Filed by sedaredgar.com - Cignus Ventures Inc. - Exhibit 10.1






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is dated for reference as of the 20th day
of August, 2009. 

AMONG: 


  
    
      
        SMARTLINX VOIP NETWORKS PRIVATE LIMITED,
          a company duly formed under the laws of India, with its principal office
          at 5-9-22, 3rd Floor, My Home Sarovar Plaza, Secretariat
          Road, Saifabad, Hydrabad – 500 063, India 

        (hereinafter called the "Company") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        SMARTLINX ACQUISITION CORP., a company
          duly formed under the laws of Nevada, with its registered office at
          8275 S. Eastern Avenue, Suite 200, Las Vegas, NV, 89123 

        (hereinafter called the “Purchaser”) 

      

    

  



OF THE SECOND PART 

AND:


  
    
      
        DAVID K. RYAN, of 19838 – 43rd
          Avenue, Langley, BC, V3A 6R4 

        (hereinafter called the "Principal Shareholder") 

      

    

  



OF THE THIRD PART 

AND: 


  
    
      
        CIGNUS VENTURES INC., a corporation duly
          formed under the laws of Nevada with its principal office at Suite 410
          – 103 East Holly Street, Bellingham, WA, 98225 

        (hereinafter called "Cignus") 

      

    

  



OF THE FOURTH PART 

AND: 


  
    
      
        CITIGLOBAL LTD., a corporation duly formed
          under the laws of the Republic of Mauritius with its registered office
          at 6th Floor Newton Tower, Sir William Newton Street, Port
          Louis, Mauritius. 

        (hereinafter called the "Vendor") 

      

    

  



OF THE FIFTH PART 




WHEREAS: 

A.               
The Purchaser has offered to purchase all of the issued and outstanding shares
of the Company; 

B.               
The Vendor has agreed to sell to the Purchaser all of the issued and outstanding
shares of the Company held by the Vendor on the terms and conditions set forth
herein; 

C.               
As additional consideration for the sale of the shares of the Company to the
Purchaser, the Principal Shareholder has agreed to transfer to the Vendor
certain shares of the Purchaser; and 

D.               
The parties wish to enter into this Agreement in order to record the terms and
conditions of the agreement among them the parties. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the foregoing and of the sum of $1.00 paid by the Purchaser to
the Vendor and to the Company, the receipt of which is hereby acknowledged, the
parties hereto agree each with the other as follows: 

1.                 
INTERPRETATION 

1.1               
Where used herein or in any amendments or Schedules hereto, the following terms
shall have the following meanings: 

	 	(a) 	
      "Business" means the business in which the Company is
      engaged, namely:

	 	 	 	 
	 		(i) 	
      providing technical support and back office services for
      Voice-Over Internet Protocol (VOIP);

	 	 	 	 
	 		(ii) 	
      live on-line tutoring services utilizing its video
      enabled model and “Live Tutor” website; and

	 	 	 	 
	 		(iii) 	
      any other enterprise that is directly related to the
      foregoing.

	 	 	 	 
	 	(b) 	
      "Closing Date" means the date that is five business days
      after the delivery of those financial statements specified in paragraph
      6.1 of this Agreement, but in any event no later than September 30,
      2009.

	 	 	 	 
	 	(c) 	
      "Cignus Audited Financial Statements" means those audited
      financial statements of Cignus as at August 31, 2008, filed with the
      United States Securities and Exchange Commission on January 14,
    2009.

	 	 	 	 
	 	(d) 	
      "Cignus Financial Statements" means, collectively, the
      Cignus Audited Financial Statements and the Cignus Unaudited Financial
      Statements.

	 	 	 	 
	 	(e) 	
      "Cignus Shares" means those fully paid and non-assessable
      shares in the common stock of Cignus to be issued by Cignus to the Vendor
      as set out in paragraph 2.2.








	 	(f) 	
      “Cignus Unaudited Financial Statements” means those
      unaudited financial statements of Cignus as at May 31, 2009, filed with
      the United States Securities and Exchange Commission on July 15,
    2009.

	 	 	 
	 	(g) 	
      “Cignus Warrants” means those warrants, in the form
      attached as Schedule “B” hereto, entitling the holder to acquire one share
      in the common stock of the Cignus for each warrant held, to be issued by
      Cignus to the Vendor pursuant to paragraph 2.2.

	 	 	 
	 	(h) 	
      “Company Financial Statements” means the Company’s
      financial statements attached as Schedule A hereto.

	 	 	 
	 	(i) 	
      "Company Shares" means the 10,000 equity shares of the
      Company legally and beneficially owned by the Vendor.

	 	 	 
	 	(j) 	
      "Exchange Act" means the United States Securities
      Exchange Act of 1934.

	 	 	 
	 	(k) 	
      "FINRA" means the Financial Industry Regulatory
      Authority.

	 	 	 
	 	(l) 	
      "Principal Shares" means the 10,000,000 presently issued
      restricted shares in the common stock of Cignus held by the Principal
      Shareholder to be transferred to the Vendor as described in paragraph
      2.3.

	 	 	 
	 	(m) 	
      “Rs” means Rupees of India.

	 	 	 
	 	(n) 	
      “Securities Act” means the United States Securities Act
      of 1933.

	 	 	 
	 	(o) 	
      “SEC” means the United States Securities and Exchange
      Commission.

	 	 	 
	 	(p) 	
      “Trademark” means those trademark applications described
      in Schedule “H” hereto.



1.2               
All dollar amounts referred to in this Agreement are in United States funds,
unless expressly stated otherwise.

1.3               
The following schedules are attached to and form part of this Agreement: 

	 	Schedule A 	– 	Company Financial Statements
  
	 	Schedule B 	– 	Form of Cignus Warrants 
	 	Schedule C 	– 	Employment, Service & Pension
      Agreements of the Company 
	 	Schedule D 	– 	Real Property & Leases of the
      Company 
	 	Schedule E 	– 	Encumbrances on the Assets of the
      Company 
	 	Schedule F 	– 	Company Litigation 
	 	Schedule G 	– 	Cignus and the Purchaser
      Litigation 
	 	Schedule H 	– 	Patents, Trademarks, Trade Names,
      Copyrights and Websites of the Company 
	 	Schedule I 	– 	Share Transfer Form 
	 	Schedule J 	– 	Material Agreements of the
      Company 






2.                
 SHARE EXCHANGE AND PURCHASE OF SHARES 

2.1               
The Vendor hereby covenants and agrees to sell, assign and transfer to the
Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor,
the Company Shares. 

2.2               
In consideration for the sale of the Company Shares by the Vendor to the
Purchaser, Cignus shall: 

	 	(a) 	
      allot and issue to the Vendor 3,250,000 shares of Cignus’
      common stock (the “Cignus Shares”); and

	 	 	 
	 	(b) 	
      issue to the Vendor warrants to acquire 4,250,000 shares
      of Cignus common stock at a price of $0.02 per share during the period of
      the date that is two (2) years from the date of issuance (the “Cignus
      Warrants”).



2.3               
As additional consideration for the Vendor entering into this Agreement and
completing the sale of the Company Shares to the Purchaser, the Principal
Shareholder agrees to transfer the Principal Shares (10,000,000 shares in the
common stock of the Purchaser) to the Vendor on the Closing Date for and at an
aggregate price of $10,000. 

2.4               
The Vendor acknowledges that the Cignus Shares are “restricted securities”
within the meaning of the Securities Act and will be issued to the Vendor in
accordance with Regulation S of the Securities Act. Any certificates
representing the Cignus Shares will be endorsed with the following legend in
accordance with Regulation S of the Securities Act: 


  
    
      
        “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
          AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
          ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
          TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
          PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO
          AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
          INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
          THE ACT”. 

      

    

  



2.5               
The Vendor acknowledges that the Cignus Warrants and the securities to be issued
upon their exercise are “restricted securities” within the meaning of the
Securities Act and will be issued to the Vendor in accordance with Regulation S
of the Securities Act. Any certificates representing the Cignus Warrants will be
endorsed with the following legend in accordance with Regulation S of the
Securities Act: 


  
    
      
        “THE WARRANTS REPRESENTED BY THIS CERTIFICATE
          AND THE SECURITIES TO BE ISSUED UPON THE EXERCISE OF THESE WARRANTS
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
          AND HAVE BEEN ISSUED IN RELIANCE UPON AN 

      

    

  







  
    
      
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
          THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. THESE WARRANTS
          MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT
          IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
          REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
          REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THESE WARRANTS
          OR THE SECURITIES TO BE ISSUED ON THE EXERCISE OF THESE WARRANTS MAY
          NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE WARRANTS REPRESENTED
          BY THIS CERTIFICATE MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S.
          PERSON AS THAT TERM IS DEFINED BY REGULATION S UNLESS REGISTERED UNDER
          THE ACT OR AN EXEMPTION TO REGISTRATION IS AVAILABLE.” 

      

    

  



3.                
 COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE COMPANY
AND THE VENDOR 

                                   The
Company and the Vendor jointly and severally covenant with and acknowledge,
represent and warrant to Cignus, the Purchaser and the Principal Shareholder as
follows, and acknowledge that Cignus, the Purchaser and the Principal
Shareholder relying upon such covenants, acknowledgements, representations and
warranties in connection with the purchase by the Purchaser of the Company
Shares, the issuance by Cignus of the Cignus Shares and the Cignus Warrants and
the transfer by the Principal Shareholder of the Principal Shares: 

3.1               
The Company has been duly incorporated and organized, is a validly existing
company with limited liability and is in good standing under the laws of India;
it has the corporate power to own or lease its property and to carry on the
Business; it is duly qualified as a company with limited liability to do
business and is in good standing with respect thereto in each jurisdiction in
which the nature of the Business or the property owned or leased by it makes
such qualification necessary; and it has all necessary licenses, permits,
authorizations and consents to operate its Business in accordance with the terms
of its business plan. 

3.2               
The total share capital of the Company consists of 1,500,000 equity shares, with
a par value of Rs 10, of which 10,000 equity shares are issued and outstanding.


3.3               
The Vendor is the legal, beneficial and recorded owner of the Company Shares,
and has good and marketable title thereto, free and clear of all mortgages,
liens, charges, security interests, adverse claims, pledges, encumbrances and
demands whatsoever. 

3.4               
No person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Vendor of any of the Company
Shares. 

3.5               
No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, 




subscription, allotment or issuance of any of the unissued
shares in the capital of the Company or of any securities of the Company. 

3.6               
The Company does not have any subsidiaries or agreements of any nature to
acquire any subsidiary or to acquire or lease any other business operations and
will not prior to the Closing Date acquire, or agree to acquire, any subsidiary
or business without the prior written consent of the Purchaser. 

3.7               
The Company will not, without the prior written consent of the Purchaser, issue
any additional shares or ownership interest in the Company from and after the
date hereof to the Closing Date or create any options, warrants or rights for
any person to subscribe for or acquire any unissued shares in the capital of the
Company or ownership interest in the Company. 

3.8               
The Company is not a party to or bound by any guarantee, warranty,
indemnification, assumption or endorsement or any other like commitment of the
obligations, liabilities (contingent or otherwise) or indebtedness of any other
person, firm or corporation. 

3.9               
The books and records of the Company fairly and correctly set out and disclose
in all material respects, in accordance with generally accepted accounting
principles, the financial position of the Company as at the date hereof, and all
material financial transactions of the Company relating to the Business have
been accurately recorded in such books and records. 

3.10               
The Company Financial Statements present fairly the assets, liabilities (whether
accrued, absolute, contingent or otherwise) and the financial condition of the
Company as at the date thereof and there will not be, prior to the Closing Date,
any material increase in the liabilities of the Company other than increases
arising as a result of carrying on the Business in the ordinary and normal
course. 

3.11               
The entering into of this Agreement and the consummation of the transactions
contemplated hereby will not result in the violation of any of the terms and
provisions of the constating documents or bylaws of the Company or of any
indenture, instrument or agreement, written or oral, to which the Company or the
Vendor may be a party. 

3.12               
The entering into of this Agreement and the consummation of the transactions
contemplated hereby will not, to the best of the knowledge of the Company and
the Vendor, result in the violation of any law or regulation of India or of any
states in which they are resident or in which the Business is or at the Closing
Date will be carried on or of any local laws, municipal bylaws or ordinances to
which the Company or the Business may be subject. 

3.13               
This Agreement has been duly authorized, validly executed and delivered by the
Company and the Vendor. 

3.14               
The Business has been carried on in the ordinary and normal course by the
Company since the date of the Company Financial Statements and will be carried
on by the Company in the ordinary and normal course after the date hereof and up
to the Closing Date. 

3.15               
No capital expenditures in excess of $5,000 have been made or authorized by the
Company since the date of the Company Financial Statements and no capital
expenditures in 




excess of $5,000 will be made or authorized by the Company
after the date hereof and up to the Closing Date without the prior written
consent of the Purchaser. 

3.16               
Except as disclosed in the Schedules hereto, the Company is not a party to any
written or oral employment, service, consulting or pension agreement, and, the
Company does not have any employees or consultants who cannot be dismissed on
not more than one months notice without further liability. 

3.17               
The Company does not have outstanding any bonds, debentures, mortgages, notes,
loans or other indebtedness, and the Company is not under any agreement to
create or issue any bonds, debentures, mortgages, notes or other indebtedness,
except liabilities incurred in the ordinary course of business. 

3.18               
Except as disclosed in the Schedules hereto, the Company is not the owner or
lessee of, and is not under any agreement to own or lease, any real property.


3.19               
Except as disclosed in the Schedules hereto, the Company owns, possesses and has
good and marketable title to its undertaking, property and assets, and without
restricting the generality of the foregoing, all those assets described in the
balance sheet included in the Company Financial Statements, free and clear of
any and all mortgages, liens, pledges, charges, security interests,
encumbrances, actions, claims or demands of any nature whatsoever or howsoever
arising. 

3.20               
The Company has its property insured against loss or damage by all insurable
hazards or risks on a replacement cost basis and such insurance coverage will be
continued in full force and effect to and including the Closing Date; to the
best of the knowledge of the Company and the Vendor, the Company is not in
default with respect to any of the provisions contained in any such insurance
policy and has not failed to give any notice or present any claim under any such
insurance policy in due and timely fashion. 

3.21               
The Company does not have any outstanding material agreements, contracts or
commitments, whether written or oral, of any nature or kind whatsoever,
including, but not limited to, employment, service, consulting or pension
agreements, other than those agreements expressly listed in the Schedules hereto
or otherwise expressly disclosed in this Agreement. 

3.22               
Except as provided in the Schedules hereto, there are no actions, suits or
proceedings (whether or not purportedly on behalf of the Company), pending or
threatened against or affecting the Company or affecting the Business, at law or
in equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign and neither the Company nor the Vendor are aware of any existing ground
on which any such action, suit or proceeding might be commenced with any
reasonable likelihood of success. 

3.23               
The Company is not in material default or breach of any contracts, agreements,
written or oral, indentures or other instruments to which it is a party and
there are no facts, which, after notice or lapse of time or both, that would
constitute such a default or breach, and all such contracts, agreements,
indentures or other instruments are now in good standing and the Company is
entitled to all benefits thereunder. In particular, the Company’s agreement
dated January 27, 2009 with Bharat Sanchar Nigam Limited is in good standing.





3.24               
The Company has the right to use all of the intellectual property necessary to
conduct the Business, including, but not limited to, the patents, trademarks,
trade names and copyrights both domestic and foreign, set out in the Schedules
hereto. 

3.25               
To the best of the knowledge of the Company and the Vendor, the conduct of the
Business does not infringe upon the patents, trademarks, trade names or
copyrights, domestic or foreign, of any other person, firm or corporation. 

3.26               
To the best of the knowledge of the Company and the Vendor, the Company is
conducting, and will conduct, the Business in compliance with all applicable
laws, rules and regulations of each jurisdiction in which the Business is, or
will be, carried on, the Company is not in material breach of any such laws,
rules or regulations and is, or will be on the Closing Date, fully licensed,
registered or qualified in each jurisdiction in which the Company owns or leases
property or carries on, or proposes to carry on, the Business to enable the
Business to be carried on as now conducted and its property and assets to be
owned, leased and operated, and all such licenses, registrations and
qualifications are or will be on the Closing Date valid and subsisting and in
good standing and that none of the same contains or will contain any provision,
condition or limitation which has or may have a materially adverse effect on the
operation of the Business. 

3.27               
All facilities and equipment owned or used by the Company in connection with the
Business are in good operating condition and are in a state of good repair and
maintenance. 

3.28               
Except as disclosed in the Company Financial Statements and the Schedules
hereto, and except for salaries incurred in the ordinary course of business
since the date thereof, the Company has no loans or indebtedness outstanding
which have been made to or from directors, former directors, officers,
shareholders and employees of the Company or to any person or corporate body not
dealing at arm's length with any of the foregoing, and will not, prior to
closing, pay any such indebtedness unless in accordance with budgets agreed in
writing by the Purchaser. 

3.29               
The Company and the Vendor have made full disclosure to Cignus, the Purchaser
and the Principal Shareholder of all aspects of the Business and has made all of
its books and records available to the representatives of Cignus, the Purchaser
and the Principal Shareholder in order to assist Cignus, the Purchaser and the
Principal Shareholder in the performance of its due diligence searches and no
material facts in relation to the Business have been concealed by the Company or
the Vendor. 

3.30               
There are no material liabilities of the Company of any kind whatsoever, whether
or not accrued and whether or not determined or determinable, in respect of
which the Company or the Purchaser may become liable on or after the
consummation of the transaction contemplated by this Agreement, other than
liabilities which may be reflected on the Company Financial Statements,
liabilities disclosed or referred to in this Agreement or in the Schedules
attached hereto, or liabilities incurred in the ordinary course of business and
attributable to the period since the date of the Company Financial Statements,
none of which has been materially adverse to the nature of the Business, results
of operations, assets, financial condition or manner of conducting the Business.





3.31               
The total liabilities of the Company do not exceed $150,000. As at March 31,
2009, the Company was indebted to Nettlinx Limited in the amount of $137,608,
bearing interest at a rate of six percent (6%) per annum. 

3.32               
The Memorandum of Association, Articles of Association and other constating
documents of the Company in effect with the appropriate corporate authorities as
at the date of this Agreement will remain in full force and effect without any
changes thereto as at the Closing Date. 

3.33               
The directors and officers of the Company are as follows: 

	Name 	Position 
	Job Thomas Thekkekkara 	Director, Chief Operating
      Officer 
	Nyayapathi Sunder Raj 	Director, Chief Executive Officer 
	Manohar Loka Reddy 	Director 
	Pogula Chandra Sekhar 	Director 


3.34               
The Vendor is not a “U.S. Person” as defined by Regulation S of the Securities
Act and is not acquiring the Cignus Shares, the Cignus Warrants and the
Principal Shares for the account or benefit of such a U.S. Person. 

3.35               
The Vendor represents and warrants to Cignus, the Purchaser and the Principal
Shareholder that it is acquiring the Cignus Shares, the Cignus Warrants and the
Principal Shares for investment purposes only, with no present intention of
dividing its interest with others or reselling or otherwise disposing of any or
all of the Cignus Shares, the Cignus Warrants and the Principal Shares. 

3.36               
The Vendor was not in the United States at the time the offer to acquire the
Cignus Shares, the Cignus Warrants and the Principal Shares was received.

4.                
 COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
AND CIGNUS

                                   The
Purchaser and Cignus covenant with and represent and warrant to the Vendor and
the Company as follows and acknowledge that the Vendor are relying upon such
covenants, representations and warranties in entering into this Agreement: 

4.1               
The Purchaser has been duly incorporated and organized and is validly subsisting
under the laws of the State of Nevada; it has the corporate power to own or
lease its properties and to carry on its business as now being conducted by it;
and it is duly qualified as a corporation to do business and is in good standing
with respect thereto in each jurisdiction in which the nature of its business or
the property owned or leased by it makes such qualification necessary. 

4.2               
Cignus has been duly incorporated and organized and is validly subsisting under
the laws of the State of Nevada; it is a reporting issuer under the Exchange Act
and is in good standing with respect to all filings required to be made under
such statutes with the SEC; it has the corporate power to own or lease its
properties and to carry on its business as now being conducted by it; and it is
duly qualified as a corporation to do business and is in good standing 




with respect thereto in each jurisdiction in which the nature
of its business or the property owned or leased by it makes such qualification
necessary. 

4.3               
The authorized capital of Cignus consists of 200,000,000 shares with a par value
of $0.001 per share, 100,000,000 shares of which are common stock and
100,000,000 shares of which are preferred stock. There are 16,000,000 shares of
common stock currently issued and outstanding as fully paid and non-assessable
shares and no shares of preferred stock issued and outstanding.

4.4               
No person, firm or corporation has any agreement or option, including
convertible securities, warrants or convertible obligations of any nature, or
any right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase, subscription, allotment or
issuance of any of the unissued shares in the capital of Cignus or the
Purchaser.

4.5               
Except for Cignus completing a private placement of 2,500,000 units at a price
of $0.02 per unit, with each unit consisting of one share of Cignus’ common
stock and one share purchase warrant exercisable at $0.02 per share, Cignus and
the Purchaser will not, without the prior written consent of the Vendor, issue
any additional shares from and after the date hereof to the Closing Date or
create any options, warrants or rights for any person to subscribe for any
unissued shares in the capital of Cignus and the Purchaser. 

4.6               
The directors and officers of the Purchaser are as follows: 

	 	Name 	Position 
	 	David K. Ryan 	Director, President, Secretary
      and Treasurer 


4.7               
The directors and officers of Cignus are as follows: 

	 	Name 	Position 
	 	David K. Ryan 	Director, CEO, CFO, President,
      Secretary and Treasurer 


4.8               
The Cignus Audited Financial Statements present fairly the assets, liabilities
(whether accrued, absolute, contingent or otherwise) and the financial condition
of Cignus as at the date thereof. 

4.9               
The Cignus Unaudited Financial Statements present fairly the assets, liabilities
(whether accrued, absolute, contingent or otherwise) and the financial condition
of Cignus as of the date thereof and there will not be, prior to the Closing
Date, any material increase in the liabilities of Cignus. 

4.10               
There have been no material adverse changes in the financial position or
condition of Cignus or damage, loss or destruction materially affecting the
business or property of Cignus from the date of the Cignus Unaudited Financial
Statements to the Closing Date except as may be disclosed by Cignus in Current
Reports on Form 8-K filed with the SEC. 

4.11               
Cignus and the Purchaser have made full disclosure to the Vendor of all material
aspects of Cignus and the Purchaser’s business and has made all of its books and
records 




available to the representatives of the Vendor in order to
assist the Vendor in the performance of its due diligence searches and no
material facts in relation to Cignus and the Purchaser’s business have been
concealed by Cignus and the Purchaser. 

4.12               
Neither Cignus nor the Purchaser is a party to or bound by any agreement or
guarantee, warranty, indemnification, assumption or endorsement or any other
like commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation. 

4.13               
Except as disclosed in the Schedules attached hereto, there are no actions,
suits or proceedings (whether or not purportedly on behalf of Cignus or the
Purchaser), pending or threatened against or affecting Cignus, the Purchaser or
their business, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign and Cignus and the Purchaser are not aware
of any existing ground on which any such action, suit or proceeding might be
commenced with any reasonable likelihood of success. 

4.14               
Cignus' common shares are quoted on the FINRA OTC Bulletin Board and Cignus is
not in breach of any regulation, by-law or policy of, or any of the terms and
conditions of its quotation on the FINRA OTC Bulletin Board applicable to Cignus
or its operations. 

4.15               
Neither Cignus nor the Purchaser currently have any employees and is not party
to any collective agreements with any labour unions or other association of
employees. 

4.16               
Other than the Purchaser and CVI Exploration Ltd., Cignus does not have any
subsidiaries or agreements of any nature to acquire any subsidiary or to acquire
or lease any other business operations and will not prior to the Closing Date
acquire, or agree to acquire, any subsidiary or business without the prior
written consent of the Company. 

4.17               
The business of Cignus and the Purchaser now and until the Closing Date will be
carried on in the ordinary and normal course after the date hereof and upon to
the Closing Date and no material transactions shall be entered into until the
Closing Date without the prior written consent of the Vendor. 

4.18               
No liability, cost or expense will be incurred or payable by Cignus or the
Purchaser in connection with the disposition of any of its properties. 

4.19               
Neither Cignus nor the Purchaser is indebted to any of its directors or officers
nor are any of Cignus or the Purchaser’s directors or officers indebted to
them.

4.20               
Cignus and the Purchaser has good and marketable title to its properties and
assets as set out in Cignus Audited Financial Statements and such properties and
assets are not subject to any mortgages, pledges, liens, charges, security
interests, encumbrances, actions, claims or demands of any nature whatsoever or
howsoever arising. 

4.21               
The Corporate Charter, Articles of Incorporation and Bylaws and any other
constating documents of Cignus and the Purchaser in effect with the appropriate
corporate authorities as at the date of this Agreement will not have been
materially changed as at the Closing Date. 




4.22               
Except for liabilities accrued in connection with legal, auditing and accounting
expenses for the preparation of this Agreement and in order to complete the
closing of the transactions contemplated therein, there are no material
liabilities of Cignus and the Purchaser of any kind whatsoever, whether or not
accrued and whether or not determined or determinable, in respect of which
Cignus, the Purchaser or the Company may become liable on or after the
consummation of the transaction contemplated by this Agreement, other than
liabilities which may be reflected on the Cignus Audited Financial Statements,
liabilities disclosed or referred to in this Agreement or in the Schedules
attached hereto, or liabilities incurred in the ordinary course of business and
attributable to the period since the date of the Cignus Audited Financial
Statements, none of which has been materially adverse to the nature of Cignus or
the Purchaser's business, results of operations, assets, financial condition or
manner of conducting Cignus or the Purchaser's business. 

4.23               
The total liabilities of CVI Exploration Ltd., a wholly-owned subsidiary of
Cignus, do not exceed $1,000 and CVI Exploration Ltd. is in the process of being
dissolved by the Registrar of Companies. 

4.24               
The entering into of this Agreement and the consummation of the transactions
contemplated hereby will not result in the violation of any of the terms and
provisions of the constating documents or bylaws of Cignus or the Purchaser or
of any indenture, instrument or agreement, written or oral, to which Cignus or
the Purchaser may be a party. 

4.25               
The entering into of this Agreement and the consummation of the transactions
contemplated hereby will not, to the best of the knowledge of Cignus, result in
the violation of any law or regulation of the United States or the State of
Nevada or of any local government bylaw or ordinance to which Cignus, the
Purchaser or their business may be subject. 

4.26               
This Agreement has been duly authorized, validly executed and delivered by
Cignus or the Purchaser. 

4.27               
Neither Cignus nor the Purchaser have contracts with any officers, directors,
accountants, lawyers or others which cannot be terminated with not more than one
month's notice. 

4.28               
No agreement has been made with Cignus or the Purchaser in respect of the
purchase and sale contemplated by this Agreement that could give rise to any
valid claim by any person against the Company or the Vendor for a finder's fee,
brokerage commission or similar payment. 

4.29               
Cignus, the Purchaser and the Principal Shareholder were given the opportunity
to inspect and carry out due diligence searches on the Company and the Vendor.


5.                
 COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL
SHAREHOLDER

                                   The
Principal Shareholder covenants with and represents and warrants to the Vendor
and the Company as follows and acknowledges that the Vendor is relying upon such
covenants, representations and warranties in entering into this Agreement: 




5.1               
The Principal Shares are owned by the Principal Shareholder as the beneficial
and recorded owner with good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever. 

5.2               
The Principal Shares shall indemnify and hold the Company and the Vendor
harmless from any liabilities arising from CVI Exploration Inc. 

6.                
 ACTS IN CONTEMPLATION OF CLOSING 

6.1               
The Company covenants and agrees with Cignus, the Purchaser and the Principal
Shareholder to, prior to or on the Closing Date, deliver to Cignus and the
Purchaser those audited and unaudited financial statements of the Company as are
required by Regulation S-K of the SEC in order to permit Cignus to make the SEC
filings required in respect of the purchase and sale of the shares of the
Company in accordance with this Agreement, including, but not limited to, annual
financial statements for the year ended March 31, 2009, prepared in accordance
with United States Generally Accepted Accounting Procedures (“US GAAP”) and
audited in accordance with PCAOB audit standards, and unaudited interim
financial statements for the period ended June 30, 2009, prepared in accordance
with US GAAP. 

6.2               
Cignus will take such steps as may be necessary, including the filing of an
information statement pursuant to Section 14(f) of the Exchange Act and Rule
14f-1 thereunder, to effect the following changes in the officers and directors
of Cignus: 

	 	Name 	Position 
	 	Abraham Joy 	Chief Executive
        Officer, Chief Financial Officer, President, Secretary, Treasurer &
        Director 

	 	Job Thomas Thekkekkara 	Director 
	 	Nyayapathi Sunder Raj 	Director 


7.                
 CONDITIONS OF CLOSING 

7.1               
All obligations of the Cignus and the Purchaser under this Agreement are subject
to the fulfilment, at or prior to the Closing Date, of the following conditions:


	 	(a) 	
      The respective representations and warranties of the
      Vendor and the Company contained in this Agreement or in any Schedule
      hereto or certificate or other document delivered to Cignus and the
      Purchaser pursuant hereto shall be substantially true and correct as of
      the date hereof and as of the Closing Date with the same force and effect
      as though such representations and warranties had been made on and as of
      such date, regardless of the date as of which the information in this
      Agreement or any such Schedule or certificate is given, and Cignus and the
      Purchaser shall have received on the Closing Date certificates dated as of
      the Closing Date, in forms satisfactory to counsel for Cignus and the
      Purchaser and signed under seal by the Vendor and by two senior officers
      of the Company to the effect that their respective representations and
      warranties referred to above are true and correct on and as of the Closing
      Date with the same force and effect as though made on and as of such date,
      provided that the acceptance of such certificates and the closing of the
      transactions herein








	 		
      provided for shall not be a waiver of the respective
      representations and warranties contained in Article 3 or in any Schedule
      hereto or in any certificate or document given pursuant to this Agreement
      which covenants, representations and warranties shall continue in full
      force and effect for the benefit of Cignus and the Purchaser;

	 	 	 	 
	 	(b) 	
      the Company shall have caused to be delivered to the
      Purchaser an opinion of legal counsel acceptable to Cignus and the
      Purchaser's legal counsel, in form and substance satisfactory to Cignus
      and the Purchaser, dated as of the Closing Date, to the effect
  that:

	 	 	 	 
	 		(i) 	
      the Company owns, possesses and has good and marketable
      title to its undertaking, property and assets, and without restricting the
      generality of the foregoing, those assets described in the balance sheet
      included in the Company Financial Statements, free and clear of any and
      all mortgages, liens, pledges, charges, security interests, encumbrances,
      actions, claims or demands of any nature whatsoever and howsoever
      arising;

	 	 	 	 
	 		(ii) 	
      the Company has been duly incorporated, organized and is
      validly existing under the laws of India, it has the corporate power to
      own or lease its properties and to carry on its business that is now being
      conducted by it and is in good standing with respect to filings with the
      appropriate governmental authorities;

	 	 	 	 
	 		(iii) 	
      the issued and authorized capital of the Company is as
      set out in this Agreement and all of the issued and outstanding shares
      have been validly issued as fully paid and non-assessable;

	 	 	 	 
	 		(iv) 	
      all necessary approvals and all necessary steps and
      corporate proceedings have been obtained or taken to permit the Company
      Shares to be duly and validly transferred to and registered in the name of
      the Purchaser;

	 	 	 	 
	 		(v) 	
      all necessary governmental and regulatory approvals,
      including, but not limited to, those approvals required under the Foreign
      Exchange Management Act 1999 (India), to permit the transfer of the
      Company’s shares to the Purchaser and the Principal Shares to the Vendor
      and the issuance of the Cignus Shares and Cignus Warrants to the Vendor;
      and

	 	 	 	 
	 		(vi) 	
      the consummation of the purchase and sale contemplated by
      this Agreement, including, but not limited to, the transfer of the Company
      Shares to the Purchaser, will not be in breach of any laws of India, and,
      in particular but without limiting the generality of the foregoing, the
      execution and delivery of this Agreement by the Vendor and the Company has
      not breached and the consummation of the purchase and sale contemplated
      hereby will not be in breach of any laws of India or of any other country
      or state in which the Vendor is resident or the Company carries on
      business;

	 	 	 	 
	 		
      and, without limiting the generality of the foregoing,
      that all corporate proceedings of the Company, its shareholders and
      directors and all other matters








	 		
      which, in the reasonable opinion of counsel for Cignus
      and the Purchaser, are material in connection with the transaction of
      purchase and sale contemplated by this Agreement, have been taken or are
      otherwise favorable to the completion of such transaction.

	 	 	 
	 	(c) 	
      At the Closing Date there shall have been no materially
      adverse change in the affairs, assets, liabilities, or financial condition
      of the Company or the Business (financial or otherwise) from that shown on
      or reflected in the Company Financial Statements.

	 	 	 
	 	(d) 	
      No substantial damage by fire or other hazard to the
      Business shall have occurred prior to the Closing Date.

	 	 	 
	 	(e) 	
      The Company shall have delivered to Cignus and the
      Purchaser those financial statements of the Company specified in paragraph
      6.1 hereof.



7.2               
In the event any of the foregoing conditions contained in paragraph 7.1 hereof
are not fulfilled or performed at or before the Closing Date to the reasonable
satisfaction of Cignus and the Purchaser, Cignus and the Purchaser may terminate
this Agreement by written notice to the Vendor and in such event Cignus and the
Purchaser shall be released from all further obligations hereunder but any of
such conditions may be waived in writing in whole or in part by Cignus and the
Purchaser without prejudice to its rights of termination in the event of the
non-fulfilment of any other conditions. 

7.3               
All obligations of the Company and the Vendor under this Agreement are subject
to the fulfilment, at or prior to the Closing Date, of the following conditions:


	 	(a) 	
      The representations and warranties of Cignus and the
      Purchaser contained in this Agreement or in any Schedule hereto or
      certificate or other document delivered to the Company and the Vendor
      pursuant hereto shall be substantially true and correct as of the date
      hereof and as of the Closing Date with the same force and effect as though
      such representations and warranties had been made on and as of such date,
      regardless of the date as of which the information in this Agreement or
      any such Schedule.

	 	 	 	 
	 	(b) 	
      Cignus and the Purchaser shall have caused to be
      delivered to the Company either a certificate of an officer of Cignus and
      the Purchaser or, at the Company’s election, an opinion of legal counsel
      acceptable to counsel to the Company, in either case, in form and
      substance satisfactory to the Company, dated as of the Closing Date, to
      the effect that:

	 	 	 	 
	 		(i) 	
      Cignus and the Purchaser has been duly incorporated and
      organized and is validly subsisting under the laws of the State of Nevada,
      it has the corporate power to own or lease its properties and to carry on
      its business that is now being conducted by it and is in good standing
      with respect to all filings with the appropriate corporate authorities in
      Nevada and with respect to all annual and quarterly filings with the
      SEC;








	 	(ii) 	
      the issued and authorized capital of Cignus and the
      Purchaser is as set out in this Agreement and all issued shares have been
      validly issued as fully paid and non-assessable;

	 	 	 
	 	(iii) 	
      the consummation of the purchase and sale contemplated by
      this Agreement, including, but not limited to, will not be in breach of
      any laws of Nevada and, in particular, but without limiting the generality
      of the foregoing, the execution and delivery of this Agreement by Cignus
      and the Purchaser has not breached, and the consummation of the purchase
      and sale contemplated hereby will not be in breach of, any securities laws
      of the United States of America;




	 		
      and, without limiting the generality of the foregoing,
      that all corporate proceedings of Cignus and the Purchaser, its
      shareholders and directors and all other matters which, in the reasonable
      opinion of counsel for the Company, are material in connection with the
      transaction of purchase and sale contemplated by this Agreement, have been
      taken or are otherwise favorable to the completion of such
    transaction.

	 	 	 
	 	(c) 	
      At the Closing Date there shall have been no materially
      adverse change in the affairs, assets, liabilities, financial condition or
      business (financial or otherwise) of Cignus and the Purchaser from that
      shown on or reflected in the Cignus Audited Financial
Statements.

	 	 	 
	 	(d) 	
      Cignus shall have made the Schedule 14F-1 Information
      Statement filing as required under paragraph 6.2.

	 	 	 
	 	(e) 	
      The Principal Shareholder shall have delivered to the
      Company and the Purchaser his resignation as the Chief Executive Officer,
      Chief Financial Officer, President, Secretary, Treasurer and as a Director
      of Cignus.



7.4               
In the event that any of the conditions contained in paragraph 6.3 hereof shall
not be fulfilled or performed by Cignus and the Purchaser at or before the
Closing Date to the reasonable satisfaction of the Company and the Vendor then
the Company and the Vendor shall have all the rights and privileges granted to
Cignus and the Purchaser under paragraph 6.2, mutatis mutandis. 

8.                 
CLOSING ARRANGEMENTS 

8.1               
The 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 Purchaser or by the
Company and the Vendor, as the case may be, then: 

	 	(a) 	
      the Company and/or the Vendor shall deliver to Cignus
      and/or the Purchaser:








	 	(i) 	
      Share Transfer Form in the form attached as Schedule “I”
      hereto and such other documents as may be necessary to record the transfer
      of the Company to the Purchaser in the appropriate commercial
    registry;

	 	 	 
	 	(ii) 	
      the certificates and officer's certificate or opinion
      referred to in paragraph 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:




	 	Name 	Position 
	 	Abraham Joy 	Chief Executive
        Officer, Chief Financial Officer, President, Secretary, Treasurer &
        Director 

	 	Job Thomas Thekkekkara 	Director 
	 	Nyayapathi Sunder Raj 	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
      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 either 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 its 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), 8.2(e)(ii) and 8.2(e)(iii) is not a
condition precedent under this Agreement 

9.                
 GENERAL PROVISIONS 

9.1               
Time shall be of the essence of this Agreement. 

9.2               
This Agreement contains the whole agreement between the parties hereto in
respect of the purchase and sale of the Company Shares and there are no
warranties, representations, terms, conditions or collateral agreements
expressed, implied or statutory, other than as expressly set forth in this
Agreement. 

9.3               
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. Cignus and the
Purchaser may not assign this Agreement without the consent of the Company which
consent may be withheld for any reason whatsoever. 

9.4               
Any notice to be given under this Agreement shall be duly and properly given if
made in writing and delivered or telecopied to the addressee at the address as
set out on page one of this Agreement. Any notice given as aforesaid shall be
deemed to have been given or made on, if delivered, the date on which it was
delivered or, if telecopied, on the next business day after it was telecopied.
Any party hereto may change its address for notice from time to time by
providing notice of such change to the other parties hereto in accordance with
the foregoing. 

9.5               
This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Nevada, and
each of the parties hereto irrevocably attorns to the jurisdiction of the courts
of the State of Nevada. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK]




9.6              
No claim shall be made by the Company or the Vendor against Cignus and the
Purchaser, or by Cignus and the Purchaser against the Company or the Vendor, as
a result of any misrepresentation or as a result of the breach of any covenant
or warranty herein contained unless the aggregate loss or damage to such party
exceeds $5,000. 

This Agreement may be executed in one or more counterparts,
each of which so executed shall constitute an original and all of which together
shall constitute one and the same agreement. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	SMARTLINX VOIP NETWORKS 	 	SMARTLINX ACQUISITION CORP. 
	PRIVATE LTD. 	 	  
	  	 	  
	  	 	  
	/s/ Manohar
      Loka Reddy 	 	/s/
      David K. Ryan 
	Per: Manohar Loka Reddy 	 	Per: David K. Ryan 
	  	 	  
	  	 	  
	/s/ Pogula
      Chandra Sekhar 	 	  
	Per: Pogula Chandra Sekhar 	 	  



	CIGNUS VENTURES INC. 	 	CITIGLOBAL LTD. 
	  	 	  
	  	 	  
	  	 	  
	/s/ David K.
      Ryan 	 	/s/
      Manohar Loka Reddy 
	Per:    David K. Ryan, 	 	Per: Manohar Loka Reddy 
	           President,
      Secretary and Treasurer 	 	  
	  	 	  
	  	 	  
	SIGNED, SEALED AND DELIVERED 	 	  
	BY DAVID K. RYAN 	 	  
	in the presence of: 	 	  
	  	 	  
	  	 	  
	/s/ Stephen
      F.X. O’Neill 	 	/s/
      David K. Ryan 
	Signature of Witness 	 	DAVID K. RYAN 
	  	 	  
	Stephen F.X.
      O’Neill	 	  
	Name 	 	  
	  	 	  
	Suite 950, 650 W.
      Georgia St,	 	  
	Address 	 	  
	  	 	  
	Vancouver, BC V6B
      4N8	 	  






SCHEDULE "A" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

COMPANY FINANCIAL STATEMENTS 




SMARTLINX VOIP NETWORKS PRIVATE LIMITED 

  Foreign Subsidiary Financial Reporting Package 

  Table of Contents


  	1 	
        Detailed Trial Balance

        
	2 	
        Balance Sheet

        
	3 	
        Statement of Operations

        
	4 	
        Statement of Stockholders' Equity

        
	5 	
        Fixed Asset Rollforward Schedule

        
	6 	
        Trade Receivable Schedule

        
	7 	
        Other Current Assets

        
	8 	
        Current Liabilities Schedule

        
	9 	
        Cost of Revenue

        
	10 	
        Selling, General & Administrative Expenses

        










	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	  	  
	5-9-22, 3rd Floor, My Home Sarovar Plaza, Secretariat Road,
      Saifabad 	  	  
	Hyderabad - 500 063 	Closing Rate 	52.17 
	Trial Balance as at 31-03-2009 	Average Rate 	46.47 
	  	Date of Issue 	44.98 




	  	 	Rupees
    	 
	  	 	Debit 	 	 	Credit 	 
	Share Capital 	 	  	 	 	100,000 	 
	Unsecured Loans 	 	  	 	 	7,179,000 	 
	Current Liabilities 	 	  	 	 	336,685 	 
	Provisions 	 	  	 	 	70,343 	 
	Deffered Tax liablity 	 	  	 	 	13,576 	 
	Fixed Assets 	 	645,839 	 	 	  	 
	Accumulated Depreciation 	 	  	 	 	187,361 	 
	Cash and Bank Balance 	 	295,727 	 	 	  	 
	Loans & Advances 	 	1,542,925 	 	 	  	 
	Miscellaneous Expenditure 	 	975,827 	 	 	  	 
	Profit & Loss Account 	 	3,727,653 	 	 	  	 
	Sales Accounts 	 	  	 	 	  	 
	Sales and Service 	 	  	 	 	1,248,471 	 
	Indirect Expenses 	 	  	 	 	  	 
	Salaries 	 	1,241,677 	 	 	  	 
	Staffwelfare Expenses 	 	694 	 	 	  	 
	Provident Fund 	 	35,121 	 	 	  	 
	P.F.Adminstrative Exp. 	 	5,762 	 	 	  	 
	Bank Charges 	 	34,708 	 	 	  	 
	Audit Fees 	 	11,030 	 	 	  	 
	Postage & Courier A/c 	 	1,813 	 	 	  	 
	Printing & Stationery 	 	1,567 	 	 	  	 
	Professional Tax 	 	2,500 	 	 	  	 
	Rates & Taxes Fee 	 	12,205 	 	 	  	 
	Medical Expenses 	 	1,800 	 	 	  	 
	Cost of VOIP Phones sold 	 	144,500 	 	 	  	 
	General Expencess A/c 	 	50 	 	 	  	 
	Insurance A/c 	 	3,503 	 	 	  	 
	Internet Expenses A/c 	 	10,361 	 	 	  	 
	Legal & Professional Charges 	 	12,000 	 	 	  	 
	Local Conveyance Exp 	 	37,230 	 	 	  	 
	Currency Translation Adjustment A/c 	 	  	 	 	  	 
	Telephone Expenses (Cell Phone) 	 	38,971 	 	 	  	 
	Travelling Expenses 	 	4,203 	 	 	  	 
	Depreciation 	 	81,362 	 	 	  	 
	Miscellaneous Expenditure Written off 	 	245,014 	 	 	  	 
	Deffered taxes 	 	13,576 	 	 	  	 
	FBT 	 	7,817
    	 	 	  	 
	  	 	  	 	 	  	 
	  	 	9,135,436 	 	 	9,135,436 	 
	 	 	 	 	 	 	 








	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	 	31/03/2009 	 31/03/2008	31/03/2007
	5-9-22, 3rd Floor, My Home Sarovar Plaza, Secretariat Road,
      Saifabad 	Closing Rate	
      52.17

      	39.90	
	Hyderabad - 500 063 	Date of Issue	44.98	44.98	
	  	Average Rate	46.47	40.29	45.25
	BALANCE SHEET 	 		 	




	  	 	As at
    	 	 	 	 
	  	 	March 31, 2009 	 	 	March 31, 2008 	 
	  	 	USD 	 	 	USD 	 
	  	 	  	 	 	  	 
	ASSETS 	 	  	 	 	  	 
	Current Assets 	 	  	 	 	  	 
	Cash & cash equivalents 	 	5,669 	 	 	3,893 	 
	Trade Receivables 	 	17,499 	 	 	2,988 	 
	Other Current Assets 	 	2,492 	 	 	3,130 	 
	Total Current Assets 	 	25,659 	 	 	10,012 	 
	  	 	  	 	 	  	 
	Property and equipment, net 	 	8,788 	 	 	10,189 	 
	Other Non-Current Assets (Misc. Expenditure
      not written-off 	 	28,289 	 	 	424 	 
	Profit & Loss Account 	 	72,458 	 	 	87,500 	 
	Currency Translation Ajustement Account 	 	12,698 	 	 	5,643 	 
	  	 	  	 	 	  	 
	  	 	147,893 	 	 	113,768 	 
	  	 	  	 	 	  	 
	LIABILITIES & SHARE HOLDER'S EQUITY
    	 	  	 	 	  	 
	Current Liabilities & Provisions 	 	  	 	 	  	 
	Current Liabilities 	 	145,410 	 	 	111,544 	 
	Deffered Tax liablity 	 	260 	 	 	- 	 
	  	 	  	 	 	  	 
	Total Current Liabilities 	 	145,670 	 	 	111,544 	 
	  	 	  	 	 	  	 
	Other Non-Current Liabilities 	 	- 	 	 	- 	 
	  	 	  	 	 	  	 
	Total Liabilites 	 	145,670 	 	 	111,544 	 
	  	 	  	 	 	  	 
	Shareholder's Funds 	 	  	 	 	  	 
	Common Stock, INR 10 par value 15,000,000 (previous
    	 	  	 	 	  	 
	year 100,000) shares authorized and issued and 	 	  	 	 	  	 
	outstanding 10.000 shares (previous year 10,000shares)
    	 	2,223 	 	 	2,223 	 
	  	 	  	 	 	  	 
	Total Liabilities and Shareholder's Equity
    	 	147,893 	 	 	113,768 	 







	SMARTLINX VOIP NETWORKS PRIVATE LIMITED	 	 	 
	5-9-22, 3rd Floor, My Home Sarovar Plaza,
      Secretariat Road, Saifabad	 	31/03/2009  	31/03/2008
	Hyderabad - 500 063	Average Rate  	46.47	40.29


STATEMENT OF OPERATIONS      
  

	  	 	Year
      ended	 
	  	 	March 31, 2009 	 
	  	 	USD 	 
	Income 	 	  	 
	Sales and Service revenue 	 	26,866 	 
	  	 	  	 
	Cost of Revenue 	 	27,615 	 
	  	 	  	 
	Gross Margin 	 	(749	) 
	  	 	  	 
	Selling, general and administrative expenses
    	 	11,335 	 
	Depreciation 	 	1,751
    	 
	  	 	  	 
	Operating Income / (Loss) 	 	(13,835	) 
	Interest Expense 	 	747 	 
	Income / (Loss) before taxes 	 	(14,581	) 
	Taxes: 	 	  	 
	Current Taxes 	 	- 	 
	Deffered taxes 	 	292 	 
	FBT 	 	168 	 
	Net Income / (Loss) 	 	(15,042	) 







SMARTLINX VOIP NETWORKS PRIVATE LIMITED 

  Statement of Stockholders Equity (in US GAAP)


  	  	 	Shares 	 	 	Share 	 	 	Comprehensive 	 	 	Retained 	 	 	Total	 
	  	 	  	 	 	capital 	 	 	Income 	 	 	Earnings 	 	 	  	 
	  	 	Number 	 	 	  	 	 	USD 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	At March 31, 2008 	 	10,000 	 	 	2,223 	 	 	- 	 	 	87,500 	 	 	87,500 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net Income for the Year 2008-09 	 	  	 	 	  	 	 	(15,042 	)	 	(15,042 	)	 	(15,042 	)
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	At March 31, 2009 	 	10,000 	 	 	2,223 	 	 	(15,042 	)	 	72,458 	 	 	72,458 	 









 

	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	  	31/03/2009 	31/03/2008 
	Fixed Asset Rollforward (in US GAAP)	Closing Rate 	52.17 	  
	March 31, 2009 	Avergae Rate 	46.47 	40.29 





  		 	 Rupees
      	 	 	 $USD
      	 
		 	03/31/08 

        Balnce 	 	 	Additions 	 	 	Reclass 

        / 

        Disposal 	 	 	03/31/09 

        Balance 	 	 	03/31/08 

        Balance 	 	 	Additions	 	 	Reclass 

        / 

        Dispos 	 	 	03/31/09 

        Balance 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Computer Equipment (H/W) 	 	482,575 	 	 	133,264 	 	 	- 	 	 	615,839 	 	$	9,250 	 	$	2,554 	 	 	- 	 	$	11,804 	 
	  	 	  	 	 	  	 	 	  	 	 	- 	 	 	  	 	 	  	 	 	  	 	 	  	 
	Racks 	 	30,000 	 	 	- 	 	 	  	 	 	30,000 	 	$	575 	 	$	0 	 	 	- 	 	$	575 	 
	  	 	  	 	 	  	 	 	  	 	 	- 	 	 	  	 	 	  	 	 	  	 	 	  	 
	Total 	 	512,575 	 	 	133,264 	 	 	- 	 	 	645,839 	 	$	9,825 	 	$	2,554 	 	 	- 	 	$	12,380 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Accumulated Depreciation 	 	105,999 	 	 	81,362 	 	 	  	 	 	187,361 	 	$	2,032 	 	$	1,751 	 	 	- 	 	$	3,783 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net Book Value 	 	406,576 	 	 	51,902 	 	 	- 	 	 	458,478 	 	$	7,793 	 	$	804 	 	 	- 	 	$	8,788 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	Depreciation Expense 	 	 	(81,362	) 	 	Depreciation Expense 	 	$	 1,751 	 










	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	  	31/03/2009 	31/03/2008
	Trade Receivable (in US GAAP) 	Closing Rate 	52.17 	39.90




	  	 	31/03/2009 	 	 	31/03/2009 	 	 	31/03/2008 	 	 	31/03/2008 	 
	  	 	Rupees 	 	 	USD 	 	 	Rupees 	 	 	USD 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Gross Accounts Receivable 	 	912,911 	 	 	17,499 	 	 	119,240 	 	 	2,988 	 
	Less: Maturities greater that 1 year 	 	- 	 	 	- 	 	 	- 	 	 	- 	 
	Current portion 	 	912,911 	 	 	17,499 	 	 	119,240 	 	 	2,988 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Rollforward of Allowance for Doubtful Accounts
    	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Beginning allowance for doubtful accounts 	 	  	 	 	  	 	 	  	 	 	  	 
	Less: Amounts written-off 	 	  	 	 	  	 	 	  	 	 	  	 
	Add: Additional items included in allowance
    	 	  	 	 	  	 	 	  	 	 	  	 
	Ending Allowance for Doubtful Accounts 	 	- 	 	 	- 	 	 	- 	 	 	- 	 








	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	  	31/03/2009 	31/03/2008 
	Other Current Assets (in US GAAP) 	Closing Rate 	 52.17	 39.90




	  	 	31/03/2009 	 	 	31/03/2009 	 	 	31/03/2008 	 	 	31/03/2008 	 
	  	 	Rupees 	 	 	USD 	 	 	Rupees 	 	 	USD 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Loans & Advances 	 	121,731 	 	 	2,333 	 	 	124,897 	 	 	3,130.25 	 
	Input VAT 	 	5,780 	 	 	111 	 	 	  	 	 	- 	 
	Prepaid Insurance 	 	2,503 	 	 	48 	 	 	  	 	 	- 	 
	  	 	130,014 	 	 	2,492 	 	 	124,897 	 	 	3,130 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Other Non-Current Assets (in US GAAP) 	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	31/03/2009 	 	 	31/03/2009 	 	 	31/03/2008 	 	 	31/03/2008 	 
	  	 	Rupees 	 	 	USD 	 	 	Rupees 	 	 	USD 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	Bank Guarantee - BSNL 	 	500,000 	 	 	9,584 	 	 	- 	 	 	- 	 
	Miscellaneous Expenses (to the extent not written-off)
    	 	975,827 	 	 	18,705 	 	 	16,920 	 	 	424 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	1,475,827 	 	 	28,289 	 	 	16,920 	 	 	424 	 








	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	  	31/03/2009 
	Current Liabilites (in US GAAP) 	Closing Rate 	52.17 




	  	 	31/03/2009 	 	 	31/03/2009 	 	 	31/03/2008 	 	 	31/03/2008 	 
	  	 	Rupees 	 	 	USD 	 	 	Rupees 	 	 	USD 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	CURRENT LIABILITIES 	 	  	 	 	  	 	 	  	 	 	  	 
	Sundry Creditors & Other payables 	 	293,039 	 	 	5,617 	 	 	57,669 	 	 	1,445 	 
	Sundry debtors Cr balances 	 	43,372 	 	 	831 	 	 	62,557 	 	 	1,568 	 
	Nettlinx Limited 	 	273 	 	 	5 	 	 	4,247,928 	 	 	106,464 	 
	Audit Fees 	 	11,030 	 	 	211 	 	 	22,460 	 	 	563 	 
	Tds Payable 	 	41,491 	 	 	795 	 	 	39,686 	 	 	995 	 
	P F Payable 	 	8,565 	 	 	164 	 	 	6,656 	 	 	167 	 
	Professional Tax Payable 	 	540 	 	 	10 	 	 	510 	 	 	13 	 
	Telephone Expenses Payable 	 	900 	 	 	17 	 	 	- 	 	 	- 	 
	FBT Payable 	 	7,817 	 	 	150 	 	 	13,153 	 	 	330 	 
	Nettlinx Limited 	 	7,179,000 	 	 	137,608 	 	 	- 	 	 	- 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	7,586,027 	 	 	145,410 	 	 	4,450,620 	 	 	111,544 	 








	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	 	31/03/2009 	31/03/2008 
	Cost Of Revenue (in USGAAP) 	Average Rate 	46.47 	40.29 


 

	 	 	31/03/2009 	 	 	31/03/2008 	 
	 	 	USD 	 	 	USD 	 
	 	 	 	 	 	 	 
	Personnel Cost 	 	 	 	 	 	 
	Salaries 	 	26,720 	 	 	43,496 	 
	Staff Recruitment & Training Exp A/c 	 	- 	 	 	434 	 
	Staffwelfare Expenses 	 	15 	 	 	116 	 
	Provident Fund 	 	756 	 	 	2,292 	 
	P.F.Adminstrative Exp. 	 	124 	 	 	255 	 
	 	 	 	 	 	- 	 
	 	 	27,615 	 	 	46,594 	 














	SMARTLINX VOIP NETWORKS PRIVATE LIMITED 	 	31/03/2009 	31/03/2008 
	Schedule for Selling, General and Administrative Expenses
      (in USGAAP) 	Average Rate 	46.47 	40.29 


 

	 	 	31/03/2009 	 	 	31/03/2008 	 
	 	 	USD 	 	 	USD 	 
	Selling, general and administrative expenses 	 	 	 	 	 	 
	Advertisement &
      Publicity Exp 	 	- 	 	 	1,418 	 
	Audit Fees 	 	237 	 	 	279 	 
	Business Promotions
      Exp. 	 	- 	 	 	248 	 
	Computer Maintenance Exp 	 	- 	 	 	73 	 
	Postage & Courier
      A/c 	 	39 	 	 	21 	 
	Printing & Stationery 	 	34 	 	 	1,085 	 
	Professional Tax 	 	54 	 	 	124 	 
	Rates & Taxes Fee 	 	263 	 	 	93 	 
	Medical Expenses 	 	39 	 	 	69 	 
	Cost
      of VOIP Phones sold 	 	3,110 	 	 	- 	 
	Discount - Voip 	 	- 	 	 	2,485 	 
	Electrical Maintenance Exp 	 	- 	 	 	286 	 
	General Expencess 	 	1 	 	 	48 	 
	Insurance 	 	75 	 	 	- 	 
	Internet Expenses 	 	223 	 	 	389 	 
	Legal & Professional Charges 	 	258 	 	 	1,262 	 
	Local Conveyance Exp 	 	801 	 	 	1,583 	 
	Telephone Expenses (Cell Phone) 	 	839 	 	 	2,436 	 
	Travelling Expenses 	 	90 	 	 	550 	 
	Vehicle Maintenance 	 	- 	 	 	1,572 	 
	Voip Talktime Expense 	 	- 	 	 	1,055 	 
	Networking Maintenance Expenses 	 	- 	 	 	1,001 	 
	Deferred Revenue Exp.Written
      Off 	 	5,181 	 	 	- 	 
	Miscellaneous Expenditure Written off 	 	91 	 	 	105 	 
	 	 	11,335 	 	 	16,183 	 
	 	 	 	 	 	 	 




  








SMARTLINX VOIP NETWORKS PRIVATE LIMITED 

NOTES TO FINANCIAL STATEMENTS

	1. 	 Summary Of Significant Accounting Policies:



a. Basis of Preparation

The accompanying Financial Statements
  are reported in US Dollars (USD). The Indian Rupee (INR) is the functional currency
  for the Company. The translation of the functional currency into USD is performed
  for assets and liabilities using the exchange rates in effect at the balance
  sheet date and for revenues, costs and expenses using weighted average exchange
  rates prevailing during the reporting periods. Adjustments resulting from the
  translation of functional currency financial statements to reporting currency
  are accumulated and reported as accumulated other comprehensive income, a separate
  component of shareholder’s equity. 

b. Foreign Currency
  Translation 

Transactions in foreign currency are
  recorded at the exchange rate prevailing on the date of transaction. Monetary
  assets and liabilities denominated in foreign currencies are expressed in functional
  currency at the exchange rates in effect at the balance sheet date. Revenues,
  costs and expenses are recorded using exchange rates prevailing on the date
  of transaction. Gain or losses resulting from foreign currency transactions
  are included in the statement of operations. 

c. Use of estimates

The preparation of financial statements
  in conformity with US GAAP requires Management to make estimates and assumptions
  that affect the amounts reported in the financial statement and accompanying
  notes. Theses estimates are based on information available as of date of the
  financial statements. Actual results, therefore, could differ from those estimates.

d. Cash and cash equivalents
  

The company considers all highly liquid
  instruments with a maturity of three months or less when purchased to be cash
  equivalents. Cash and claims to cash that are restricted as to withdrawal or
  used in ordinary course of business are classified as restricted cash and cash
  equivalents under other current assets. 

e. Trade Receivables
  

Account receivables are amounts due from
  the customers. They are stated at their estimated net realizable value. 

f. Property and Equipment

Property and Equipment are stated at
  historical cost, less accumulated depreciation, however these are re-stated
  in USD using the closing exchange rate. 




Property and Equipment costing less than
  US $100 (INR 5,000) are depreciated fully in the year of purchase. Depreciation
  is provided on a straight line basis at the following rates: 

Computer Equipment – 16.21% 

  Furniture & Fixtures – 4.75% 

g. Income Taxes 

Income taxes are accounted for under
  the asset and liability method. Deferred tax assets and liabilities are recognized
  for the future consequences attributable to differences between financial statement
  carrying amount of existing assets and liabilities and their respective tax
  bases. Deferred tax assets and liabilities are measured using enacted rates
  expected to apply to taxable income in the years in which those temporary differences
  are expected to be recovered or settled. The effect on deferred tax assets and
  liabilities of a change in tax rates is recognized in income in the period that
  includes the enactment date. 

h. Revenue Recognition:


The Company has entered into an agreement
  with Nettlinx Limited for marketing its VOIP network services. Revenue from
  the VOIP network services is recognized on the basis of the receipt of order
  and completion of the projects. 

i. Expenses 

Cost s of revenue primarily includes
  the compensation cost of technical staff, and other expenses incurred that are
  related to the generation of revenues. Depreciation is not included in the costs
  of revenue and has been disclosed separately in the statement of income. 

Selling, general and administrative expenses
  generally include the compensation costs of sales, management and administrative
  personnel, travel costs, and other general expenses not attributable to costs
  of revenue. 

j. Employee benefits

Contribution to defined Schemes such
  as Provident Fund and Employee’s State Insurance Scheme are charged as
  incurred on accrual basis.

k. Recoverability of
  Long Lived Assets

US GAAP requires that the recoverable
  amount of an asset, including property, plant and equipment, should be estimated
  whenever there is an indication that the asset may be impaired. The company,
  at each balance sheet date and whenever indications of impairment arise, evaluates
  the recoverability of the carrying amount of its long lived assets through an
  assessment of the estimated future undiscounted cash flows related to those
  assets. In the event that assets are found to be carried at amounts, which are
  in excess of estimates gross future cash flows, the carrying value of the related
  asset or group of assets is reduced by which the carrying value exceeds the
  fair value. 




l. Cash and cash equivalents
  

Cash and cash equivalents consist of:


	 	  	 	As at March 31, 	 
	 	  	 	2009 	 	 	2008 	 
	 	  	 	$	 	 	$	 
	 	Cash on hand 	 	2,076 	 	 	2,750 	 
	 	  	 	  	 	 	  	 
	 	Cash at bank 	 	3,593 	 	 	1,143 	 
	 	  	 	  	 	 	  	 
	 	  	 	5,669 	 	 	3,893 	 


m. Restricted Cash and
  cash equivalents 

The Company does not have any cash and
  cash equivalents that are pledged with any authority or institution and are
  restricted for use. 

n. Other Current Assets
  

Other current assets including advances
  given to employees and other advances that are recoverable within a period of
  one year. 

o. Other Non-Current
  Assets 

Other non-current assets include bank
  guarantee given to BSNL for use of their infrastructure facility (band width)
  and preliminary and pre-operative expenses incurred that are written-off over
  a period of five years starting from the end of the financial year in which
  they have been incurred. 

p. Related party transactions
  

During the year ended March 31, 2009
  the Company has entered into transactions with the following related parties:


	 	Name 	Nature of Relationship 
	 	  	  
	 	Nettlinx Limited 	Company in which directors are
      interested 


Transactions with the above and outstanding
  balances are as follows: 

	 	  	 	 As of March 31, 	 
	 	  	 	2009 	 	 	2008 	 
	 	  	 	$	 	 	$	 
	 	Sales 	 	26,866 	 	 	18,330 	 
	 	Unsecured loan from Nettlinx Limited 	 	137,608 	 	 	- 	 
	 	Accounts receivable from Nettlinx Limited 	 	17,499 	 	 	2,988 	 







q. Income Tax 

	 	 	 	As of March 31, 	 
	 	 	 	2009 	 	 	2008 	 
	 	 	 	$	 	 	$	 
	 	Income tax consist of 	 	  	 	 	  	 
	 	- Current Tax 	 	- 	 	 	- 	 
	 	- Deferred Tax 	 	292 	 	 	- 	 
	 	- Fringe Benefit Tax 	 	168 	 	 	290 	 
	 	 	 	  	 	 	  	 
	 	Total 	 	460 	 	 	290 	 







SCHEDULE “B” 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

FORM OF CIGNUS WARRANTS 




THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
  TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
  FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
  UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
  TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
  TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
  FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED
  STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
  UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED
  UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
  STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED
  STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES
  ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
  IN COMPLIANCE WITH THE ACT. 

CIGNUS VENTURES INC. 

  A NEVADA CORPORATION 

COMMON STOCK PURCHASE 

  WARRANT CERTIFICATE NO. «Warrant_Cert_No» 

«IssueDateNo» 

1.           Issuance
  

THIS IS TO CERTIFY THAT, for value received, CITIGLOBAL
  LTD. of «Address_of_SubscriberNo», (the “Holder”),
  shall have the right to purchase from CIGNUS VENTURES INC., a Nevada
  corporation (the “Corporation”), «Number_Units_No» («No_of_WarrantsNo»)
  fully paid and non-assessable shares of the Corporation’s common stock
  (the “Common Stock”), subject to further adjustment as set forth in
  Section 6 hereof, at any time until 5:00 P.M., Pacific time, on the «ExpireDayNo»
  day of «ExpireMonthNo», «ExpireYearNo» (the “Expiration
  Date”) at an exercise price (the "Exercise Price") equal to «ExercisePrix1No»
  USD per share. 

2.          Exercise
  of Warrants 

This Warrant is exercisable in whole or in partial allotments
  of no less than 1,000 shares at the Exercise Price per share of Common Stock
  payable hereunder, payable in cash or by certified or official bank check. Upon
  surrender of this Warrant Certificate with the annexed Notice of Exercise Form
  duly executed, together with payment of the Exercise Price for the shares of
  Common Stock purchased, the Holder shall be entitled to receive a certificate
  or certificates for the shares of Common Stock so purchased.

3.          Reservation
  of Shares 

The Corporation hereby agrees that at all times during the term
  of this Warrant there shall be reserved for issuance upon exercise of this Warrant
  such number of shares of its Common Stock as shall be required for issuance
  upon exercise of this Warrant (the “Warrant Shares”).

4.          Mutilation
  or Loss of Warrant 

Upon receipt by the Corporation of evidence satisfactory to it
  of the loss, theft, destruction or mutilation of this Warrant, and (in the case
  of loss, theft or destruction) receipt of reasonably satisfactory indemnification,
  and (in the case of mutilation) upon surrender and cancellation of this Warrant,
  the Corporation will execute 





	Cignus Ventures Inc. 	2 	 
	Common Stock Purchase 	  	 
	Warrant Certificate No. «Warrant_Cert_No» 	  	 
	 	 	 


and deliver a new Warrant of like tenor and date and any such
  lost, stolen, destroyed or mutilated Warrant shall thereupon become void. 

5.          Rights
  of the Holder 

The Holder shall not, by virtue hereof, be entitled to any rights
  of a stockholder in the Corporation, either at law or equity, and the rights
  of the Holder are limited to those expressed in this Warrant and are not enforceable
  against the Corporation except to the extent set forth herein. 

6.          Protection
  Against Dilution.

The Exercise Price and the number of shares which can be purchased
  by the Holder upon the exercise of this Warrant shall be subject to adjustment
  in the events and in the manner following: 

	 	(1) 	 If and whenever the shares at any time outstanding shall
        be subdivided into a greater or consolidated into a lesser number of shares,
        the Exercise Price shall be decreased or increased proportionately as
        the case may be; upon any such subdivision or consolidation, the number
        of shares which can be purchased upon the exercise of this warrant certificate
        shall be increased or decreased proportionately as the case may be.

	 	 	 
	 	(2) 	 In case of any capital reorganization or of any reclassification
        of the capital of the Corporation or in case of the consolidation, merger
        or amalgamation of the Corporation with or into any other company, this
        Warrant shall after such capital reorganization, reclassification of capital,
        consolidation, merger or amalgamation confer the right to purchase the
        number of shares or other securities of the Corporation or of the Corporation
        resulting from such capital reorganization, reclassification, consolidation,
        merger or amalgamation, as the case may be, to which the Holder of the
        shares deliverable at the time of such capital reorganization, reclassification
        of capital, consolidation, merger or amalgamation, upon the exercise of
        this Warrant would have been entitled. On such capital reorganization,
        reclassification, consolidation, merger or amalgamation appropriate adjustments
        shall be made in the application of the provisions set forth herein with
        respect to the rights and interest thereafter of the Holder of this Warrant
        so that the provisions set forth herein shall thereafter be applicable
        as nearly as may reasonably be in relation to any shares or other securities
        thereafter deliverable on the exercise of this Warrant.

	 	 	 
	 	(3) 	 The rights of the Holder evidenced hereby are to purchase
        shares prior to or on the date set out on the face of this Warrant. If
        there shall, prior to the exercise of any of the rights evidenced hereby,
        be any reorganization of the authorized capital of the Corporation by
        way of consolidation, merger, subdivision, amalgamation or otherwise,
        or the payment of any stock dividends, then there shall automatically
        be an adjustment in either or both of the number of shares which may be
        purchased pursuant hereto or the price at which such shares may be purchased
        so that the rights evidenced hereby shall thereafter as reasonably as
        possible be equivalent to those originally granted hereby. The Corporation
        shall have the sole and exclusive power to make such adjustments as it
        considers necessary and desirable.

	 	 	 
	 	(4) 	 The adjustments provided for herein in the subscription
        rights represented by this Warrant are cumulative.







 

	Cignus Ventures Inc. 	3	 
	Common Stock Purchase 	  	 
	Warrant Certificate No. «Warrant_Cert_No» 	  	 
	 	 	 


7.          Transfer
  to Comply with the Securities Act and Other Applicable Securities Legislation


This Warrant and the Warrant Shares have not been registered
  under the Securities Act of 1933, as amended, (the "Act") and have been issued
  to the Holder pursuant to Regulation S of the Act on the representations of
  the Holder in a subscription agreement executed by the Holder in favor of the
  Corporation. Neither this Warrant nor any of the Warrant Shares or any other
  security issued or issuable upon exercise of this Warrant may be sold, transferred,
  pledged or hypothecated in the absence of an effective registration statement
  under the Act relating to such security or an opinion of counsel reasonably
  satisfactory to the Corporation that registration is not required under the
  Act. Each certificate for the Warrant, the Warrant Shares and any other security
  issued or issuable upon exercise of this Warrant shall contain a legend on the
  face thereof, in form and substance satisfactory to counsel for the Corporation,
  setting forth the restrictions on transfer contained in this Section. By acceptance
  of this certificate, the Holder acknowledges and agrees that: 

	 	(1) 	 The Holder will only sell the Warrants and the shares
        issuable upon exercise of the Warrants (the “Warrant Shares") only
        in accordance with the provisions of Regulation S of the Act, pursuant
        to registration under the Act, or pursuant to an available exemption from
        registration pursuant to the Act;

	 	 	 
	 	(2) 	 The Corporation will refuse to register any transfer
        of the Warrants and the Warrant Shares not made in accordance with the
        provisions of Regulation S of the Act, pursuant to registration under
        the Act, or pursuant to an available exemption from registration;

	 	 	 
	 	(3) 	 The Holder will not engage in hedging transactions except
        in accordance with the Act;

	 	 	 
	 	(4) 	 The Holder is not entitled to any registration rights
        with respect to the Warrants or the Warrant Shares.



All certificates representing the Warrant Shares will be endorsed
  with the following legend: 


  
    
      
        “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
          THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
          UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD
          OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
          REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
          PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
          HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
          IN COMPLIANCE WITH THE ACT.” 

      

    

  



In addition, the Holder will comply with all other applicable
  securities legislation in addition to the Act to which the Holder is subject
  in selling or transferring any Warrants or Warrant Shares and the Corporation
  may refuse to register any sale or transfer not in compliance with such other
  securities legislation. 

8.          Payment
  of Taxes 

The Corporation shall not be required to pay any tax or other
  charge imposed in connection with the exercise of this Warrant or a permissible
  transfer involved in the issuance of any certificate for shares 



 

	Cignus Ventures Inc. 	4	 
	Common Stock Purchase 	  	 
	Warrant Certificate No. «Warrant_Cert_No» 	  	 
	 	 	 


issuable under this Warrant in the name other than that of the
  Holder, and in any such case, the Corporation shall not be required to issue
  or deliver any stock certificate until such tax or other charge has been paid
  or it has been established to the Corporation’s satisfaction that no such
  tax or other charge is due. 

9.          Notices
  

Any notice required or permitted hereunder shall be given in
  writing and shall be deemed effectively given upon, (a) by personal delivery
  or telecopy, or (ii) one business day after deposit with a nationally recognized
  overnight delivery service such as Federal Express, with postage and fees prepaid,
  addressed to each of the other parties thereunto entitled at the following addresses,
  or at such other addresses as a party may designate by written notice to each
  of the other parties hereto. 

	CORPORATION: 	CIGNUS VENTURES INC. 
	  	Attention: David K. Ryan, President, Secretary
      & Treasurer 
	  	Suite 410 – 103 East Holly Street 
	  	Bellingham, WA 98225 
	  	  
	  	Tel: (360) 306-1133 / Fax: (360) 230-7304 
	  	  
	  	  
	with a copy to: 	O’NEILL LAW GROUP PLLC 
	  	Attention: Stephen F. X. O’Neill 
	 	435 Martin Street, Suite 1010 
		Blaine, Washington 98230 
	  	  
	  	Fax: (360) 332-2291 
	  	  
	  	  
	HOLDER: 	At the address set forth above. 


10.        Governing Law
  

This Warrant shall be deemed to be a contract made under the
  laws of the State of Nevada and for all purposes shall be governed by and construed
  in accordance with the laws of the State of Nevada applicable to contracts to
  be made and performed entirely within the State of Nevada. 

IN WITNESS WHEREOF, the Corporation has caused this Warrant
  to be duly executed and delivered by its duly authorized officer. 

CIGNUS VENTURES INC. 

  by its authorized signatory: 



  ________________________ 

  DAVID K. RYAN 

  President, Secretary & Treasurer 

G:\Data\File Server\Client Files\4400-4499\4416\12-Acq
  of Live Tutor\C-PurchAgmt\SPA_SCHEDULE B - WarrantCert-RegS_FORM.doc 




SUBSCRIPTION FORM 

	TO: 	CIGNUS VENTURES INC. 
	  	A Nevada Corporation (the “Corporation”)
    


Dear Sirs: 

The undersigned (the “Subscriber”) hereby exercises
  the right to purchase and hereby subscribes for ________________ shares of the
  common stock of CIGNUS VENTURES INC. (the “Shares”)
  referred to in the Common Stock Purchase Warrant
  Certificate No. «Warrant _Cert_NoNo»
  surrendered herewith according to the terms and conditions thereof and herewith
  makes payment by cash, certified check or bank draft of the purchase price in
  full for the Shares in accordance with the Warrant. 

Please issue a certificate for the shares being purchased as
  follows in the name of the Subscriber: 

	 	NAME: 	 
	 		(Please Print) 
	 	  	 
	 	ADDRESS: 	 
	 	 	 
	 	 	 


The Subscriber represents and warrants to the Corporation that:


	(a) 	 The Subscriber has not offered or sold the Shares within
        the meaning of the United States Securities Act of 1933 (the “Securities
        Act”);

	 	 
	(b) 	 The Subscriber is acquiring the Shares for its own account
        for investment, with no present intention of dividing my interest with
        others or of reselling or otherwise disposing of all or any portion of
        the same;

	 	 
	(c) 	 The Subscriber does not intend any sale of the Shares
        either currently or after the passage of a fixed or determinable period
        of time or upon the occurrence or non-occurrence of any predetermined
        event or circumstance;

	 	 
	(d) 	 The Subscriber has no present or contemplated agreement,
        undertaking, arrangement, obligation, indebtedness or commitment providing
        for or which is likely to compel a disposition of the Shares;

	 	 
	(e) 	 The Subscriber is not aware of any circumstances presently
        in existence which are likely in the future to prompt a disposition of
        the Shares;

	 	 
	(f) 	 The Shares were offered to the Subscriber in direct
        communication between the Subscriber and the Corporation and not through
        any advertisement of any kind;

	 	 
	(g) 	 The Subscriber has the financial means to bear the economic
        risk of the investment which it hereby agrees to make;








2

	(h) 	 This subscription form will also confirm the
        Subscriber’s agreement as follows:

	 	 	 
		(i) 	 The Subscriber will only sell the Shares in accordance
        with the provisions of Regulation S of the Act pursuant to registration
        under the Act, or pursuant to an available exemption from registration
        pursuant to the Act;

	 	 	 
		(ii) 	 The Corporation will refuse to register any transfer
        of the Shares not made in accordance with the provisions of Regulation
        S of the Act, pursuant to registration under the Act, or pursuant to an
        available exemption from registration;

	 	 	 
		(iii) 	 The Subscriber will not engage in hedging transactions
        except in accordance with the Act;

	 	 	 
		(iv) 	 The Subscriber has no right to require the Corporation
        to register the Shares under the Act;

	 	 	 
		(v) 	 The certificates representing the Shares will be endorsed
        with the following legend:




  
    “THE SECURITIES REPRESENTED
      BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
      AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT
      PROVIDED BY REGULATION S PROMULGATED
      UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED
      FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE ACT, OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM REGISTRATION
      UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE ACT.” 

  



	 	(vi) 	 The Subscriber is not a U.S. Person, as defined in Regulation
        S of the Act.



Please deliver a share certificate in respect of the common shares
  referred to in the warrant certificate surrendered herewith but not presently
  subscribed for, to the Subscriber. 

DATED this _____day of ____________________________, ____________.


	 	Signature of Subscriber: 	 
	 	 	 
	 	 	 
	 	Name of Subscriber: 	 
	 	 	 
	 	 	 
	 	Address of Subscriber: 	 


 




SCHEDULE "C" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

EMPLOYMENT, SERVICE & PENSION AGREEMENTS OF THE COMPANY


	1. 	
      Employment Agreement dated October 5, 2006 between the
      Company and Job Thomas Thekkekkara.

	 	 
	2. 	
      Employment Agreement dated June 1, 2009 between the
      Company and Sunder Raj Nyayapathi.







SCHEDULE "D” 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

REAL PROPERTY & LEASES OF THE COMPANY 

	1. 	
      Lease Deed dated April 1, 2009 between the Company and
      Nettlinx Limited.







SCHEDULE "E" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

ENCUMBRANCES ON THE ASSETS OF THE COMPANY 

None.




SCHEDULE "F" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

COMPANY LITIGATION 

None.




SCHEDULE "G" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

CIGNUS AND PURCHASER LITIGATION 

None. 




SCHEDULE "H" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

Trademarks: 


	
INDIA 
TRADE MARK NUMBER
      
	
REGISTRATION 
DATE 
	

TRADE MARK
  

	1745989 	September 4, 2008 	Word:
      “Live Tutor” 
	 	 	 
	1479330 	March 5, 2008 	Word:
      “Smartlinx” 
	 	 	 



Websites: 

	1. 	
      smartlinx.co.in

	 	 
	2. 	
      tutoronline.in

	 	 
	3. 	
      livetutor.co.in

	 	 
	4. 	
      livetutor.in

	 	 
	5. 	
      tutorconnect.co.in

	 	 
	6. 	
      tutorconnect.in

	 	 
	7. 	
      learnat.org

	 	 
	8. 	
      tutorconnect.org

	 	 
	9. 	
      tutorkonnect.com







SCHEDULE "I" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

SHARE TRANSFER FORM 


















SCHEDULE "K" 

to that Share Purchase Agreement 
dated for reference as of
the 20th day of August, 2009 

MATERIAL AGREEMENTS OF THE COMPANY 

 

	1. 	
      Agreement dated January 27, 2009 between Bharat Sanchar
      Nigam Limited and the Company.

	 	 
	2. 	
      Loan Agreement dated November 20, 2006 between Netlinx
      Limited and the Company.