Definitive Share Exchange Agreement


This amended and adapted share exchange agreement (this “Agreement”) is entered into on or after the foregoing date (“Effective Date”) by and between (i) Harvest FINCO, Inc., formerly known as Harvest Enterprises, Inc., a Delaware corporation (the “Buyer”);; (ii) San Felasco Nurseries, Inc., a Florida company (“Acquired Company”), (iii) each shareholder of the Acquired Company that achieves adhering to this Agreement (a “Seller” and, together, the “Sellers”) and (iv) Marc Meisel, exclusively in his or her capacity as Seller`s representative (“Seller`s Representative”). Each of the acquired businesses, the sellers and the seller`s representatives may be designated jointly as “parties to the acquired business” and separately as “part of the acquired business”. Any buyer and any acquired party may be referred to collectively as “parties” and separately as “party”. The final sales contract replaces all prior agreements and understandings, both orally and in writing between buyer and seller. A CCA is sometimes referred to as a “share purchase agreement” or a “definitive merger agreement.” This share exchange agreement will be entered into as of October 21, 2020 by and between QDM International Inc., a Florida company (“QDM”), QDM Holdings Limited, a British Virgin Islands company (“QDM BVI”) and Huihe Zheng, sole shareholder of QDM BVI (the shareholder of QDM BVI). It is also proposed that, in parallel with the closing of the transaction, the resulting issuer`s ordinary shares be consolidated on the basis of one (1) post-consolidation shares for two and a half shares (2.5) prior to consolidation (the “Consolidation”).