Common use of REPRESENTATIONS AND WARRANTIES OF BUYERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally and not jointly, hereby represents and warrants to the Seller, which representations and warranties shall survive the Closing, the following: (a) Buyer has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or by which Buyer is in any way bound or obligated. (c) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (g) Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (i) Buyer acknowledges that Buyer has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally Buyers hereby represent and not jointly, hereby represents and warrants warrant to the Seller, which representations and warranties shall survive the Closing, the followingSeller that: (a) Buyer has Buyers have the full legal power, authority, and right to execute and deliver, and to perform its legal obligations under, this Agreement, Buyers’ performance hereunder and the transactions contemplated hereby have been duly authorized by all requisite power action on the part of Buyers, and authority no remaining action is required to executemake this Agreement binding on Buyers, deliver and Buyers have the financial capacity to perform their obligations under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Neither the execution, delivery delivery, and performance of this Agreement or any other agreement contemplated hereunder, nor the carrying out by Buyer Buyers of the transactions contemplated hereby or thereby will not conflict with or with, result in the a breach of any term or provision of, or violate or constitute a default under, or accelerate the maturity of (a) any charter applicable provision of Buyers’ organizational documents or bylaw other governing instrument, (b) any applicable legal requirement to which Buyers are subject, or under (c) any material other agreement, indenture, or instrument to which Buyer is Buyers are a party or by which Buyer is in any way Buyers are or may be bound or obligated. (c) affected. No governmental, administrative or other consent of any third party consents that has not been obtained is required in order for Buyers to enter into this Agreement or approvals are required, necessary any other agreement contemplated hereunder or appropriate on the part of Buyer in connection with for Buyers to carry out the transactions contemplated hereby or thereby. The express representations and warranties of Buyers and Seller made in this Agreement shall not merge into any instrument or conveyance delivered at the Closing and shall survive Closing for a period of twelve (12) months. Seller does not make any representations regarding the condition of the Property or the Purchased Interest except as expressly set forth herein, it being understood and agreed by this Agreement. (d) Buyer understands the parties that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and Purchased Interest is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitationsto Buyers “AS IS, WHERE IS. (g) Buyer either alone ” Buyers acknowledge and agree that they have had or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (i) Buyer acknowledges that Buyer has had will have the opportunity to ask questions ofconduct such inspections, investigations and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy other independent examinations of the information received Property and related matters as Buyers sees fit and, except as set forth in Section 2.1 (as limited by Buyer. In connection therewithSection 5.1), Buyer acknowledges that Buyer has had Buyers will rely upon the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors same and not on upon any statements of Seller or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, director, employee, agent, affiliate agent or subsidiary attorney of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this AgreementSeller. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally Buyers represent and not jointly, hereby represents and warrants warrant to the Seller, which representations and warranties shall survive the Closing, Sellers the following: (a) Buyer has all requisite power and authority Buyers have incurred no liability, contingent or otherwise, for broker's or finder's fees or commissions relating to execute, deliver and perform under the transactions contemplated by this Agreement for which Sellers shall have any responsibility whatsoever. Specifically, but not by way of limitation, broker's or finder's fees or commissions, if any, of BWAB Limited Liability Company, a limited liability company organized and existing under the other agreementslaws of Colorado ("BWAB"), certificates its principals and instruments to affiliates, shall be executed borne exclusively by Buyer in connection with or pursuant to this Agreement. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Buyers. (b) The executionPrior to Closing, delivery Buyers will have inspected the Interests, the public records and performance Sellers' files for all purposes, including, but not limited to, detecting the presence and concentration of naturally-occurring radioactive materials and satisfying themselves as to the physical condition and environmental condition of the Interests, both surface and subsurface. In entering into this Agreement by Buyer will Agreement, Buyers have relied solely on their independent investigation of, and judgment with respect to, the Interests and the advice of their own legal, tax, economic, environmental, engineering, geological and geophysical advisors, and not conflict with on any comments or result in the breach statements of any term or provision representatives of, or violate consultants or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or advisors engaged by which Buyer is in any way bound or obligatedSellers. (c) No governmentalAt Closing, administrative or Buyers will meet the bonding and other third party consents or approvals requirements required by all governmental authorities in respect to the Interests (and Sellers agree to provide Buyers, prior to Closing, with a list of such requirements) and, after Closing, Buyers anticipate that they will continue to be able to meet such bonding requirements. Buyers are, and after the Closing are requiredexpected to continue to be, necessary or appropriate on otherwise qualified to own the part Interests. The consummation of Buyer in connection with the transactions contemplated hereby will not cause Buyers to be disqualified to be an owner of oil, gas, and mineral leases or to exceed any acreage limitation imposed by this Agreementlaw, statute, rule or regulation. Buyers are not aware of any fact that could reasonably be expected to cause the appropriate governmental authorities to fail to unconditionally approve the assignment of the Interests to Buyers. Sellers will cooperate and will assist Buyers relating to the preparation and presentation of documents relating to changes in ownership and/or operatorship of the Interests. (d) Buyer understands that Buyers are experienced and knowledgeable investors and operators in the Securities oil and gas business. Buyers are “restricted securities” acquiring the Interests for their own accounts and have not been registered under with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) amended, or any applicable state securities law other rules, regulations, and is acquiring the Securities as principal for its own account for investment purposes only and not with a view laws pertaining to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiessecurities. (e) At Buyers have arranged or will have arranged to have available by the time Buyer was offered Closing Date sufficient funds to enable the Securitiespayment to Sellers, it wasby wire transfer, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934Adjusted Purchase Price in accordance with Section 2.3 and to otherwise perform Buyers' obligations under this Agreement, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered subject to Buyers' rights under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in Section 2.6 to provide a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitationsBridge Note. (g) Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (i) Buyer acknowledges that Buyer has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally and not jointly, Buyer hereby represents and warrants warrants, solely as to the Selleritself and on its own behalf, which representations and warranties shall survive the Closing, the followingto Seller as follows: (a) Such Buyer is duly organized and validly existing under the laws of the jurisdiction of its organization and has all requisite full power and authority to execute, deliver enter into and perform its obligations under this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreement. Upon . (b) The execution and delivery by Buyer at the Closing, of this Agreement is by such Buyer, the performance by such Buyer of its covenants and agreements hereunder, and the consummation by such Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and this Agreement constitutes a legal, valid and legally binding agreement obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar other laws affecting generally the enforcement enforceability of creditors’ rights generally and subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which Buyer is a party or by which Buyer is in any way bound or obligated. (c) No governmentalNeither the execution and delivery of this Agreement, administrative or other third party consents or approvals are required, necessary or appropriate on nor the part consummation of Buyer in connection with the transactions contemplated by this Agreementhereby, violates any agreement of such Buyer, or any statute, ordinance, regulation, order, judgment, or decree of any court or governmental agency to which such Buyer is bound or subject. (d) Such Buyer understands that has cash on hand, access to credit facilities with undrawn availability or access to other sources of liquidity that, collectively, are greater than or equal to the Purchase Price payable by such Buyer. (e) Such Buyer is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities are Act (“restricted securities” Institutional Accredited Investor”) and have is acquiring the Purchased Securities for its own account or for the account of an Institutional Accredited Investor as to which such Buyer exercises sole investment discretion, and not been registered under with a view to any resale, distribution or other disposition of the Purchased Securities in violation of the United States securities laws or any applicable state securities laws. Such Buyer will not resell, transfer, assign or distribute the Purchased Securities except in compliance with (i) the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or any and applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to laws, or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to an available exemption therefrom, (ii) the Registration Statement or otherwise in compliance with applicable federal Buyer Voting and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. Support Agreement and (eiii) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amendedthis Agreement. (f) Such Buyer acknowledges that there exists no has received and carefully reviewed the public market for filings of the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that Issuer with the Securities must be held indefinitely unless subsequently registered under and Exchange Commission and other publicly available information regarding the Act or unless an exemption from such registration is availableIssuer. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and Prior to the satisfaction execution of certain conditions provided for thereunderthis Agreement, including, among such Buyer has been given access to and has had the opportunity to obtain such other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased Issuer as it and paid for the security to be sold, the sale being effected through a “broker’s transaction” or its advisers deem necessary in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (g) Buyer either alone or together connection with its representativesdecision to acquire the Purchased Securities. Such Buyer (i) is knowledgeable and experienced with respect to the financial, has such knowledge, sophistication tax and experience in business and financial matters so as to be capable of evaluating the merits and risks aspects of the prospective ownership of the Purchased Securities and has evaluated the risks and merits of an investment in the Securities, Purchased Securities based exclusively on its own independent review and has so evaluated the merits and risks of consultations with such investment. Buyer is able to , legal, tax, accounting and other advisers as it deemed necessary, (ii) can bear the economic risk of an investment in the Purchased Securities and, at the present for an indefinite period of time, is able and can afford to afford a suffer the complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (i) Buyer acknowledges that Buyer has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraphthereof, and (iiiii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of made its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s decision concerning its investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that Purchased Securities without reliance on any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering warranty of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations and warranties of the Seller contained hereinexpressly set forth in Section 4), and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreementor advice from, Seller. (og) Such Buyer represents acknowledges and warrants understands that Seller and/or its affiliates may possess material nonpublic information regarding the Issuer not known to such Buyer that may impact the value of the Purchased Securities, including, without limitation, information received by employees of Seller and/or its affiliates in their capacities as directors, significant stockholders, affiliates and/or service providers of the Issuer. Such Buyer understands, based on its experience, the disadvantage to which such Buyer is subject due to any disparity of information between Seller and such Buyer. Notwithstanding the foregoing, such Buyer has kept deemed it appropriate to enter into this Agreement and will keep confidential to acquire the Purchased Securities, and such Buyer hereby irrevocably waives any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges claim that it is purchasing shares from Seller, who is an “affiliate” might have based on any non-disclosure by Seller of the Issuer as defined in Rule 405 under the Securities Actany such material nonpublic information.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each BuyerBuyers, severally to induce Sellers to enter into this Agreement and not jointlyto complete the sale and purchase of the Cel Art hereunder, hereby represents represent, warrant and warrants covenant to the Seller, which representations and warranties shall survive the Closing, the followingSellers that: (a) Buyer has Buyers are duly existing persons and have the full legal right and all requisite power and authority to execute, deliver and perform under enter into this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreementperform their obligations hereunder. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance of this Agreement by Buyer will not conflict Buyers and the consummation by Buyers of the transaction contemplated hereby have been duly and effectively authorized by the Buyers. This Agreement has been duly executed and delivered by the Buyers and constitutes a valid and legally binding obligation of Buyers, enforceable against Buyers in accordance with or result in its terms. (b) Pursuant to the breach transfer from Buyers to Sellers of the 3,000,000 shares of Restricted Common Stock, Buyers have no knowledge of, and have received no written notice from, any governmental authority asserting any violation of any term federal, state, county or provision ofmunicipal laws, ordinances, codes, orders, regulations or violate requirements affecting any portion of the Restricted Common Stock There is no action, suit or constitute a default under, any charter provision or bylaw or under any material agreementproceeding pending or, to which Buyer is a party the knowledge of Buyers, threatened against or affecting Buyers or the Restricted Common Stock or any portion thereof relating to or arising out of the ownership of the Restricted Common Stock, in any court or before or by which Buyer is in any way bound federal, state, county or obligatedmunicipal department, commission, board, bureau or agency or other governmental instrumentality. (c) No governmentalBuyers have entered into no agreements of sale, administrative or other third party consents or approvals are requiredoptions, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (g) Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation claims to possession affecting the Restricted Common Stock. To the best of Buyers' knowledge, no other party has any right or general advertisementoption to acquire the Restricted Common Stock or any portion thereof. (i) Buyer acknowledges that Buyer has had the opportunity to ask questions ofNo representation, and receive answers from the Company statement or warranty by Buyers contained in this Agreement contains or will contain any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (untrue statements or to the extent it could have been acquired by the Company without unreasonable effort omits or expense) will omit a material fact necessary to verify make the accuracy statement of fact therein recited not misleading. If, after Buyers' execution hereof, any event occurs or condition exists which renders any of the information received by Buyer. In connection therewithrepresentations contained herein untrue or misleading, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) belowBuyers shall promptly notify Sellers. (j) Buyer has carefully considered and has discussed with To the Buyer’s legalbest of Buyers' knowledge, taxthere are no proceedings pending or threatened by or against Buyers in bankruptcy, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements insolvency or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is reorganization in any way contrary to state or inconsistent with, statements made in this Agreementfederal court. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally and not jointly, Buyer hereby represents and warrants to the Seller, which representations and warranties shall survive the Closing, the followingSeller as follows: (a) Such Buyer has all requisite the full right, power and authority to executeenter into and deliver this Agreement, deliver to perform such Buyer’s obligations hereunder and perform under to consummate the transactions contemplated hereby. All corporate action on the part of such Buyer necessary for the execution of this Agreement and the other agreements, certificates performance of such Buyer’s obligations hereunder has been taken. This Agreement has been duly executed and instruments to be executed delivered by Buyer in connection with or pursuant to this Agreementsuch Buyer. Upon execution and delivery by Buyer at This Agreement constitutes the Closing, this Agreement is a legal, valid and binding agreement obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, execution and delivery and performance of this Agreement by Buyer such Buyer, the consummation of the transactions contemplated in this Agreement, and the compliance with the terms of this Agreement will not conflict with or with, result in the breach of any term or provision of, or violate or constitute a default under, or require any charter provision consent or bylaw approval under, any agreement or under any material agreement, instrument to which such Buyer is a party or by which such Buyer is may be bound, or result in the material violation of any way bound law, rule or obligatedregulation or any writ, order or decree of any court or governmental agency applicable to such Buyer. (c) No governmentalAll Transfer Shares to be acquired by such Buyer hereunder will be acquired by such Buyer for such Buyer’s own account, administrative for investment and not with a view to, or other third party consents or approvals are required, necessary or appropriate on the part of Buyer for resale in connection with with, any distribution or public offering thereof within the transactions contemplated by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under meaning of the Securities Act of 1933, as amended (the “Securities Act”). EXECUTION VERSION (d) or any applicable state securities law and is acquiring Such Buyer understands that the Transfer Shares have not been registered under the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Act by reason of exemption from the registration requirements of the Securities or any part Act contained in Section 4(a)(1) thereof, has no present intention of distributing any and that the availability of such Securities and has no arrangement or understanding with any exemption depends upon, among other persons regarding things, the distribution bona fide nature of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesinvestment intent as expressed herein. (e) At the time Such Buyer was offered the Securities, it was, further acknowledges and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges understands that the Securities Transfer Shares acquired by it hereunder must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available. Such Buyer further acknowledges and understands that the Company is under no obligation to register any of the Transfer Shares, except as set forth in the Registration Rights Agreement. Such Buyer understands that the certificate or certificates representing the Transfer Shares will be imprinted with a legend which prohibits the transfer of the Transfer Shares unless they are registered or, in the opinion of counsel satisfactory to the Company, such registration is not required. (f) Such Buyer further acknowledges and confirms that (i) such Buyer is aware capable of bearing the provisions economic risk and burden of Rule 144 promulgated under its investment in the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other thingsTransfer Shares, the existence possibility of a complete loss of all of such investment, and the lack of a public market such that it may not be possible to readily liquidate the investment when desired, (ii) at no time was such Buyer presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising, (iii) such Buyer has substantial experience in investing in securities and therefore has the ability to “fend for itself” in connection with its investment in the Transfer Shares, (iv) such Buyer has obtained sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to acquire the Transfer Shares, and (v) although it is the Company’s objective to create a public market for the Company’s common stock, the availability of certain current there can be no assurance that such a public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to market will be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitationscreated. (g) Such Buyer either alone acknowledges and confirms that (i) such Buyer has received all the information such Buyer considers necessary or together with its representativesappropriate for deciding whether to purchase the Transfer Shares from Seller pursuant to this Agreement, (ii) Seller has such knowledgenot made any representation or warranty, sophistication express or implied, except as set forth in this Agreement, regarding any aspect of the sale and experience in business and purchase of the Transfer Shares, the operation or financial matters so condition of the Company or the value of the Transfer Shares, (iii) Seller is not making any recommendation as to be capable of evaluating whether such Buyer should purchase the merits Transfer Shares from Seller, (iv) other than the express representations and risks warranties stated in this Agreement, such Buyer is not relying upon Seller in making its decision to purchase the Transfer Shares pursuant to this Agreement, and (v) Seller has not given such Buyer any investment advice, opinion or other information on whether the purchase of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer Transfer Shares is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investmentprudent. (h) Such Buyer is not purchasing an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementAct. (i) Buyer acknowledges that Such Buyer has had the opportunity to ask questions of, and receive answers from the Company or no actual knowledge of any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary imminent Corporate Event of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.. EXECUTION VERSION

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each BuyerBuyers, severally to induce Sellers to enter into this Agreement and not jointlyto complete the sale and purchase of the Cel Art hereunder, hereby represents represent, warrant and warrants covenant to the Seller, which representations and warranties shall survive the Closing, the followingSellers that: (a) Buyer has Buyers are duly existing persons and have the full legal right and all requisite power and authority to execute, deliver and perform under enter into this Agreement and the other agreements, certificates and instruments to be executed by Buyer in connection with or pursuant to this Agreementperform their obligations hereunder. Upon execution and delivery by Buyer at the Closing, this Agreement is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance of this Agreement by Buyer will not conflict Buyers and the consummation by Buyers of the transaction contemplated hereby have been duly and effectively authorized by the Buyers. This Agreement has been duly executed and delivered by the Buyers and constitutes a valid and legally binding obligation of Buyers, enforceable against Buyers in accordance with or result in its terms. (b) Pursuant to the breach 3,700,000 shares of Restricted Common Stock, Buyers have no knowledge of, and have received no written notice from, any governmental authority asserting any violation of any term federal, state, county or provision ofmunicipal laws, ordinances, codes, orders, regulations or violate requirements affecting any portion of the Common Stock to be issued There is no action, suit or constitute a default under, any charter provision or bylaw or under any material agreementproceeding pending or, to which Buyer is a party the knowledge of Buyers, threatened against or affecting Buyers or the Common Stock or any portion thereof relating to or arising out of the ownership of the Common Stock, in any court or before or by which Buyer is in any way bound federal, state, county or obligatedmunicipal department, commission, board, bureau or agency or other governmental instrumentality. (c) No governmentalBuyers have entered into no agreements of sale, administrative or other third party consents or approvals are requiredoptions, necessary or appropriate on the part of Buyer in connection with the transactions contemplated by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (e) At the time Buyer was offered the Securities, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Buyer is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (g) Buyer either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (h) Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation claims to possession affecting the Common Stock. To the best of Buyers' knowledge, no other party has any right or general advertisementoption to acquire the Common Stock or any portion thereof. (i) Buyer acknowledges that Buyer has had the opportunity to ask questions ofNo representation, and receive answers from the Company statement or warranty by Buyers contained in this Agreement contains or will contain any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (untrue statements or to the extent it could have been acquired by the Company without unreasonable effort omits or expense) will omit a material fact necessary to verify make the accuracy statement of fact therein recited not misleading. If, after Buyers' execution hereof, any event occurs or condition exists which renders any of the information received by Buyer. In connection therewithrepresentations contained herein untrue or misleading, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) belowBuyers shall promptly notify Sellers. (j) Buyer has carefully considered and has discussed with To the Buyer’s legalbest of Buyers' knowledge, taxthere are no proceedings pending or threatened by or against Buyers in bankruptcy, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements insolvency or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is reorganization in any way contrary to state or inconsistent with, statements made in this Agreementfederal court. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF BUYERS. Each Buyer, severally and not jointly, Buyer hereby represents and warrants to the Seller, which representations and warranties shall survive the Closing, the followingSeller as follows: (a) Such Buyer has all requisite the full right, power and authority to executeenter into and deliver this Agreement, deliver to perform such Buyer’s obligations hereunder and perform under to consummate the transactions contemplated hereby. All corporate action on the part of such Buyer necessary for the execution of this Agreement and the other agreements, certificates performance of such Buyer’s obligations hereunder has been taken. This Agreement has been duly executed and instruments to be executed delivered by Buyer in connection with or pursuant to this Agreementsuch Buyer. Upon execution and delivery by Buyer at This Agreement constitutes the Closing, this Agreement is a legal, valid and binding agreement obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, execution and delivery and performance of this Agreement by Buyer such Buyer, the consummation of the transactions contemplated in this Agreement, and the compliance with the terms of this Agreement will not conflict with or with, result in the breach of any term or provision of, or violate or constitute a default under, or require any charter provision consent or bylaw approval under, any agreement or under any material agreement, instrument to which such Buyer is a party or by which such Buyer is may be bound, or result in the material violation of any way bound law, rule or obligatedregulation or any writ, order or decree of any court or governmental agency applicable to such Buyer. (c) No governmentalAll Transfer Shares to be acquired by such Buyer hereunder will be acquired by such Buyer for such Buyer’s own account, administrative for investment and not with a view to, or other third party consents or approvals are required, necessary or appropriate on the part of Buyer for resale in connection with with, any distribution or public offering thereof within the transactions contemplated by this Agreement. (d) Buyer understands that the Securities are “restricted securities” and have not been registered under meaning of the Securities Act of 1933, as amended (the “Securities Act”). (d) or any applicable state securities law and is acquiring Such Buyer understands that the Transfer Shares have not been registered under the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Act by reason of exemption from the registration requirements of the Securities or any part Act contained in Section 4(a)(1) thereof, has no present intention of distributing any and that the availability of such Securities and has no arrangement or understanding with any exemption depends upon, among other persons regarding things, the distribution bona fide nature of such Securities (this representation and warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer is acquiring the Securities hereunder in the ordinary course of its business. Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securitiesinvestment intent as expressed herein. (e) At the time Such Buyer was offered the Securities, it was, further acknowledges and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act of 1934, as amended. (f) Buyer acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, Buyer acknowledges understands that the Securities Transfer Shares acquired by it hereunder must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available. Such Buyer further acknowledges and understands that the Company is under no obligation to register any of the Transfer Shares, except as set forth in the Registration Rights Agreement. Such Buyer understands that the certificate or certificates representing the Transfer Shares will be imprinted with a legend which prohibits the transfer of the Transfer Shares unless they are registered or, in the opinion of counsel satisfactory to the Company, such registration is not required. (f) Such Buyer further acknowledges and confirms that (i) such Buyer is aware capable of bearing the provisions economic risk and burden of Rule 144 promulgated under its investment in the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other thingsTransfer Shares, the existence possibility of a complete loss of all of such investment, and the lack of a public market such that it may not be possible to readily liquidate the investment when desired, (ii) at no time was such Buyer presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising, (iii) such Buyer has substantial experience in investing in securities and therefore has the ability to “fend for itself” in connection with its investment in the Transfer Shares, (iv) such Buyer has obtained sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to acquire the Transfer Shares, and (v) although it is the Company’s objective to create a public market for the Company’s common stock, the availability of certain current there can be no assurance that such a public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to market will be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitationscreated. (g) Such Buyer either alone acknowledges and confirms that (i) such Buyer has received all the information such Buyer considers necessary or together with its representativesappropriate for deciding whether to purchase the Transfer Shares from Seller pursuant to this Agreement, (ii) Seller has such knowledgenot made any representation or warranty, sophistication express or implied, except as set forth in this Agreement, regarding any aspect of the sale and experience in business and purchase of the Transfer Shares, the operation or financial matters so condition of the Company or the value of the Transfer Shares, (iii) Seller is not making any recommendation as to be capable of evaluating whether such Buyer should purchase the merits Transfer Shares from Seller, (iv) other than the express representations and risks warranties stated in this Agreement, such Buyer is not relying upon Seller in making its decision to purchase the Transfer Shares pursuant to this Agreement, and (v) Seller has not given such Buyer any investment advice, opinion or other information on whether the purchase of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer Transfer Shares is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investmentprudent. (h) Such Buyer is not purchasing an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementAct. (i) Buyer acknowledges that Such Buyer has had the opportunity to ask questions of, and receive answers from the Company or no actual knowledge of any authorized person acting on its behalf concerning the Company and its proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Buyer. In connection therewith, Buyer acknowledges that Buyer has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Buyer has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Buyer desires. Without limiting the generality of the foregoing, Buyer has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Buyer desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Buyer has relied solely on (i) Buyer’s own knowledge and understanding of the Company and its business based upon Buyer’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 4(j) below. (j) Buyer has carefully considered and has discussed with the Buyer’s legal, tax, accounting and financial advisors, to the extent the Buyer has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Buyer’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Buyer. Buyer has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Buyer understands that Buyer (and not the Company) shall be responsible for Buyer’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (k) Buyer acknowledges and agrees that such Buyer’s investment in the Company is reasonable in relation to Buyer’s net worth and financial needs and Buyer is able to bear the economic risk of losing their entire investment in the Securities. (l) Buyer understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Buyer has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Buyer resides. (m) Buyer has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (n) No representations or warranties have been made to Buyer by the Company or the Seller, or any officer, employee, agent, affiliate or subsidiary imminent Corporate Event of the Company, other than the representations of the Seller contained herein, and in purchasing the Securities the Buyer is not relying upon any representations other than those contained in this Agreement. (o) Buyer represents and warrants that Buyer has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Buyer and neither be used by the Buyer for the Buyer’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason (other than Buyer’s legal and tax advisors) notwithstanding that the Buyer’s Subscription may not be accepted by the Company. (p) Buyer acknowledges that it is purchasing shares from Seller, who is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act.