DATED: SEPTEMBER 8, 2018

SALE- PURCHASE AGREEMENT

BETWEEN

WALKER & ROSS

AND

MUSEUM OF PRIME ARTS

 SALE-PURCHASE AGREEMENT

This SALE-PURCHASE Agreement (“Agreement”) is signed and executed on[●] on

[●] (“Execution Date”) between:

(1) Walker & Ross (“Seller”) a well represented law firm in Boston who is selling a
small collection consisting of three paintings by an local artist , acting through its
authorized representativeAnshuman [●], S/o [●], R/o [●][SELLER]
AND

(2) Museum of Prime Arts (“MPA”), museum located in Boston the party interested
in purchasing the works of Wyeth Winslow, acting through its authorised
representative Ms Sneha Jain, S/o [●], R/o [●]1[BUYER]

(Collectively “Parties” and individually as “Party”).

RECITALS

WHEREAS:

(A) The Buyer is a museum in Boston showcasing work of famous artists. In order
to increase its connection with the local population and to draw young visitors
MPA, is opening an exhibit titled ‘Pride of New England’ which will feature
New England artists who have contributed to the spirit of this city. It plans to
obtain the work of Wyeth Winslow an artist who rose to fame through its
painting ‘Sunset Salute’ used as symbol of resiliency following a terrorist
attack.

(B) The Seller well respected law firm in Boston is about to small collection of art
by Wyeth Winslow that I currently on display in its lobby.

NOW, THEREFORE, the parties agree as follows:

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Note to draft:Client to provide.
1. INTERPRETATION

In this Agreement:

(A) Reference to any Party includes its permitted assignees and/or the respective
successors in title to the whole or substantially whole of its undertakings and,
in the case of an individual, will include his legal heirs, executors,
administrators and permitted assignees.

(B) References to the singular shall be deemed to include the plural and vice versa.

(C) Reference to masculine shall include reference to feminine gender and neutral
gender as the context may require and vice versa.

(D) All references in this Agreement to Dollar refer to the lawfulcurrency of US.

2. DEFINITIONS

In this Agreement, unless otherwise specified-

2.1. Agreement means thissale-purchase agreement includes any recitals,

Schedules, annexes, or exhibits that may be annexed to this Agreement and any
amendments made to this Agreement by all the Parties in writing;
2.2. Applicable Law means any statute, law, regulation, ordinance, rule, judgment,
order, decree, bye-law or approval, order or judgment of any governmental
authority, directive, guideline, policy, requirement, or other governmental
restriction or any similar form of decision of, or determination by, or any
interpretation or adjudication having the force of law of any of the foregoing,
by any Competent Authority having jurisdiction over the matter in question,
whether in effect as of the date of this Agreement or at any time thereafter;
2.3. Business day means a day (other than a Saturday, Sunday or a public holiday)
on which there is functioning in the United States of America;
2.4. Clause means a clause in this Agreement;
2.5. Collection means the art work of Wyeth Wynslow which includes three
paintings six sketches and fourteen photographs described in Schedule 1.
2.6. Confidential informationmeans all non-public, confidential or proprietary
information of Buyer and Seller, or its respective Affiliates, whether in oral,
written, electronic or other form or media, whether or not such information is
 marked, designated or otherwise identified as confidential and includes the
terms and existence of this Agreement and any information that, due to the
nature of its subject matter or circumstances surrounding its disclosure, would
reasonably be understood to be confidential or proprietary.
2.7. Designated Bank Accountmeans A/c name: [●], Accounted Number: [●],
Bank: [●]2;
2.8. Term means the term of the Agreement as contemplated in Clause 7 of this
Agreement.

3. CONSIDERATION

3.1 The total Purchase Price of the Artwork is $425,000. The Buyer shall make the
payment to the Seller as follows:

3.2 . $200,000 of the Purchase Price at time of Delivery of the Artwork, in cash.
3.3 Remaining Purchase price should be paid within 10 business days.
3.4 Statutory duties, taxes, storage and transportation expenses will be borne by the
seller completely.

4.CONDITION PRECEDENT

4.1 The completion and performance of the obligation of the Purchase are subject to
and conditional upon the following conditions:

4.2 The Seller shall provide a Certificate of Authenticity to the Purchaser prior to the
payment.

5. COVENANTS
5.1 The Seller shall bear the expense of the Storage facility and in totality.

5.2 The Buyer shall pay the cost of the paintings on the respective dates.

5.3 The Buyer shall be responsible for any type of fault that comes while doing the
payment and should bear the late fine if the payment is not given on time.

5.4 The seller shall pay for any damages that may occur while in storage or in the
transit to the museum or during the three months while the artwork is in the
possession of the seller.

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6 . SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller represents and Warrants that:

6.1 The Artwork is authentic and was created by the local artist Wyeth Winslow.

6.2 The Artwork is not damaged in any manner and is in excellent conditions.

6.3 The Seller has full legal right and authority to enter into this agreement.

6.4 The seller will deliver the artwork after three months and shall bear all the
expenses to maintain the same during those three months.

7.BUYERS’S REPRESENTATIONS AND WARRANTIES

The buyers represents and Warrants that:

7.1 The buyer would be responsible for any damages made to the paintings after
delivery.

7.2 The expense of insurance of the painting would be given buy the buyer.

7.3 The Buyer has full legal right and authority to enter into this agreement.

8. INDEMNIFICATION
8.1 The Buyer must indemnify and hold the Seller harmless from any suits,
damages,losses or other liability including the legal fees, costs and expenses suffered
or incurred against the Seller due to the Buyer’s falsity, or inaccuracy in any
representation or warranty contained in the agreement.

9. CLOSING
9.1Closing is to take place on the [] at []local time or on anothertime which the parties
agree, but no later than []. It is to be held at thethe place of Delivery after three
months from the date of entering into the contract.

10. TITLE
9.1 Title to the Artwork shall pass from the Seller to the Buyer at the Place of
Delivery immediately on the payment of the remaining amount as per this agreement.

11. EXPENSES
10.1 The transportation costs including the expenses for the packing, crating will be
borne by the Seller for delivery.

12.TERM AND TERMINATION

12.1) The seller may terminate the agreement prior to the closing if the buyer violates
or fails to meet any of the other terms of this agreement.

12.2) If the agreement is terminated by the buyer prior to the closing date,seller has
right to seek specific performance or to claim the advance amount along with the
interest of *% p/a.

13. DISPUTE RESOLUTION

13.1) The Dispute arising out of this agreement is to be referred to arbitration (*)

14. APPLICABLE LAW

14.1) The Validity, interpretation and performance of this agreement and of the
warrants shall be governed in all respects by the laws of the State of Massachusetts.

IN WITNESS WHEREOF the parties have caused to be executed this Agreement on

their Behalf respectively on date and place above written.

MUSEUM OF PRIME ART

_____________

NAME

DESIGNATION

WALKER AND ROSS

_____________
 SCHEDULE A
Artwork for the purpose of this agreement means the following work of the local
artist Wyeth Winslow.

Items Description
Oil Painting (“The Breeze”) Sailboat in the Boston Harbour with city
as backdrop.
Oil Painting (“Spring Bloom”) Close-up of flowers in Boston Public
Garden
Oil Painting (“Riverside”) Landscape of the banks of the Charles
River
6 Sketches Graphite Drawings of various Boston
area locations
14 Photographs Color Prints of various Boston area
Locations.