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Share Exchange Agreement Template

12.4.2021

5.14 This share transfer contract can be executed either as an original or in addition to a pendant. THIS SHARE EXCHANGE AGREEMENT (this “Share Exchange Agreement”), which will take effect on October 26, 2020 (effective date), will be entered into by and between Bare Metal Standard, Inc., a listed company created pursuant to Florida State law (the “Corporation”), and American-Swiss Capital, Inc., a private company created in accordance with Florida state laws. , and the shareholders of AS Capital, represented by the shareholders of American-Swiss Capital, Inc. (the “AS Capital Shareholders”) as described in Schedule A and as signatories. 4. RESULTS OF THE FORMALITÉ IT is agreed that if the planned transfer of shares will not be effective due to a lack of formalities (including, but not only the incorrect registration of the transfer in the company`s registers or following a refusal by the directors of the company whose shares are transferred), the transfer of all economic shares of the shares by the creation of a trust in favour of the beneficiary in which the shares form the subject, and the assignor is the agent. 5.13 In the event that a clause (or part of a clause) is found to be unlawful or invalidated by a competent court or other legal authority, this has only the effect of nullity and absence of that clause (or part of a clause) and will not invalidate that share transfer contract entirely. 5.4 Each contracting party heres all the necessary powers and authorizations to enter into this share transfer agreement. 5.8 Each party ensures that it does not take any action that could affect, obstruct or affect the obligations of the other party set out in this share transfer agreement. 5.5 Each contracting party heressover states that it is not aware of any issues under its control that could have a negative or adverse effect on the performance of its obligations under this share transfer agreement.

5.10 Unless the text of a clause and the entire share transfer contract indicate that a specific clause must mean something other than: all words that are only in the singular are considered plural (and vice versa) and all words indicated in a given sex are considered to be all sexes and all terms that refer to any form of person or person , are considered to be both legal entities (for example. B companies) and individuals (and vice versa). This SHARE EXCHANGE AGREEMENT (this “agreement”) will be concluded on October 21, 2020 by and between QDM International Inc., a Florida company (“QDM”), QDM Holdings Limited, a British company in the Virgin Islands (“QDM BVI”) and Huihe Zheng, the sole shareholder of QDM BVI (the “QDM BVI-Aktioner”). 1.3 The transfer takes effect with the execution of this share transfer contract and the payment of the amount covered in point 2.

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