Exhibit
10.6


 


 


 


 


 


SHARE
PURCHASE AGREEMENT


 


by
and among


 


Eurasia
Energy Limited.


 


and


 


The
shareholders of Rhino Biotech, Inc.


 


and


 


Rhino
Biotech, Inc.


 


dated
as of 3rd September 2021


 


 


 


 




     


     


    

  


Table
of Contents


 


	 	Page
	 	 
	I. 	CONTRIBUTION OF MEMBERSHIP INTERESTS; CLOSING	2
	 	 	 
	II. 	REPRESENTATIONS AND WARRANTIES OF SELLER	4
	 	 	 
	III. 	REPRESENTATIONS AND WARRANTIES OF PURCHASER	5
	 	 
	IV. 	COVENANTS	7
	 	 	 
	V. 	CONDITIONS TO CLOSE	9
	 	 	 
	VI. 	TERMINATION	10
	 	 
	VII.	 GENERAL PROVISIONS	10


 




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MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of 3rd September 2021, by and among Eurasia Energy Limited.,
a corporation incorporated under the laws of Anguilla, traded on the OTC Market under the symbol OTC:EUENF (“Purchaser”),
The shareholders of Rhino Biotech, Inc. (“Seller(s)”) and Rhino Biotech, Inc., an Ohio corporation company (the “Company”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7.7 hereof unless the context clearly
provides otherwise.


 


WHEREAS,
Seller(s) owns all of the common stock of the Company (the “common stock”);


 


WHEREAS,
Seller(s) desires to contribute to Purchaser, and Purchaser desires to accept from Seller(s) all of the Stock and all rights and title
to therein;


 


WHEREAS,
in exchange for the common stock, Purchaser desires to issue shares of its common stock to Seller(s); and


 


WHEREAS,
Seller(s) and Purchaser intend that issuance of Purchaser’s common stock be made pursuant to Section 351 of the Code.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


I.
CONTRIBUTION OF COMMON STOCK; CLOSING


 


Contribution
of the common stock; Payment.


 


(a) On
the terms and subject to the conditions of this Agreement, at the Closing, Seller(s) shall contribute, transfer and deliver to Purchaser,
and Purchaser shall accept from Seller(s), the common stock for an aggregate purchase price (the “Purchase Price”)
of Ten Million Dollars ($10,000,000.00), which shall be paid by as follows:


 


(i) Ten
Million Dollars ($10,000,000) (the “Stock Consideration Price”) payable by the delivery of common stock of the Purchaser
(“Purchaser Stock”). The number of shares of Purchaser Stock to be paid in common stock priced at Two Cents ($0.02)
per share on the Closing Date, resulting in Five Hundred Million (500,000,000) shares of Purchaser Stock being issued to Seller(s);


 


(b) The
contribution and acceptance of the common stock is referred to in this Agreement as the “Acquisition.”


 


Closing
Date. The closing of the Acquisition and the other transactions contemplated hereby (the “Closing”) shall take
place no later than two Business Days after the last of the conditions to Closing set forth in Article V have been satisfied or waived
(other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Eurasia Energy Limited., 294
Heywood House, Anguilla or remotely by exchange of documents and signatures (or their electronic counterparts), or at such other time
or on such other date or at such other place as Seller(s) and Purchaser may mutually agree upon in writing (the day on which the Closing
takes place being the “Closing Date”). The Closing shall be deemed to be effective as of 12:01 a.m. on the Closing
Date.


 


Transactions
to be Effected at the Closing. At the Closing:


 


(c) Seller(s)
shall deliver to Purchaser:


 


(i) A
cross-receipt in the form of Exhibit B hereto executed by Seller(s);


 


(ii) An
assignment of the common stock to Purchaser;


 


(iii) An
executed counterpart of the Security Agreement;


 




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(iv) A
certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller(s) certifying that attached thereto are true
and complete copies of all resolutions adopted by the board of directors of Seller(s) authorizing the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect
and are all the resolutions adopted in connection with the transactions contemplated hereby;


 


(v) A
certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller(s) certifying the names and signatures of the
officers of Seller(s) authorized to sign this Agreement and the other documents to be delivered hereunder; and


 


(vi) The
Company Disclosure Letter, which shall disclose as Section 1.3(a)(v):


 


(1) unaudited,
reviewed financial statements of the Company through December 31, 2020;


 


(2) a
list of all assets and liabilities of the Company as of the Closing Date; and


 


(3) a
list of any written contract to which the Company is a party or by which any of its properties or assets is bound (each, a “Material
Contract”) all of which will be attached to this Agreement as Exhibit D.


 


(d) Purchaser
shall deliver to Seller(s):


 


(i) An
executed counterpart of the Security Agreement;


 


(ii) An
executed copy of the Promissory Note;


 


(iii) A
certificate executed by Purchaser dated as of the Closing Date executed by a duly authorized officer of Purchaser certifying the accuracy
Purchaser’s representations and warranties and satisfaction of Purchaser’s obligations under Article III, Article
IV and Article V;


 


(iv) A
certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true
and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect
and are all the resolutions adopted in connection with the transactions contemplated hereby;


 


(v) A
certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying the names and signatures of the
officers of Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder.


 


(vi) A
cross-receipt in the form of Exhibit B hereto executed by Purchaser; and


 


(vii) The
Purchase Price.


 






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II.
REPRESENTATIONS AND WARRANTIES OF SELLER


 


Except
as set forth in the disclosure letter, dated the date of this Agreement and delivered by Seller(s) to Purchaser prior to the execution
of this Agreement (the “Company Disclosure Letter”), which Company Disclosure Letter identifies the Section (or, if
applicable, subsection) to which such exception relates (it being understood that disclosure in one section shall also apply to other
sections to the extent it is reasonably apparent from the face of the disclosure that such disclosure would also apply to such other
sections), Seller(s) hereby represents and warrants to Purchaser as of the date hereof as follows:


 


Organization.


 


(a) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Seller(s)
and the Company (i) has all requisite power and authority to own its properties and conduct its business as currently conducted and (ii)
is duly qualified for the transaction of business under the Laws of each other jurisdiction in which it owns or leases properties, or
conducts any business so as to require such qualification.


 


(b) Neither
the Seller(s) nor the Company is in breach or violation of any of its Organizational Documents, except for any breach or violation that
would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.


 


Capitalization.
The common stock comprise all of the issued and outstanding equity interests in the Company. All of the common stock have been duly authorized
and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership
thereof, and are owned of record and beneficially by Seller(s). All of the common stock were issued in compliance with applicable Laws.
None of the common stock were issued in violation of any agreement, arrangement or commitment to which Seller(s) or the Company is a
party or is subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options,
warrants or other rights of any kind relating to the sale, issuance or voting of any common stock or any securities convertible into
or evidencing the right to purchase any common stock. The Company does not own any substantial shares of capital stock of or controlling
equity interests in (including any securities exercisable or exchangeable for or convertible into capital stock of or other voting or
equity interests in) any other Person other than those declared in its financial statements attached hereto in Exhibit D.


 


Authority;
Execution and Delivery; Enforceability. Seller(s) has full power and authority to execute this Agreement and to consummate the Acquisition
and the other transactions contemplated hereby. The execution and delivery by Seller(s) of this Agreement and the consummation by Seller(s)
of the Acquisition and the other transactions contemplated hereby have been duly authorized by all necessary corporate action. Seller(s)
has duly executed and delivered this Agreement and, assuming that this Agreement is the valid and binding agreement of Purchaser, this
Agreement constitutes a legal, valid and binding obligation of Seller(s), enforceable against Seller(s) in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’ rights generally, and to general principles
of equity.


 


Title
to common stock. Seller(s) has good and valid title to the common stock, free and clear of all Liens other than Permitted Liens.
Upon Seller(s)’s receipt of the Purchase Price, good and valid title to the common stock will pass to Purchaser, free and clear
of all Liens, other than those arising from acts of Purchaser and other than Permitted Liens.


 


No
Conflicts; Consents.


 


(c) Except
as set forth in Section 2.5(a) of the Company Disclosure Letter, the execution and delivery by Seller(s) of this Agreement do
not, and the performance of this Agreement, including the consummation of the Acquisition and the other transactions contemplated hereby
and compliance by Seller(s) with the terms hereof will not, (1) conflict with, constitute or result in any violation or breach of or
default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any
of the properties or assets of the Company under, any provision of (i) the certificate of incorporation, bylaws or other Organizational
Documents of Seller(s) or the Company, (ii) any Material Contract, or (iii) any Law applicable to the Company or its properties or assets,
other than in each case any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have
a Company Material Adverse Effect, or (2) result in the creation or imposition of any Lien other than Permitted Liens on any properties
or assets of the Company.


 


(d) Except
as set forth on Section 2.5(b) of the Company Disclosure Letter, no notice to, or Consent of, any Person, or registration, declaration
or filing with, any Governmental Entity is required to be obtained or made by Seller(s) or the Company in connection with Seller(s)’s
execution, delivery and performance of this Agreement or Seller(s)’s consummation of the Acquisition or the other transactions
contemplated hereby except for such Consents, registrations, declarations or filings which, individually or in the aggregate, have not
had and would not reasonably be expected to have a Company Material Adverse Effect.


 


Brokers
and Finders. Neither the Seller(s) nor any Affiliates have retained any agent, broker, investment banker, financial advisor or other
firm or Person that is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement.


 




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Disclaimer
of Other Representations and Warranties. Except as otherwise expressly set forth in this Article II, Seller(s) makes no other
representations or warranties and expressly disclaims any other representations or warranties of any kind or nature, express or implied,
as to the condition, value or quality of the business of the Company or the assets of the Company, and Seller(s) specifically disclaims
any implied representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the
assets of the Company, or any part thereof.


 


III.
REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser
hereby represents and warrants to Seller(s) as follows as of the date hereof:


 


Organization.


 


(a) Purchaser
has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of New York, with all
requisite corporate power and authority to own its properties and conduct its business as currently conducted, and, except as would not,
individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, is duly qualified as a foreign
corporation for the transaction of business, and is in good standing (to the extent such concept is applicable) under the Laws of each
other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification.


 


(b) Purchaser
is not in breach or violation of its articles of incorporation, bylaws, or other Organizational Documents.


 


Authority;
Execution and Delivery; Enforceability. Purchaser has full power and authority to execute this Agreement and to consummate the Acquisition
and the other transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement and the consummation by Purchaser
of the Acquisition and the other transactions contemplated hereby have been duly authorized by all necessary corporate action. Purchaser
has duly executed and delivered this Agreement and, assuming that this Agreement is the valid and binding agreement of Seller(s), this
Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’ rights generally, and to general principles
of equity.


 


No
Conflicts; Consents.


 


(c) The
execution and delivery by Purchaser of this Agreement do not, and the consummation of the Acquisition and the other transactions contemplated
hereby and compliance by Purchaser with the terms hereof will not, (i) have a Purchaser Material Adverse Effect or (ii) conflict with,
constitute or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation
of any Lien upon any of the properties or assets of Purchaser under, any provision of (A) its articles of incorporation, bylaws, other
governing instrument or comparable Organizational Documents of Purchaser, (B) any contract to which Purchaser is a party or by which
any of its properties or assets is bound, (C) any Law applicable to Purchaser or its properties or assets, other than, in the case of
clauses (B) and (C) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to
have a Purchaser Material Adverse Effect.


 


(d) No
Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by Purchaser in connection
with the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other transactions contemplated
hereby.


 




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Investment
Representation. Purchaser confirms that it has made an independent investigation, analysis and evaluation of the Company and its
assets, liabilities, business and financial condition. Purchaser has such knowledge and experience in financial and business matters
that it is capable of evaluating the Company and the merits and risks of an investment in the common stock. Purchaser is acquiring the
common stock for its own account and for investment and not with a view toward or for sale in connection with any distribution (as such
term in used in Section 2(a)(11) of the Securities Act) thereof in violation of the Securities Act. Purchaser is an “accredited
investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act) and understands that the common
stock have not been registered under the Securities Act or registered or qualified under any applicable state securities laws. Purchaser
understands and agrees that the common stock may not be sold, transferred, offered for sale or otherwise disposed of without registration
under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance
with state, local and foreign securities laws, in each case, to the extent applicable.


 


No
Bad Actors. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification
Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.


 


No
Knowledge of Misrepresentation or Omission. To the Knowledge of the Purchaser, the representations and warranties of Seller(s) made
in this Agreement are true and correct. Purchaser does not have any actual knowledge of any material errors in, or material omissions
from, any Section of the Company Disclosure Letter.


 


Brokers
and Finders. Neither Purchaser nor its Affiliates has retained any agent, broker, investment banker, financial advisor or other firm
or Person that is or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement.


 


Solvency.
As of the date hereof and as of the Closing Date, the Company is able to pay its debts as they become due and owns property which has
a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent
liabilities). As of the date hereof and as of the Closing Date, the Company has adequate capital to carry on its businesses. No transfer
of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with
the intent to hinder, delay or defraud either present or future creditors of the Company.


 


Certain
Purchaser Acknowledgments.


 


(e) Purchaser
acknowledges that neither Seller(s) nor the Company, nor any other Person acting on behalf of Seller(s) or the Company or any of their
Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding
Seller(s) or the Company or their respective businesses or assets, except as expressly set forth in Article II. Purchaser further
agrees that neither Seller(s) nor any other Person shall have or be subject to any liability to Purchaser or any other Person resulting
from the distribution to Purchaser, or Purchaser’s use of, any such information and any information, document or material made
available to Purchaser or Purchaser’s representatives in certain “data rooms,” management presentations or any other
form in expectation of the transactions contemplated by this Agreement.


 


(f) In
connection with Purchaser’s investigation of the Company, Purchaser or Purchaser’s representatives may have received from
or on behalf of Seller(s) and the Company certain projections, including projected statements of operating revenues and income from operations
of the Company or certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make
such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking
full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and
plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and
that Purchaser shall have no claim against Seller(s) or any other Person with respect thereto. Accordingly, neither Seller(s) nor any
other Person makes any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans
(including the reasonableness of the assumptions underlying such estimates, projections and forecasts).


 


Disclosure.
The representations and warranties and statements of fact made by Purchaser in this Agreement are, as applicable, accurate, correct and
complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements and information contained herein not false or misleading.


 






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IV.
COVENANTS


 


Access
and Investigation. Between the date of this Agreement and the Closing Date and upon reasonable advance notice from Purchaser, Seller(s)
will, and will cause the Company and its representatives to, (a) afford Purchaser and its representatives and prospective lenders and
their representatives reasonable access, to be determined in Seller(s)’s sole discretion, to the Company’s personnel, properties
(including subsurface testing), Contracts, books and records, and other documents and data, (b) furnish such Persons with copies of all
such Contracts, books and records, and other documents and data as Purchaser may reasonably request, and (c) furnish such Persons with
such additional financial, operating and other data and information as Purchaser may reasonably request.


 


Negative
Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller(s)
will not, and will not cause or permit the Company to, without the prior consent of Purchaser, (a) make any modifications to any Material
Contract except in the ordinary course of business and consistent with past business practices, or (b) enter into any compromise or settlement
of any pending or threatened Litigation.


 


Retention
of Books and Records. For a period of seven (7) years following the Closing, Purchaser shall retain the books and records of the
Company, and upon reasonable notice, afford the officers, employees, agents and representatives of Seller(s) reasonable access (including
the right to make photocopies, at the expense of Seller(s)), during normal business hours, to such books and records.


 


Confidentiality.
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written
information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential
information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent
of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:
(a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation
to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding
the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound
by the confidentiality obligations similar to those set forth in this Section. This Section shall survive the termination of this Agreement.


 


Expenses;
Transfer Taxes.


 


(a) Except
as otherwise set forth in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Party incurring such expense, including all costs and expenses incurred pursuant to this Section 4.5.


 


(b) Notwithstanding
anything to the contrary contained herein, Purchaser shall pay the amount of any documentary, sales, use, real property transfer, real
property gains, registration, value-added, transfer, stamp, recording and other similar Taxes, fees, and costs together with any interest
thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto incurred in connection with this
Agreement and the transactions contemplated hereby. Each Party shall use commercially reasonable efforts to avail itself of any available
exemptions from any Taxes, and to cooperate with the other Parties in providing any information and documentation that may be necessary
to obtain such exemptions.


 


Tax
Treatment of Rollovers & Purchases. For U.S. federal income tax purposes and for relevant state income tax purposes, the parties
hereby agree to treat (i) Seller(s)’s contribution of the common stock to Purchaser in exchange for the Purchaser Stock in an amount
equal to the Stock Consideration Price as a contribution of property by the Seller(s) to the Buyer pursuant to Section 351 of the Code
and (ii) the remaining portion of the Purchase Price as a taxable sale by Seller(s) and a taxable acquisition by Buyer of the assets
of Target pursuant to Section 1001 of the Code. The parties shall file all Tax Returns in a manner consistent with the treatment provided
herein and shall not take any position that is inconsistent with such treatment unless required to do so under applicable Laws pursuant
to a determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local, or foreign Tax Law).


 


Post-Closing
Cooperation. Seller(s) and Purchaser shall cooperate with each other, and shall cause their Affiliates and their officers, employees,
agents, auditors and representatives to cooperate with each other, for a reasonable period after the Closing to ensure the orderly transition
of the Company from Seller(s) to Purchaser and to minimize any disruption to the Company and the other respective businesses of Seller(s)
and Purchaser that may result from the transactions contemplated by this Agreement. After the Closing, upon reasonable written notice,
Seller(s) and Purchaser shall furnish or cause to be furnished to each other and their Affiliates and their respective employees, counsel,
auditors and representatives access, during normal business hours, to such information and assistance relating to the Company (to the
extent within the control of such Party) as is reasonably necessary for financial reporting and accounting matters.


 




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Publicity.
No public release or announcement concerning the Acquisition and the other transactions contemplated by this Agreement shall be issued
by any Party prior to the Closing Date without the prior consent of the other Parties (which consent shall not be unreasonably withheld),
except as such release or announcement may be required by Law or the rules or regulations of any securities exchange, in which case the
Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement
in advance of such issuance.


 


Further
Assurances. From time to time, as and when requested by any Party, each Party shall execute and deliver, or cause to be executed
and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such other
Party may reasonably deem necessary or desirable to complete the Acquisition and to consummate the transactions contemplated by this
Agreement. In furtherance of this Section, upon the closing of that certain real estate purchase and sale transaction between DIAS Corp,
as purchaser, and The Lower Ranch, LLC, as seller for the purchase and sale of that certain real estate property located at 2694 CR 222,
Durango, CO 81303 (the “Real Property”), the Parties hereto agree that they will amend this Agreement and any necessary
ancillary documents in order to reallocate the Purchase Price between the common stock and the Real Property.


 


Survival
and Right to Indemnification.


 


(c) All
of Seller(s)’s representations, warranties, covenants, and/or obligations in this Agreement, and any other certificate or document
delivered pursuant to this Agreement will survive the Closing and the consummation of the transactions contemplated herein for a two-year
period from the Closing; however, that representations and warranties with respect to securities law matters shall survive for the applicable
statute of limitations.


 


(d) All
of Purchaser’s representations, warranties, covenants, and/or obligations in this Agreement, and any other certificate or document
delivered pursuant to this Agreement will survive the Closing and the consummation of the transactions contemplated herein for a two-year
period from the Closing; however, that representations and warranties with respect to securities law matters shall survive for the applicable
statute of limitations.


 


(e) Seller(s)
will indemnify and hold harmless Purchaser and its employees, officers, directors, agents and shareholders against any damages, liabilities,
costs, claims, proceedings, investigations, penalties, judgments, deficiencies, including taxes, expenses (including, but not limited
to, any and all interest, penalties and expenses whatsoever reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever) and losses (each, a “Claim” and collectively “Claims”)
to which it or they may become subject arising out of or based on any breach of or inaccuracy in any of the representations and warranties
or covenants or conditions made by Seller(s) herein in this Agreement.


 


(f) Purchaser
will indemnify and hold harmless Seller(s) and its employees, officers, directors, agents and shareholders against any Claims to which
it or they may become subject arising out of or based on any breach of or inaccuracy in any of the representations and warranties or
covenants or conditions made by Purchaser herein in this Agreement.


 


(g) The
party claiming indemnification is hereinafter referred to as the “Indemnified Party” and the party against whom such
claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” All Claims for indemnification
by any Indemnified Party under this Section 4.9 shall be asserted as follows:


 




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(i) In
the event that any Claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against
or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall, within ten (10) business days from
the date upon which the Indemnified Party has knowledge of such Claim, notify the Indemnifying Party of such claim or demand, specifying
the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible
(which estimate shall not be conclusive of the final amount of such Claim or demand) (the “Claim Notice”). The Indemnified
Party’s failure to so notify the Indemnifying Party in accordance with the provisions of this Agreement shall not relieve the Indemnifying
Party of liability hereunder unless such failure materially prejudices the Indemnifying Party’s ability to defend against the claim
or demand. The Indemnifying Party shall have 30 days from the giving of the Claim Notice (the “Notice Period”) to
notify the Indemnified Party: (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified
Party hereunder with respect to such Claim or demand, and (ii) whether or not the Indemnifying Party desires, at the sole cost and expense
of the Indemnifying Party, to defend the Indemnified Party against such Claims or demand; provided, however, that any Indemnified Party
is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading which he shall deem necessary
or appropriate to protect his interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. In the event
that the Indemnifying Party notifies the Indemnified Party within the Notice Period that he does not dispute liability for indemnification
under this Section 4.9 and that he desires to defend the Indemnified Party against such claim or demand and except as hereinafter
provided, the Indemnifying Party shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly settled
or prosecuted by him to a final conclusion. The Indemnified Party shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except
to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party
has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable
opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position
of such Indemnified Party (a “Material Conflict”). If requested by the Indemnifying Party and there is no Material
Conflict, the Indemnified Party agrees to cooperate with the Indemnifying Party and his counsel in contesting any Claim or demand which
the Indemnifying Party elects to contest or, if appropriate and related to the Claim in question, in making any counterclaim against
the person asserting the third-party Claim or demand, or any cross-complaint against any person. No Claim for which indemnity is sought
hereunder and for which the Indemnifying Party has acknowledged liability for indemnification under this Section 4.9 may be settled
without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.


 


(ii) In
the event any Indemnified Party should have a Claim against any Indemnifying Party hereunder which does not involve a Claim or demand
being asserted against or sought to be collected from him by a third party, the Indemnified Party shall give a Claim Notice with respect
to such Claim to the Indemnifying Party. If, after receipt of a Claim Notice, the Indemnifying Party does not notify the Indemnified
Party within the Notice Period that he disputes such Claim, then the Indemnifying Party shall be deemed to have admitted liability for
such Claim in the amount set forth in the Claim Notice.


 


(iii) The
Indemnifying Party shall be given the opportunity to defend the respective Claim.


 


V.
CONDITIONS TO CLOSE


 


Conditions
to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a) All
of Seller(s)’s and Company’s representations and warranties in this Agreement (considered both collectively and individually)
must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of
the Closing Date as if then made;


 


(b) All
of the covenants and obligations that the Seller(s) is required to perform or to comply with under this Agreement on or before the Closing
Date (considered both collectively and individually) must have been duly performed and complied with in all material respects at Purchaser’s
reasonable satisfaction;


 


(c) Since
the date of this Agreement, no event or circumstance shall have occurred that, individually, or in the aggregate, has had a Company Material
Adverse Effect;


 




    - 9 -


     


    

 


(d) There
must not have been made by any Person who is not a party to this Agreement any claim asserting that such Person (a) is the holder or
the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any equity or ownership interest in the Company,
or (b) is entitled to all or any portion of the Purchase Price; and


 


(e) There
must not be in effect any Law or Order that (a) prohibits the Acquisition or consummation of the transactions contemplated under this
Agreement and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.


 


Conditions
to Obligations of Seller(s). The obligations of Seller(s) to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or Seller(s)’s waiver, at or prior to the Closing, of each of the following conditions:


 


(f) All
of Purchaser’s representations and warranties in this Agreement (considered both collectively and individually) must have been
accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date
as if then made;


 


(g) All
of the covenants and obligations that Purchaser is required to perform or to comply with under this Agreement on or before the Closing
Date (considered both collectively and individually) must have been duly performed and complied with in all material respects at Seller(s)’s
reasonable satisfaction; and


 


(h) There
must not be in effect any Law or Order that (a) prohibits the Acquisition or consummation of the transactions contemplated under this
Agreement and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.


 


VI.
TERMINATION


 


Termination
Events. Subject to Section 6.2, this Agreement may, by notice given before or at the Closing, be terminated:


 


(a) by
mutual consent of Purchaser and Seller(s);


 


(b) by
Purchaser if the satisfaction of any condition in Section 5.1 is or becomes impossible (other than through the failure of Purchaser
to comply with its obligations under this Agreement) and Purchaser has not waived such condition; or


 


(c) by
Seller(s) if the satisfaction of any condition in Section 5.2 is or becomes impossible (other than through the failure of Seller(s)
to comply with its obligations under this Agreement) and Purchaser has not waived such condition.


 


Effect
of Termination. Each Party’s right of termination under Section 6.1 is in addition to any other rights it may have under this
Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated
pursuant to Section 6.1, all obligations of the Parties under this Agreement will terminate, except that the obligations in Sections
4.4, 4.7, 7.9, 7.10, 7.11, 7.12, and 7.13 will survive; provided, however, that if this Agreement is terminated by a Party because of
the breach of the Agreement by another Party or because one or more of the conditions to the terminating Party’s obligations under
this Agreement is not satisfied as a result of any other Party’s failure to comply with its obligations under this Agreement, the
terminating Party’s right to pursue all legal remedies, including the right to an immediate refund of any amounts paid to the other
Party under this Agreement, will survive such termination unimpaired.


 


VII.
GENERAL PROVISIONS


 


Statutes.
Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and
regulations made under it, as it or they may have been amended or re-enacted.


 


Non-Business
Days. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made
or such action shall be taken on or not later than the next succeeding Business Day.


 




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Amendments;
Waivers. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by Seller(s) and Purchaser.
By an instrument in writing, Purchaser or Seller(s) may waive compliance by the other with any term or provision of this Agreement that
such other Party was or is obligated to comply with or perform. No waiver by a party of any default, misrepresentation or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No
failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


Assignment.
This Agreement and the rights and obligations under this Agreement shall not be assignable or transferable by any Party (including by
operation of law in connection with a merger or consolidation of such Party) without the prior written consent of the other Party, such
consent not to be unreasonably withheld. Any attempted assignment in violation of this Section 7.4 shall be void.


 


No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile (with confirmation of transmission) if
sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient,
or (d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall
be specified in a notice given in accordance with this Section 7.6):


 


	If
to Purchaser, to:
	 	Eurasia
                                            Energy Limited

    1714
    Duchess Drive,

    Longmont,
    CO 80501

    Email:
    theboard@rhinobiotech.com

    Attention:
    The Executive Board

	 	 	 
	with
    a copy (which will not constitute notice) to:	 	Haneberg
    Hurlbert PLC

    Attn: Brad Haneberg, Esq.

    1111 East Main Street

    Suite 2010

    Richmond, Virginia 23219

    E-mail: brad@hbhblaw.com
	 	 	 
	If
    to Seller, to:	 	Rhino
                                            Biotech, Inc.

    450
    Lexington Avenue

    New
    York, NY, 10017, US

    Email:
    theboard@rhinobiotech.com

	 	 	 
	with
    a copy (which will not constitute notice) to:	 	Moye
                                            White LLP

                                            1400 16th St., Suite 600

                                            Denver. CO 80202

                                            Email: eric.liebman@moyewhite.com

    Attention:
    Eric Liebman, Esq.



 


or
to such other Persons, addresses or email addresses as may be designated in writing by the Person entitled to receive such communication
as provided above.


 


Interpretation;
Exhibits and Sections; Certain Definitions.


 


(a) The
table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit,
such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement. References to “this Agreement” shall include all Exhibits hereto and the Company
Disclosure Letter, attached hereto as Exhibit C.


 


(b) The
parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


(c) For
all purposes of this Agreement:


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition, “control” (including, the terms “controlling,” “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities,
by Contract or otherwise.


 


“Business
Day” means any day, other than Saturday, Sunday or any day on which banking institutions located in New York City are authorized
or required by Law or other governmental action to close.



    - 11 -


     


    

 


“Company
Material Adverse Effect” means any event, change, development, effect or occurrence (an “Effect”) that,
individually or together with any other Effect, is materially adverse to the business, assets, liabilities, results of operations or
condition (financial or otherwise) of the Company, taken as a whole; provided, however, that in determining whether a Company Material
Adverse Effect has occurred, there shall be excluded any Effect to the extent resulting from the following: (a) any Effect affecting
the businesses or industries in which the Company operates (including general pricing changes), (b) any change in general economic or
business conditions, including changes in the financial, securities or credit markets (including changes in interest rates and currency
rates), or changes in such conditions in any area in which the Company operates, (c) any change in global or national political conditions,
(d) the negotiation, execution, announcement, pendency or performance of this Agreement and the transactions contemplated by this Agreement,
(e) any failure, in and of itself, of the Company to meet any estimates, expectations, forecasts or projections, including revenues,
earnings or other measures of financial performance, for any period; provided, however, that the facts and circumstances underlying any
such failure may, except as may be provided in subsections (a), (b), (c), (d), (f), (g), (h), (i) or (j) of this definition, be considered
in determining whether a Company Material Adverse Effect has occurred, (f) any change in GAAP or other accounting standards or any change
in any Laws or interpretations thereof, in each case, after the date of this Agreement, (g) any act of God or any change that is the
result of any outbreak or escalation of acts of war, material armed hostilities or other material international or national calamity,
acts of terrorism, natural disasters, epidemic, or pandemic, (h) any loss of or adverse change in the business relationship between the
Company, on the one hand, and Purchaser or any of its Affiliates, on the other hand, (i) any fees, expenses or change of control payments
incurred in connection with this Agreement and the transactions contemplated by this Agreement or (j) any action expressly required or
permitted by this Agreement, including actions required to be taken by this Agreement upon the specific request of Purchaser, or the
failure to take any actions due to the restrictions set forth in this Agreement; except, with respect to clauses (a), (b), (c), (f) or
(g), so long as such changes do not have a disproportionate adverse impact on the Company, taken as a whole, relative to other businesses
of similar size operating in the same industry in which the Company operates.


 


“Consent”
means any consent, approval, authorization, permit, clearances, exemption and notice.


 


“Contracts”
means any contracts, agreements, licenses, notes, bonds, mortgages, deeds, undertakings, indentures, leases or other binding instruments
or binding commitments, whether written or oral.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States in effect from time to time.


 


“Governmental
Entity” means any international, national, federal, state, provincial or local governmental, regulatory or administrative authority,
agency, commission, court, tribunal, arbitral body, self-regulated entity or similar body, whether domestic or foreign.


 


“Laws”
means any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or legally enforceable requirements
enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.


 


“Liens”
means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of
first refusal, rights of first offer and security interests of any kind or nature whatsoever.


 


“Litigation”
means any action, cause of action, claim, cease and desist letter, demand, suit, arbitration proceeding, citation, summons, subpoena
or investigation or proceeding of any nature, civil, criminal, regulatory or otherwise, at law or in equity.


 


“Order”
means order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity.


 


“Organizational
Documents” means the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, certificate
of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement, and all other similar documents,
instruments or certificates executed, adopted, or filed in connection with the creation, formation, or organization of a Person, including
any amendments thereto.


 


“Party”
means any of Purchaser, Seller(s) or the Company, and “Parties” means all of them collectively.


 




    - 12 -


     


    

 


“Permitted
Liens” means (a) statutory Liens for current Taxes or other governmental charges or assessments not yet due and payable or
the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made
in respect thereof), (b) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred
in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided
appropriate reserves required pursuant to GAAP have been made in respect thereof), (c) zoning, entitlement, building and other land use
regulations imposed by Governmental Entities having jurisdiction over such Person’s owned or leased real property, which are not
violated by the current use and operation of such real property, (d) covenants, conditions, restrictions, easements and other similar
non-monetary matters of record affecting title to such Person’s owned or leased real property, which do not materially impair the
occupancy or use of such real property for the purposes for which it is currently used in connection with such Person’s businesses,
(e) any right of way or easement related to public roads and highways, and (f) Liens arising under workers’ compensation, unemployment
insurance, social security, retirement and similar legislation.


 


“Person”
means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association,
joint venture, Governmental Entity and other entity and group (which term will include a “group” as such term is defined
in Section 13(d)(3) of the Exchange Act).


 


“Purchaser
Material Adverse Effect” means a material adverse effect on the ability of Purchaser to perform its obligations under this
Agreement or on the ability of Purchaser to consummate the Acquisition and the other transactions contemplated hereby.


 


“Purchaser’s
Knowledge” or “Knowledge of the Purchaser” means the actual knowledge of Tim Tangredi.


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Seller(s)’s
Knowledge” or “Knowledge of the Seller(s)” means the actual knowledge of the Board of Rhino Biotech, Inc.


 


“Taxes”
means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental,
stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest
in respect of such additions or penalties.


 


(d) Index
of Defined Terms.


 


	Defined Term	 	Section	 	Page
	Agreement	 	Preamble	 	1
	Acquisition	 	1.1(c)	 	1
	Claim(s)	 	4.9(b)	 	9
	Claim Notice	 	4.9(c)	 	9
	Closing	 	1.2	 	1
	Closing Date	 	1.2	 	1
	Company	 	Preamble	 	1
	Company Disclosure Letter	 	Article II	 	2
	Effect	 	Definition of “Company

Material Adverse Effect”	 	14
	Indemnified Party	 	4.9(b)	 	9
	Material Contract	 	1.3(a)(iv)	 	2
	Material Conflict	 	4.9(c)	 	9
	common stock	 	Preamble	 	1
	Notice Period	 	4.9(c)	 	9
	Purchase Price	 	1.1(a)	 	1
	Purchaser	 	Preamble	 	1
	Revenue Share	 	4.10(b)	 	10
	Seller(s)	 	Preamble	 	1


 




    - 13 -


     


    

 


(e) 


 


Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. The exchange
of copies of this Agreement and of signature pages by facsimile transmission, by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document
(including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), will have the same effect
as physical delivery of the paper document bearing an original signature.


 


Entire
Agreement; Survival. This Agreement (including the Exhibits to this Agreement) and the Company Disclosure Letter constitute the entire
agreement among the Parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings,
both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any
inconsistency between the statements in the body of this Agreement and the Company Disclosure Letter (other than an exception expressly
set forth as such in the Company Disclosure Letter), the statements in the body of this Agreement will control.


 


Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent
possible.


 


Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause
the application of Laws of any jurisdiction other than those of the State of Delaware.


 


Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.12.


 




    - 14 -


     


    

 


Consent
to Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction,
the Federal court of the United States of America sitting in New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby
or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally
(a) agrees not to commence any such action or proceeding except in the United States District Court for the Southern District of New
York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in
New York, and any appellate court from any thereof, (b) agrees that any claim in respect of any such action or proceeding may be heard
and determined in the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject
matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof,
(c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any such action or proceeding in the United States District Court for the Southern District of New York, or, if (and only
if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate
court from any thereof and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in the United States District Court for the Southern District of New York, or, if (and only if) such court
lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from
any thereof. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 7.6. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by Law.


 


Separate
Counsel. Each party hereby expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with
respect to this Agreement. The Purchaser acknowledges that Moye White LLP has acted as legal counsel to Seller(s) and Company in connection
with this transaction. The Purchaser waives any claims that such representation represents a conflict of interest on the part of Moye
White LLP.


 


[signature
page follows]


 




    - 15 -


     


    

 


IN
WITNESS WHEREOF, Seller(s) and Purchaser have duly executed this Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	For
    and on behalf of Eurasia Energy Limited
	 	 
	 	By: 	/s/ Marilyn Giulia Roosevelt
	 	 	Name:	 Marilyn Giulia Roosevelt
	 	 	Executive Director Duly Authorized
	 	 
	 	SELLER:
	 	 
	 	By: 	/s/ Bernie O’Neill
	 	 	Bernie O’Neill
	 	 	Duly Authorized
	 	 	For and on Behalf of
	 	 	The shareholders of Rhino Biotech, Inc.
	 	 
	 	For
    and on behalf of Rhino Biotech, Inc.
	 	 
	 	By: 	/s/ Bernie O’Neill
	 	 	Bernie O’Neill
	 	 	Duly Authorized