Exhibit 10.2


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of October 31, 2017 by and between National Art
Exchange, Inc., a Nevada corporation (the “Company”) and National Art Exchange LLC, a Delaware company, or its designee
(s) (collectively, the “Investor”).


 


W I T N E S S E T H :


 


WHEREAS, the Company
and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by virtue of the provisions of Section 4(a)(2), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended; and


 


WHEREAS, the
Investor wishes to purchase, and the Company wishes to sell, upon the terms stated in this Agreement, an aggregate number of 100,000,000
shares of Common Stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $320,000 (the
“Purchase Price”);


 


NOW, THEREFORE,
in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.           Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


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


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common Control with, such Person.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing Date”
has the meaning set forth in Section 3.


  


“Company Plan”
means any “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), whether or not subject to ERISA), “multiemployer plans” (within the meaning
of ERISA section 3(37)), and all stock purchase, stock option, phantom stock or other equity-based plan, severance, employment,
collective bargaining, change-in-control, fringe benefit, bonus, incentive, deferred compensation, supplemental retirement, health,
life, or disability insurance, dependent care and all other employee benefit and compensation plans, agreements, programs, policies
or other arrangements, whether or not subject to ERISA, whether formal or informal, written or oral, legally binding or not, under
which any current or former employee, director or consultant of the Company or its Subsidiaries (or any of their dependents) has
any present or future right to compensation or benefits or the Company or its Subsidiaries sponsors or maintains, is making contributions
to or has any present or future liability or obligation (contingent or otherwise) or with respect to which it is otherwise bound.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after having conducted a reasonable inquiry.


   


“Confidential Information”
means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes,
procedures and techniques, research and development information, computer program code, performance specifications, support documentation,
drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).


 






     


     


    

 


“Control”
(including the terms “controlling,” “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Governmental Entity”
means any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial,
arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body.


  


“Intellectual Property”
means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and
whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans
and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable
works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including
but not limited to data, data bases and documentation).


  


“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or
otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to
perform its obligations under the Transaction Documents.


 


“Material Contract”
means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which
is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were
required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


         


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Per Share Purchase
Price” equals $0.0032, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“SEC Filings”
has the meaning set forth in Section 4.6.


 


“Shares”
has the meaning set forth in the Recitals above.


 


“Securities”
means the Shares. 


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction Documents”
means this Agreement and all exhibits and schedules hereto and thereto. 


 


2.           Purchase
and Sale of the Securities. Subject to the terms and conditions of this Agreement, on the Closing Date, the Investor shall
purchase, and the Company shall sell and issue to the Investor, the Securities in exchange for the aggregate Purchase Price.


  


3.           Closing.


 


3.1       The
closing (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of
Hunter Taubman Fisher & Li LLC in New York, New York, on the delivery of executed copies of this Agreement by all the parties
and other deliveries as set forth in Section 3, or such other date and time as the Parties may mutually determine (the “Closing
Date”).


 


3.2       On
or prior to the Closing Date, (i) the Investor shall pay its Purchase Price which shall be the result of the number of shares of
Common Stock set forth in column (3) on the Schedule of Investors multiplied by the Per Share Purchase Price to the Company, by
wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company
shall cause its transfer agent to issue the Shares to such Investor or its designee(s) such aggregate number of Common Stock that
such Investor is purchasing as is set forth opposite such Investor’s name in column (3) on the Schedule of Investors.


 






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3.3       Closing
conditions:


 


(a)        The
representations and warranties of the Company and the Investor contained in this Agreement shall be true and correct as of the
date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (except to the extent expressly made
as of an earlier date, in which case as of such earlier date).


 


(b)       No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


(c)       The
Investor shall have delivered to the Company: (i) this Agreement duly executed; and (ii) such Investor’s Purchase Price by
wire transfer to the account as specified in writing by the Company.


  


4.           Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth in the
schedules delivered herewith (collectively, the “Disclosure Schedules”) or in the SEC Filings:


 


4.1           Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation or other organization duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or
other power and authority to carry on its business as now conducted and to own or lease its properties. Each of the Company and
its Subsidiaries is duly qualified to do business as a foreign corporation or other organization and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary
unless the failure to so qualify or to be in good standing has not had and could not reasonably be expected to have a Material
Adverse Effect


 


4.2           Authorization.
The Company has full power and authority, and all requisite action has been taken on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance and delivery
of the Securities. The Transaction Documents constitute, or upon the execution and delivery thereof by the Company will constitute,
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally and to general equitable principles.


  


4.3           Capitalization. Schedule
4.3 sets forth (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding;
(c) the number of shares of capital stock issuable pursuant to the Company’s stock plans and the number of options or other
awards outstanding under such plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant
to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock
of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly
issued and are fully paid, nonassessable and free of pre-emptive rights. Except as described on Schedule 4.3, all of
the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully
paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities
law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or
other adverse claim. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory
or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are
no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which
the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated
by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity
securities of any kind. Except as described on Schedule 4.3, there are no voting agreements, buy-sell agreements, option
or right of first purchase agreements or other agreements of any kind among the Company and any of the security holders of the
Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 , no Person
has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or
in connection with the registration of securities of the Company for its own account or for the account of any other Person.


  


The issuance and sale of
the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person
(other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding
security.


 


The Company does not have
outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the
right to purchase any equity interest in the Company upon the occurrence of certain events.


 






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4.4           Valid
Issuance. The Securities have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will
be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those
created by the Investor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities
laws; when the Shares are issued in accordance with the terms hereof and thereof, the holders will be entitled to all rights accorded
to a holder of Common Stock and will be the record and beneficial owners of all of such securities and have good and valid title
to all of such securities, free and clear of all encumbrances.


   


4.5           Consents.
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities
require no consent of, action by or in respect of, or filing with, any Person or Governmental Entity other than filings that have
been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities
laws which the Company undertakes to file within the applicable time periods..


 


4.6           Delivery
of SEC Filings. The Company has made available to the Investor through the EDGAR system, true and complete copies of the Company’s
most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2016 (the “10-K”), and all other
reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively,
the “SEC Filings”).


 


4.7           Use
of Proceeds. The net proceeds of the sale of the Securities hereunder shall be used by the Company for general corporate purposes.


 


4.8           No
Material Adverse Change. Since September 30, 2016, except as identified and described in the SEC Filings or as described on Schedule
4.8, there has not been:


 


	 	(i)	any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2016, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;



 


	 	(ii)	any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company, or any redemption or repurchase of any securities of the Company;


 


	 	(iii)	any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;


 


	 	(iv)	any waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed to it;


 


	 	(v)	any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or a Subsidiary, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);


 


	 	(vi)	any change or amendment to the Company’s Certificate of Incorporation or Bylaws, or material change to any material contract or arrangement by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;


 


	 	(vii)	any material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 


	 	(viii)	any material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;


 


	 	(ix)	the loss of the services of any executive officer, other key employee, or material change in the composition or duties of the senior management of the Company or any Subsidiary;


 


	 	(x)	the loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect; or


 


	 	(xi)	any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 






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4.9           No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under the Company’s Certificate of Incorporation or the Company’s Bylaws, both
as in effect on the date hereof (true and complete copies of which have been made delivered to the Investor or made available to
the Investor through the EDGAR system), (ii) result in any material conflict with or material breach or violation of any statute,
rule, regulation or order of any Governmental Entity or any court, domestic or foreign, having jurisdiction over the Company, any
Subsidiary or any of their respective assets or properties, or (iii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse
claim upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, except for such as have
not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.


    


4.10           Title
to Properties. Except as disclosed in the SEC Filings, the Company and each Subsidiary has good and marketable title to all
real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them;
and except as disclosed in the SEC Filings, the Company and each Subsidiary holds any leased real or personal property under valid
and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof
by them.


 


4.11           Certificates,
Authorities and Permits. The Company and each Subsidiary possess adequate certificates, authorities or permits issued by appropriate
Governmental Entities necessary to conduct the business now operated by it in all material respects, and neither the Company nor
any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authority
or permit necessary to conduct the business now operated by it in all material respects.


 


4.12           Labor
Matters.


 


(a)           The
Company is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. The Company
has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights
of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment,
or employees’ health, safety, welfare, wages and hours.


 


(b)           (i)
There are no labor disputes existing, or to the Company’s Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company’s employees, and to the Company’s Knowledge,
the Company enjoys good labor and employee relations with its employees.


 


4.13           Intellectual
Property. The Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary
for the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted.


  


4.14           Litigation.
Except as disclosed in the SEC Filings, there are no pending actions, suits or proceedings against or affecting the Company, its
Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings are
threatened or contemplated..


   


4.15           Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the
Company and its Subsidiaries as of the dates shown and their consolidated results of operations and cash flows for the periods
shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles
applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in
the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial
statements of the Company included in the SEC Filings filed prior to the date hereof, neither the Company nor any of its Subsidiaries
has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as
to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate,
have had or could reasonably be expected to. have a Material Adverse Effect.


  


4.16           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than as described in Schedule
4.16.


 






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4.17           No
General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general
advertising in connection with the offer or sale of any of the Securities.


  


4.21           No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions
contemplated hereby or would require registration of the Securities under the 1933 Act.


 


4.22           Private
Placement. Assuming the accuracy of the Investor’ representations and warranties set forth in Section 5, no registration
under the 1933 Act is required for the offer and sale of the Securities by the Company to the Investor as contemplated hereby.
Based in part on the accuracy of the representations of the Investor in Section 5 and pursuant to applicable state securities laws,
the offer, sale and issuance of the Securities to be issued pursuant to and in conformity with the terms of this Agreement, will
be issued in compliance with all applicable federal and state securities laws. Neither the Company nor any of its affiliates, nor
any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
under the 1933 Act) in connection with the offer or sale of any of the Securities.


 


4.23           Intentionally
omitted.


 


4.24           Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


4.25       Acknowledgment
Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that each of the Investor is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Investor’ purchase of the Securities. The Company further represents to
the Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives


 


 5.           Representations
and Warranties of the Investor. The Investor hereby makes the following representations and warranties to the Company as of
the date hereof, with respect solely to itself and not with respect to any other Investor:


 


5.1           Organization
and Existence. If the Investor is an entity, such Investor is a corporation, partnership or limited liability company duly
incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.


 


5.2           Authorization.
The execution, delivery and performance by the Investor of the Transaction Documents has been duly authorized and each will constitute
the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with their respective
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally and to general equity principles.


 


5.3           Purchase
Entirely for Own Account. The Investor is acquiring the Securities solely for its own account for the purpose of investment
and not with a view to or for sale in connection with a distribution. The Investor does not have any present intention of selling,
granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to the
Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable
federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by any Investor to hold
the Securities for any period of time. The Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity
engaged in a business that would require it to be so registered.


   


5.4           Investment
Experience. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of
the investment contemplated hereby. The Investor further acknowledges that the purchase of the Securities involves substantial
risks.


 






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5.5           Disclosure
of Information. The Investor has had an opportunity to receive all information related to the Company requested by it and
to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the
offering of the Securities as such Investor or such Investor’s qualified representative have found necessary to make an
informed investment decision to purchase the Securities hereunder. The Investor represents that such Investor has reviewed the
Commission Documents and has been given full and complete access to the Company for the purpose of obtaining such information
as such Investor or its qualified representative has reasonably requested in connection with the decision to purchase the Securities.
The Investor acknowledges that it has access to the Company’s publicly available reports and registration statements filed
with the Commission prior to the Closing via the internet at www.sec.gov.
The Investor is satisfied that it has received adequate information with respect to all matters which it or its advisors, if any,
consider material to its decision to make this investment. Neither such inquiries nor any other due diligence investigation conducted
by Investor shall modify, limit or otherwise affect an Investor’s right to rely on the Company’s representations and
warranties contained in this Agreement.


 


5.6           Restricted
Securities. The Investor understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only
in certain limited circumstances.


 


5.7           Legends.
The Investor understands that, except as provided below, certificates evidencing the Securities shall bear the following or any
similar legend:


 


(a)           “The
securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may
not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended,
(ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory
to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.”


 


(b)           If
required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such
state authority.


 


5.8           [Intentionally
Omitted]


  


5.9           No
General Solicitation. The Investor did not learn of the investment in the Securities as a result of any general solicitation
or general advertising.


 


5.10           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Investor.


 


5.11           No
Undisclosed Relationship. The Investor does not have any business or personal relationship with any person or group that has
filed a Schedule 13D or Schedule 13G with the SEC in respect of the Company’s securities at any time.


 


5.12           
Rule 144. Such Investor understands that the Securities must be held indefinitely unless the Shares are registered
under the 1933 Act or an exemption from registration is available. Such Investor acknowledges that such Investor is familiar with
Rule 144, of the rules and regulations of the Commission, as amended, promulgated pursuant to the 1933 Act (“Rule 144”),
and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Investor understands
that to the extent that Rule 144 is not available, such Investor will be unable to sell any Securities without either registration
under the 1933 Act or the existence of another exemption from such registration requirement.


 


5.13       General.
Such Investor understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration
requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability
of such exemptions and the suitability of such Investor to acquire the Securities.


 


5.14       Independent
Investment. Except as may be disclosed in any filings with the SEC by the Investor under Section 13 and/or Section 16 of the
1934 Act, no Investor has agreed to act with any other Investor for the purpose of acquiring, holding, voting or disposing of the
Securities purchased hereunder for purposes of Section 13(d) under the 1934 Act, and the Investor is acting independently with
respect to its investment in the Securities.


 



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5.15       No
Conflicts. The execution, delivery and performance of this Agreement and each of the other Transaction Documents to which
such Investor is a party and the consummation by such Investor of the transactions contemplated hereby and thereby or relating
hereto do not and will not (i) result in a violation of such Investor’s charter documents, bylaws, operating agreement,
partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of any agreement, indenture or instrument or obligation to which such Investor is a party or by which its properties
or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to such Investor or its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on such Investor). Such Investor is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement or any other Transaction Document to which such
Investor is a party or to purchase the Securities in accordance with the terms hereof, provided, that for purposes of the representation
made in this sentence, such Investor is assuming and relying upon the accuracy of the relevant representations and agreements
of the Company herein.


 


5.16       [Intentionally
Omitted]


 


5.17       Confidential
Information. The Investor agrees that such Investor and its employees, agents and representatives will keep confidential and
will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information
which such Investor may obtain from the Company pursuant to financial statements, reports and other materials submitted by the
Company to such Investor pursuant to this Agreement, unless such information is (i) known to the public through no fault of such
Investor or his or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement;
(iii) becomes known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed
to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction;
provided, however, that a Investor may disclose such information (i) to its attorneys, accountants and other professionals in
connection with their representation of such Investor in connection with such Investor’s investment in the Company, (ii)
to any prospective permitted transferee of the Securities, or (iii) to any general partner or affiliate of such Investor, so long
as the prospective transferee agrees to be bound by the provisions of this Section 5.17.


 










6.            [Intentionally
Omitted]


 


7.            Survival
and Indemnification.


 


7.1           Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement for a period of three (3) years following the Closing Date.


 


7.2           Indemnification.
The Company agrees to indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, trustees,
partners, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the
costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of
any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction
Documents. The Investor severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers,
affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses
(including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result
of any breach of the representations, warranties or covenants made by such Investor herein. The maximum aggregate liability of
the Investor pursuant to its indemnification obligations under this Article 7 shall not exceed the portion of the Purchase Price
paid by such Investor hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover
consequential or punitive damages resulting from a breach or violation of this Agreement.


 






    	 	8	 



     


    

 


7.3           Conduct
of Indemnification Proceedings. Any person entitled to indemnification (the “Indemnified Party”)
hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and
(ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party at any time within twenty (20) days after such notice is provided and conditioned on the indemnifying party assuming full
responsibility for any Losses resulting from such claim; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


  


8.           Miscellaneous.


 


8.1           Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor,
as applicable, provided, however, that the Investor may assign its rights and delegate its duties hereunder
in whole or in part to an Affiliate; provided, that such Affiliate agrees to the restrictions set forth in Section
6. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns
of the parties. Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation,
share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of
another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed
to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person
and the term “Securities” shall be deemed to refer to the securities received by the Investor in connection with such
transaction. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


  


8.2           Counterparts;
Faxes; Email. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Agreement may be delivered by facsimile or other form of electronic
transmission, including the sending of an electronic scan of an original by email, which shall be deemed an original.


 


8.3           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


8.4           Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telecopier or email, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited with the United States Postal Service in first class mail, postage prepaid,
and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day
after delivery to such carrier in the United States. All notices shall be addressed to the party to be notified at the address
as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:


  


If to the Company:


 


National Art Exchange, Inc.


200 Vesey Street, 24Fl, Unit 24196


New York


NY 10080


Attention: Qiliang Zheng


Fax Number: +1 646-512-5855


 


If to the Investor:


Address on the signature page  


 


8.5           Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the parties hereto and
their respective successors and permitted assigns.


 






    	 	9	 



     


    

 


8.6           Publicity.
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by
the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor)
or the Investor (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld),
except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange
or securities market, in which case the Company or the Investor, as the case may be, shall allow the Investor or the Company, as
applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement
in advance of such issuance.


 


8.7           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


  


8.8           Entire
Agreement. This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


 


8.9           Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


8.10           Construction.
The parties agree that they and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 


8.11        Specific
Enforcement. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of
the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and
provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.   


 


8.12       Replacement
of Securities. If any certificate or instrument evidencing any Security is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Security. If
a replacement certificate or instrument evidencing any Security is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


8.13       Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars (“US Dollars”).
All amounts owed under this Agreement or any Transaction Document shall be paid in US Dollars.


 


8.14       Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER.


 


[Signature Page Follows]


 



    	 	10	 



     


    

 





IN WITNESS WHEREOF, the parties have
executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


 


	The Company:  	NATIONAL ART EXCHANGE, INC.
	 	 
	 	By: 	            
	 	Name: Qingxi Meng
	 	Title:   CEO
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


  



    	 	11	 



     


    

 





[INVESTOR SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


  


IN WITNESS WHEREOF, the
undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


 


	Name of Investor:	National Art Exchange LLC
	 	 
	Signature of Authorized Signatory of Investor:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	 
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	
        Address for Notice to Investor:

        
	



  


Address for Delivery of Securities to Investor (if not same as address
for notice):


 


Purchase Price: $320,000


 


Shares: 100,000,000





 



     


     


    

 


SCHEDULE
OF INVESTORS


  


	(1) 	 	(2)	 	 	(3)		 	 	(4)	
	Investor 	 	Address	 	 	Number of
 Common
 Shares	 	 	 	 Purchase
 Price    	 
	 	 	 	 	 	 	 	 	 	 	 
	National Art Exchange LLC 	 	3500 South Dupont Highway, Dover, DE 19901	 	 	100,000,000	 	 	$	320,000	 
	Total	 	 	 	 	100,000,000	 	 	$	320,000