NextMart : Shell Company Status - Documentation

SUPPORTING DOCUMENTS FOR NEXTMART, INC.

NON SHELL DISLCOSURE

March 25, 2022

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY. THE SHARES BEING SOLD HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE SALE PRICE WAS DETERMINED ARBITRARILY BY THE BUYER AND SELLERSS, AND BEARS NO RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE, CURRENT OR FUTURE TRADING PRICE OF THE SHARES, OR ANY OTHER CRITERIA OF VALUE OF THE PURCHASER.

ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT (this "Agreement") dated this 20th day of January 2022 is by and between NextMart Corporation ("Purchaser"), a Delaware Corporation; Michael Galvis, a Texas resident ("Sellers"); AND Emco Oilfield Services, LLC, a New Mexico limited liability Company ("Sellers" and the "Company"). The Sellers, Buyer, and the Company may be referred to collectively as the Parties, and individually as a Party, hereinafter in this Agreement.

RECITALS

WHEREAS, the control equity of the Company is the Class "B" Membership Equity held by various holders of record ("Control Equity").

FURTHER, the Sellers own or control approximately 54% of the Control Equity of the Company.

FURTHER, the Purchaser wishes to purchase the Control Equity held by the Sellers pursuant to the terms and conditions of this Agreement.

FURTHER, the Sellers wish to sell the Control Equity to the Purchaser pursuant to the terms and conditions of this Agreement.

FINALLY, upon completion of the terms and conditions of this Agreement by the Purchaser and the Sellers, the Company will be a control subsidiary of the Purchaser.

IN CONSIDERATION of the promises, representations, warranties, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

PURCHASE AND SALE AND CLOSING

1.1

Control Equity. The Control Equity as defined in the "Recitals" is 53.93653% of the Class "B" Membership Equity of the Company which is being sold to the Purchaser under the terms and conditions of this Agreement. As stated in the recitals, these Control Equity held by the Sellers is being purchased by thePurchasers pursuant to the terms and conditions of this Agreement making the Company a control subsidiary of the Purchaser.

1.2 Purchase Price. Subject to the terms and conditions of this Agreement, the Sellers agree to sell the Control Equity of the Company to the Purchaser, and the Purchaser agrees to Purchase the Control Equity for THIRTY MILLION (30,000,000) restricted shares of the Common Stock of the Purchaser (the "NXMR STOCK").

(a) The NXMR STOCK is based on a mutually agreed amount between the Purchaser and the Sellers for the purchase of the Control Equity of the Company by the Purchaser.

(b) The NXMR STOCK shall be issued by the Purchaser's independent stock transfer agent upon execution of this Agreement which is defined below under subsection 1.2 (Closing) and the completion by the Sellers of the delivery of the Control Equity to the Purchaser.

1.2 Closing. The Control Equity will be released to the Purchaser upon full execution of this Agreement by all Parties and the Purchaser shall have up to Ninety (90) days to deliver the NXMR STOCK to the Sellers (the "Issuance Period"). Until the NXMR STOCK is issued to the Sellers according to the terms and conditions of this Agreement, the NXMR STOCK will be classified as a Subscription Receivable on the books and records of the Purchaser. If Purchaser fails to issue the NXMR STOCK to the Sellers within the Issuance Period, the Control Equity shall immediately revert to the ownership of the Sellers without notice to the Buyers.

2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

2.1 The Sellers warrants, covenant, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that:

(a) Immediately prior to and at the Closing, the Sellers have the legal right and authority to sell the Control Equity to the Purchaser and on the Closing Date and Sellers shall transfer the NXMR STOCK to the Purchaser free and clear of all liens, restrictions, covenants or adverse claims of any kind or character.

(b) Sellers have the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Sellers hereunder and to consummate the transactions contemplated hereby and the Agreement has been validly executed by Sellers or someone authorized to sign on their behalf.

(c) The Sellers confirm, during the past ninety (90) days, that he has been more than a ten percent (10%) or greater shareholder as an "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act") and as such the Control Equity shall be restricted in the hands of the Purchaser.

(d) To the best of the knowledge, information, and belief of the Sellers there are no circumstances that may result in any material adverse effect to the Company or the value of the Control Equity that are now in existence or may hereafter arise.

(e) The Sellers are acquiring the NXMR STOCK for the Sellers' own accounts, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the NXMR STOCK.

(f) The Sellers acknowledge that upon their respective receipt of the NXMR STOCK, such NXMR STOCK shall be restricted stock as set forth in Rule 144 and as such, such stock certificates representing the NXMR STOCK to be received by the Sellers as part of this Agreement shall contain a restrictive resale legend.

(f) The Sellers agree to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

3.1 The Purchaser represents and warrants to the Sellers that the Purchaser:

(a) Has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated and has been validly executed by the Purchaser; and

(b) Is acquiring the Control Equity as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares.

4.

MISCELLANEOUS

6.1 The Parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement.

6.2 Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars.

6.3 There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified.

6.4 This Agreement will be governed by and construed in accordance with the laws of the State of Nevada. The parties hereby attorney to the jurisdiction of the courts located in Clark County, Nevada with respect to any legal proceedings arising from this Agreement.

6.5 The representations and warranties of the Parties contained in this Agreement shall survive the closing of the purchase and sale of the Control Equity of the Company to the Purchaser and shall continue in full force and effect for a period of one year.

6.6 This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

6.7 Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

Each of the parties hereto has executed this Agreement to be effective as of the last date recorded below.

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