AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is
made as of the 13
th
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 1010 N.
Central Avenue, Suite 201, Glendale, CA 91202
(“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
1.1
In
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;
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|
(b) |
“
Agreement ”
means this agreement and plan of merger among SICLONE, the
ACQUIRER, APOLLO, and the APOLLO Shareholders;
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|
(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”;
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|
(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”;
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(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;
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(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” ;
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(g) |
“
SICLONE Business ”
means all aspects of any business conducted by SICLONE and its
subsidiaries;
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(h) |
“
SICLONE Cash ”
means all cash on hand or on deposit to the credit of SICLONE and
its subsidiaries on the Closing Date;
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(i) |
“
SICLONE Common Shares ”
means the shares of common stock in the capital of
SICLONE;
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(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;
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(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”;
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(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;
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(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;
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(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”;
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(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;
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(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”;
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(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”;
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(s)
|
“
Closing ”
means the completion, on the Closing Date, of the transactions
contemplated hereby in accordance with Article 9
hereof;
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(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;
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(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;
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(v) |
“
Merger ”
means the merger, at the Effective Time, of APOLLO and the ACQUIRER
pursuant to this Agreement and Plan of Merger;
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(w) |
“
Merger Consideration ”
means the Acquisition Shares;
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(x) |
“
Place of Closing ”
means the offices of Sichenzia Ross Friedman Ference LLP, or such
other place as SICLONE and APOLLO may mutually agree
upon;
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(y) |
“
State Corporation Law ”
means the General Corporation Law of the State of
Delaware;
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(z)
|
“
Surviving Company ”
means the ACQUIRER following the merger with APOLLO;
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(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”;
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(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”;
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(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;
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(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”;
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(ee) |
“
APOLLO Business ”
means all aspects of the business conducted by APOLLO;
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(ff) |
“
APOLLO Cash ”
means all cash on hand or on deposit to the credit of APOLLO on the
Closing Date;
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(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”;
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(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”;
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(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.
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(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;
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(kk)
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“
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”;
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(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;
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(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”;
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(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”;
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(oo)
|
“
APOLLO Shares ”
means all of the issued and outstanding shares of APOLLO’s
equity stock.
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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.
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
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Schedule
“A”
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SICLONE
Form 10-Q as filed with the Securities and Exchange Commission on
May 20, 2008
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Schedule
“B” |
Settlement
Agreement by and between SICLONE and certain
related
parties
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Information concerning APOLLO
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Schedule
“C” |
Audited
Financial Statements of APOLLO as of January 31, 2008
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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.
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:
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(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.
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(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.
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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:
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(a)
|
the
sale is to SICLONE;
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(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
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(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.
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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;
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|
(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;
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(c) |
Corporate Capacity .
SICLONE has the corporate power, capacity and authority to own the
SICLONE Assets and to enter into and complete this
Agreement;
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(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;
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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;
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(f) |
Carrying on Business .
Other than corporate formation and organization, the ACQUIRER has
not carried on business activities to date.
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(g) |
Corporate Capacity .
The ACQUIRER has the corporate power, capacity and authority to
enter into and complete this Agreement;
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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;
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|
(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;
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(j) |
Capacity .
SICLONE has the full right, power and authority to enter into this
Agreement on the terms and conditions contained
herein;
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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;
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|
(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;
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|
(m) |
Capacity .
The ACQUIRER has the full right, power and authority to enter into
this Agreement on the terms and conditions contained
herein;
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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;
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(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.
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(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;
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(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;
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(r)
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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;
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(s)
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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;
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(t)
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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;
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(u)
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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;
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(v)
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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;
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(w)
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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;
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(x)
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No Pension Plans .
There are no pension, profit sharing, group insurance or similar
plans or other deferred compensation plans affecting SICLONE or its
subsidiaries;
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(y)
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No Adverse Events .
Since the date of the SICLONE Financial Statements
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(i)
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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,
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(ii)
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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,
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(iii)
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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,
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(iv)
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the
SICLONE Business has been and continues to be carried on in the
ordinary course,
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(v)
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SICLONE
has not waived or surrendered any right of material
value,
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(vi)
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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
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(vii)
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No
capital expenditures in excess of $10,000 individually or $30,000
in total have been authorized or made.
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SICLONE - Income Tax Matters
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(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;
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(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;
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SICLONE - Applicable Laws and Legal Matters
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(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;
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(cc)
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Applicable Laws .
Neither SICLONE nor its subsidiaries have
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