AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER
is made
as of the 13th
day of
June 2008
AMONG:
SICLONE
INDUSTRIES, INC.,
a
corporation formed pursuant to the laws of the State of Delaware
(“SICLONE”)
AND:
APOLLO
ACQUISITION CO., INC.,
a body
corporate formed pursuant to the laws of the State of Delaware and a wholly
owned subsidiary of SICLONE
(the
“ACQUIRER”)
AND:
APOLLO
MEDICAL MANAGEMENT, INC.,
a body
corporate formed pursuant to the laws of the State of Delaware and having an
office for business located at 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
XX
00000 (“APOLLO”)
(“APOLLO”)
AND:
The
shareholders of APOLLO, each of whom are set forth on the signature page of
this
Agreement (the “APOLLO Shareholders”)
WHEREAS:
A. APOLLO
is
a Delaware corporation engaged in the business of medical management focusing
on
managing the provision of hospital based medicine;
B. The
APOLLO Shareholders own 11,485,977 APOLLO Shares, which constitute 100% of
the
presently issued and outstanding APOLLO Shares;
C. SICLONE
is a reporting company whose common stock is quoted on the OTC Bulletin Board
under the symbol SICL. The
respective Boards of Directors of SICLONE, APOLLO and the ACQUIRER deem it
advisable and in the best interests of SICLONE, APOLLO and the ACQUIRER that
APOLLO merge with and into the ACQUIRER (the “Merger”) pursuant to this
Agreement and the Certificate of Merger, and the applicable provisions of the
laws of the State of Delaware; and
E. It
is
intended that the Merger shall qualify for United States federal income tax
purposes as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended.
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT
in
consideration of the premises and the mutual covenants, agreements,
representations and warranties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto hereby agree as follows:
ARTICLE
1
DEFINITIONS
AND INTERPRETATION
Definitions
1.1In
this
Agreement the following terms will have the following
meanings:
| (a) |
“Acquisition
Shares”
means the 20,933,490 SICLONE Common Shares and to be issued to the
shareholders of APOLLO at Closing pursuant to the terms of the
Merger;
|
| (b) |
“Agreement”
means this agreement and plan of merger among SICLONE, the ACQUIRER,
APOLLO, and the APOLLO
Shareholders;
|
| (c) |
“SICLONE
Accounts Payable and Liabilities”
means all accounts payable and liabilities of SICLONE, on a consolidated
basis, due and owing or otherwise constituting a binding obligation
of
SICLONE and its subsidiaries as of March 31, 2008 as set forth in
SICLONE’s Form 10-Q as filed with the Securities and Exchange Commission
on May 20, 2008, a copy of which is attached hereto as Schedule
“A”;
|
| (d) |
“SICLONE
Accounts Receivable”
means all accounts receivable and other debts owing to SICLONE, on
a
consolidated basis, as of March 31, 2008 as set forth in SICLONE’s Form
10-Q as filed with the Securities and Exchange Commission on March
31,
2008, a copy of which is attached hereto as Schedule
“A”;
|
| (e) |
“SICLONE
Assets”
means the undertaking and all the property and assets of the SICLONE
Business of every kind and description wheresoever situated including,
without limitation, SICLONE Equipment, SICLONE Inventory, SICLONE
Material
Contracts, SICLONE Accounts Receivable, SICLONE Cash, SICLONE Intangible
Assets and SICLONE Goodwill, and all credit cards, charge cards and
banking cards issued to SICLONE;
|
| (f) |
“SICLONE
Bank Accounts”
means all of the bank accounts, lock boxes and safety deposit boxes
of
SICLONE and its subsidiaries or relating to the SICLONE Business
as set
forth in SICLONE’s Form 10-Q as filed with the Securities and Exchange
Commission on March 31, 2008, a copy of which is attached hereto
as
Schedule “A” ;
|
| (g) |
“SICLONE
Business”
means all aspects of any business conducted by SICLONE and its
subsidiaries;
|
| (h) |
“SICLONE
Cash”
means all cash on hand or on deposit to the credit of SICLONE and
its
subsidiaries on the Closing Date;
|
| (i) |
“SICLONE
Common Shares”
means the shares of common stock in the capital of
SICLONE;
|
| (j) |
“SICLONE
Debt to Related Parties”
means the sum of $23,000 which was owed by SICLONE to certain related
parties. Pursuant to the terms of the Settlement Agreement dated
June __,
2008, a copy of which is attached hereto as Schedule “B”, by and between
SICLONE and such related parties, SICLONE has received a release
from such
debt;
|
2
| (k) |
“SICLONE
Equipment”
means all machinery, equipment, furniture, and furnishings used in
the
SICLONE Business, including, without limitation, the items more
particularly described in SICLONE’s Form 10-Q as filed with the Securities
and Exchange Commission on May 20, 2008, a copy of which is attached
hereto as Schedule “A”;
|
| (l) |
“SICLONE
Financial Statements”
means, collectively, the unaudited financial statements of SICLONE
for the
three months ended March 31, 2008, as contained in SICLONE’s Form 10-Q as
filed with the Securities and Exchange Commission on May 20, 2008,
a copy
of which is attached as Schedule “A”
hereto;
|
| (m) |
“SICLONE
Goodwill”
means the goodwill of the SICLONE Business including the right to
all
corporate, operating and trade names associated with the SICLONE
Business,
or any variations of such names as part of or in connection with
the
SICLONE Business, all books and records and other information relating
to
the SICLONE Business, all necessary licenses and authorizations and
any
other rights used in connection with the SICLONE
Business;
|
| (n) |
“SICLONE
Insurance Policies”
means the public liability insurance and insurance against loss or
damage
to the SICLONE Assets and the SICLONE Business as described in SICLONE’s
Form 10-Q as filed with the Securities and Exchange Commission on
May 20,
2008, a copy of which is attached hereto as Schedule
“A”;
|
| (o) |
“SICLONE
Intangible Assets”
means all of the intangible assets of SICLONE and its subsidiaries,
including, without limitation, SICLONE Goodwill, all trademarks,
logos,
copyrights, designs, and other intellectual and industrial property
of
SICLONE and its subsidiaries;
|
| (p) |
“SICLONE
Inventory”
means all inventory and supplies of the SICLONE Business as of March
31,
2008, as set forth in as contained in SICLONE’s Form 10-Q as filed with
the Securities and Exchange Commission on May 20, 2008, a copy of
which is
attached hereto as Schedule “A”;
|
| (q) |
“SICLONE
Material Contracts”
means the burden and benefit of and the right, title and interest
of
SICLONE and its subsidiaries in, to and under all trade and non-trade
contracts, engagements or commitments, whether written or oral, to
which
SICLONE or its subsidiaries are entitled whereunder SICLONE or its
subsidiaries are obligated to pay or entitled to receive the sum
of
$10,000 or more including, without limitation, any pension plans,
profit
sharing plans, bonus plans, loan agreements, security agreements,
indemnities and guarantees, any agreements with employees, lessees,
licensees, managers, accountants, suppliers, agents, distributors,
officers, directors, attorneys or others which cannot be terminated
without liability on not more than one month’s notice, and those contracts
described in as contained in SICLONE’s Form 10-Q as filed with the
Securities and Exchange Commission on May 20, 2008, a copy of which
is
attached hereto as Schedule “A”;
|
| (r) |
Reserved.
|
|
(s)
|
“Closing”
means the completion, on the Closing Date, of the transactions
contemplated hereby in accordance with Article 9
hereof;
|
|
(t)
|
“Closing
Date”
means the day on which all conditions precedent to the completion
of the
transaction as contemplated hereby have been satisfied or
waived;
|
3
| (u) |
“Effective
Time”
means the date of the filing of an appropriate Certificate of Merger
in
the form required by the State of Delaware, which certificate shall
provide that the Merger shall become effective upon such
filing;
|
| (v) |
“Merger”
means the merger, at the Effective Time, of APOLLO and the ACQUIRER
pursuant to this Agreement and Plan of
Merger;
|
| (w) |
“Merger
Consideration”
means the Acquisition Shares;
|
| (x) |
“Place
of Closing”
means the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, or such
other
place as SICLONE and APOLLO may mutually agree
upon;
|
| (y) |
“State
Corporation Law”
means the General Corporation Law of the State of Delaware;
|
|
(z)
|
“Surviving
Company”
means the ACQUIRER following the merger with
APOLLO;
|
|
(aa)
|
“APOLLO
Accounts Payable and Liabilities”
means all accounts payable and liabilities of APOLLO, due and owing
or
otherwise constituting a binding obligation of APOLLO (other than
a APOLLO
Material Contract) as of January 31, 2008 as set forth in the audited
financial statements of APOLLO, a copy of which is attached hereto
as
Schedule “C”;
|
|
(bb)
|
“APOLLO
Accounts Receivable”
means all accounts receivable and other debts owing to APOLLO, as
of
January 31, 2008 as set forth in the audited financial statements
of
APOLLO, a copy of which is attached hereto as Schedule
“C”;
|
| (cc) |
“APOLLO
Assets“
means the undertaking and all the property and assets of the APOLLO
Business of every kind and description wheresoever situated including,
without limitation, APOLLO Equipment, APOLLO Inventory, APOLLO Material
Contracts, APOLLO Accounts Receivable, APOLLO Cash, APOLLO Intangible
Assets and APOLLO Goodwill, and all credit cards, charge cards and
banking
cards issued to APOLLO;
|
| (dd) |
“APOLLO
Bank Accounts”
means all of the bank accounts, lock boxes and safety deposit boxes
of
APOLLO or relating to the APOLLO Business as set forth in the financial
statements of APOLLO, a copy of which is attached hereto as Schedule
“C”;
|
| (ee) |
“APOLLO
Business”
means all aspects of the business conducted by
APOLLO;
|
| (ff) |
“APOLLO
Cash”
means all cash on hand or on deposit to the credit of APOLLO on the
Closing Date;
|
|
(gg)
|
“APOLLO
Debt to Related Parties”
means the debts owed by APOLLO and its subsidiaries to the APOLLO
Shareholders or to any family member thereof, or to any affiliate,
director or officer of APOLLO or the APOLLO Shareholders as set forth
in
the audited financial statements of APOLLO, a copy of which is attached
hereto as Schedule “C”;
|
|
(hh)
|
“APOLLO
Equipment”
means all machinery, equipment, furniture, and furnishings used in
the
APOLLO Business, including, without limitation, the items more
particularly described in the audited financial statements of APOLLO,
a
copy of which is attached hereto as Schedule
“C”;
|
4
| (ii) |
“APOLLO
Financial Statements”
means collectively, the audited financial statements of APOLLO for
the
year ended January 31, 2008 together with the unqualified auditors’
reports thereon, true copies of which are attached as Schedule “C”
hereto.
|
| (jj) |
“APOLLO
Goodwill”
means the goodwill of the APOLLO Business together with the exclusive
right of SICLONE to represent itself as carrying on the APOLLO Business
in
succession of APOLLO subject to the terms hereof, and the right to
use any
words indicating that the APOLLO Business is so carried on including
the
right to use the name “APOLLO” or “Sunovia Energy Technologies” or any
variation thereof as part of the name of or in connection with the
APOLLO
Business or any part thereof carried on or to be carried on by APOLLO,
the
right to all corporate, operating and trade names associated with
the
APOLLO Business, or any variations of such names as part of or in
connection with the APOLLO Business, all telephone listings and telephone
advertising contracts, all lists of customers, books and records
and other
information relating to the APOLLO Business, all necessary licenses
and
authorizations and any other rights used in connection with the APOLLO
Business;
|
|
(kk)
|
“APOLLO
Insurance Policies”
means the public liability insurance and insurance against loss or
damage
to APOLLO Assets and the APOLLO Business as set forth in the audited
financial statements of APOLLO, a copy of which is attached hereto
as
Schedule “C”;
|
| (ll) |
“APOLLO
Intangible Assets”
means all of the intangible assets of APOLLO, including, without
limitation, APOLLO Goodwill, all trademarks, logos, copyrights, designs,
and other intellectual and industrial property of APOLLO and its
subsidiaries;
|
| (mm) |
“APOLLO
Inventory”
means all inventory and supplies of the APOLLO Business as of January
31,
2008 as set forth in the audited financial statements of APOLLO,
a copy of
which is attached hereto as Schedule
“C”;
|
|
(nn)
|
“APOLLO
Material Contracts”
means the burden and benefit of and the right, title and interest
of
APOLLO in, to and under all trade and non-trade contracts, engagements
or
commitments, whether written or oral, to which APOLLO is entitled
in
connection with the APOLLO Business whereunder APOLLO is obligated
to pay
or entitled to receive the sum of $100,000 or more including, without
limitation, any pension plans, profit sharing plans, bonus plans,
loan
agreements, security agreements, indemnities and guarantees, any
agreements with employees, lessees, licensees, managers, accountants,
suppliers, agents, distributors, officers, directors, attorneys or
others
which cannot be terminated without liability on not more than one
month’s
notice, and those contracts as set forth in the audited financial
statements of APOLLO, a copy of which is attached hereto as Schedule
“C”;
|
|
(oo)
|
“APOLLO
Shares”
means all of the issued and outstanding shares of APOLLO’s equity
stock.
|
Any
other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.
Captions
and Section Numbers
1.2 The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended
to
interpret, define or limit the scope, extent or intent of this Agreement or
any
provision thereof.
5
Section
References and Schedules
1.3 Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this Agreement.
The
Schedules to this Agreement are as follows:
Information
concerning SICLONE
|
Schedule
“A”
|
SICLONE
Form 10-Q as filed with the Securities and Exchange Commission on
May 20,
2008
|
| Schedule “B” |
Settlement
Agreement by and between SICLONE and certain related
parties
|
Information
concerning APOLLO
| Schedule “C” |
Audited
Financial Statements of APOLLO as of January 31, 2008
|
Severability
of Clauses
1.4 If
any
part of this Agreement is declared or held to be invalid for any reason, such
invalidity will not affect the validity of the remainder which will continue
in
full force and effect and be construed as if this Agreement had been executed
without the invalid portion, and it is hereby declared the intention of the
parties that this Agreement would have been executed without reference to any
portion which may, for any reason, be hereafter declared or held to be
invalid.
ARTICLE
2
THE
MERGER
The
Merger
2.1 At
Closing, APOLLO shall be merged with and into the ACQUIRER pursuant to this
Agreement and Plan of Merger and the separate corporate existence of APOLLO
shall cease and the ACQUIRER, as it exists from and after the Closing, shall
be
the Surviving Company.
Effect
of the Merger
2.2 The
Merger shall have the effect provided therefor by the State Corporation Law.
Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises,
of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other causes in action, and all and every
other
interest of or belonging to or due to APOLLO or the ACQUIRER, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to,
and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every
other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of APOLLO and the ACQUIRER, as a group, and (ii) all
debts, liabilities, duties and obligations of APOLLO and the ACQUIRER, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth
be
responsible and liable for all debts, liabilities, duties and obligations of
APOLLO and the ACQUIRER, as a group, and neither the rights of creditors nor
any
liens upon the property of APOLLO or the ACQUIRER, as a group, shall be impaired
by the Merger, and may be enforced against the Surviving Company.
6
Certificate
of Incorporation; Bylaws; Directors and Officers
2.3 The
Certificate of Incorporation of the Surviving Company from and after the Closing
shall be the Certificate of Incorporation of the ACQUIRER until thereafter
amended in accordance with the provisions therein and as provided by the
applicable provisions of the State Corporation Law. The Bylaws of the Surviving
Company from and after the Closing shall be the Bylaws of APOLLO as in effect
immediately prior to the Closing, continuing until thereafter amended in
accordance with their terms, the Certificate of Incorporation of the Surviving
Company and as provided by the State Corporation Law. The Directors of the
ACQUIRER at the Effective Time shall continue to be the Directors of
APOLLO.
Conversion
of Securities
2.4 At
the
Effective Time, by virtue of the Merger and without any action on the part
of
the ACQUIRER, APOLLO or the APOLLO Shareholders or any other shareholder of
APOLLO, the shares of capital stock of each of APOLLO and the ACQUIRER shall
be
converted as follows:
|
(a)
|
Capital
Stock of the ACQUIRER.
Each issued and outstanding share of the ACQUIRER’s capital stock shall
continue to be issued and outstanding and shall be converted into
one
share of validly issued, fully paid, and non-assessable common stock
of
the Surviving Company. Each stock certificate of the ACQUIRER evidencing
ownership of any such shares shall continue to evidence ownership
of such
shares of capital stock of the Surviving
Company.
|
| (b) |
Conversion
of APOLLO Shares.
Each APOLLO Share that is issued and outstanding at the Effective
Time
shall automatically be cancelled and extinguished and converted,
without
any action on the part of the holder thereof, into the right to receive
at
the time and in the amounts described in this Agreement an amount
of
SICLONE Common Shares equal to 20,933,490 divided by the number of
APOLLO
Shares outstanding immediately prior to Closing. All such APOLLO
Shares,
when so converted, shall no longer be outstanding and shall automatically
be cancelled and retired and shall cease to exist, and each holder
of a
certificate representing any such shares shall cease to have any
rights
with respect thereto, except the right to receive the Acquisition
Shares
paid in consideration therefor upon the surrender of such certificate
in
accordance with this Agreement.
|
Adherence
with Applicable Securities Laws
2.5 The
APOLLO Shareholders agrees that they are acquiring a pro rata amount of the
Acquisition Shares for investment purposes and will not offer, sell or otherwise
transfer, pledge or hypothecate any of the Acquisition Shares issued to them
(other than pursuant to an effective Registration Statement under the
Securities
Act of 1933,
as
amended) directly or indirectly unless:
|
(a)
|
the
sale is to SICLONE;
|
|
(b)
|
the
sale is made pursuant to the exemption from registration under the
Securities
Act of 1933,as amended,
provided by Rule 144 thereunder; or
|
|
(c)
|
the
Acquisition Shares are sold in a transaction that does not require
registration under the Securities
Act of 1933, as amended,
or
any applicable United States state laws and regulations governing
the
offer and sale of securities, and the vendor has furnished to SICLONE
an
opinion of counsel to that effect or such other written opinion as
may be
reasonably required by SICLONE.
|
7
The
APOLLO Shareholders acknowledge that the certificates representing the
Acquisition Shares shall bear the following legend:
NO
SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES
OF
SICLONE
Representations
and Warranties
3.1 SICLONE
represents and warrants in all material respects to APOLLO, with the intent
that
APOLLO will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:
SICLONE
- Corporate Status and Capacity
| (a) |
Incorporation.
SICLONE is a corporation duly incorporated and validly subsisting
under
the laws of the State of Delaware, and is in good standing with the
office
of the Secretary of State for the State of
Delaware;
|
| (b) |
Carrying
on Business.
SICLONE has not had active business operations since its inception.
The
nature of the SICLONE Business does not require SICLONE to register
or
otherwise be qualified to carry on business in any other
jurisdictions;
|
| (c) |
Corporate
Capacity.
SICLONE has the corporate power, capacity and authority to own the
SICLONE
Assets and to enter into and complete this
Agreement;
|
| (d) |
Reporting
Status; Listing.
SICLONE is required to file current reports with the Securities and
Exchange Commission pursuant to section 12(g) of the Securities Exchange
Act of 1934, the SICLONE Common Shares are quoted on the OTC Bulletin
Board, and all reports required to be filed by SICLONE with the Securities
and Exchange Commission or NASD have been timely filed except for
SICLONE’S Form 10-KSB for the year ended December 31, 2007;
|
ACQUIRER
- Corporate Status and Capacity
| (e) |
Incorporation.
The ACQUIRER is a corporation duly incorporated and validly subsisting
under the laws of the State of Delaware, and is in good standing
with the
office of the Secretary of State for the State of
Delaware;
|
| (f) |
Carrying
on Business.
Other than corporate formation and organization, the ACQUIRER has
not
carried on business activities to
date.
|
| (g) |
Corporate
Capacity.
The ACQUIRER has the corporate power, capacity and authority to enter
into
and complete this Agreement;
|
8
SICLONE
- Capitalization
| (h) |
Authorized
Capital.
The authorized capital of SICLONE consists of 100,000,000 SICLONE
Common
Shares, $0.001 par value, of which 4,606,930 SICLONE Common Shares
will be
issued and outstanding at Closing and 5,000,000 shares of Preferred
Stock
of which 0 shares will be issued and outstanding at
Closing;
|
| (i) |
No
Option.
No person, firm or corporation has any agreement or option or any
right
capable of becoming an agreement or option for the acquisition of
SICLONE
Common Shares or for the purchase, subscription or issuance of any
of the
unissued shares in the capital of
SICLONE;
|
| (j) |
Capacity.
SICLONE has the full right, power and authority to enter into this
Agreement on the terms and conditions contained herein;
|
ACQUIRER
Capitalization
| (k) |
Authorized
Capital.
The authorized capital of the ACQUIRER consists of 200 shares of
common
stock, $0.0001 par value, of which one share of common stock is presently
issued and outstanding;
|
| (l) |
No
Option.
No person, firm or corporation has any agreement or option or any
right
capable of becoming an agreement or option for the acquisition of
any
common or preferred shares in ACQUIRER or for the purchase, subscription
or issuance of any of the unissued shares in the capital of
ACQUIRER;
|
| (m) |
Capacity.
The ACQUIRER has the full right, power and authority to enter into
this
Agreement on the terms and conditions contained
herein;
|
SICLONE
- Records and Financial Statements
|
(n)
|
Charter
Documents.
The charter documents of SICLONE and the ACQUIRER have not been altered
since the incorporation of each, respectively, except as filed in
the
record books of SICLONE or the ACQUIRER, as the case may
be;
|
|
(o)
|
Corporate
Minute Books.
The corporate minute books of SICLONE and its subsidiaries are complete
and each of the minutes contained therein accurately reflect the
actions
that were taken at a duly called and held meeting or by consent without
a
meeting. All actions by SICLONE and its subsidiaries which required
director or shareholder approval are reflected on the corporate minute
books of SICLONE and its subsidiaries. SICLONE and its subsidiaries
are
not in violation or breach of, or in default with respect to, any
term of
their respective Certificates of Incorporation (or other charter
documents) or by-laws.
|
|
(p)
|
SICLONE
Financial Statements.
The SICLONE Financial Statements present fairly, in all material
respects,
the assets and liabilities (whether accrued, absolute, contingent
or
otherwise) of SICLONE, on a consolidated basis, as of the respective
dates
thereof, and the sales and earnings of the SICLONE Business during
the
periods covered thereby, in all material respects and have been prepared
in substantial accordance with generally accepted accounting principles
consistently applied;
|
|
(q)
|
SICLONE
Accounts Payable and Liabilities.
There are no material liabilities, contingent or otherwise, of SICLONE
or
its subsidiaries which are not disclosed in Schedule “A” hereto or
reflected in the SICLONE Financial Statements except those incurred
in the
ordinary course of business since the date of the said schedule and
the
SICLONE Financial Statements, and neither SICLONE nor its subsidiaries
have guaranteed or agreed to guarantee any debt, liability or other
obligation of any person, firm or corporation. Without limiting the
generality of the foregoing, all accounts payable and liabilities
of
SICLONE and its subsidiaries as of March 31, 2008 are described in
Schedule “A” hereto;
|
9
|
(r)
|
SICLONE
Accounts Receivable.
All the SICLONE Accounts Receivable result from bona fide business
transactions and services actually rendered without, to the knowledge
and
belief of SICLONE, any claim by the obligor for set-off or
counterclaim;
|
|
(s)
|
SICLONE
Bank Accounts.
All of the SICLONE Bank Accounts, their location, numbers and the
authorized signatories thereto are as set forth in Schedule “A”
hereto;
|
|
(t)
|
No
Debt to Related Parties.
Neither SICLONE nor its subsidiaries are, and on Closing will not
be,
materially indebted to any affiliate, director or officer of SICLONE
except accounts payable on account of bona fide business transactions
of
SICLONE incurred in normal course of the SICLONE Business, including
employment agreements, none of which are more than 30 days in
arrears;
|
|
(u)
|
No
Related Party Debt to SICLONE.
No director or officer or affiliate of SICLONE is now indebted to
or under
any financial obligation to SICLONE or its subsidiaries on any account
whatsoever;
|
|
(v)
|
No
Dividends.
No dividends or other distributions on any shares in the capital
of
SICLONE have been made, declared or authorized since the date of
SICLONE
Financial Statements;
|
|
(w)
|
No
Payments.
No payments of any kind have been made or authorized since the date
of the
SICLONE Financial Statements to or on behalf of officers, directors,
shareholders or employees of SICLONE or its subsidiaries or under
any
management agreements with SICLONE or its subsidiaries, except payments
made in the ordinary course of business and at the regular rates
of salary
or other remuneration payable to
them;
|
|
(x)
|
No
Pension Plans.
There are no pension, profit sharing, group insurance or similar
plans or
other deferred compensation plans affecting SICLONE or its
subsidiaries;
|
|
(y)
|
No
Adverse Events.
Since the date of the SICLONE Financial
Statements
|
|
(i)
|
there
has not been any material adverse change in the financial position
or
condition of SICLONE, its subsidiaries, its liabilities or the SICLONE
Assets or any damage, loss or other change in circumstances materially
affecting SICLONE, the SICLONE Business or the SICLONE Assets or
SICLONE’
right to carry on the SICLONE Business, other than changes in the
ordinary
course of business,
|
|
(ii)
|
there
has not been any damage, destruction, loss or other event (whether
or not
covered by insurance) materially and adversely affecting SICLONE,
its
subsidiaries, the SICLONE Business or the SICLONE
Assets,
|
|
(iii)
|
there
has not been any material increase in the compensation payable or
to
become payable by SICLONE to any of SICLONE’ officers, employees or agents
or any bonus, payment or arrangement made to or with any of
them,
|
10
|
(iv)
|
the
SICLONE Business has been and continues to be carried on in the ordinary
course,
|
|
(v)
|
SICLONE
has not waived or surrendered any right of material
value,
|
|
(vi)
|
Neither
SICLONE nor its subsidiaries have discharged or satisfied or paid
any lien
or encumbrance or obligation or liability other than current liabilities
in the ordinary course of business,
and
|
|
(vii)
|
No
capital expenditures in excess of $10,000 individually or $30,000
in total
have been authorized or made.
|
SICLONE
- Income Tax Matters
| (z) |
Tax
Returns.
Except as provided on Schedule 3.1(z), all tax returns and reports
of
SICLONE and its subsidiaries required by law to be filed have been
filed
and are true, complete and correct, and any taxes payable in accordance
with any return filed by SICLONE and its subsidiaries or in accordance
with any notice of assessment or reassessment issued by any taxing
authority have been so paid;
|
| (aa) |
Current
Taxes.
Adequate provisions have been made for taxes payable for the current
period for which tax returns are not yet required to be filed and
there
are no agreements, waivers, or other arrangements providing for an
extension of time with respect to the filing of any tax return by,
or
payment of, any tax, governmental charge or deficiency by SICLONE
or its
subsidiaries. SICLONE is not aware of any contingent tax liabilities
or
any grounds which would prompt a reassessment including aggressive
treatment of income and expenses in filing earlier tax
returns;
|
SICLONE
- Applicable Laws and Legal Matters
| (bb) |
Licenses.
SICLONE and its subsidiaries hold all licenses and permits as may
be
requisite for carrying on the SICLONE Business in the manner in which
it
has heretofore been carried on, which licenses and permits have been
maintained and continue to be in good standing except where the failure
to
obtain or maintain such licenses or permits would not have a material
adverse effect on the SICLONE
Business;
|
|
(cc)
|
Applicable
Laws.
Neither SICLONE nor its subsidiaries have been charged with or received
notice of breach of any laws, ordinances, statutes, regulations,
by-laws,
orders or decrees to which they are subject or which apply to them
the
violation of which would have a material adverse effect on the SICLONE
Business, and to SICLONE’ knowledge, neither SICLONE nor its subsidiaries
are in breach of any laws, ordinances, statutes, regulations, bylaws,
orders or decrees the contravention of which would result in a material
adverse impact on the SICLONE
Business;
|
|
(dd)
|
Pending
or Threatened Litigation.
There is no material litigation or administrative or governmental
proceeding pending or threatened against or relating to SICLONE,
its
subsidiaries, the SICLONE Business, or any of the SICLONE Assets
nor does
SICLONE have any knowledge of any deliberate act or omission of SICLONE
or
its subsidiaries that would form any material basis for any such
action or
proceeding;
|
|
(ee)
|
No
Bankruptcy.
Neither SICLONE nor its subsidiaries have made any voluntary assignment
or
proposal under applicable laws relating to insolvency and bankruptcy
and
no bankruptcy petition has been filed or presented against SICLONE
or its
subsidiaries and no order has been made or a resolution passed for
the
winding-up, dissolution or liquidation of SICLONE or its subsidiaries;
|
11
|
(ff)
|
Labor
Matters.
Neither SICLONE nor its subsidiaries are party to any collective
agreement
relating to the SICLONE Business with any labor union or other association
of employees and no part of the SICLONE Business has been certified
as a
unit appropriate for collective bargaining or, to the knowledge of
SICLONE, has made any attempt in that
regard;
|
|
(gg)
|
Finder’s
Fees.
Neither SICLONE nor its subsidiaries are party to any agreement which
provides for the payment of finder’s fees, brokerage fees, commissions or
other fees or amounts which are or may become payable to any third
party
in connection with the execution and delivery of this Agreement and
the
transactions contemplated herein;
|
Execution
and Performance of Agreement
| (hh) |
Authorization
and Enforceability.
The execution and delivery of this Agreement, and the completion
of the
transactions contemplated hereby, have been duly and validly authorized
by
all necessary corporate action on the part of SICLONE and the
ACQUIRER;
|
| (ii) |
No
Violation or Breach.
The execution and performance of this Agreement will
not:
|
|
(i)
|
violate
the charter documents of SICLONE or the ACQUIRER or result in any
breach
of, or default under, any loan agreement, mortgage, deed of trust,
or any
other agreement to which SICLONE or its subsidiaries are
party,
|
|
(ii)
|
give
any person any right to terminate or cancel any agreement including,
without limitation, the SICLONE Material Contracts, or any right
or rights
enjoyed by SICLONE or its
subsidiaries,
|
|
(iii)
|
result
in any alteration of SICLONE’ or its subsidiaries’ obligations under any
agreement to which SICLONE or its subsidiaries are party including,
without limitation, the SICLONE Material
Contracts,
|
|
(iv)
|
result
in the creation or imposition of any lien, encumbrance or restriction
of
any nature whatsoever in favor of a third party upon or against the
SICLONE Assets,
|
|
(v)
|
result
in the imposition of any tax liability to SICLONE or its subsidiaries
relating to the SICLONE Assets, or
|
|
(vi)
|
violate
any court order or decree to which either SICLONE or its subsidiaries
are
subject;
|
The
SICLONE Assets - Ownership and Condition
| (jj) |
Business
Assets.
The SICLONE Assets comprise all of the property and assets of the
SICLONE
Business, and no other person, firm or corporation owns any assets
used by
SICLONE or its subsidiaries in operating the SICLONE Business, whether
under a lease, rental agreement or other arrangement, other than
as
disclosed in Schedules “A”
hereto;
|
12
|
(kk)
|
Title.
SICLONE or its subsidiaries are the legal and beneficial owner of
the
SICLONE Assets, free and clear of all mortgages, liens, charges,
pledges,
security interests, encumbrances or other claims whatsoever, save
and
except as disclosed in Schedules “A”
hereto;
|
| (ll) |
No
Option.
No person, firm or corporation has any agreement or option or a right
capable of becoming an agreement for the purchase of any of the SICLONE
Assets;
|
|
(mm)
|
SICLONE
Insurance Policies.
SICLONE and its subsidiaries maintain the public liability insurance
and
insurance against loss or damage to the SICLONE Assets and the SICLONE
Business as described in Schedule “A”
hereto;
|
| (nn) |
SICLONE
Material Contracts.
SICLONE does not have any Material
Contracts;
|
| (oo) |
No
Default.
There has not been any default in any material obligation of SICLONE
or
any other party to be performed under any of the SICLONE Material
Contracts, each of which is in good standing and in full force and
effect
and unamended (except as disclosed in Schedule “I” hereto), and SICLONE is
not aware of any default in the obligations of any other party to
any of
the SICLONE Material Contracts;
|
| (pp) |
No
Compensation on Termination.
There are no agreements, commitments or understandings relating to
severance pay or separation allowances on termination of employment
of any
employee of SICLONE or its subsidiaries. Neither SICLONE nor its
subsidiaries are obliged to pay benefits or share profits with any
employee after termination of employment except as required by
law;
|
SICLONE
Assets - SICLONE Equipment
|
(qq)
|
SICLONE
Equipment.
The SICLONE Equipment has been maintained in a manner consistent
with that
of a reasonably prudent owner and such equipment is in good working
condition;
|
SICLONE
Assets - SICLONE Goodwill and Other Assets
| (rr) |
SICLONE
Goodwill.
SICLONE and its subsidiaries does not carry on the SICLONE Business
under
any other business or trade names. SICLONE does not have any knowledge
of
any infringement by SICLONE or its subsidiaries of any patent, trademarks,
copyright or trade secret;
|
The
SICLONE Business
| (ss) |
Maintenance
of Business.
Since the date of the SICLONE Financial Statements, SICLONE and its
subsidiaries have not entered into any material agreement or commitment
except in the ordinary course and except as disclosed
herein;
|
| (tt) |
Subsidiaries.
Except for the ACQUIRER, SICLONE does not own any subsidiaries and
does
not otherwise own, directly or indirectly, any shares or interest
in any
other corporation, partnership, joint venture or firm;
and
|
SICLONE
- Acquisition Shares
| (uu) |
Acquisition
Shares.
The Acquisition Shares when delivered to the holders of APOLLO Shares
pursuant to the Merger shall be validly issued and outstanding as
fully
paid and non-assessable shares and the Acquisition Shares shall be
transferable upon the books of SICLONE, in all cases subject to the
provisions and restrictions of all applicable securities
laws.
|
13
Non-Merger
and Survival
3.2 The
representations and warranties of SICLONE contained herein will be true at
and
as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation
or
warranty) or any investigation made by APOLLO or the APOLLO Shareholders, the
representations and warranties of SICLONE shall survive the Closing.
Indemnity
3.3 SICLONE
agrees to indemnify and save harmless APOLLO and the APOLLO Shareholders from
and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right
of
SICLONE to defend any such claim), resulting from the breach by it of any
representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by SICLONE to APOLLO or the APOLLO Shareholders
hereunder.
ARTICLE
4
COVENANTS
OF SICLONE
Covenants
4.1 SICLONE
covenants and agrees with APOLLO that it will:
|
(a)
|
Conduct
of Business.
Until the Closing, conduct its business diligently and in the ordinary
course consistent with the manner in which it generally has been
operated
up to the date of execution of this Agreement;
|
|
(b)
|
Preservation
of Business.
Until the Closing, use its best efforts to preserve the SICLONE Business
and the SICLONE Assets and, without limitation, preserve for APOLLO
SICLONE’s and its subsidiaries’ relationships with any third party having
business relations with them;
|
|
(c)
|
Access.
Until the Closing, give APOLLO, the APOLLO Shareholders, and their
representatives full access to all of the properties, books, contracts,
commitments and records of SICLONE, and furnish to APOLLO, the APOLLO
Shareholders and their representatives all such information as they
may
reasonably request;
|
|
(d)
|
Procure
Consents.
Until the Closing, take all reasonable steps required to obtain,
prior to
Closing, any and all third party consents required to permit the
Merger
and to preserve and maintain the SICLONE Assets notwithstanding the
change
in control of APOLLO arising from the Merger;
|
|
(e)
|
Name
Change.
Immediately after the execution of this Agreement, take such steps
are
required to change the name of SICLONE to “APOLLO Medical Holdings, Inc.”
or such similar name as may be acceptable to the board of directors
of
APOLLO;
|
|
(f)
|
Employment
/ Consulting Agreement.
On or prior to Closing, take such steps as are required to have Xxx
Xx and
Xxxxxxx Belgaum and Xxxxxxx X. Xxxxx enter into employment agreements
with SICLONE and Xxxxxx Xxxxxxxx enter into a consulting agreement
with
SICLONE on identical terms to their current agreements with
APOLLO.
|
14
|
(g)
|
Cancellation
of Shares.
SICLONE’S issued and outstanding common share capital shall be reduced to
4,606,930 SICLONE common shares by the return to treasury of an aggregate
of 9,990,000 SICLONE common shares and SICLONE shall have received
a
release in form satisfactory to APOLLO from the persons returning
such
shares in that regard;
|
|
(h)
|
Elimination
of Debt.
SICLONE shall enter into agreements whereby all debts due and owing
are
eliminated on terms acceptable to
APOLLO
|
| (i) |
Filing
of 14f-1
Within ten days of the Closing Date, SICLONE shall file with the
Securities and Exchange Commission a report on Form 14f-1 disclosing
the
change in control of SICLONE;
|
| (j) |
Resignation
of Xxxx Xxxxx; Appointment of Xxxxxx Xxxxxxxxxx. Upon the execution
of
this Agreement, Xxxx Xxxxx shall resign from all positions he holds
as an
officer of SICLONE. Upon the execution of this Agreement, Xxxxxx
Xxxxxxxxxx shall be appointed as Chief Executive Officer and Interim
Principal Accounting Officer of SICLONE; and
|
| (k) |
Change
of Address.
Upon the execution of this Agreement, SICLONE shall change it executive
office address to 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000.
|
Authorization
4.2 SICLONE
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting SICLONE and its subsidiaries to release any and all
information in their possession respecting SICLONE and its subsidiaries to
APOLLO. SICLONE shall promptly execute and deliver to APOLLO any and all
consents to the release of information and specific authorizations which APOLLO
reasonably requires to gain access to any and all such information.
Survival
4.3 The
covenants set forth in this Article shall survive the Closing for the benefit
of
APOLLO and the APOLLO Shareholders.
ARTICLE
5
REPRESENTATIONS
AND WARRANTIES OF
THE
APOLLO SHAREHOLDERS
Representations
and Warranties
5.1 The
APOLLO Shareholders represent and warrants in all material respects to SICLONE,
with the intent that it will rely thereon in entering into this Agreement and
in
approving and completing the transactions contemplated hereby, that:
APOLLO
- Corporate Status and Capacity
|
(a)
|
Incorporation.
APOLLO is a corporation duly incorporated and validly subsisting
under the
laws of the State of Delaware, and is in good standing with the office
of
the Secretary of State for the State of
Delaware;
|
15
|
(b)
|
Carrying
on Business.
APOLLO carries on business primarily in the State of California and
does
not carry on any material business activity in any other jurisdiction.
APOLLO has an office in Glendale, Florida and in no other locations.
The
nature of the APOLLO Business does not require APOLLO to register
or
otherwise be qualified to carry on business in any other
jurisdiction;
|
|
(c)
|
Corporate
Capacity.
APOLLO has the corporate power, capacity and authority to own APOLLO
Assets, to carry on the Business of APOLLO and to enter into and
complete
this Agreement;
|
APOLLO
- Capitalization
|
(d)
|
Authorized
Capital.
The authorized capital of APOLLO consists of 125,000,000 shares of
common
stock, $.0001 par value per share and
up to 25,000,000 shares of preferred stock (“Preferred
Stock”);
|
|
(e)
|
Ownership
of APOLLO Shares.
The issued and outstanding share capital of APOLLO will on Closing
consist
of 11,485,977 common shares (being the APOLLO Shares), which shares
on
Closing shall be validly issued and outstanding as fully paid and
non-assessable shares. The APOLLO Shareholders will be at Closing
the
registered and beneficial owners of 11,485,977 APOLLO Shares. The
APOLLO
Shares owned by the APOLLO Shareholders, as well as all other outstanding
APOLLO Shares, will on Closing be free and clear of any and all liens,
charges, pledges, encumbrances, restrictions on transfer and adverse
claims whatsoever;
|
|
(f)
|
No
Option.
No person, firm or corporation has any agreement, option, warrant,
preemptive right or any other right capable of becoming an agreement
or
option for the acquisition of APOLLO Shares held by the APOLLO
Shareholders or for the purchase, subscription or issuance of any
of the
unissued shares in the capital of
APOLLO;
|
|
(g)
|
No
Restrictions.
There are no restrictions on the transfer, sale or other disposition
of
APOLLO Shares contained in the charter documents of APOLLO or under
any
agreement;
|
APOLLO
- Records and Financial Statements
|
(h)
|
Charter
Documents.
The charter documents of APOLLO have not been altered since its
incorporation date, except as filed in the record books of
APOLLO;
|
|
(i)
|
Corporate
Minute Books.
The corporate minute books of APOLLO are complete and each of the
minutes
contained therein accurately reflect the actions that were taken
at a duly
called and held meeting or by consent without a meeting. All actions
by
APOLLO which required director or shareholder approval are reflected
on
the corporate minute books of APOLLO. APOLLO is not in violation
or breach
of, or in default with respect to, any term of its Certificates of
Incorporation (or other charter documents) or
by-laws.
|
|
(j)
|
APOLLO
Financial Statements.
The APOLLO Financial Statements present fairly, in all material respects,
the assets and liabilities (whether accrued, absolute, contingent
or
otherwise) of APOLLO, on consolidated basis, as of the respective
dates
thereof, and the sales and earnings of the APOLLO Business during
the
periods covered thereby, in all material respects, and have been
prepared
in substantial accordance with generally accepted accounting principles
consistently applied;
|
16
|
(k)
|
APOLLO
Accounts Payable and Liabilities.
There are no material liabilities, contingent or otherwise, of APOLLO
which are not disclosed in Schedule “K” hereto or reflected in the APOLLO
Financial Statements except those incurred in the ordinary course
of
business since the date of the said schedule and the APOLLO Financial
Statements, and APOLLO has not guaranteed or agreed to guarantee
any debt,
liability or other obligation of any person, firm or corporation.
Without
limiting the generality of the foregoing, all accounts payable and
liabilities of APOLLO as of January 31, 2008 are described in Schedule
“C”
hereto;
|
|
(l)
|
APOLLO
Accounts Receivable.
All APOLLO Accounts Receivable result from bona fide business transactions
and services actually rendered without, to the knowledge and belief
of
APOLLO, any claim by the obligor for set-off or
counterclaim;
|
|
(m)
|
APOLLO
Bank Accounts.
All of the APOLLO Bank Accounts, their location, numbers and the
authorized signatories thereto are as set forth in Schedule “C”
hereto;
|
|
(n)
|
No
Debt to Related Parties.
Except as disclosed in Schedule “C” hereto, APOLLO is not, and on Closing
will not be, materially indebted to the APOLLO Shareholders nor to
any
family member thereof, nor to any affiliate, director or officer
of APOLLO
or the APOLLO Shareholders except accounts payable on account of
bona fide
business transactions of APOLLO incurred in normal course of APOLLO
Business, including employment agreements with the APOLLO Shareholders,
none of which are more than 30 days in
arrears;
|
|
(o)
|
No
Related Party Debt to APOLLO.
Neither the APOLLO Shareholders nor any director, officer or affiliate
of
APOLLO are now indebted to or under any financial obligation to APOLLO
on
any account whatsoever, except for advances on account of travel
and other
expenses not exceeding $5,000 in
total;
|
|
(p)
|
No
Dividends.
No dividends or other distributions on any shares in the capital
of APOLLO
have been made, declared or authorized since the date of the APOLLO
Financial Statements;
|
|
(q)
|
No
Payments.
No payments of any kind have been made or authorized since the date
of the
APOLLO Financial Statements to or on behalf of the APOLLO Shareholders
or
to or on behalf of officers, directors, shareholders or employees
of
APOLLO or under any management agreements with APOLLO, except payments
made in the ordinary course of business and at the regular rates
of salary
or other remuneration payable to
them;
|
|
(r)
|
No
Pension Plans.
There are no pension, profit sharing, group insurance or similar
plans or
other deferred compensation plans affecting
APOLLO;
|
|
(s)
|
No
Adverse Events.
Since the date of the APOLLO Financial
Statements:
|
|
(i)
|
there
has not been any material adverse change in the consolidated financial
position or condition of APOLLO, its liabilities or the APOLLO Assets
or
any damage, loss or other change in circumstances materially affecting
APOLLO, the APOLLO Business or the APOLLO Assets or APOLLO’s right to
carry on the APOLLO Business, other than changes in the ordinary
course of
business,
|
17
|
(ii)
|
there
has not been any damage, destruction, loss or other event (whether
or not
covered by insurance) materially and adversely affecting APOLLO,
the
APOLLO Business or the APOLLO
Assets,
|
|
(iii)
|
there
has not been any material increase in the compensation payable or
to
become payable by APOLLO to the APOLLO Shareholders or to any of
APOLLO’s
officers, employees or agents or any bonus, payment or arrangement
made to
or with any of them,
|
|
(iv)
|
the
APOLLO Business has been and continues to be carried on in the ordinary
course,
|
|
(v)
|
APOLLO
has not waived or surrendered any right of material
value,
|
|
(vi)
|
APOLLO
has not discharged or satisfied or paid any lien or encumbrance or
obligation or liability other than current liabilities in the ordinary
course of business, and
|
|
(vii)
|
no
capital expenditures in excess of $10,000 individually or $30,000
in total
have been authorized or made;
|
APOLLO
- Income Tax Matters
|
(t)
|
Tax
Returns.
All tax returns and reports of APOLLO required by law to be filed
have
been filed and are true, complete and correct, and any taxes payable
in
accordance with any return filed by APOLLO or in accordance with
any
notice of assessment or reassessment issued by any taxing authority
have
been so paid;
|
|
(u)
|
Current
Taxes.
Adequate provisions have been made for taxes payable for the current
period for which tax returns are not yet required to be filed and
there
are no agreements, waivers, or other arrangements providing for an
extension of time with respect to the filing of any tax return by,
or
payment of, any tax, governmental charge or deficiency by APOLLO.
APOLLO
is not aware of any contingent tax liabilities or any grounds which
would
prompt a reassessment including aggressive treatment of income and
expenses in filing earlier tax
returns;
|
APOLLO
- Applicable Laws and Legal Matters
|
(v)
|
Licenses.
APOLLO holds all licenses and permits as may be requisite for carrying
on
the APOLLO Business in the manner in which it has heretofore been
carried
on, which licenses and permits have been maintained and continue
to be in
good standing except where the failure to obtain or maintain such
licenses
or permits would not have a material adverse effect on the APOLLO
Business;
|
|
(w)
|
Applicable
Laws.
APOLLO has not been charged with or received notice of breach of
any laws,
ordinances, statutes, regulations, by-laws, orders or decrees to
which it
is subject or which applies to it the violation of which would have
a
material adverse effect on the APOLLO Business, and, to APOLLO’s
knowledge, APOLLO is not in breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees the contravention of which
would
result in a material adverse impact on the APOLLO Business;
|
|
(x)
|
Pending
or Threatened Litigation.
There is no material litigation or administrative or governmental
proceeding pending or threatened against or relating to APOLLO, the
APOLLO
Business, or any of the APOLLO Assets, nor does APOLLO have any knowledge
of any deliberate act or omission of APOLLO that would form any material
basis for any such action or
proceeding;
|
18
|
(y)
|
No
Bankruptcy.
APOLLO has not made any voluntary assignment or proposal under applicable
laws relating to insolvency and bankruptcy and no bankruptcy petition
has
been filed or presented against APOLLO and no order has been made
or a
resolution passed for the winding-up, dissolution or liquidation
of
APOLLO;
|
|
(z)
|
Labor
Matters.
APOLLO is not a party to any collective agreement relating to the
APOLLO
Business with any labor union or other association of employees and
no
part of the APOLLO Business has been certified as a unit appropriate
for
collective bargaining or, to the knowledge of APOLLO, has made any
attempt
in that regard and APOLLO has no reason to believe that any current
employees will leave APOLLO’s employ as a result of this
Merger.
|
|
(aa)
|
Finder’s
Fees.
APOLLO is not a party to any agreement which provides for the payment
of
finder’s fees, brokerage fees, commissions or other fees or amounts which
are or may become payable to any third party in connection with the
execution and delivery of this Agreement and the transactions contemplated
herein;
|
Execution
and Performance of Agreement
|
(bb)
|
Authorization
and Enforceability.
The execution and delivery of this Agreement, and the completion
of the
transactions contemplated hereby, have been duly and validly authorized
by
all necessary corporate action on the part of
APOLLO;
|
|
(cc)
|
No
Violation or Breach.
The execution and performance of this Agreement will
not
|
|
(i)
|
violate
the charter documents of APOLLO or result in any breach of, or default
under, any loan agreement, mortgage, deed of trust, or any other
agreement
to which APOLLO is a party,
|
|
(ii)
|
give
any person any right to terminate or cancel any agreement including,
without limitation, APOLLO Material Contracts, or any right or rights
enjoyed by APOLLO,
|
|
(iii)
|
result
in any alteration of APOLLO’s obligations under any agreement to which
APOLLO is a party including, without limitation, the APOLLO Material
Contracts,
|
|
(iv)
|
result
in the creation or imposition of any lien, encumbrance or restriction
of
any nature whatsoever in favor of a third party upon or against the
APOLLO
Assets,
|
|
(v)
|
result
in the imposition of any tax liability to APOLLO relating to APOLLO
Assets
or the APOLLO Shares, or
|
|
(vi)
|
violate
any court order or decree to which either APOLLO is subject;
|
APOLLO
Assets - Ownership and Condition
|
(dd)
|
Business
Assets.
The APOLLO Assets comprise all of the property and assets of the
APOLLO
Business, and neither the APOLLO Shareholders nor any other person,
firm
or corporation owns any assets used by APOLLO in operating the APOLLO
Business, whether under a lease, rental agreement or other arrangement,
other than as disclosed in Schedules “C”
hereto;
|
19
|
(ee)
|
Title.
APOLLO is the legal and beneficial owner of the APOLLO Assets, free
and
clear of all mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever, save and except as disclosed
in
Schedules “C” hereto;
|
|
(ff)
|
No
Option.
No person, firm or corporation has any agreement or option or a right
capable of becoming an agreement for the purchase of any of the APOLLO
Assets;
|
|
(gg)
|
APOLLO
Insurance Policies.
APOLLO maintains the public liability insurance and insurance against
loss
or damage to the APOLLO Assets and the APOLLO Business as described
in
Schedule “C” hereto;
|
|
(hh)
|
APOLLO
Material Contracts.
The APOLLO Material Contracts listed in Schedule “C” constitute all of the
material contracts of APOLLO;
|
|
(ii)
|
No
Default.
There has not been any default in any material obligation of APOLLO
or any
other party to be performed under any of APOLLO Material Contracts,
each
of which is in good standing and in full force and effect and unamended,
and APOLLO is not aware of any default in the obligations of any
other
party to any of the APOLLO Material
Contracts;
|
|
(jj)
|
Reserved.;
|
APOLLO
Assets - APOLLO Equipment
|
(kk)
|
APOLLO
Equipment.
The APOLLO Equipment has been maintained in a manner consistent with
that
of a reasonably prudent owner and such equipment is in good working
condition;
|
APOLLO
Assets - APOLLO Goodwill and Other Assets
|
(ll)
|
APOLLO
Goodwill.
APOLLO carries on the APOLLO Business only under the name “APOLLO
Incorporated” and variations thereof and under no other business or trade
names. APOLLO does not have any knowledge of any infringement by
APOLLO of
any patent, trademark, copyright or trade
secret;
|
The
Business of APOLLO
|
(mm)
|
Maintenance
of Business.
Since the date of the APOLLO Financial Statements, the APOLLO Business
has
been carried on in the ordinary course and APOLLO has not entered
into any
material agreement or commitment except in the ordinary course;
and
|
|
(nn)
|
Subsidiaries.
APOLLO does not own any subsidiaries and does not otherwise own,
directly
or indirectly, any shares or interest in any other corporation,
partnership, joint venture or firm and APOLLO does not own any subsidiary
and does not otherwise own, directly or indirectly, any shares or
interest
in any other corporation, partnership, joint venture or
firm.
|
Non-Merger
and Survival
5.2 The
representations and warranties of the APOLLO Shareholders contained herein
will
be true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by SICLONE, the
representations and warranties of the APOLLO Shareholders shall survive the
Closing.
20
Indemnity
5.3 The
APOLLO Shareholders agrees to indemnify and save harmless SICLONE from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made
in
good faith in settlement of any claim (subject to the right of the APOLLO
Shareholders to defend any such claim), resulting from the breach by any of
them
of any representation or warranty of such party made under this Agreement or
from any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished by the APOLLO Shareholders to SICLONE
hereunder.
ARTICLE
6
COVENANTS
OF APOLLO AND
THE
APOLLO SHAREHOLDERS
Covenants
6.1 APOLLO
and the APOLLO Shareholders covenant and agree with SICLONE that they
will:
|
(a)
|
Conduct
of Business.
Until the Closing, conduct the APOLLO Business diligently and in
the
ordinary course consistent with the manner in which the APOLLO Business
generally has been operated up to the date of execution of this Agreement;
|
|
(b)
|
Preservation
of Business.
Until the Closing, use their best efforts to preserve the APOLLO
Business
and the APOLLO Assets and, without limitation, preserve for SICLONE
APOLLO’s relationships with their suppliers, customers and others having
business relations with them;
|
|
(c)
|
Access.
Until the Closing, give SICLONE and its representatives full access
to all
of the properties, books, contracts, commitments and records of APOLLO
relating to APOLLO, the APOLLO Business and the APOLLO Assets, and
furnish
to SICLONE and its representatives all such information as they may
reasonably request;
|
|
(d)
|
Procure
Consents.
Until the Closing, take all reasonable steps required to obtain,
prior to
Closing, any and all third party consents required to permit the
Merger
and to preserve and maintain the APOLLO Assets, including the APOLLO
Material Contracts, notwithstanding the change in control of APOLLO
arising from the Merger;
|
|
(e)
|
Reporting
and Internal Controls.
From and after the Effective Time, the APOLLO Shareholders shall
forthwith
take all required actions to implement internal controls on the business
of the Surviving Company to ensure that the Surviving Company and
SICLONE
comply with Section 13(b)(2) of the Securities and Exchange Act of
1934;
and
|
Authorization
6.2 APOLLO
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting APOLLO to release any and all information in their
possession respecting APOLLO to SICLONE. APOLLO shall promptly execute and
deliver to SICLONE any and all consents to the release of information and
specific authorizations which SICLONE reasonably require to gain access to
any
and all such information.
21
Survival
6.3 The
covenants set forth in this Article shall survive the Closing for the benefit
of
SICLONE.
ARTICLE
7
CONDITIONS
PRECEDENT
Conditions
Precedent in favor of SICLONE
7.1 SICLONE’s
obligations to carry out the transactions contemplated hereby are subject to
the
fulfillment of each of the following conditions precedent on or before the
Closing:
|
(a)
|
all
documents or copies of documents required to be executed and delivered
to
SICLONE hereunder will have been so executed and
delivered;
|
|
(b)
|
all
of the terms, covenants and conditions of this Agreement to be complied
with or performed by APOLLO or the APOLLO Shareholders at or prior
to the
Closing will have been complied with or
performed;
|
|
(c)
|
SICLONE
shall have completed its review and inspection of the books and records
of
APOLLO and shall be satisfied with same in all material
respects;
|
|
(d)
|
title
to the APOLLO Shares held by the APOLLO Shareholders and to the APOLLO
Assets will be free and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever, save
and
except as disclosed herein;
|
|
(e)
|
the
Certificate of Merger shall be executed by APOLLO in form acceptable
for
filing with the Delaware Secretary of
State;
|
|
(f)
|
subject
to Article 8 hereof, there will not have
occurred
|
|
(i)
|
any
material adverse change in the financial position or condition of
APOLLO,
its liabilities or the APOLLO Assets or any damage, loss or other
change
in circumstances materially and adversely affecting the APOLLO Business
or
the APOLLO Assets or APOLLO’s right to carry on the APOLLO Business, other
than changes in the ordinary course of business, none of which has
been
materially adverse, or
|
|
(ii)
|
any
damage, destruction, loss or other event, including changes to any
laws or
statutes applicable to APOLLO or the APOLLO Business (whether or
not
covered by insurance) materially and adversely affecting APOLLO,
the
APOLLO Business or the APOLLO Assets;
and
|
|
(g)
|
the
transactions contemplated hereby shall have been approved by all
other
regulatory authorities having jurisdiction over the subject matter
hereof,
if any.
|
22
Waiver
by SICLONE
7.2 The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of SICLONE and any such condition may be waived in whole
or in
part by SICLONE at or prior to Closing by delivering to APOLLO a written waiver
to that effect signed by SICLONE. In the event that the conditions precedent
set
out in the preceding section are not satisfied on or before the Closing, SICLONE
shall be released from all obligations under this Agreement.
Conditions
Precedent in Favor of APOLLO and the APOLLO Shareholders
7.3 The
obligation of APOLLO and the APOLLO Shareholders to carry out the transactions
contemplated hereby is subject to the fulfillment of each of the following
conditions precedent on or before the Closing:
| (a) |
all
documents or copies of documents required to be executed and delivered
to
APOLLO hereunder will have been so executed and
delivered;
|
| (b) |
all
of the terms, covenants and conditions of this Agreement to be complied
with or performed by SICLONE at or prior to the Closing will have
been
complied with or performed;
|
| (c) |
APOLLO
shall have completed its review and inspection of the books and records
of
SICLONE and its subsidiaries and shall be satisfied with same in
all
material respects;
|
| (d) |
SICLONE
will have delivered the Acquisition Shares to be issued pursuant
to the
terms of the Merger to APOLLO at the Closing and the Acquisition
Shares
will be registered on the books of SICLONE in the name of the holder
of
APOLLO Shares at the Effective
Time;
|
| (e) |
title
to the Acquisition Shares will be free and clear of all mortgages,
liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever;
|
| (f) |
the
Certificate of Merger shall be executed by the ACQUIRER in form acceptable
for filing with the Delaware Secretary of State;
|
| (g) |
subject
to Article 8 hereof, there will not have
occurred
|
|
(i)
|
any
material adverse change in the financial position or condition of
SICLONE,
its subsidiaries, their liabilities or the SICLONE Assets or any
damage,
loss or other change in circumstances materially and adversely affecting
SICLONE, the SICLONE Business or the SICLONE Assets or SICLONE’ right to
carry on the SICLONE Business, other than changes in the ordinary
course
of business, none of which has been materially adverse,
or
|
|
(ii)
|
any
damage, destruction, loss or other event, including changes to any
laws or
statutes applicable to SICLONE or the SICLONE Business (whether or
not
covered by insurance) materially and adversely affecting SICLONE,
its
subsidiaries, the SICLONE Business or the SICLONE Assets;
and
|
| (h) |
the
transactions contemplated hereby shall have been approved by all
other
regulatory authorities having jurisdiction over the subject matter
hereof,
if any.
|
| (i) |
SICLONE’S
issued and and outstanding common share capital shall be reduced
to
4,606,930 SICLONE
Common Shares, by the return to treasury of an
aggregate of 9,990,000 SICLONE
Common Shares and SICLONE shall have received a release in form
satisfactory to APOLLO from the persons returning such shares in
that
regard;
|
23
| (j) |
SICLONE
will have entered into agreements whereby all debts due and owing
are
eliminated on terms acceptable to
APOLLO.
|
Waiver
by APOLLO and the APOLLO Shareholders
7.4 The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of APOLLO and the APOLLO Shareholders and any such condition
may be waived in whole or in part by APOLLO or the APOLLO Shareholders at or
prior to the Closing by delivering to SICLONE a written waiver to that effect
signed by APOLLO and the APOLLO Shareholders. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing APOLLO and the APOLLO Shareholders shall be released from all
obligations under this Agreement.
Nature
of Conditions Precedent
7.5 The
conditions precedent set forth in this Article are conditions of completion
of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of
the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.
Termination
7.6 Notwithstanding
any provision herein to the contrary, if the Closing does not occur on or before
June 30, 2008, this Agreement will be at an end and will have no further force
or effect, unless otherwise agreed upon by the parties in writing.
Confidentiality
7.7 Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree
to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation
and
execution of this Agreement and shall keep the terms of this Agreement and
all
information and documents received from APOLLO and SICLONE and the contents
thereof confidential and not utilize nor reveal or release same, provided,
however, that SICLONE will be required to issue news releases regarding the
execution and consummation of this Agreement and file a Current Report on Form
8-K with the Securities and Exchange Commission respecting the proposed Merger
contemplated hereby together with such other documents as are required to
maintain the currency of SICLONE’ filings with the Securities and Exchange
Commission.
ARTICLE
8
RISK
Material
Change in the Business of APOLLO
8.1 If
any
material loss or damage to the APOLLO Business occurs prior to Closing and
such
loss or damage, in SICLONE’s reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, SICLONE shall, within two (2)
days
following any such loss or damage, by notice in writing to APOLLO, at its
option, either:
24
| (a) |
terminate
this Agreement, in which case no party will be under any further
obligation to any other party;
or
|
| (b) |
elect
to complete the Merger and the other transactions contemplated hereby,
in
which case the proceeds and the rights to receive the proceeds of
all
insurance covering such loss or damage will, as a condition precedent
to
SICLONE’ obligations to carry out the transactions contemplated hereby, be
vested in APOLLO or otherwise adequately secured to the satisfaction
of
SICLONE on or before the Closing
Date.
|
Material
Change in the SICLONE Business
8.2 If
any
material loss or damage to the SICLONE Business occurs prior to Closing and
such
loss or damage, in APOLLO’s reasonable opinion, cannot be substantially repaired
or replaced within sixty (60) days, APOLLO shall, within two (2) days following
any such loss or damage, by notice in writing to SICLONE, at its option,
either:
| (a) |
terminate
this Agreement, in which case no party will be under any further
obligation to any other party; or
|
| (b) |
elect
to complete the Merger and the other transactions contemplated hereby,
in
which case the proceeds and the rights to receive the proceeds of
all
insurance covering such loss or damage will, as a condition precedent
to
APOLLO’s obligations to carry out the transactions contemplated hereby,
be
vested in SICLONE or otherwise adequately secured to the satisfaction
of
APOLLO on or before the Closing
Date.
|
ARTICLE
9
CLOSING
Closing
9.1 The
Merger and the other transactions contemplated by this Agreement will be closed
at the Place of Closing in accordance with the closing procedure set out in
this
Article.
Documents
to be Delivered by APOLLO
9.2 On
or
before the Closing, APOLLO and the APOLLO Shareholders will deliver or cause
to
be delivered to SICLONE:
| (a) |
the
original or certified copies of the charter documents of APOLLO and
all
corporate records documents and instruments of APOLLO, the corporate
seal
of APOLLO and all books and accounts of
APOLLO;
|
| (b) |
all
reasonable consents or approvals required to be obtained by APOLLO
for the
purposes of completing the Merger and preserving and maintaining
the
interests of APOLLO under any and all APOLLO Material Contracts and
in
relation to APOLLO Assets;
|
| (c) |
certified
copies of such resolutions of the shareholder and director of APOLLO
as
are required to be passed to authorize the execution, delivery and
implementation of this Agreement;
|
| (d) |
an
acknowledgement from APOLLO and the APOLLO Shareholders of the
satisfaction of the conditions precedent set forth in section 7.3
hereof;
|
25
| (e) |
the
Certificate of Merger, duly executed by APOLLO;
and
|
| (f) |
such
other documents as SICLONE may reasonably require to give effect
to the
terms and intention of this
Agreement.
|
Documents
to be Delivered by SICLONE
9.3 On
or
before the Closing, SICLONE shall deliver or cause to be delivered to APOLLO
and
the APOLLO Shareholders:
| (a) |
share
certificates representing the Acquisition Shares duly registered
in the
names of the holders of shares of APOLLO Common
Stock;
|
| (b) |
certified
copies of such resolutions of the directors of SICLONE as are required
to
be passed to authorize the execution, delivery and implementation
of this
Agreement, together with the appointment of Xxxxxx Xxxxxxxxxx as
a member
of the Board of Directors of
SICLONE;
|
| (c) |
a
certified copy of a resolution of the directors of SICLONE dated
as of the
Closing Date appointing the nominees of APOLLO as officers of
APOLLO;
|
| (d) |
an
acknowledgement from SICLONE of the satisfaction of the conditions
precedent set forth in section 7.1
hereof;
|
| (e) |
the
signed resignation of Xxxx Xxxxx as Chief Executive Officer and Principal
Accounting Officer of SICLONE which shall be effective at or prior
to
Closing and the signed resignation of Xxxx Xxxxx as a director of
SICLONE,
which shall be effective 10 days following the filing of the
14f-1;
|
| (f) |
the
Certificate of Merger, duly executed by the ACQUIRER;
|
| (g) |
the
irrevocable letter of instruction to SICLONE’s transfer agent instructing
the transfer agent to issue the Acquisition Shares;
and
|
| (h) |
such
other documents as APOLLO may reasonably require to give effect to
the
terms and intention of this
Agreement.
|
ARTICLE
10
POST-CLOSING
MATTERS
Forthwith
after the Closing, SICLONE, APOLLO and the APOLLO Shareholders agree to use
all
their best efforts to:
| (a) |
file
the Certificate of Merger with Secretary of State of the State of
Delaware;
|
| (b) |
issue
a news release reporting the
Closing;
|
| (c) |
file
a Form 8-K with the Securities and Exchange Commission disclosing
the
terms of this Agreement and which includes audited financial statements
of
APOLLO as well as pro forma financial information of APOLLO and SICLONE
as
required by Regulation SX as promulgated by the Securities and Exchange
Commission;
|
26
| (d) |
file
14f-1 disclosing the change in control of SICLONE;
and
|
| (e) |
file
reports on Forms 13D and 3 with the Securities and Exchange Commission
disclosing the acquisition of the Acquisition Shares by the APOLLO
Shareholders.
|
ARTICLE
11
GENERAL
PROVISIONS
Arbitration
11.1 The
parties hereto shall attempt to resolve any dispute, controversy, difference
or
claim arising out of or relating to this Agreement by negotiation in good faith.
If such good negotiation fails to resolve such dispute, controversy, difference
or claim within fifteen (15) days after any party delivers to any other party
a
notice of its intent to submit such matter to arbitration, then any party to
such dispute, controversy, difference or claim may submit such matter to
arbitration in the City of New York, New York.
Notice
11.2 Any
notice required or permitted to be given by any party will be deemed to be
given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail,
or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except
in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received
on
the actual date of delivery.
Addresses
for Service
11.3 The
address for service of notice of each of the parties hereto is as
follows:
|
(a)
|
SICLONE
or the ACQUIRER:
|
SICLONE
Xxxx
Xxxxx
c/o
Xxxxxx X. Xxxxx, P.C.
0000
Xxxxxxxx Xxxx.
Xxxxxxxx,
XX 00000
Telephone
no.: (000) 000-0000
Facsimile
no.: (000) 000-0000
|
(b)
|
APOLLO
or the APOLLO Shareholders
|
0000
X.
Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Attention:
Dr. Warrren Hosseinion
Telephone
no.: (000) 000-0000
Facsimile
no.: (000) 000-0000
With
a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx, Esq.
Phone:
(000) 000-0000
Telecopier:
(000) 000-0000
27
Change
of Address
11.4 Any
party
may, by notice to the other parties change its address for notice to some other
address in North America and will so change its address for notice whenever
the
existing address or notice ceases to be adequate for delivery by hand. A post
office box may not be used as an address for service.
Further
Assurances
11.5 Each
of
the parties will execute and deliver such further and other documents and do
and
perform such further and other acts as any other party may reasonably require
to
carry out and give effect to the terms and intention of this
Agreement.
Time
of the Essence
11.6 Time
is
expressly declared to be the essence of this Agreement.
Entire
Agreement
11.7 The
provisions contained herein constitute the entire agreement among APOLLO, the
APOLLO Shareholders, the ACQUIRER and SICLONE respecting the subject matter
hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among APOLLO, the APOLLO Shareholders,
the ACQUIRER and SICLONE with respect to the subject matter hereof.
Enurement
11.8 This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
Assignment
11.9 This
Agreement is not assignable without the prior written consent of the parties
hereto.
Counterparts
11.10 This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies
of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
Applicable
Law
11.11 This
Agreement is subject to the laws of the State of New York.
[Remainder
of page intentionally left blank.]
28
IN
WITNESS WHEREOF
the
parties have executed this Agreement effective as of the day and year first
above written.
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SICLONE
INDUSTRIES, INC.
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By:
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/s/
Xxxx Xxxxx
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Witness
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Xxxx
Xxxxx, Chief Executive Officer and
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Principal
Accounting Officer
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Name
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Address
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APOLLO
MEDICAL MANAGEMENT, INC.
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By:
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/s/
Xxxxxx Xxxxxxxxxx
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Witness
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Xxxxxx
Xxxxxxxxxx, Chief Executive
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Officer,
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Name
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Address
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APOLLO
ACQUISITION CO., INC
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By:
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/s/
Xxxxxx Xxxxxxxxxx
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Witness
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Xxxxxx
Xxxxxxxxxx, Chief Executive Officer
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Name
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Address
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APOLLO,
INC. SHAREHOLDERS
FOLLOW
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29
| Schedule “A” |
SICLONE
Form Q as filed with the Securities and Exchange Commission on May
20,
2008
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| Schedule “B” |
Settlement
Agreement
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| Schedule “C” |
Audited
Financial Statements of APOLLO as of January 31, 2008
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30
