SHARE CONTRIBUTION AGREEMENT


THIS AGREEMENT
is made and entered on December 30, 2019 by and between Koichi Ishizuka, (the "Transferor") and OFF Line International,
Inc., a Delaware corporation ( the "Transferee");


WHEREAS,
the Transferor is the one hundred percent (100%) of record owner and holder of the issued and outstanding shares of the capital
stock of OFF Line Japan Co., Ltd, a Japan corporation, (“OFF Line Japan”) which the Transferor has issued capital stock
of 100 shares of no par value common stock; and


WHEREAS,
the Transferee desires to acquire from the Transferor and the Transferor desires to .transfer to the Transferee 100 shares of common
stock of OFF Line Japan (the “OFF Line Japan’s Stock”) without consideration, upon the terms and subject to the
conditions hereinafter set forth;


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the transfer of
the OFF Line Japan's Stock aforementioned, it is hereby agreed as follows:


1. TRANSFER.
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Transferor
shall convey, transfer, and deliver to the Transferee certificates representing the OFF Line Japan's Stock, and the Transferee
shall acquire from the Transferor the OFF Line Japan's Stock without consideration. The closing of the transactions contemplated
by this Agreement ("Closing") shall be held at Osaka, Japan, on December 30, 2019, or such other place, date and time
as the parties hereto may otherwise agree.


2. EFFECTIVE
DATE. The effective date of this Agreement shall be December 30, 2019.


3. REPRESENTATIONS
AND WARRANTIES OF SELLER. The Transferor hereby warrants and represents:


(a) Organization
and Standing. OFF Line Japan is a corporation duly organized, validly existing and in good standing under the laws of Japan
and has the corporate power and authority to carry on its business as it is now being conducted.


(b) Restrictions
on Stock.


i. The Transferor
is not a party to any agreement, written or oral, creating rights in respect to the OFF Line Japan's Stock in any third person
or relating to the voting of the OFF Line Japan's Stock.


ii. Transferor
is the lawful owner of the OFF Line Japan's Stock, free and clear of all security interests, liens, encumbrances, equities and
other charges.


iii. There are
no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to
subscribe of any character relating to the stock, nor are there any securities convertible into such stock.


4. REPRESENTATIONS
AND WARRANTIES OF TRANSFEROR AND TRANSFEREE. The Transferor and the Transferee hereby represent and warrant that there has
been no act or omission by he Transferor, the Transferee or OFF Line Japan which would give rise to any valid claim against any
of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated
hereby.


5. GENERAL
PROVISIONS


(a) Entire Agreement.
This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to
the subject matter hereof.


(b) Sections
and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.


(c) Governing
Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with
the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Tokyo, Japan. In the event that litigation results from or arises out of this Agreement
or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party
may be entitled.


 


IN WITNESS
WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.


 


Signed, sealed and delivered in the
presence of:


 


Transferor: Koichi Ishizuka


By: /s/ Koichi Ishizuka






Transferee: OFF Line International,
Inc.


By: /s/ Koichi Ishizuka

President, CEO and Director