Published on July 15, 2008
CERTIFICATE
OF OWNERSHIP
OF
SICLONE
INDUSTRIES, INC.
(a
Delaware corporation)
AND
APOLLO
MEDICAL HOLDINGS, INC.
(a
Delaware corporation)
UNDER
SECTION 253 OF THE GENERAL CORPORATION LAW
OF
THE
STATE OF DELAWARE
The
undersigned corporations organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DO
HEREBY
CERTIFY:
FIRST: That
the
name and state of incorporation of each of the constituent corporations of
the
merger are as follows:
NAME
|
STATE
OF INCORPORATION
|
|
|
Siclone
Industries., Inc.
|
Delaware
|
|
|
Apollo
Medical Holdings, Inc.
|
Delaware
|
SECOND: That
100%
of the outstanding stock of Apollo Medical Holdings, Inc. is owned by Siclone
Industries, Inc.
THIRD: That
the
name of the surviving corporation of the merger is Siclone Industries,
Inc.,
which
will continue its existence as said surviving corporation under the name Apollo
Medical Holdings,
Inc.
FOURTH:
That the Certificate of Incorporation of Siclone Industries, Inc., a Delaware
corporation, the surviving corporation, shall be the Certificate of
Incorporation of the surviving corporation, except that article FIRST relating
to the name shall be struck and shall be substituted in lieu therefor the
following article:
“FIRST:
The name of the corporation is Apollo Medical Holdings, Inc.”
FOURTH: That
the
members of the Board of Directors of Siclone Industries, Inc. unanimously
adopted the following resolution by written consent on the 18th
day of
June, 2008:
RESOLVED,
that the Company's wholly-owned subsidiary, Apollo Medical Holdings,
Inc.,
be merged with and into the Company, and that upon the filing of
the
appropriate certificate of Merger with the Secretary of State of
the State
of Delaware, the Company's name shall be changed to Apollo Medical
Holdings, Inc.
|
FIFTH: This
merger shall be effective on July 2, 2008.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate this
18th
day of
June, 2008.
SICLONE
INDUSTRIES, INC.
|
|
By:/s/
Warren Hosseinion
Name:
Dr.
Warren Hosseinion
Title:
Chief
Executive Officer
|
|
APOLLO
MEDICAL HOLDINGS, INC.
|
|
By:/s/
Warren Hosseinion
Name:
Dr. Warren Hosseinion
Title:
Chief
Executive Officer
|
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