all relevant jurisdictions;

Subject to the provisions of Section 20, in the event that the transactions contemplated hereby are completed at the Closing, the Sellers agree to indemnify and hold each of the, Buyer its employees, officers, directors and agents harmless from and against any and all claims, demands, actions, causes of action, liabilities, obligations, damages, costs, fines, penalties or expenses of whatever kind or nature, including lawyers’ costs on a solicitor and client basis and accountants’ fees and expenses, court costs and all other all out-of-pocket expenses, relating to, arising out of or in any way connected with:

the breach of any warranty or the inaccuracy of any representation of Sellers contained or referred to in this Agreement or in any agreement, instrument or document by or on behalf of the Sellers in connection therewith, subject to the time limitations set forth in Section 20 and

the breach of any obligation, covenant or agreement of the Sellers contained in this Agreement, subject only to applicable limitation periods imposed by law.

Subject to the provisions of Section 21, in the event that the transactions contemplated hereby are completed at the Closing, the Buyer agrees to indemnify and hold the Sellers and its employees, officers, directors and agents harmless from and against any and all claims, demands, actions, causes of action, liabilities, obligations, damages, costs, fines, penalties or expenses of whatever kind or nature, including lawyers’ costs on a solicitor and client basis and accountants’ fees and expenses, court costs and all out-of-pocket expenses, relating to, arising out of or in any way connected with:

the breach of any warranty or the inaccuracy of any representation of the Buyer contained in this Agreement subject to the time limitations set forth in Section 21 and

the breach of any obligation, covenant or agreement of the Buyer contained in any other provision of this Agreement subject only to applicable limitation periods imposed by law.

Between the date hereof and the Closing Date, Sellers will, during normal business hours:

(i)

provide to the officers, employees, representatives and professional advisors of Buyer access to the Land and Buildings and to all the books and records of Euroclub and any affiliate thereof;

(ii)

permit all such persons, or cause all such persons to be permitted, to examine the Business Assets as to their construction, maintenance, operating condition and compliance with the description set out in the Schedules to this Agreement and the representations and warranties herein; and

(iii)

co-operate in every way with Buyer and such persons in order to enable Buyer to complete a full and thorough examination and verification of such physical assets and books and records before the Closing Date;

In carrying out such examination and verification, Buyer and such persons will cause as little interference as possible with the operations of Euroclub.

Such examination and verification will, notwithstanding the conduct thereof, in no way affect or limit the scope and extent of the representations, warranties and covenants set out in this Agreement.

The representations and warranties made by the Sellers and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Euroclub Shares provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Buyer or any other person or any knowledge of the Buyer or any person, shall continue in full force and effect for the benefit of the Purchaser, subject to the following provisions of this section:

Except as provided in (b) and (c) of this section, no warranty claim may be made or brought by the Buyer after the date which is two years following the Closing Date;

Any warranty claim which is based or relates to the tax liability of Euroclub for a particular taxation year may be made or brought by the Buyer at any time prior to the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties in respect of such taxation year under applicable tax legislation could be issued, assuming that Euroclub does not file any waiver or similar document extending such period as otherwise determined; and

Any warranty claim which is based upon or relates to the title to the Euroclub Shares or which is based upon intentional misrepresentation or fraud by the Sellers may be made or brought by the Buyer at any time.

Buyer may, at its option, waive in whole or in part any or all of the provisions herein for the benefit of Buyer.

Sellers may, at its option, waive in whole or in part any or all of the provisions herein for the benefit of Sellers.

No waiver pursuant to this section of the whole or any part of any provision will operate as a waiver of any other part thereof or as a waiver of any other provision, and no waiver of the whole or any part of any such provision which is also expressed in this Agreement to be a covenant, representation or warranty will operate so as to waive, diminish the scope of or otherwise affect such covenant, representation or warranty, and all such covenants, representations and warranties will to the extent provided herein remain in full force and effect notwithstanding the Closing.

General releases, in such form provided by Buyer’s counsel and reasonably approved by Seller’s counsel, of all statutory rights, claims and liabilities held by corporate officers or employees against the Business Assets on or before the Closing Date, if such claim or liabilities can in any way affect the Business Assets.

All business records of whatsoever nature and kind relating to the Business Assets.