TAX-FREE REORGANIZATION AGREEMENT
---------------------------------
UNDER I.R.C. Section 368(c)
--------------------
REORGANIZATION AGREEMENT entered into as of this 30th day of April,
2001, by and between APO Health, Inc., a New York Corporation (hereinafter
referred to as "APO") and XxxxxxxxXxxxxxxxxXxxx.Xxx, Inc., a Nevada
corporation (hereinafter referred to as "IFAN") and Xxx Xxxxx, DDS., Xxxxx
Xxxxx, Xxxxxxx Xxxxxxxxx, and certain other shareholders of APO identified in
this Agreement, collectively referred to as Selling Shareholders.
WHEREAS, it is the desire of APO to transfer, and of IFAN to acquire,
all the assets, business and properties of APO, including, without limitation
hereby, all intellectual property, trademarks, trade names, franchises,
licenses, leases, contracts, goodwill, inventory, and name of APO, subject to
all of APO's liabilities, and solely in exchange for shares of IFAN's Common
Stock; and
WHEREAS, this Agreement and the performance by APO hereunder prior to
closing will have been authorized, approved, and found advisable by the Board
of Directors of APO, and by the affirmative vote of at least two-thirds of the
Shareholders thereof, by the requisite affirmative vote of such holders; and
WHEREAS, this Agreement and the performance by IFAN hereunder prior to
closing will have been authorized and approved by the Board of Directors of
IFAN and by at least two-thirds of its shareholders entitled to vote thereon
at a meeting to be called for such purpose; and
WHEREAS, the Board of Directors of APO, as part of its approval of this
agreement, will have further approved a Plan of Liquidation and Dissolution of
APO
1
pursuant to which the shares of IFAN's Common Stock received by APO will be
distributed by APO ratably to its shareholders in exchange for, and in
complete cancellation and retirement of all its issued and outstanding capital
stock (consisting solely of common stock) of APO and in complete liquidation
of APO, followed by the dissolution of APO immediately thereafter, which Plan
of Complete Liquidation and Dissolution will also be submitted to the
shareholders of APO for their approval.
NOW, THEREFORE, on the terms, and subject to the conditions hereof, it
is agreed as follows:
1. Transfer of Assets and Assumption of Liabilities.
-------------------------------------------------
1.1 On the terms of this Agreement, subject to the conditions set
forth herein at the time and place of Closing, as hereinafter defined, APO
shall convey, assign, transfer, and deliver to IFAN, by appropriate warranty
deeds, bills of sale, assignments, or other instruments, free and clear of all
liens, encumbrances, mortgages, chattel mortgages, all of APO's business,
properties, and assets of every kind and description, real or personal,
including, but not being limited to, APO's goodwill and all of its right,
title, or interest in and to the name, APO Health, Inc., (collectively the
"Assets") subject to all disclosed unpaid and unsatisfied liabilities and
obligations of APO at the time of closing including such liens and security
interests as may at that time be held by APO's lender HSBC Bank.
1.2 On the terms of this Agreement, and subject to the conditions
set forth herein, IFAN shall purchase and pay for the Assets of APO, and
thereby become the sole owner and operator of the business and properties of
APO;
2
1.3 Promptly after the Closing of the transactions contemplated
hereunder, IFAN shall change the name of such corporation to APO Health, Inc.,
and shall thereupon thereafter be known as APO Health, Inc.
1.4 IFAN represents that it is authorized to issue 125,000,000
shares of its common stock, and that as of the date hereof and at the time of
closing, it will have issued 15,026,000 shares of its capital stock to its
shareholders.
1.5. APO represents that it is authorized to issue 20,000,000
shares of its common stock and that as of the date hereof and at the time of
closing it will have issued 3,209,563 shares of its capital stock to its
shareholders of which 3,046,300 shares will have been issued to the Selling
Shareholders. There is only one class of capital stock.
2. Transfer and Delivery of Stock.
-------------------------------
2.1 In accordance with the terms of this Agreement and subject
to the conditions set forth herein, the Selling Shareholders shall exchange
their shares of stock with IFAN.
2.1 In accordance with the terms of this Agreement, and subject to
the conditions set forth herein, in exchange for the Assets of APO, IFAN
shall, after giving effect to a 6:1 reverse split of its common shares,
authorize, issue, transfer and deliver to APO, at the time and place of
closing, certificates on an approximately five point nine (5.9) to one basis
representing 16,600,000 Shares of Common Stock of IFAN (the "Purchase Price
Shares") which Purchase Price Shares will constitute 75.45% of the total
outstanding Shares of IFAN outstanding subsequent to the transaction.
Following
3
such transaction, IFAN shall then hold One hundred (100%) percent of the
issued and outstanding shares of APO.
2.2 Initially, the Selling Shareholders will convey their
3,046,300,300 shares of APO to IFAN in exchange for 15,523,170 shares of IFAN
and the remainder of the shares, to wit 963,251 will be held in the treasury
of APO. Thereafter and in accordance with the terms of this Agreement, APO
shall dissolve and convey four shares of IFAN stock which it holds in its
treasury for each share of APO held by all shareholders of APO who were not
Selling Shareholders. Thus, at the conclusion of the combined stock transfer
and dissolution, each of APO's shareholders will have received in exchange for
the transfer of the assets of APO to IFAN five point nine (5.9) shares of IFAN
for each share of APO issued and outstanding at the time of closing.
2.3 That the Shares of Common Stock of IFAN which are to be
transferred and delivered to APO in exchange for its Assets, as hereinabove
provided, shall bear a legend restricting its transfer or resale, and that APO
will not permit the sale, transfer or re-offer thereof for sale, prior to the
first anniversary date of the share issuance, except upon a duly filed and
effective registration statement with the Securities and Exchange Commission
or any applicable exemption from registration, provided that such exemption is
based upon the opinion of counsel to the issuer, reasonably acceptable to
counsel to IFAN herein, provided, however, that the foregoing shall not
preclude the distribution of such shares of stock to APO's Shareholders
ratably in complete liquidation of APO, so long as the APO Shareholders take
the IFAN Shares subject to the foregoing restriction.
4
2.4 Thereupon following exchange of Shares of Common Stock of
IFAN for Shares of APO and the proper dissolution of APO, the Shares of APO
shall be canceled in the complete liquidation of APO and the name of IFAN
shall be changed to APO.
3. Time and Place of Closing.
--------------------------
3.1 The transactions contemplated hereunder shall be closed on
June 1, 2001, at 10:00 a.m.(the "Closing Date"), or such other date and time
as may be agreed to in writing by the parties at the offices of Xxxxx &
Xxxxxx, LLP, 7600 Jericho Turnpike, Woodbury, New York, or such other place as
may be agreed upon in writing by the parties.
3.2 That after the execution of this Agreement and prior to the
time of closing, the stock books and records of IFAN may be reviewed or
inspected by representatives of APO at any time or from time to time during
regular business hours, and that IFAN will make the same reasonably available
for such purpose.
3.3 That after the execution of this Agreement and prior to the
time of closing, the stock books and records of APO may be reviewed or
inspected by representatives of IFAN at any time or from time to time during
regular business hours, and that APO will make the same reasonably available
for such purpose.
4. Representations of Warranties of APO
------------------------------------
APO represents and warrants to, and agrees with, IFAN as follows:
(a) It is a New York Corporation, duly organized, and validly
existing and qualified to undertake and operate its businesses in the form the
same are buying
5
conducted where they are presently conducted;
(b) Annexed hereto as Schedule 4(d) hereof is: a) the most
current unaudited financial statement including profit and loss information
and balance sheet of APO and the most recent audited financial statement of
APO, both of which have been prepared under generally accepted accounting
principals; b) a list of substantially all of its business assets; c) a list
of all of its current shareholders as of the date hereof; and d) a list of its
major contracts.
(c) Except for the obligations to IFAN hereunder, it has no debts
or liabilities, other than those arising in the ordinary course of the
business activities of APO and such debts or liabilities, in the aggregate, do
not exceed either the Company's tangible assets or its cash on hand to meet
such obligations;
(d) It has no debts or liabilities to Shareholders not otherwise
disclosed in its financial documents;
(e) This Agreement will have been authorized and approved by the
Board of Directors of APO and by the requisite affirmative vote of holders of
not less than a two thirds majority of the APO Shares outstanding as of and at
the time of this Agreement;
(f) There is no suit, action or threatened proceeding outstanding
against APO seeking to enjoin the transactions contemplated hereunder, or
seeking any other relief which, if granted, would have a material adverse
effect on the business or assets of APO and that there are no law suits which
are not otherwise reasonably covered by insurance maintained by APO; and
6
(g) It holds all necessary licenses, permits and authorities to
carry on and conduct the business which it presently conducts.
5. Representations of Warranties of IFAN
-------------------------------------
IFAN represents and warrants to, and agrees with, APO as follows:
(a) It is a Nevada corporation, duly organized and validly
existing and duly qualified to undertake the transactions required of it
hereunder, without any further license, permit, consent or exemption
whatsoever from any applicable governmental law, rule or regulation, from any
creditor of IFAN, or any other person or party with an interest in the past
and prior businesses of IFAN, except as otherwise provided in Schedule 5(a) to
this Agreement, and as to each such license, permit, consent or exemption set
forth on Schedule 5(a), if any, the requisite license, permit, consent or
exemption has been obtained;
(b) IFAN shall not have transferred any of IFAN's pre-existing
business and assets;
(c) IFAN has filed all forms, documents and returns (including
all tax returns which it is obligated to file and with all appropriate
governmental authorities and has paid all taxes required to be paid and/or
escorted all sums required to be paid which will accrue through the date of
closing and is not currently under examination by the Internal Revenue
Service), including, but not limited to all documents required to be filed
with the Securities and Exchange commission.
(d) After provision for the transactions relating to APO, IFAN
has no remaining debts or liabilities of any kind, whether current or
long-term, actual or
7
contingent, either to its Shareholders or to any other person or party, except
as set forth on Schedule 5(d) hereto, and as to the items set forth on
Schedule 5(d) hereto, APO has further agreed to indemnify and hold IFAN
harmless with respect thereto;
(e) This Agreement has been authorized and approved by the Board
of Directors of IFAN and by the requisite two-thirds vote of holders of the
IFAN Shares outstanding as of and at the time of this Agreement;
(f) Attached hereto as Schedule 6(f) hereof is a true and correct
certified list of the shareholders of IFAN as of a date not more than three
(3) days prior to the date of this Agreement;
(g) Executive Registrar & Transfer, Inc. X.X.Xxx 56517, 0000 X.
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (602-415-1273) is the transfer
agent for the Common Stock of IFAN, such transfer agent has been continuously
serving as such since ____________, and all debts and fees to the transfer
agent billed thereon the date hereof have been paid and extinguished in full;
(h) The Common Stock of IFAN is listed on the NASD Electronic
Bulletin Board and trades thereon under the symbol IFAN;
(i) Except as set forth in Section ________ hereof, IFAN, and its
successor, APO, shall be responsible for the delivery and completion of
audited financial statements of IFAN for the fiscal period commencing on
January 1, 2001 and ending on the Closing Date (the "Interim Period"), and for
all income, franchise or other taxes, if any, applicable to the Interim
Period;
8
(j) there is no suit, action or threatened proceeding outstanding
against IFAN seeking to enjoin the transactions contemplated hereunder, or
seeking any other relief which, if granted, would have a material adverse
effect on the continued use or operations of the entity heretofore known as
IFAN.
(k) IFAN is authorized to issue only one class of stock. There
are no warrants or other rights to purchase or acquire shares of IFAN except
as specifically set forth in this Agreement.
6. Consents to Assignment and Transfer.
------------------------------------
6.1 APO shall obtain, prior to the time of closing, all consents,
agreements, and other actions required for the transfer to IFAN of all leases,
contracts, options, licenses, permits, easements, rights of occupancy, names
and franchises to which APO is a party or which it owns of holds or uses at
the time of closing.
6.2 IFAN shall obtain, prior to the time of transfer of its
assets a business to APO, all consents, agreements and other actions required
therefore, including, specifically, release of IFAN with respect to all lease,
contract, and debt obligations of IFAN being assumed by APO.
7. Conditions to IFAN's Obligations to Close
-----------------------------------------
(a) The representations and warranties of APO as set forth herein
are on the date hereof and as of the date of closing are substantially correct
subject to any change made because of any action approved by IFAN and that
there has been no material omission to any such representation;
9
(b) The directors and shareholders of APO have approved and the
holders of all of the outstanding shares of APO have voted in favor of the
consummation of this Agreement and the matters provided herein;
(c) No litigation or proceeding is threatened or pending for the
purpose or with the probable effect of enjoining or preventing the
consummation of this Agreement or which would materially affect APO's
operation of the properties and business to be conveyed hereunder;
(d) APO has complied with its agreements herein to be performed
prior to the time of closing.
(e) APO shall have approved, post closing, the issuance of 1.1
million shares of stock of IFAN to certain officers, directors, attorneys
and/or consultants under a Form S-8 registration statement as designated by
counsel to IFAN.
(f) APO shall have approved, post closing, the issuance of
895,667shares of stock of IFAN to certain consultants, attorneys and/or
individuals and/or entities as designated by counsel to IFAN.
(g) APO shall have approved, post closing, the issuance of 2.1
million warrants for the purchase of APO Health, Inc. common shares at a
purchase price of 700,000 at $1.00, 700,000 at $1.50 and 700,000 at $2.00.
The warrants shall be issued to those parties and/or entities as directed by
counsel for IFAN.
(h) APO's 506 shareholders who purchase shares in APO Health,
Inc. shall receive copies of the Information Statement of IFAN filed under
Rule 14(c) of the Securities Exchange Act of 1934 and shall have consented to
the receipt of one share
10
( if all of the 506 shares are subscribed for) of IFAN stock for each share
owned in APO Health, Inc.
8. Conditions to APO's Obligations to Close
----------------------------------------
(a) The representations and warranties of IFAN as set forth herein
are on the date hereof and as of the date of closing are substantially correct
subject to any change made because of any action approved by APO and that
there has been no material omission to any such representation;
(b) The directors and shareholders of IFAN have approved and the
holders of all of the outstanding shares of IFAN have voted in favor of the
consummation of this Agreement and the matters provided herein;
(c) No litigation or proceeding is threatened or pending for the
purpose or with the probable effect of enjoining or preventing the
consummation of this Agreement or which would materially affect IFAN's
operation of the properties and business to be conveyed hereunder;
(d) IFAN has complied with its agreements herein to be performed
prior to the time of closing;
(e) IFAN shall be in complete compliance with all filing
requirements respecting publicly traded companies as required by the SEC and
all state and local governmental agencies and bodies; and
(f) IFAN's present management and those persons considered
"controlled persons" pursuant to the rules of the SEC shall have entered into
an agreement placing restrictions on the sale of their stock following
closing.
11
(g) that no press release shall have been made by IFAN without
the written consent of APO's counsel after May 9, 2001.
9. Opinion of IFAN's Counsel
-------------------------
IFAN shall furnish APO at the time and place of closing the
opinion of IFAN's counsel,
(a) IFAN is duly organized, existing, and in good standing under
the laws of Nevada, and is duly authorized in Nevada and the other
jurisdictions in which it has qualified to do business to conduct the business
it is then engaged in therein;
(b) That the shares of IFAN's common stock which are to be
transferred and delivered by IFAN to APO in exchange for the assets of APO
constitute duly authorized, issued, fully paid and non-assessable shares of
the common stock of IFAN, and that the Selling Shareholders of APO and the
non-selling shareholders of APO will acquire good title to such shares in
exchange for, and upon the receipt by IFAN of the assets of APO and the
delivery in exchange therefore of such shares of common stock of IFAN, and
upon the liquidation of APO;
(c) Neither this Agreement for the transfer and delivery, nor the
transfer and delivery as herein agreed, of shares of IFAN's Common Stock to
APO requires any qualification or authorization under the laws of Nevada
applicable to the issuance or sale of stock or other securities in Nevada;
(d) That since March 31, 2001, IFAN has not authorized, declared,
paid, or effected any stock dividend or split-up (other than a 6:1 reverse
split) of shares of its common stock or any issuance, pro rata, to its common
shareholders, or options or
12
rights to subscribe to shares of its common stock, or any extraordinary cash
dividend upon its shares of common stock; and
(e) That this Agreement and the requisite related Certificate of
Merger under the laws of Nevada and the execution, delivery, and performance
thereof by IFAN have been properly authorized and approved by the Board of
Directors of IFAN and its shareholders, and will not constitute a violation of
any provision of any agreement to which IFAN is a party or of its Charter or
Bylaws.
10. Opinion of APO's Counsel
------------------------
APO shall furnish IFAN at the time and place of closing the opinion of
APO's counsel in form and substance reasonably acceptable to IFAN's counsel as
follows:
(a) That this Agreement has been properly authorized, executed,
and delivered by APO, and its performance by APO properly authorized and
approved; and
(b) That this Agreement constitutes the legally valid and
enforceable obligation and undertaking of APO in accordance with its terms and
provisions, subject to the conditions herein; and
(c) That, upon execution and delivery of a xxxx of sale and other
conveyance documents, all the assets, leases, contracts (other than this
contract), franchises, permits, options, names, trademarks, trade names,
copyrights, formulas, trade secrets, and all other property to be transferred
by APO to IFAN as hereinabove provided, have been validly and effectively
transferred to IFAN.
(d) That, upon consummation of this Agreement, the dissolution
and liquidation of APO is duly authorized and proper under the laws of the
State of New
13
York and that all rights of dissent are duly provided for or non-existent.
11. Post Closing and Additional Agreements of the Parties
-----------------------------------------------------
11.1 Prior to the time of closing, APO will not have changed its
name and neither APO nor any of the shareholders will have given permission to
any corporation, firm, or organization to use the name "APO Health, Inc."
alone or in combination with any other word or words; and at the time of
closing or immediately thereafter, APO will authorize IFAN to change its name
to "APO Health, Inc.", or any like name agreed to.
11.2 That after the time of closing, APO will file and prosecute
such claims or suits for the refund of taxes, and make or file and prosecute
such other claims or suits, in each case, for the recovery or collection of
any sums which may or could be due it, "in the name of IFAN" or otherwise, as
APO may reasonably request, or permit APO to file, present, or prosecute any
such claims or suits in the name of "IFAN", in each case all for the benefit
of APO, to which all amounts recovered thereby shall be remitted; and APO
shall hold APO harmless of and from all costs, expenses, and liabilities of or
resulting from any such claims, or suits or the making, filing, or prosecution
thereof.
12. Successors
----------
This agreement shall be binding upon and inure to the benefit of
the respective parties hereto, their heirs, representatives, successors, and
assigns,
14
provided, however, that neither this Agreement nor the rights of either party
hereunder may be assigned by IFAN or by APO.
13. Counterparts
------------
This agreement may be executed in several counterparts, which,
taken together, shall constitute one document, which shall become binding when
duly executed and delivered to each of the parties hereto.
14. Costs and Expenses
------------------
Each party shall be responsible for, and shall pay, the
professionals retained by it, and neither party shall have any liability
(except as otherwise set forth herein) to the other for payment of the other
party's retained professionals.
15. Registration of Shares
----------------------
IFAN shall not be required to prepare and file a registration
statement under the Securities Act of 1933 covering the shares of stock to be
delivered hereunder to APO.
16. Broker's Fees
-------------
APO health has incurred certain liabilities for brokerage fees or
agent's commissions in connection with the transaction contemplated herein
which shall be paid prior to or at closing.
17. Merger and Rules of Construction
--------------------------------
This Agreement contains the entire understanding between the
parties with respect to the transaction contemplated herein and has been the
product of
15
negotiation between the parties. As such no rule of law or of construction
which construes any ambiguity in favor of a party or against another shall
apply with respect to the interpretation of this agreement.
18. Survival and Further Assurances
-------------------------------
Each party hereby agrees that all representations, warranties,
covenants and promises made to the other in connection with this Agreement or
with respect to any closing document delivered pursuant hereto shall survive
closing for a period of three (3) years from the date of such closing. Each
party further agrees to deliver subsequent to closing such further instruments
and perform such further acts as may be reasonably required by the other in
order to carry out and effectuate the intent of this Agreement.
19. Headings
--------
All paragraph headings are inserted for the convenience of the
parties. Such headings are not intended to explain or modify the terms of
this Agreement.
20. Mutual Representations
----------------------
Each party represents and warrants to the other that:
(a) There are no dissenting shareholders with respect to the
proposed merger and acquisition;
(b) Since March 31, 2001 there has been no material adverse
change in the assets or liabilities or in the condition, financial or
otherwise except such changes as occur during the normal and ordinary course
of its business;
16
(c) It is not a party to or threatened to be a party to any
litigation, proceeding or controversy before any court or administrative
agency which might result in a change in its business or property which is not
covered by insurance, or which would have an adverse effect on the business or
its assets, nor is it in default with respect to any judgment, order, writ,
injunction, decree, rule or regulation of any court of competent jurisdiction.
(d) During the past five year period no officer or director of
IFAN or any officer or director who may be appointed by APO as a director of
IFAN pursuant to this Agreement has been the subject of:
(i) A petition in Bankruptcy or other relief under Title
11 of the U.S. Code, or any state insolvency or creditor's rights law, nor has
a receiver, financial agent or similar officer been appointed by a court for
the business or property of such person, or any partnership in which he was a
partner or within two years before the time of such filing or appointment, or
any corporation of business association of which he was an officer at or
within two years before the time of such filing or appointment;
(iii) A conviction in a criminal proceeding or a named
subject of a pending criminal proceeding (excluding traffic violations or
other minor offenses);
(iv) Any officer, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting the
following activities;
(1) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction
17
merchant, any other person regulated by the United States Commodity Futures
Trading Commission or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such activity;
(2) Engaging in any type of business practice; or
(3) Engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any
violation of federal, state or other securities law or commodities law.
(v) Any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal, state or local authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described in the preceding
sub-paragraph, or to be associated with persons engaged in any such activity;
(vi) A finding by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have violated any
securities law, and the judgment of such civil action or finding by the SEC
has not ben subsequently reversed, suspended or vacated; or
(vii) A finding by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or
18
vacated.
(e) Neither company nor any current or former shareholder,
partner, director or officer has a (1) used any corporate funds for any
illegal contributions, gifts, entertainment or other unlawful expense relating
to political activity; (2) used any corporate funds for any direct or indirect
unlawful payments to any foreign or domestic government officials or
employees; (3) established or maintained any unlawful or unrecorded fund of
corporate monies or other assets; (4) made any false or fictitious entries on
such corporation's books and records; (5) made any bribe, rebate, payoff
influenced payment, kickback or other unlawful payment of any nature using
corporate funds or otherwise on behalf of his or her respective company; (6)
violated any provision of the Foreign Corrupt Practices Act of 1977, if
applicable; or (7) made any material favor or gift that is not deductible for
United States Income tax purposes using corporate funds or otherwise on behalf
of his or her respective company.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
respective hands and seals or have caused these presents to be executed in
their respective names and their respective corporate seals to be hereunto
affixed and attested by their respective officers there unto duly authorized,
the day and year first hereinabove written.
19
APO HEALTH, INC.
/s/
BY:________________________________
IFAN, INC.
/s/
BY:________________________________
/s/
___________________________________
XXX XXXXX, DDS
/s/
___________________________________
XXXXX XXXXX
/s/
___________________________________
XXXXXXX XXXXXXXXX
/s/
___________________________________
XXX XXXXX, DDS
On behalf of Selling Shareholders
STATE OF NEW YORK )
COUNTY OF NASSAU )s.s.:
On the _____ day of ______________, 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ___________________
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), entity or the person upon behalf of which the
individual(s) acted, executed the instrument.
/s/
______________________________
(Notary Public)
00
XXXXX XX XXX XXXX )
XXXXXX XX XXXXXX )s.s.:
On the _____ day of ______________, 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ____________________
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), entity or the person upon behalf of which the
individual(s) acted, executed the instrument.
/s/
______________________________
(Notary Public)
STATE OF NEW YORK )
COUNTY OF NASSAU )s.s.:
On the _____ day of ______________, 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ____________________
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), entity or the person upon behalf of which the
individual(s) acted, executed the instrument.
/s/
______________________________
(Notary Public)
STATE OF NEW YORK )
COUNTY OF NASSAU )s.s.:
On the _____ day of ______________, 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ____________________
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), entity or the person upon
21
behalf of which the individual(s) acted, executed the instrument.
/s/
______________________________
(Notary Public)
STATE OF NEW YORK )
COUNTY OF NASSAU )s.s.:
On the _____ day of ______________, 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared ____________________
personally known to me or proved to me on the basis of satisfactory evidence
to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), entity or the person upon behalf of which the
individual(s) acted, executed the instrument.
/s/
______________________________
(Notary Public)
22
