Common use of Closing Arrangements Clause in Contracts

Closing Arrangements. The Seller and the Buyer shall each retain a lawyer to complete the Agreement of Purchase and Sale of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited to: (i) the Seller’s Closing Document substantially in the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price in the manner prescribed above; (ii) the Buyer’s Closing Document substantially in the form attached hereto as Schedule B; and (iii) a release as provided for in Section 6(b) of Schedule A, if applicable.

Closing Arrangements. 7.1 The Seller closing shall take place on the Closing Date at the offices of Northwest Law Group at Suite 1880, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at such other time and place as the Buyer shall each retain a lawyer to complete parties may mutually agree. 7.2 On the Agreement Closing Date, upon fulfilment of Purchase and Sale of all the Propertyconditions set out in Article 6 which have not been waived in writing by FC or by the Vendors, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as the registration of the transfer/deed (and other documents intended Vendors shall deliver to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toFC: (i) certificates representing all ICP Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the Seller’s Closing Document substantially in the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries signature guaranteed by the Buyer shall be limited to: (iappropriate official) payment of the balance of the Purchase Price in the manner prescribed abovewith all applicable security transfer taxes paid; (ii) the Buyer’s Closing Document substantially certificates, officer's certificate and legal opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to FC and its legal counsel of the completion by ICP and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendors and ICP shall cause the ICP Shares to be transferred into the name of Exchangeco, or its nominee, to be duly and regularly recorded in the books and records of ICP; (c) the Principal Shareholders shall deliver to the Trustee certificates representing 20,000,000 FC Shares duly endorsed with legends, acceptable to ICP's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release period of one year from the Closing Date; (d) Exchangeco shall issue and deliver to the Vendors certificates representing 20,000,000 Exchangeable Shares duly endorsed with legends acceptable to ICP’s counsel; (e) FC shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3; and (f) Exchangeco shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3. 7.3 Following the Closing Date, the parties will take such steps as provided for in may be necessary, including the filing of an information statement pursuant to Section 6(b14(f) of Schedule Athe Exchange Act and Rule 14f-1 thereunder, if applicable.to effect the following changes in the officers and directors of FC: Sass ▇▇▇▇▇▇ Director, President ▇▇▇▇ ▇▇▇▇▇ Director, Secretary and Chief Financial Officer Taras Chebountchak Director, Treasurer

Closing Arrangements. 8.1 The Seller closing shall take place on the Closing Date such time and place as the parties may mutually agree. 8.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 7 which have not been waived in writing by Cignus and the Buyer shall each retain a lawyer to complete Purchaser or by the Agreement of Purchase and Sale of the Property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 Company and the Electric Registration ActVendor, S.O. 1991as the case may be, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Company and/or the registration of Vendor shall deliver to Cignus and/or the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) the Seller’s Closing Document substantially Share Transfer Form in the form attached hereto as Schedule C; (ii) any mortgage statement “I” hereto and lawyer’s undertaking such other documents as may be necessary to discharge, if required, pursuant to paragraph 12 below; (iii) a statement record the transfer of adjustments; (iv) any keys or other means of access the Company to the Property. The Requisite Deliveries by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price Purchaser in the manner prescribed aboveappropriate commercial registry; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 7.1; and (iii) evidence satisfactory to Cignus and the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 7.1; (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) Cignus and/or the Purchaser shall issue, execute and deliver to the Company and/or the Vendor: (i) certificates representing the Cignus Shares and the Cignus Warrants duly endorsed with legends, acceptable to the Cignus's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state; (ii) the certificates and officer's certificate or opinion referred to in paragraph 7.3; (iii) sequential resignations and directors resolutions such that the following will have been appointed directors and/or officers of Cignus immediately following closing: ▇▇▇▇▇▇▇ ▇▇▇ Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer & Director Job ▇▇▇▇▇▇ Thekkekkara Director Nyayapathi ▇▇▇▇▇▇ ▇▇▇ Director (iv) all agreements, deeds or other documents (including but not limited to a release as provided power of attorney) which are necessary to register the transfer of the Company from the Vendor to the Purchaser in the appropriate commercial registry; (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) with all applicable security transfer taxes paid. (e) Following the Closing Date, Cignus agrees that: (i) it will change its corporate name to “Smartlinx Inc.”, which name change will be effected by merging the Purchaser into Cignus. If the transactions contemplated in this Agreement are not completed for any reason, Cignus will not proceed with the change of Schedule Aits corporate name to “Smartlinx Inc.”; (ii) it will complete a 2.7 for 1 forward split of its common stock; and (iii) it will complete financing of at least $200,000 at a price to be determined; and the parties acknowledge that the completion of paragraphs 8.2(e)(i), if applicable.8.2(e)(ii) and 8.2(e)(iii) is not a condition precedent under this Agreement

Closing Arrangements. 9.1 The Seller and closing shall take place on the Buyer shall each retain a lawyer to complete Closing Date at the Agreement of Purchase and Sale offices of the PropertyHorizon at June 30, 2015, or at such other time and where place as the transaction will be completed parties may mutually agree. 9.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by electronic registration pursuant to Part III of Horizon or by the Land Registration Reform ActVendor or by Boomchat, R.S.O. 1990as the case may be, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as the registration of the transfer/deed (and other documents intended Boomchat shall deliver to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toHorizon: (i) the Seller’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule C;paragraph 6.1 ; and (ii) any mortgage statement evidence satisfactory to Horizon and lawyer’s undertaking their legal counsel of the completion by Boomchat and the Vendor of those acts referred to dischargein paragraph 5.1. (b) The Vendor shall cause the Boomchat Shares to be transferred into the name of Horizon, if requiredor its nominee, pursuant to paragraph 12 belowbe duly and regularly recorded in the books and records of Boomchat; (iiic) a statement of adjustments; (iv) any keys or other means of access Horizon shall issue, execute and deliver to the Property. The Requisite Deliveries by the Buyer shall be limited toVendor and Boomchat: (i) payment the share certificates representing the Horizon Shares registered in the name of the balance of the Purchase Price in the manner prescribed aboveVendor; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule B; andparagraph 6.1; (iii) sequential resignations and directors resolutions such that all of the directors and officers of Horizon will have resigned and the following will have been appointed directors and/or officers of Horizon immediately following closing: Name Position ▇▇▇ ▇▇▇▇▇▇▇ Director, Chief Executive Officer, President, Secretary & Treasurer ▇▇▇▇▇▇ ▇▇▇▇▇ Director (iv) all agreements, deeds or other documents (including but not limited to a release power of attorney) which are necessary to register the transfer of Boomchat from the Vendor to Horizon under the laws of Nevada. (d) The Principal Shareholder shall deliver to Horizon the share certificates representing the Principal Shares and such other documents as provided for in Section 6(b) may be necessary to effect the cancellation and return to treasury of Schedule A, if applicablethe Principal Shares.

Closing Arrangements. 7.1 The Seller closing shall take place on the Closing Date at the offices of ▇’▇▇▇▇▇ Law Corporation at Suite 1880, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at such other time and place as the Buyer shall each retain a lawyer to complete parties may mutually agree. 7.2 On the Agreement Closing Date, upon fulfilment of Purchase and Sale of all the Propertyconditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Vendor shall deliver to the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) certificates representing all the Seller’s Closing Document substantially Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries signature guaranteed by the Buyer shall be limited to: (iappropriate official) payment of the balance of the Purchase Price in the manner prescribed abovewith all applicable security transfer taxes paid; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release as provided period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Director, President, Secretary and Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) of Schedule A, if applicablewith all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The Seller and closing shall take place on the Buyer shall each retain a lawyer to complete Closing Date at the Agreement of Purchase and Sale offices of the PropertyVendor at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, or at such other time and where place as the transaction will be completed parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by electronic registration pursuant to Part III of the Land Registration Reform ActPurchaser or by the Vendor, R.S.O. 1990as the case may be, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Vendor shall deliver to the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) the Seller’s Closing Document substantially Agreement and Deed of Transfer in the form attached hereto as Schedule C; (ii) any mortgage statement J hereto and lawyer’s undertaking such other documents as may be necessary to discharge, if required, pursuant to paragraph 12 below; (iii) a statement record the transfer of adjustments; (iv) any keys or other means of access the Company to the Property. The Requisite Deliveries by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price Purchaser in the manner prescribed abovecommercial registry in Gelsenkirchen; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue, execute and deliver to the Vendor: (i) certificates representing the Purchaser Shares duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release as provided period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; (iii) sequential resignations and directors resolutions such that the following will have been appointed directors and/or officers of the Purchaser immediately following closing: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Director & President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary & Treasurer ▇▇▇▇ ▇▇▇▇▇▇▇▇ Director (iv) all agreements, deeds or other documents (including but not limited to a power of attorney) which are necessary to register the transfer of the Company from the Vendor to the Purchaser in the commercial registry of Gelsenkirchen; (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) of Schedule A, if applicablewith all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The Seller and closing shall take place on the Buyer shall each retain a lawyer to complete Closing Date at the Agreement offices of Purchase and Sale ▇'▇▇▇▇▇ Law Group PLLC at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. 7.2 On the Closing Date, upon fulfilment of all the Propertyconditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Vendor shall deliver to the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) certificates representing all the Seller’s Closing Document substantially Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries signature guaranteed by the Buyer shall be limited to: (iappropriate official) payment of the balance of the Purchase Price in the manner prescribed abovewith all applicable security transfer taxes paid; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares and the Purchaser Warrants duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release as provided period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: ▇▇▇▇▇ ▇▇▇▇▇ Director, President, Secretary and Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) of Schedule A, if applicablewith all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The Seller closing shall take place on the Closing Date at the offices of Northwest Law Group at Suite 1880, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at such other time and place as the Buyer shall each retain a lawyer to complete parties may mutually agree. 7.2 On the Agreement Closing Date, upon fulfilment of Purchase and Sale of all the Propertyconditions set out in Article 6 which have not been waived in writing by FC or by the Vendors, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as the registration of the transfer/deed (and other documents intended Vendors shall deliver to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toFC: (i) certificates representing all ICP Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the Seller’s Closing Document substantially in the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries signature guaranteed by the Buyer shall be limited to: (iappropriate official) payment of the balance of the Purchase Price in the manner prescribed abovewith all applicable security transfer taxes paid; (ii) the Buyer’s Closing Document substantially certificates, officer's certificate and legal opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to FC and its legal counsel of the completion by ICP and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendors and ICP shall cause the ICP Shares to be transferred into the name of Exchangeco, or its nominee, to be duly and regularly recorded in the books and records of ICP; (c) the Principal Shareholders shall deliver to the Trustee certificates representing 20,000,000 FC Shares duly endorsed with legends, acceptable to ICP's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release period of one year from the Closing Date; (d) Exchangeco shall issue and deliver to the Vendors certificates representing 20,000,000 Exchangeable Shares duly endorsed with legends acceptable to ICP’s counsel; (e) FC shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3; and (f) Exchangeco shall issue and deliver to ICP and the Vendors the certificates, officer's certificate and legal opinion referred to in paragraph 6.3. 7.3 Following the Closing Date, the parties will take such steps as provided for in may be necessary, including the filing of an information statement pursuant to Section 6(b14(f) of Schedule Athe Exchange Act and Rule 14f-1 thereunder, if applicable.to effect the following changes in the officers and directors of FC: Name Position Sass ▇▇▇▇▇▇ Director, President ▇▇▇▇ ▇▇▇▇▇ Director, Secretary and Chief Financial Officer Taras Chebountchak Director, Treasurer

Closing Arrangements. (a) The Seller Vendor and the Buyer Purchaser acknowledge that the electronic registration system (hereinafter referred to as the “Teraview Electronic Registration System” or “TERS”) is operative on a mandatory basis in the Land Titles Office where the Property is located and accordingly, the following provisions shall prevail, namely: (i) The Purchaser’s solicitors and the Vendor’s solicitors shall each retain be obliged to be authorized TERS users and in good standing with the Law Society of Upper Canada, and they are hereby authorized by the parties hereto to enter into a lawyer document registration agreement in the form adopted by the Joint LSUC-CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 or any successor version thereto (the “Document Registration Agreement” or “DRA”), together with the additional requirement that the registering solicitor shall also be obliged to complete provide the Agreement of Purchase and Sale non-registering solicitor with a copy of the Propertyregistration report printed by TERS upon the registration of the electronic documents, as evidence of the registration thereof, within one business day of the Closing Date. It is understood and agreed that the DRA shall outline or establish the procedures and timing for completing this transaction electronically, and where shall be executed by both the transaction will be completed Vendor’s solicitors and the Purchaser’s solicitors and exchanged by electronic registration pursuant to Part III courier or facsimile transmission between said solicitors (such that each solicitor has a photocopy or telefaxed copy of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 DRA duly executed by both solicitors) by no later than two business days before the Closing Date. (ii) The delivery and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) balance of the Purchase Price, and the release thereof to the Seller Vendor and Buyer will the Purchaser, as the case may be: (aA) shall not occur at the same time as contemporaneously with the registration of the transfer/deed (of the Property and other documents intended documents, if any, to be registered in connection with electronically; and (B) shall be governed by the completion of this transaction) and (b) be subject DRA, pursuant to conditions whereby which the lawyer(s) solicitor receiving any closing documents, or the balance of the Requisite Deliveries Purchase Price, will be required to hold same in trust escrow, and will not be entitled to release same except in strict accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange provisions of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited to: (i) the Seller’s Closing Document substantially in the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below;DRA. (iii) a statement Each of adjustments;the parties hereto agrees that the delivery of any of the closing documents not intended or required to be registered on title to the Property shall, unless the parties otherwise agree or unless otherwise provided for herein, be by way of delivery of originally signed copies thereof on the Closing Date to the other party. (iv) any keys Notwithstanding anything contained in this Agreement or other means of access in the DRA to the Property. The Requisite Deliveries contrary, it is expressly understood and agreed by the Buyer parties hereto that an effective tender shall be limited todeemed to have been validly made by either party (in this paragraph called the “Tendering Party”) upon the other party (in this paragraph called the “Receiving Party”) when the solicitor for the Tendering Party has: (iA) payment of delivered all applicable closing documents and/or the balance of the Purchase Price to the Receiving Party’s solicitor in accordance with the manner prescribed aboveprovisions of this Agreement and the DRA; (B) advised the solicitor for the Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the transaction in accordance with the terms and provisions of this Agreement; and (C) has completed all steps required by TERS in order to complete this transaction that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Receiving Party’s solicitor, and specifically when the Tendering Party’s solicitor has electronically “signed” the transfer/deed and any other closing document, if any, to be registered electronically for completeness and granted “access” to the Receiving Party’s solicitor (but without the Tendering Party’s solicitor releasing same for registration by the Receiving Party’s solicitor). (b) On Closing, the Vendor shall deliver to the Purchaser the following: (i) vacant possession of the Building; (ii) all keys to the Buyer’s Closing Document substantially Building in the form attached hereto possession of the Vendor; (iii) an assignment of all warranties and guarantees in favour of the Vendor, from third parties, if any, to the extent the same are assignable with respect to the Building or the Chattels; (iv) a ▇▇▇▇ of sale for all of the Chattels listed in Schedule “B” hereto; (v) an executed transfer/deed of land in registerable form; (vi) a certificate of a senior officer of the Vendor to the effect that at the Closing Date the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); (vii) a statutory declaration of an officer of the Vendor that to the best of its knowledge and belief, all accounts for labour and material concerning the Property are fully paid for and that no one has the right to file a lien under the Construction Lien Act (Ontario) against the Property; (viii) the plans and specifications, structural drawings, mechanical and structural inspection reports to the extent within the Vendor’s possession. (ix) an undertaking to re-adjust all items in the statement of adjustments, if necessary; (x) a certificate of the Vendor disclosing its GST registration number; (xi) an assignment and assumption agreement with respect to the City Lease, subject to obtaining the prior written consent of the City of Mississauga to such assignment as Schedule Bprovided in the City Lease; and (xii) such other documentation as may reasonably be requested by the Purchaser’s solicitors. (c) On Closing, the Purchaser shall: (i) pay the balance of the Purchase Price as stipulated in this Agreement; (ii) deliver an undertaking to re-adjust all items set out in the statement of adjustments, if necessary, and forthwith; (iii) deliver a release statutory declaration from an officer of the Purchaser stating that the Purchaser is registered pursuant to subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada), disclosing its registration number and stating that the Purchaser is purchasing the Property as principal and not as agent for any other party, and undertaking that it will remit directly to the Receiver General of Canada the goods and services tax payable and file the prescribed form pursuant to Section 228(4) of the Excise Tax Act (Canada) in connection with the purchase of the Lands and Building described in this Agreement and indemnify and save harmless the Vendor with respect to goods and services tax exigible in connection with the purchase of the Lands and Building described in this Agreement; (iv) deliver an assignment and assumption agreement with respect to the City Lease, subject to obtaining the prior written consent of the City of Mississauga to such assignment as provided in the City Lease; and (v) deliver such other documentation as may reasonably be requested by the Vendor’s solicitors. (d) Subject to Section 11(a), it is a condition of Closing that all matters of payment, execution and delivery of documents by each party to the other and the acceptance for registration of the appropriate documents in Section 6(bthe appropriate offices of public record shall be deemed to be concurrent requirements and it is specifically agreed that nothing will be complete at the Closing until everything required as a condition precedent at the Closing has been paid, executed and delivered and until all documents have been accepted for registration. (e) The Purchase Price for the Property is exclusive of Schedule Aany applicable taxes set out in this paragraph. The Purchaser shall be responsible for paying, if applicablein addition to the Purchase Price, any land transfer tax, retail sales tax, similar taxes and registration fees payable in connection with the transfer of the Property to the Purchaser. The Purchaser shall pay to the Vendor on Closing any applicable goods and services tax exigible in connection with the purchase and sale of the Chattels. The Purchaser shall pay any applicable provincial sales taxes directly to the relevant governmental authority and shall indemnify and save harmless the Vendor with respect to the payment of same. The Vendor shall be responsible for registration fees payable in connection with the registration of discharges of any encumbrances or other claims or interests that are not Permitted Encumbrances. Each party shall pay its own legal fees with respect to this transaction.

Closing Arrangements. 9.1 The Seller and closing shall take place on the Buyer shall each retain a lawyer to complete Closing Date at the Agreement of Purchase and Sale offices of the PropertyHorizon at June 30, 2015, or at such other time and where place as the transaction will be completed parties may mutually agree. 9.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by electronic registration pursuant to Part III of Horizon or by the Land Registration Reform ActVendor or by Boomchat, R.S.O. 1990as the case may be, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as the registration of the transfer/deed (and other documents intended Boomchat shall deliver to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toHorizon: (i) the Seller’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule C;paragraph 6.1 ; and (ii) any mortgage statement evidence satisfactory to Horizon and lawyer’s undertaking their legal counsel of the completion by Boomchat and the Vendor of those acts referred to dischargein paragraph 5.1. (b) The Vendor shall cause the Boomchat Shares to be transferred into the name of Horizon, if requiredor its nominee, pursuant to paragraph 12 belowbe duly and regularly recorded in the books and records of Boomchat; (iiic) a statement of adjustments; (iv) any keys or other means of access Horizon shall issue, execute and deliver to the Property. The Requisite Deliveries by the Buyer shall be limited toVendor and Boomchat: (i) payment the share certificates representing the Horizon Shares registered in the name of the balance of the Purchase Price in the manner prescribed aboveVendor; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule B; andparagraph 6.1; (iii) sequential resignations and directors resolutions such that all of the directors and officers of Horizon will have resigned and the following will have been appointed directors and/or officers of Horizon immediately following closing: ▇▇▇ ▇▇▇▇▇▇▇ Director, Chief Executive Officer, President, Secretary & Treasurer ▇▇▇▇▇▇ ▇▇▇▇▇ Director (iv) all agreements, deeds or other documents (including but not limited to a release power of attorney) which are necessary to register the transfer of Boomchat from the Vendor to Horizon under the laws of Nevada. (d) The Principal Shareholder shall deliver to Horizon the share certificates representing the Principal Shares and such other documents as provided for in Section 6(b) may be necessary to effect the cancellation and return to treasury of Schedule A, if applicablethe Principal Shares.

Closing Arrangements. 6.1 The Seller closing shall take place on the Closing Date at the offices of Bragagnolo and Ovsenek, Solicitors, of Suite ▇▇▇ - ▇70 Granville Street, Vancouve▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ be mutually agreed by the Buyer shall each retain a lawyer to complete parties. 6.2 On the Agreement Closing Date, upon fulfillment of Purchase and Sale of all the Propertyconditions set out in Article 5 which have not been waived in writing by the Purchaser or by the Vendor, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time Vendor, as the registration of case may be, shall deliver to the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) certificates representing all the Seller’s Closing Document substantially Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the form attached hereto as Schedule C; (ii) any mortgage statement and lawyer’s undertaking to discharge, if required, pursuant to paragraph 12 below; (iii) a statement of adjustments; (iv) any keys or other means of access to the Property. The Requisite Deliveries signature guaranteed by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price in the manner prescribed aboveappropriate official); (ii) the Buyer’s Closing Document substantially certificates and officer's certificates referred to in paragraph 5.2; (iv) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company of those acts referred to in paragraph 5.2; (b) the Vendor and the Company shall cause the transfers of the Shares into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall deliver to the Vendor: (i) share certificates representing the Purchaser Shares duly endorsed with legends respecting restrictions on transfer as required by or necessary under the applicable securities legislation in substantially the form attached hereto as Schedule Bcontained in paragraph ; and (iiiii) a release as provided for the certificates and officer's certificate referred to in Section 6(b) of Schedule A, if applicableparagraph 5.3.

Closing Arrangements. 8.1 The Seller closing shall take place on the Closing Date at the offices of WKB at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or at such other time and place as the Buyer shall each retain a lawyer to complete parties may mutually agree. 8.2 On the Agreement Closing Date, upon fulfilment of Purchase and Sale of all the Propertyconditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendors, and where as the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Actcase may be, R.S.O. 1990, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Vendors shall deliver to the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) the Seller’s Closing Document substantially Agreement and Deed of Transfer in the form attached hereto as Schedule C; (ii) any mortgage statement “J” hereto and lawyer’s undertaking such other documents as may be necessary to discharge, if required, pursuant to paragraph 12 below; (iii) a statement record the transfer of adjustments; (iv) any keys or other means of access the Company to the Property. The Requisite Deliveries by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price Purchaser in the manner prescribed aboveappropriate commercial registry; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendors of those acts referred to in paragraph 5.1. (b) the Vendors and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue, execute and deliver to the Vendors: (i) certificates representing the Purchaser Shares duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non- transferability of such shares for a release as provided period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; (iii) sequential resignations and directors resolutions such that the following will have been appointed directors and/or officers of the Purchaser immediately following closing: ▇▇▇▇▇ ▇▇▇▇▇ Director & President ▇▇▇▇ ▇▇▇▇▇▇▇▇ Director, Secretary & Treasurer (iv) all agreements, deeds or other documents (including but not limited to a power of attorney) which are necessary to register the transfer of the Company from the Vendors to the Purchaser in the appropriate commercial registry; (d) The Principal Shareholder shall deliver to the Vendors the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) of Schedule A, if applicablewith all applicable security transfer taxes paid.

Closing Arrangements. 7.1 The Seller and closing shall take place on the Buyer shall each retain a lawyer to complete Closing Date at the Agreement of Purchase and Sale offices of the PropertyVendor at ▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or at such other time and where place as the transaction will be completed parties may mutually agree. 7.2 On the Closing Date, upon fulfilment of all the conditions set out in Article 6 which have not been waived in writing by electronic registration pursuant to Part III of the Land Registration Reform ActPurchaser or by the Vendor, R.S.O. 1990as the case may be, Chapter L4 and the Electric Registration Act, S.O. 1991, Chapter 44, and any amendments thereof to the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will then: (a) not occur at the same time as Vendor shall deliver to the registration of the transfer/deed (and other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada. Where electronic registration is not available, then unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers. The Requisite Deliveries by Seller shall be limited toPurchaser: (i) the Seller’s Closing Document substantially Agreement and Deed of Transfer in the form attached hereto as Schedule C; (ii) any mortgage statement J hereto and lawyer’s undertaking such other documents as may be necessary to discharge, if required, pursuant to paragraph 12 below; (iii) a statement record the transfer of adjustments; (iv) any keys or other means of access the Company to the Property. The Requisite Deliveries by the Buyer shall be limited to: (i) payment of the balance of the Purchase Price Purchaser in the manner prescribed abovecommercial registry in Moenchengladbach; (ii) the Buyer’s Closing Document substantially certificates and officer's certificate or opinion referred to in the form attached hereto as Schedule Bparagraph 6.1; and (iii) evidence satisfactory to the Purchaser and its legal counsel of the completion by the Company and the Vendor of those acts referred to in paragraph 5.1. (b) the Vendor and the Company shall cause the Company Shares to be transferred into the name of the Purchaser, or its nominee, to be duly and regularly recorded in the books and records of the Company; (c) the Purchaser shall issue and deliver to the Vendor: (i) certificates representing the Purchaser Shares duly endorsed with legends, acceptable to the Purchaser's counsel, respecting restrictions on transfer as required by or necessary under the applicable securities legislation of the United States or any state, including, but not limited to, the non-transferability of such shares for a release as provided period of one year from the Closing Date; (ii) the certificates and officer's certificate or opinion referred to in paragraph 6.3; and (iii) sequential resignations and directors resolutions such that all of the directors and officers of the Purchaser will have resigned and the following will have been appointed directors and/or officers of the Purchaser immediately following closing: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Director & President ▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary & Treasurer (d) The Principal Shareholder shall deliver to the Vendor the certificates representing all the Principal Shares duly endorsed in blank for transfer or with a stock power of attorney (in Section 6(beither case with the signature guaranteed by the appropriate official) of Schedule A, if applicablewith all applicable security transfer taxes paid.