wast sure of closing date myself but earlier saw a

wast sure of closing date myself but earlier saw a date in late june in docs-still looking-from this -p.23-24 of april 8k- looks like closing is or was contemplated by june 30




CLOSING

7.1

Closing . The Closing shall take place on the Closing Date at the offices of the lawyers for Pubco or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Priveco and Pubco, provided such undertakings are satisfactory to each party’s respective legal counsel.

7.2

Closing Deliveries of Priveco and the Selling Shareholder . At Closing, Priveco and the Selling Shareholder will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco:

(a)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction;

(b)

if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from such Selling Shareholder;

(c)

share certificates, if issued, representing the Priveco Shares as required by Section 2.3 of this Agreement;

(d)

all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement;

(e)

the Priveco Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; and

(f)

copies of all agreements and arrangements required by this Agreement.

7.3

Closing Deliveries of Pubco . At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:

(a)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;

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(b)

all certificates and other documents required by Section 5.2 of this Agreement;

(c)

all certificates, stock powers, and other documents required for the cancellation or consolidation of a sufficient amount of Pubco common shares to comply with Section 5.2(g) herein; and

(d)

the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction.

7.4

Delivery of Financial Statements. Prior to the Closing Date, Priveco will have delivered to Pubco the Priveco Financial Statements and financial statements for the interim period ended on the Priveco Accounting Date.

7.5

Finder’s Fee . On the Closing Date, Pubco, Priveco and the Selling Shareholder agree that Pubco shall enter into an agreement with a person (the “ Finder ”), as compensation for the introduction of Priveco and the Selling Shareholder to Pubco and assistance to Pubco in the negotiation of the acquisition of the Priveco Shares, to issue 30,000,000 restricted common shares of Pubco to the Finder.

7.6

Additional Closing Delivery of Pubco . At Closing, Pubco will deliver or cause to be delivered the share certificates representing the Pubco Shares.

8.

TERMINATION

8.1

Termination . This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

(a)

mutual agreement of Pubco and Priveco;

(b)

Pubco, if there has been a material breach by Priveco or the Selling Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholder that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholder that by its nature cannot be cured);

(c)

Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured);

(d)

Pubco or Priveco, if the Transaction is not closed by June 30, 2015, unless the parties hereto agree to extend such date in writing; or