Exhibit 10.1


 


PURCHASE
AND SALE AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made this 25th day of May, 2018, by and between National Art Exchange, Inc., a Nevada
corporation (the “Buyer” or the “Company”), and Chinese Culture Exchange Holdings Limited, a company formed
under the laws of Hong Kong, the owner of eighty-three separate works of art located at Zhong He Tang Museum, 176 Qifeng Road,
Dong Guan City, Guangzhou, China, as described and identified on Schedule A attached herein (the “Work”).


 


The
parties agree as follows:


 


1. Sale.
The Seller agrees to sell the Work to the Buyer, and the Buyer agrees to buy the Work from the Seller, subject to the terms and
conditions set forth in this Agreement and Schedule A.


 


2. Purchase
Price, Manner of Payment, Transfer of Ownership and Relocation. The purchase price of the Work is $3,995,460,000 RMB (equivalent
to approximately $627,023,919 U.S. dollars) (the “Purchase Price”), paid in shares of the Buyer’s common stock
par value $0.001 per share, at a negotiated per share price of $12.00. The Buyer will pay the Purchase Price by issuing an aggregate
of 52,251,993 shares of the Buyer’s common stock (the “Transaction Securities”) in two installments and delivering
stock certificates thereof to the Seller as set forth below. The Buyer shall promptly deliver the first installment of 26,125,996
shares of the Buyer’s common stock upon due execution of this Agreement and the balance of the Transaction Securities promptly
upon the Seller’s delivery to the Buyer of all the Related Documents as defined in Section 14 herein and the Company’s
increase of its authorized common stock by filing a certificate of amendment to its articles of incorporation with the Secretary
of the State of Nevada. On the date of this Agreement, each of the Seller and Purchaser shall deliver or cause to be delivered
to each other a copy of this Agreement duly signed by such Seller and Purchaser with the Purchase Price set forth herein and on
the signature page. 


 


The
Seller shall use commercially reasonable method, such as sufficient anti-theft security and thermal and humidity control, to store
and maintain the Work in order to keep the Work in good condition. The Seller shall ensure that the Work is properly and sufficiently
insured at all time and beyond this Agreement.


 






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The
Seller cannot relocate any of the Work from its current location (“Relocation”) to a new location without written
consent from the Buyer. Any of the Parties may propose to move any of the Work to another location in good faith and at the best
interest of such Work and/or the Buyer. Notwithstanding the foregoing, upon execution of this Agreement, the Buyer has the sole
discretion to decide where to relocate the Work. Once such Relocation proposal is brought to the attention of both Parties, both
Seller and Buyer shall mutually agree to the time, method and new location of the Relocation. 


 


3. Sales
Tax. The Seller shall be solely responsible for any and all taxes, duties and customs incurred or to be incurred in connection
with this transaction contemplated herein in all jurisdictions, including without limitation People’s Republic of China
(“PRC”), Hong Kong, the United States and any provincial, state and local level. To avoid doubt, under no circumstance
shall the Buyer be responsible to withhold any taxes on behalf of the Seller unless required by the laws of the United States.



 


4. Seller’s
Representations and Warranties. 


 


A. The
Seller represents and warrants that:


 


		(i)	The
                                         Work is authentic and was created by the respective artists (the “Artists”)
                                         and during the period of time as set forth against the title of each of the Work on Schedule
                                         A.



 


		(ii)	The
                                         Seller has full legal right and authority to enter into this Agreement, to make the representations
                                         and warranties contained in this Agreement and to complete the transaction contemplated
                                         by this Agreement.



 


		(iii)	Each
                                         of the Work’s exportation from any foreign country has been in conformity with
                                         the laws of that country and its importation into PRC and Hong Kong, as applicable, has
                                         been, or will be, in conformity with the laws thereof. 



 


		(iv)	The
                                         Seller is the sole and absolute owner of each of the Work and has good and marketable
                                         title to each of the Work, and each of the Work, at the time of transfer of title, will
                                         be free and clear of any and all rights, claims, Liens, mortgages, security interests,
                                         or other encumbrances held by any person.



 


		(v)	Each
                                         of the Work, individually and collectively, does not infringe the rights of any person
                                         or entity, including trademark, copyright, privacy and publicity rights.



 


		(vi)	The
                                         execution, delivery and performance by the Seller of this Agreement to which the Seller
                                         is a party have been duly authorized and will each constitute the valid and legally binding
                                         obligation of such Seller, enforceable against such Seller 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.



 






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		(vii)	The
                                         Seller has certain agreement, understanding or relationship with Zhong He Tang Museum,
                                         where the Work is currently located, and upon execution of this Agreement, the Work may
                                         be stored and maintained at Zhong He Tang Museum.



 


		(viii)	The
                                         Transaction Securities to be received by such Seller hereunder will be acquired for such
                                         Seller’s own account, not as nominee or agent, and not with a view to the resale
                                         or distribution of any part thereof in violation of the Securities Act, and such Seller
                                         has no present intention of selling, granting any participation in, or otherwise distributing
                                         the same in violation of the Securities Act, without prejudice, however, to such Seller’s
                                         right at all times to sell or otherwise dispose of all or any part of such Transaction
                                         Securities in compliance with applicable federal and state securities laws. Nothing contained
                                         herein shall be deemed a representation or warranty by such Seller to hold the Transaction
                                         Securities for any period of time. Such Seller is not a broker-dealer registered with
                                         the SEC under the Exchange Act or an entity engaged in a business that would require
                                         it to be so registered.



 


		(ix)	Such
                                         Seller acknowledges that the purchase of the Transaction Securities is a highly speculative
                                         investment and that it can bear the economic risk and complete loss of its investment
                                         in the Transaction Securities and has such knowledge and experience in financial or business
                                         matters such that it is capable of evaluating the merits and risks of the investment
                                         contemplated hereby.



 


		(x)	Such
                                         Seller has had an opportunity to receive all information related to the Company and the
                                         Transaction Securities 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 Transaction Securities. Neither such inquiries nor any other due diligence investigation
                                         conducted by such Seller shall modify, amend or affect such Seller’s right to rely
                                         on the Company’s representations and warranties contained in this Agreement. Such
                                         Seller acknowledges that it has reviewed the SEC Documents filed by the Company since
                                         September 19, 2017 through the date of this Agreement.



 






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		(xi)	Such
                                         Seller understands that the Transaction Securities are characterized as “restricted
                                         securities” under the U.S. federal securities laws since 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 Securities Act only in certain limited circumstances. The Seller understands that,
                                         except as provided below, certificates evidencing the Transaction Securities will bear
                                         the following or any similar legend:



 


(a) “The
securities represented hereby 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 an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, 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 or qualification
under applicable state securities laws.”


 


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


 


		(xii)	Such
                                         Seller is an accredited investor as defined in Rule 501(a) of Regulation D, as amended,
                                         under the Securities Act (“Regulation D”).



 


		(xiii)	Such
                                         Seller did not learn of the investment in the Transaction Securities as a result of any
                                         public advertising or general solicitation.



 


		(xiv)	Seller
                                         will not have, as a result of the transactions contemplated by this Agreement, any valid
                                         right, interest or claim against or upon the Company, any Subsidiary or any other Seller,
                                         for any commission, fee or other compensation pursuant to any agreement, arrangement
                                         or understanding entered into by or on behalf of such Seller.



 


		(xv)	The
                                         Seller understands that the Company, in its sole discretion, may register any part of
                                         the Transaction Securities with the Securities and Exchange Commission (the “SEC”)
                                         at its cost in the future and the Seller has no right or privilege to force the Company
                                         to register any Transaction Securities with the SEC.



 






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B. The
Seller will indemnify, defend, and hold the Buyer harmless from any and all demands, claims, suits, judgments, obligations, damages,
losses, or other liability including all attorney’s fees and other costs, fees, and expenses, suffered or incurred by, or
asserted or alleged against, the Buyer arising by reason of or in connection with, the Seller’s breach, falsity, or inaccuracy
in any representation or warranty contained in this Agreement. 


 


C. The
benefits of the representations, warranties, covenants, and indemnities contained in this Agreement shall survive completion of
the transaction contemplated by this Agreement.


 


D. The
Seller agrees to allow the Buyer and its representative to inspect the Work at its current and future location during the business
hours with one (1) day advance notice to the Seller at any time before and after the execution of this Agreement.


 


E. Subject
to Section 2 hereof, the Seller agrees and acknowledges that in the event that both Parties agree to the Relocation of any of
the Work, the Seller shall notify the Buyer properly as set forth in Section 16 hereof when and where such Work will be transported
and stored.


 


5. Buyer’s
Representations and Warranties. The Company represents, warrants and covenants to the Seller that:


 


A. Each
of the Company and its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and
conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a Material Adverse Effect.


 


The
Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions
contemplated hereby and thereby and to issue the Transaction Securities, in accordance with the terms hereof and thereof, (ii)
the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including without limitation, the issuance of the Transaction Securities) have been duly authorized by the
Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders,
is required, (iii) each of this Agreement and other related documents has been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is a true and official representative with authority to sign each
such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (iv)
each of this Agreement and related documents constitutes, and upon execution and delivery thereof by the Company will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the
extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.


 






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“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


 


“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, (ii) the transactions contemplated
hereby or in any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under this Agreement
and related documents (as defined below).


 


B. The
Transaction Securities to be issued to the Seller pursuant to this Agreement, when issued and delivered in accordance with the
terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the
Company. Subject to the accuracy of the representations and warranties of the Seller to this Agreement, the offer and issuance
by the Company of the Transaction Securities is exempt from registration under the Securities Act.


 


“Liens”
means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction
on use or transfer or other defect of title of any kind.


 


C. No
Conflicts. The execution, delivery and performance of this Agreement and related documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction
Securities) will not: (i) conflict with or result in a violation of any provision of the Company’s Certificate of Incorporation
or By-laws each as amended to date; (ii) violate or conflict with, or result in a breach of any provision of, or constitute a
default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which
the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities
are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation,
By-laws or other organizational documents, each as amended to date. Neither the Company nor any of its Subsidiaries is in default
(and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default)
under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries
is bound or affected, or for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
Except as required under the Securities Act, the Exchange Act and any applicable state securities laws, the Company is not required
to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of
its obligations under this Agreement or to issue and sell the Transaction Securities in accordance with the terms hereof.


 






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“Securities
Act” means the Securities Act of 1933, as amended.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


 D. As of May 16, 2018, the authorized capital stock of the Company consisted of 150,000,000 shares of common stock, par value $0.001 per share and 100,288,079 shares of the Company’s common stock were issued and outstanding as of May 16, 2018. There were no outstanding and unexercised securities, such as options and warrants that can be converted or exchanged into the Company’s common stock as of May 16, 2018. Pursuant to a share exchange agreement entered by the Company and other parties on April 6, 2018, the Company is obligated to issue additional 40,000,000 shares of common stock to two persons and the Company is processing such issuance. Subject to the terms and conditions of this Agreement, the Company will promptly increase its authorized common stock to be able to issue the full amount of Transaction Securities to the Seller.




 


E. Since
September 19, 2017, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all other documents filed
with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The SEC Documents
have been made available to the Seller via the SEC’s EDGAR system. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the
financial statements of the Company included in the SEC Documents (“Company Financial Statements”) complied as to
form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. The Company Financial Statements have been prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may
be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company
and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth
in the Company Financial Statements, the Company has no liabilities, contingent or otherwise, other than: (i) liabilities incurred
in the ordinary course of business subsequent to December 31, 2017 (the fiscal period end of the Company’s most recently-filed
periodic report), and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company.


 






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F.
The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to
carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the
Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for
any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


 


G. Except
as set forth in the SEC Documents, to the Company’s knowledge there is no action, suit, claim, proceeding, inquiry or investigation
pending before or by any court, public board, government agency, self-regulatory organization or body or, to the Company’s
knowledge, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties
or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect.


 


H. Neither
the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any
“general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with respect
to any of the Transaction Securities being offered hereby.


 


6. Title.
Title to the Work shall pass from the Seller to the Buyer upon the duly execution of this Agreement by both Parties in the city
of Shenzhen, China (the “Place of Sale”).


 


7. Expenses.
The Seller will pay all costs and expenses, including insurance and maintenance, without time limit. The Seller will insure the
Work for at least the full Purchase Price and to name the Buyer and the Seller as insured parties as their interests may appear.


 


8. Confidentiality.
Neither the Buyer nor the Seller will disclose the Purchase Price or other terms of this Agreement to any third party (except
advisors or consultants with a need to know) without the other’s written consent, except as necessary to carry out the terms
of this Agreement or as may be required by law. The terms of this Paragraph shall survive the closing or termination of this Agreement
for any reason. The parties further agree that the Buyer must approve any press release about this acquisition prior to the publication
of such release.


 






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9.
Transfer Restrictions of the Transaction Securities.


 


 A. The Seller understands that:




 


(i) The
sale or resale of all or any portion of the Transaction Securities have not been and is not being registered under the Securities
Act or any applicable state securities laws, and all or any portion of the Transaction Securities may not be transferred unless:


 


(a)
 Reserved;


 


(b) the
Seller shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form,
substance and scope reasonably acceptable to the Company, to the effect that the Transaction Securities to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration;


 


(c) Reserved;


 


(d) the
Transaction Securities are sold pursuant to Rule 144; or


 


(e) the
Transaction Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”);


 


and,
in each of (d) and (e), the Seller shall have delivered to the Company a customary opinion of counsel, in form, substance and
scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the
Transaction Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


10.
Certificate of Authenticity.


 


Seller
agrees to transfer to the Buyer an original certificate of authenticity for the Work in form reasonably satisfactory to the Buyer,
signed by the Artist, gallery, appraiser or museum, if applicable.


 


11.
Storage and Maintenance. After the change of ownership as set forth herein, the Company shall have the Seller manage and
maintain the Work for a period of one year from the date of this Agreement, subject to automatic renewal of another period of
one year (each, a “Bailment Period”). During each Bailment Period, the Company and Seller agree that the Seller shall
be responsible for any damages or losses of the Work covered by the insurance policies of the Work or beyond the coverage of such
insurance policies.


 






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12.
Preservation Copies for Media Works. 


 


In
order to facilitate the long-term preservation of the Work, the Buyer shall have the right to make copies and migrate the media
to new formats for the purpose of preservation.


 


13.
Reserved.


 


14.
Documentation Relating to the Work.


 


Within
five (5) business days from execution of this Agreement, the Seller shall deliver or cause to be delivered all the documents related
to the Work (“Related Documents”), including without limitation the certificate issued by each appraising institution
of each of the Work, insurance carrier’s report on each of the Work, storage condition, display history and previous owner
history, to the Buyer’s office as set forth in Section 16 herein or another location as requested by the Buyer (the “Delivery
Location”). 


 


15.
Installation Details.


 


Where
applicable, in order to preserve the integrity of any and all of the Work, the Seller agrees to provide the Buyer with written
instructions signed by the qualified persons relating to current and future installations of the Work and/or copies of any supporting
materials related to future installation that may be in the Seller’s possession (the “Installation Plan”) which
plan shall incorporate the Buyer’s reasonable requests. If no Installation Plan is provided, Seller agrees that Museum shall
be authorized to use its good faith judgment to determine an appropriate installation plan.


 


16.
Miscellaneous.


 


A. All
notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be
deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt
confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact
information as the parties may have duly provided by notice.


 


The
Buyer or Company:


National
Art Exchange, Inc.


200
Vesey Street, 24Fl, Unit 24183


New
York NY 10281


 






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With
a copy to:Sichenzia Ross Ference Kesner LLP


1185
Avenue of the Americans, 37th Floor


New
York, New York 10036


Telephone:
212-930-9700


Facsimile:
212-930-9275


Attention:
Jay Kaplowitz, Esq. and Huan Lou, Esq.


 


The
Seller:


 


As
per the contact information provided on the signature pages hereof.


 


B. Each
party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive
the Closing. Each Party shall be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


C. This
Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained herein and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter contained herein.


 


D. This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other person.


 


E. This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company
nor the Seller shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.
Notwithstanding the foregoing, but subject to the provisions of Section 9 hereof, the Seller may, without the consent of the Company,
assign its rights hereunder to any person that purchases Transaction Securities in a private transaction from the Seller or to
any of its “affiliates,” as that term is defined under the Exchange Act.


 






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F. This
Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any persons other
than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.


 


G. All
modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and the Seller or
its successor.


 


H. This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its
principles regarding conflicts of law. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by any of the Agreement and related documents (whether brought against a party hereto
or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the "New York Courts"). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Agreement
and related documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its attorney's fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action
or proceeding.


 






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I. Each
party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such
other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


J. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed
an original.


 


K. The
decision of the Seller to purchase the Transaction Securities pursuant to this Agreement has been made by such Seller independently
and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made. Except
as otherwise provided in this Agreement or any other transaction document, the Seller shall be entitled to independently protect
and enforce its rights arising out of this Agreement or out of the other transaction documents. The Seller has been represented
by its own separate legal counsel in connection with the transactions contemplated hereby.


 


[SIGNATURE
PAGE FOLLOWS IMMEDIATELY]


 






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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.


 


	 	THE
    BUYER
	 	National
    Art Exchange, Inc.
	 	 
	 	By:	/s/
    Qingxi Meng
	 	Name:	Qingxi
    Meng
	 	Title:	Chief
    Executive Officer


 


SELLER:
Chinese Culture Exchange Holdings Limited


Purchase
Price: $3,995,460,000 RMB (equivalent to approximately $627,023,919 U.S. dollars) paid in an aggregate of 52,251,993 shares of
the Buyer’s common stock 


 


	 	Name:	/s/
    Junqi Ding
	 	Title:	 
	 	Address:	 
	 	Email:	 
	 	Telephone:	 
	 	Fax:	 


 






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Schedule
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