Exhibit 10.1

Contractors’ Digital RMB Acceptance
Service Agreement V1.0

Party A :(payment agency) La KA La payment Co., Ltd.

Party B :(special merchant) ____________

Through friendly consultation between Party A and Party B, in accordance with the principle of voluntary, mutual benefit and win-win cooperation, and in accordance with relevant laws and regulations, departmental regulations, normative documents, card organization rules, etc., this Agreement is reached for Party A to provide payment services to Party B.

Article 1 both parties confirm that Party A shall provide Party B with the following business services :1. Digital RMB centralized cash register business

☐ Settlement to Digital RMB Wallet

Merchant number, date of reconciliation, date of transaction, time of transaction, amount of transaction, handling fee, currency of transaction, type of business, name of paying operator, order number of merchant, etc

2. other value-added services (_______________)

Article 2 Party A shall have the right to re-examine the acceptance qualification of Party B’s payment business when the name of Party B’s industrial and commercial registration, the main business, the legal representative or the person in charge, the settlement information and other important information change. Party A shall have the right to terminate this Agreement unilaterally when Party A considers that Party B is no longer qualified for acceptance.

Article 3 if Party B fails to conduct transactions for 3 consecutive months, Party A shall have the right to re-examine the identity of Party B’s merchants. If Party B fails to conduct transactions for 12 consecutive months, Party A shall have the right to terminate this Agreement unilaterally.

If Party B has no fixed business place, Party A has the right to require Party B to upload business images or photos regularly.

Article 4 Party A shall be responsible for handling the verified transaction errors or the accounts to be adjusted by Party B in accordance with the relevant provisions of the people’s Bank of China or other error handling. Party A has the right to transfer orders to Party B for doubtful transactions.

Article 5 Party B shall keep all purchase orders and other transaction documents for a period of at least 2 years from the trading day. If the risk loss caused by Party B’s poor preservation of information is borne by Party B.

Article 6 in the event of a transaction dispute, the cardholder’s withdrawal order or Party A’s reasonable reason to determine that the transaction is suspicious, Party A shall have the right to check Party B’s original transaction purchase order and related transaction certification materials, and to photocopy and retain them. Party B shall provide the true transaction acceptance according to the request of Party A. Party B shall provide valid transaction certification materials within 3 working days from the date of Party A’s notice.

Article 7 Party A shall have the right to suspend the settlement of all or part of the transaction funds of Party B for at least 180 days in case of the following circumstances :

Party A shall also have the right to set up the collection limit, suspend the bank card transaction, withdraw the receiving terminal, close the network payment interface, unilaterally and unconditionally terminate this Agreement in the event of the above items 2-7, and Party A shall bear the related losses and risks to Party A. And Party A has the right to submit Party B’s relevant information to the China UnionPay or other card organization risk information sharing system and the China payment and Clearing Association risk information sharing system, and to inform the law enforcement, regulatory authorities and relevant credit agencies that Party B has found that Party B has violated the law and crime. Party A also has the right to report to the public security organ.

Article 8 in the event of the following circumstances, Party A shall have the right to deduct the corresponding amount from Party B’s deposit, deposit and funds to be settled. If the said amount is insufficient, Party B shall make up the difference funds according to Party A’s request. Party A shall have the right to claim against Party B for Party A’s advance or loss caused by Party B.

This clause does not terminate with the termination of the agreement between the two parties. Party A shall have the right to claim from Party B for the losses caused to Party A by this clause during the period of cooperation within the limitation period stipulated by law.

Article 9 In addition to the provisions of this Agreement and the Annex, Party A shall have the right to supervise and administer Party B and take necessary measures in accordance with the contents of various normative documents, such as notices, requirements and guidance issued by the People’s Bank of China, China UnionPay, overseas card organizations and China Clearing Association.

Article 10 all operations of Party B online include operations and transactions on Party A’s website, business system and WeChat service platform. Party B’s login account number and password are important printing and signing for Party A to verify Party B’s identity, and Party B is responsible for confidentiality. All online operations and transactions using Party B’s login account and password shall be regarded as valid entrustment handled by Party B in person and shall have the same legal effect as written entrustment. Party B shall bear full economic and legal responsibility for all online operations and transaction results using Party B’s login account and password.

Article 11 in the course of the implementation of this Agreement, if the relevant regulations of the people’s Bank of China and other relevant regulatory agencies or industry organizations change, resulting in changes in the rules of accepting business or changes in service charges, Party A may negotiate with Party B to change the service fee standard or terms of the Agreement.

Party B understands and agrees that Party A shall initiate a notice of change to Party B by means of announcement on the official website, electronic service channel information push, mail or SMS notification. If Party B does not agree to the contents of the change, it shall stop using Party A’s services; if Party B continues to use Party A’s services after being informed or informed of Party A’s notice of change within a reasonable time limit, It is deemed to agree to change the terms of the agreement.

Article 12 Party B agrees and authorizes Party A to transmit personal information and data compliance to domestic and foreign payment regulators, card organizations, etc.

Article 13 Party B authorizes Party A (or through the partner) to receive and use Party B’s information as follows: to use the information provided by Party B offline or online (including but not limited to the information in the Lakala Business Registration Form, electronic and paper versions of the information submitted by the merchants and other information required by the regulatory authorities) for Party A’s payment business special merchants to enter the network audit, anti-money laundering management, real name system management, wind control evaluation, and to authorize Party A to share Party B’s information with third parties with the qualification of providing verification services by encrypted transmission for consistency comparison and outputting results;

Party B agrees and authorizes the third party to use Party B’s information for verification services and return the verification results to Party A by means of encrypted transmission.

Article 14 if either party violates this Agreement, the other party shall have the right to demand correction within a reasonable time and to claim compensation for the losses suffered as a result. Party B knows and agrees that, unless otherwise provided by laws and regulations, Party A shall be liable for breach of contract only in the month in which its breach of contract occurs, and all proceeds obtained through the cooperation of this Agreement shall be the upper limit.

Article 15. Modification, dissolution and termination of an agreement

1. Party A shall have the right to formulate, amend this Agreement and / or all kinds of rules on an irregular basis in accordance with the regulations and its own business needs and to announce them on Party A’s website or send them to Party B in an appropriate manner. If Party B does not agree to the revised agreement or rules, Party B shall terminate the use of payment services provided by Party A. if Party B continues to use Party A’s payment services, Party B shall be deemed to agree to the revised agreement and rules.

2. Both parties shall have the right to terminate or terminate this Agreement unilaterally as required by the business, but shall notify the other party 30 days in advance.

Article 16 where either party is unable or fails to fully perform its obligations and responsibilities as a result of force majeure, the party subject to force majeure must notify the other party in time and provide the other party with proof of force majeure or other valid documentary evidence within 15(15) days after the occurrence of force majeure.

Article 17 Dispute settlement

1. Any dispute arising between the parties in the course of the performance of this Agreement shall be settled by negotiation first. If the parties fail to settle the dispute through friendly negotiation within 30(30) days after the dispute or inconsistency occurs, Either party may refer the dispute to the Shanghai Arbitration Commission for arbitration in accordance with the arbitration rules of the Association.

2. The entry into force, interpretation, performance and dispute settlement of this Agreement shall be governed by Chinese law.

3. If some of the provisions of this Agreement are found to be invalid by the court or arbitration institution and do not affect the validity of other provisions, other provisions shall remain in force.Article 18 Entry into force of the Agreement

1. This Agreement shall take effect from the date on which both parties affix their official seal or special seal of the contract (if Party B is a natural person, signed by Party B) and shall be valid for one year. If there is no written objection after the expiration of the validity period, this Agreement will be automatically extended for one year each time, and so on. If either party disagrees with the extension, it shall submit a written objection to the other party one month before the expiration of the agreement. In case of conflict with this Agreement, this Agreement shall prevail.

2. The parties may sign a supplementary agreement through consultation. The annex to this Agreement and the Supplementary Agreement are an integral part of this Agreement.

3. Party A and Party B confirm that all the terms of this Agreement are in uniform print form. If both parties agree to add terms, they must affix their seals to the additional terms.

4. After the entry into force of this Agreement, the same business terms signed by both parties shall prevail.

The attachment to this Agreement includes the Lakala User Privacy Policy, which shall be consulted, downloaded and retained by Party B on the official website of Lakala.Article 19 this Agreement is in duplicate, each party holds one copy and has the same legal effect.

Party B declares that Party A has taken reasonable means to draw Party B’s attention to the terms and conditions of this Agreement, the attachment and the contents of the official website, and shall specify in detail; Party B’s signature on this Agreement shall be deemed to agree to the terms of this Agreement, the attachment and the contents of the official website.

4

Exhibit 10.2

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

KBS Fashion Group Limited

(Pursuant to Section 35 of the Business Corporations Act of the Marshall Islands)

KBS Fashion Group Limited, a corporation organized and existing under the laws of the Republic of Marshall Islands (the “Corporation”), does hereby certify:

That pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), by the Amended and Restated Articles of Incorporation of the Corporation (as amended and/or restated from time to time the “Articles of Incorporation”), the Board by unanimous written consent dated April 8, 2021, in accordance with Section 35 of the Business Corporations Act of the Marshall Islands (the “BCA”), duly adopted the following resolutions creating a new series of preferred stock, par value $0.0001 per share (“Preferred Stock”), designated as “Series A Convertible Preferred Stock”:

RESOLVED: That pursuant to the authority vested in the Board by the Articles of Incorporation and the provisions of Section 35(2) of the BCA, a series of Preferred Stock of the Corporation be and hereby is created, and that the designations and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or special rights and qualifications, limitations and restrictions, of such series of Preferred Stock are as follows:

1. Designation and Number; Defined Terms.

The shares of such series of Preferred Stock shall be designated as "Series A Convertible Preferred Stock" (the "Series A Convertible Preferred Stock"). The number of authorized shares of Series A Convertible Preferred Stock shall be 1,500,000 shares, $0.0001 par value per share. The initial stated value amount per share of the Series A Convertible Preferred Stock shall be $ $1.00 per share (as it may be adjusted from time-to-time, the "Stated Value"). For purposes of this Certificate of Designation, Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”), the following definitions shall apply:

“Change of Control” means any sale or transfers of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries that results in the inability of the holders of Common Stock (or other voting stock of the Corporation) immediately prior to such sale, transfer or issuance to designate or elect a majority of the board of directors of the Corporation, any merger, consolidation, recapitalization or reorganization of the Corporation with or into another entity (whether or not the Corporation is the surviving corporation) that results in that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Corporation.

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share.

“Common Stock Equivalents” means any securities of the Corporation which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Date” with respect to any share of Series A Convertible Preferred Stock means any day on which such share is to be converted into Common Stock pursuant to Section 5.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series A Convertible Preferred Stock in accordance with the terms hereof.

“Conversion Price” means the Stated Value per share of a Series A Convertible Preferred Stock, subject to adjustment from time to time as set forth elsewhere herein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Holder” means a holder of Series A Convertible Preferred Stock.

“Initial Issuance Date” means the date on which the first share of Series A Convertible Preferred Stock is issued by the Corporation.

“Person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Principal Market” means the Nasdaq Capital Market.

“Subsidiary” shall mean any corporation, association, partnership, limited liability company or other business entity of which more than fifty percent (50%) of the total voting power is, at the time, owned or controlled, directly or indirectly, by the Corporation or one or more of the other Subsidiaries of the Corporation or a combination thereof.

“Trading Day” means any day on which the Common Stock is traded on the Principal Market.

2. Rank and Dividend Rights. Except as otherwise provided herein, the Series A Convertible Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the Common Stock and any other classes of capital stock of the Corporation. Holders shall have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. In the event that dividends are paid on any share of Common Stock, the Corporation shall pay a dividend on all outstanding shares of Series A Convertible Preferred Stock in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock.

3. Liquidation, Dissolution, or Winding-Down. In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders shall be treated as if all shares of Series A Convertible Preferred Stock had been converted to Common Stock immediately prior to the distribution. A Change of Control transaction shall not be deemed to be a Liquidation for purposes of this Designation.

4. Voting Rights.

(a) Voting Generally. Each Holder shall be entitled to vote with the holders of outstanding shares of Common Stock, voting together as a single class, as-if-converted to Common Stock, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law or by the provisions of Section 4(b) below. In any such vote, each share of Series A Convertible Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such Share is convertible pursuant to Section 5 herein as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Each holder of outstanding Shares of Series A Convertible Preferred Stock shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation’s bylaws.

b. Limitations on Corporate Actions.  Notwithstanding anything to the contrary in Section 4(a) above, as long as any shares of Series A Convertible Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of the then-outstanding shares of Series A Convertible Preferred Stock, consenting or voting (as the case may be) as a separate class from the Common Stock, either directly or by amendment, merger, consolidation or otherwise:

(i) amend its Articles of Incorporation in any manner that adversely affects the rights of the Holders;

(ii) alter or change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Series A Convertible Preferred Stock contained herein or alter or amend this Certificate of Designation; or

(iii) enter into any agreement with respect to any of the foregoing.

5. Conversion.  The Holders shall have conversion rights as follows.

a. Conversion.  Shares of Series A Convertible Preferred Stock shall be convertible at the option of the Holder thereof, in whole or in part, at any time six (6) months after the Initial Issuance Date, without the payment of additional consideration by the Holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Stated Value by the Conversion Price in effect at the time of such conversion.

b. Beneficial Ownership Limitation. Notwithstanding anything to the contrary set forth in this Certificate of Designation, in no event may the Holder convert any shares of the Series A Convertible Preferred Stock into shares of Common Stock if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).

c. Limitation on the Conversion Subject to the Compliance with the Nasdaq Listing Rules. Notwithstanding anything to the contrary set forth in this Certificate of Designations, and in addition to the limitation on conversion set forth in Section 5(b) above, if the Corporation determines that the conversion of all or a portion of the Series A Convertible Preferred Stock owned by the Holders into shares of Common Stock will result in the number of Common Stock issuable upon such cumulative conversion, when aggregated with all other shares of Common Stock, will equal or more exceed twenty (20%) percent of the then issued and outstanding shares of Common Stock, such cumulative conversion shall be not allowed until the Corporation obtains the affirmative vote for such issuance from the holders of not less than fifty (50%) of the outstanding shares of Common Stock, together with the Holders, voting together as a single class on the as-converted basis (the “Shareholder Approval”) required by the listing rules of the Principal Market, provided further that if such conversion will result in the issuance of the number of shares of Common Stock equal to ten (10%) or more of the then issued and outstanding shares of Common Stock, although Shareholder Approval shall not be required, but no such conversion shall be effected until the earlier of fifteen calendar days from the date of the submission of a Listing of Additional Shares Form in compliance with the requirements of the Principal Market, and subject to any other applicable laws.

d. Notice of Conversion. Subject to compliance with the provisions of this Section 5, a Holder shall effect a conversion by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”).  Each Notice of Conversion shall specify the number of shares of Series A Convertible Preferred Stock to be converted, the number of shares of Series A Convertible Preferred Stock owned prior to the conversion at issue, the number of shares of Series A Convertible Preferred Stock owned subsequent to the conversion at issue and the Conversion Date on which such conversion is to be effected, which date may not be less than two Trading Days prior to the date the Holder delivers such Notice of Conversion to the Corporation.  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder.  To effect conversions of shares of Series A Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series A Convertible Preferred Stock to the Corporation unless all of the shares of Series A Convertible Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series A Convertible Preferred Stock with the Notice of Conversion.

e. Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock.  In lieu of any fractional shares to which the Holder would otherwise be entitled, the Corporation shall, in its sole discretion, either pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors, or round-up to the next whole number of shares.  Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Convertible Preferred Stock the Holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

f. Mechanics of Conversion. Subject to compliance with limitations set forth in Sections 5(b) and 5(c), no later than ten (10) Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall issue, or cause to be issued, to the converting Holder the number of shares of Common Stock being acquired upon the conversion of shares of Series A Convertible Preferred Stock, in either (i) uncertificated book-entry form on the stock ledger of the Corporation or (ii) a stock certificate evidencing the shares of Common Stock, and shall send to the registered holder of such shares of Common Stock any notice or statement required by the applicable laws or said certificate. All shares of Series A Convertible Preferred Stock which shall have been converted as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Share Delivery Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor as provided herein, and, if applicable, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided herein.

g. Reservation of Shares Issuable upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Convertible Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series A Convertible Preferred Stock.  The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue in accordance with the terms herein, be duly authorized, validly issued, fully paid and nonassessable.

6. Certain Adjustments.

a. Subdivision or Combination of Stock. If, at any time while the Series A Convertible Preferred Stock is outstanding, the Corporation shall subdivide (whether by way of stock dividend, stock split or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Corporation shall be combined (whether by way of stock combination, reverse stock split or otherwise) into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. The Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 6(a).

b. Dividends in Stock, Property, Reclassification. If, at any time while the Series A Convertible Preferred Stock is outstanding, the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the conversion of the Series A Convertible Preferred Stock) shall have received or become entitled to receive, without payment therefore:

(i) any Common Stock Equivalents, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or

(ii) additional stock or other securities or property by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 6(a) above),

then and in each such case, the Series A Conversion Price shall be adjusted proportionately, and the Holder hereof shall, upon the conversion of the Series A Convertible Preferred Stock, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property that such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. The Series A Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 6(b).

c. Change of Control At any time while the Series A Convertible Preferred Stock is outstanding, if any Change of Control shall be effected, then lawful and adequate provisions shall be made by the Corporation whereby the Holders shall thereafter have the right to receive (in lieu of the shares of the Common Stock of the Corporation immediately theretofore receivable upon the conversion of the Series A Convertible Preferred Stock) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full conversion of the Series A Convertible Preferred Stock. In the event of the Change of Control, appropriate provision shall be made by the Corporation with respect to the rights and interests of the Holders to the end that the provisions hereof shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion thereof.

7. Status of Series A Convertible Preferred Stock Converted or Reacquired. Shares of Series A Convertible Preferred Stock converted into Common Stock or reacquired by the Corporation in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of the laws of Marshall Islands) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series, and may be redesignated and reissued as part of any series of the preferred stock.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, this Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock has been executed by a duly authorized officer of the Corporation on this 8th day of April, 2021.

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES

OF

SERIES A CONVERTIBLE PREFERRED STOCK)

The undersigned hereby elects to irrevocably exercise the right to convert the number of shares of Series A Convertible Preferred Stock indicated below into shares of common stock, $0.0001 par value per share (the “Common Stock”), of KBS FASHION GROUP LIMITED, a corporation organized and existing under the laws of the Marshall Islands (the “Corporation”), according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation.  No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion:                                                                                                                                                    

Number of shares of Series A Convertible Preferred Stock owned prior to Conversion:                                            

Number of shares of Series A Convertible Preferred Stock to be Converted:                                                               

Stated Value of shares of Series A Convertible Preferred Stock to be Converted:                                                       

Number of shares of Series A Convertible Preferred Stock to be

owned subsequent to Conversion:                                                                                                                                       

Exhibit 10.3

April 6, 2021

KBS FASHION GROUP LIMITED

Xin Fengge Building

Yupu Industrial Park

Shishi City, Fujian Province 362700

People’s Republic of China

Re: Lock-Up Agreement

Ladies and Gentlemen:

Reference is hereby made to the Subscription Agreement dated the date hereof between KBS Fashion Group Limited, a corporation incorporated in the Republic of the Marshall Islands, and the undersigned. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in said Subscription Agreement.

The undersigned Subscriber hereby agrees that for a period (the “Lock-Up Period”) of two (2) years following the Closing, the Subscriber will not, without the prior written consent of the Company, directly or indirectly,

(1) offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any of the Shares, or any securities convertible into or exercisable or exchangeable for the Shares (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Exchange Act (such shares or securities, the “Beneficially Owned Shares”);

(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Beneficially Owned Shares, the Shares, or any securities convertible into or exchangeable for the Shares, regardless of whether any such transaction described herein is to be settled by delivery of the Shares or such other securities, or by delivery of cash or otherwise; or

(3) make any demand for, or exercise any right with respect to, the registration of any of the Shares, Beneficially Owned Shares, or any security convertible into or exercisable or exchangeable for the Shares or Beneficially Owned Shares.

Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of the Company. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.  None of the restrictions set forth in this Lock-Up Agreement shall apply to shares of Common Stock acquired in open market transactions after the date hereof. In addition, if the undersigned is a partnership, limited liability company, trust, corporation or similar entity, it may distribute the Common Stock or Beneficially Owned Shares to its partners, members or stockholders; provided, however, that in each such case, prior to any such transfer, each transferee shall execute a duplicate form of this Lock-Up Agreement or execute an agreement, reasonably satisfactory to the Company, pursuant to which each transferee shall agree to receive and hold such Common Stock or Beneficially Owned Shares subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof.

The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Shares or Beneficially Owned Shares even if such Shares or Beneficially Owned Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Shares or Beneficially Owned Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares or Beneficially Owned Shares.

The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of securities of the Company held by the undersigned during the Lock-Up Period (as may have been extended pursuant hereto), except in compliance with this Lock-Up Agreement.

The undersigned understands that, if the Subscription Agreement executed by Subscriber does not become effective, or if the offering by the Company of the Shares shall expire, terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or if the Subscription Agreement has not been executed within thirty (30) days of the date hereof, this Lock-Up Agreement shall be terminated and the undersigned shall be released from all obligations under this Lock-Up Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.