ACQUISITION AGREEMENT

ACQUISITION AGREEMENT

           This ACQUISITION AGREEMENT is entered into and made effective as of the 15th day of February, 2011 by and between Alternative Energy Partners, Inc., a Florida Corporation ("AEGY") and OCTuS, Inc., a Nevada corporation ("OCTI”).

WHEREAS, upon the terms and conditions set forth below, AEGY desires to transfer to OCTI 100 percent of the issued and outstanding shares of Élan Energy Corp., a Florida corporation (“Élan”), and Sunarias Corporation, a California corporation (“Sunarias”), such that, following the Closing (defined below) Élan and Sunarias will be wholly-owned subsidiaries of OCTI;

           NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties hereto agree as follows:

1.    SALE AND PURCHASE OF OCTI SHARES.

1.1 PURCHASE AND SALE.  Subject to the terms and conditions herein set forth, AEGY hereby agrees to transfer 100 percent of the issued and outstanding shares of Élan and Sunarias (the “Spin-Off Shares”) to OCTI, and OCTI hereby agrees to issue to the designated agent for AEGY all of the authorized shares of a new Series E Preferred Stock of OCTI (with the rights of the Series E Preferred to be as set forth on Exhibit “1), (the OCTI Preferred Shares”), convertible into 100,000,000 shares of the common stock of OCTI (the “OCTI Common Stock”), (the OCTI Preferred Stock and the OCTI Common Stock being sometimes referred to as the “OCTI Stock”), as provided in Section 1.2.

 

1.2 OCTI STOCK TERMS.  The OCTI Stock shall be issued to and held by the Agent, as hereafter defined,  for the benefit of all of the shareholders of record of AEGY as of the date which is five (5) business days after the execution of this Agreement by all parties, as certified by the transfer agent for AEGY (the “AEGY Shareholders”), and the Agent shall hold the OCTI Preferred Stock until such time as (i) the Articles of Incorporation of OCTI have been amended to increase the authorized shares of common stock of OCTI to allow the conversion of the OCTI Preferred Stock into OCTI Common Stock, and (ii) the OCTI Common Stock has been registered by OCTI in a registration statement filed with the U.S. Securi ties & Exchange Commission, and any applicable state securities regulatory agencies, so that the OCTI Common Stock can then be distributed to the AEGY Shareholders.

 

1.3 AGENT.  For purposes of this Agreement, the Agent to hold the OCTI Shares as provided in this Agreement shall be designated at Closing by Lin-Han Equity Corp., a California corporation which has agreed to acquire a majority interest in OCTI under a separate agreement of even date herewith.  The Agent shall have no responsibility or liability to OCTI, AEGY or the AEGY Shareholders for any act or failure to act except as expressly provided herein, and shall be fully discharged and released from any liability or obligations to any of OCTI, AEGY or the AEGY Shareholders upon conversion of the OCTI Preferred Stock into OCTI Common Stock and the distribution of certificates for the OCTI Common Stock to the AEGY Share holders as provided herein.

 

2. REPRESENTATIONS AND WARRANTIES

 

2.1           REPRESENTATIONS AND WARRANTIES OF AEGY. AEGY represents and warrants as follows:

a)        Corporate Organization In Good Standing. AEGY is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification; Élan is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, has a wholly-owned subsidiary, R.L.P. Mechanical Contractors, Inc., a Texas corporation, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification; and, Sunaria s is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

b)        Corporate Authority. AEGY has all requisite corporate power and authority to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

c)        No Violation.  Consummation of the transactions contemplated herein will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation by which AEGY, Sunarias, Élan, or any of their subsidiaries is bound.

2.2           REPRESENTATIONS AND WARRANTIES OF OCTI. Except as set forth in a disclosure letter separately delivered by OCTI to AEGY (the “Disclosure Letter”) , a copy of which is attached as Exhibit “2”, which Disclosure Letter shall qualify the representations and warranties of OCTI made in this Agreement, OCTI represents and warrants as follows:

a)        Corporate Organization In Good Standing. OCTuS, Inc. is a Nevada corporation qualified to do business in Nevada.

b)        Authority.  OCTI has the authority to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement. OCTI has all requisite power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

c)        No Violation.  Assuming that all of the closing conditions set forth in Sections below are satisfied at or before Closing and that all required third party consents and approvals are obtained before Closing, the consummation of the transactions contemplated herein will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation by which OCTI is bound.

d)      Issue Status.  The shares of stock in Élan and Sunarias to be transferred by AEGY to OCTI will be transferred to OCTI in a private transaction exempt from registration under the 1933 Act.

e)        Investment.  OCTI is acquiring the shares of stock in Élan and Sunarias to be transferred by AEGY to OCTI solely for its own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in the Healthcare Shares.

f)        Ownership.                    The issue of the OCTI Shares to the Agent and the subsequent distribution to the AEGY Shareholders is permitted by the operating or other governing documents of OCTI and will not cause a default or other breach of any operating or other governing documents of any of such companies.

g)        Reporting Status. OCTI is a fully reporting public company under Section 15(d) of the Securities and Exchange Act of 1934 (the “1934 Act”), and is current on its filing obligations under Section 15.  Except as may be reflected in the Disclosure Letter, OCTI has filed all required periodic reports with the Securities & Exchange Commission (the “Commission”) on Forms 10-Q and 10-K through the fiscal year ended December 31, 2009, all quarterly periods through September 30, 2010, and all required Form 8-K reports (excepting the 8-K/A amendment to disclose the required final financial information for the Quantum transaction), all such repor ts as filed are true and correct in all material respects and contain no misrepresentation of a material fact or omission of a material fact.  The common shares of OCTI are quoted on the FINRA OTC BB under the symbol “OCTI”.  OCTI has received and is currently responding to an outstanding Commission Staff comment letter, besides which there are no stop orders or other regulatory actions, and no letters, comments, investigations or other actions pending or threatened by the Commission or by the Financial Industry Regulatory Authority (FINRA) against or relating to OCTI and there are no outstanding fees, fines or other amounts due to FINRA, the SEC, PCAOB or any other regulatory agency, in each of the above instances under this paragraph other than as disclosed as above, in the Disclosure Letter or  in the SEC Filings.

   h)  Capitalization.

(1) On the date of this Agreement, 100,000,000 shares of $0.001 par value common stock are authorized and 45,729,072 shares of common stock of OCTI are issued and outstanding, all of the shares of common stock issued are duly authorized, validly issued, fully paid and non-assessable and none were issued in violation of any preemptive rights.  There are 2,000,000 shares of $0.001 par value preferred stock authorized, of which 300,000 shares are designated as Series A, 910,000 are designated as Series B, 250,000 are designated as Series C and the remaining 540,000 are not designated.  There are no preferred shares issued and outstanding.  The rights, designations and preferences of the Series A, B and C preferred shares are set forth in Schedule “3” hereto.  Except as set forth in the SEC filings or as set forth on Schedule “4”, no shares of OCTI are reserved for issuance upon the exercise of outstanding options, warrants or other rights to purchase shares; and no shares of OCTI stock are held in the treasury of OCTI.  Except as set forth above, as of the date hereof, no shares or other voting securities of OCTI are issued, reserved for issuance or outstanding and no shares or other voting securities of OCTI shall be issued or become outstanding after the date hereof, save for those Shares to be issued pursuant to this Agreement. Except as set forth in the SEC Filings or on Schedule “5”, there are no bonds, debentures, notes or other indebtedness or securities of OCTI that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of OCTI may vote.  All shares of OCTI subject to issuance as described above shall, upon issuance on the terms and conditions sp ecified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights.

 

(2) Except as set forth in the SEC Filings, (a) OCTI has no contract or other obligation to repurchase, redeem or otherwise acquire any shares of OCTI stock, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person, (b) there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of OCTI other than listed on Schedule C or as set forth in the SEC Filings, and (c) to OCTI’s knowledge, none of the outstanding equity securities or other securities of OCTI was issued in violation of the Securities Act of 1933 or any other legal requirement.

 

i)           Financial Statements.

   

                                                 (i) OCTI has furnished or made available to AEGY, or will make available to AEGY prior to the Closing Date, true and complete copies of the audited and/or reviewed financial statements of OCTI for the past two fiscal years (the “OCTI Financial Statements”), and OCTI shall furnish or make available to Lin-Han true and complete copies of OCTI's financial statements for all monthly periods ending after its most recent fiscal year up to and including the Closing Date.

 

                                                 (ii) The OCTI Financial Statements were prepared in accordance with  GAAP or the equivalent applied on a basis consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes, and except that, in the case of unaudited statements for the subsequent quarterly periods referenced above, such unaudited statements fairly present in all material respects the consolidated financial condition and the results of operations of OCTI as at the respective dates thereof and for the perio ds indicated therein (subject, in the case of unaudited statements, to year-end audit adjustments).

 

j) Absence of Certain Changes or  Events.  Except as set forth in the SEC Filings or in the Disclosure Letter, since the end of its most recent fiscal year and to the date of this Agreement, (i) OCTI has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and (iii)  OCTI has not taken and will not take any of the actions that OCTI has agreed not to take from the date hereof through the Closing.

 

k) Legal Proceedings.  Except as set forth in the SEC Filings or in the Disclosure Letter, OCTI is not a party to any, and there is no pending or, to the knowledge of OCTI, threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against OCTI, or any of its officers or directors which, if decided adversely to OCTI, would, individually or in the aggregate, be material to OCTI.  There is no injunction, order, judgment or decree imposed upon OCTI, or any of its officers or directors, or the assets of OCTI.

 

l) Taxes and Tax Returns.

 

(i)    Except as disclosed in the Disclosure Letter and its SEC filings, OCTI has filed or caused to be filed all  federal, state, foreign and local tax returns required to be filed with any tax authority; (ii) all such tax returns are true, accurate, and complete in all material respects; (iii) OCTI has paid or caused to be paid all taxes that are due and payable by any of such companies, other than taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with  GAAP) in the OCTI Financial Statements, and (iv) OCTI does not have any material l iability for taxes for any current or prior tax periods in excess of the amount reserved or provided for in the OCTI Financial Statements (but excluding, for this Clause (iv) only, any liability reflected thereon for deferred taxes to reflect timing differences between tax and financial accounting methods).

(ii)    No national, state, local or foreign audits, examinations, investigations, or other formal proceedings are pending or, to OCTI’s knowledge, threatened with regard to any taxes or tax returns of OCTI.  No issue has arisen in any examination of the OCTI by any tax authority that if raised with respect to any other period not so examined would result in a material deficiency for any other period not so examined, if upheld.  Any adjustment of income taxes of OCTI made in any examination that is required to be reported to the appropriate national, state, local or foreign tax authorities has been so reported.

(iii)    There are no disputes pending with respect to, or claims or assessments asserted in writing for, any material amount of taxes upon OCTI, nor has OCTI given or been requested in writing to give any currently effective waiver extending the statutory period of limitation applicable to any tax return for any period.

 

(i) Compliance with Applicable Law and Regulatory Matters.  OCTI has complied with all applicable laws and regulations, and is not in violation of, and has not received any written notices of violation with respect to, any laws and regulations in connection with the conduct of its business or the ownership or operation of its business, assets and properties, except for such noncompliance and violations as would not, individually or in the aggregate, have a Material Adverse Effect on OCTI.

 

(ii) OCTI has all licenses, permits, certificates, franchises and other authorizations (collectively, the “Authorizations”) necessary for the ownership or use of its assets and properties and the conduct of its business, as currently conducted, and have complied with, and are not in violation of, any Authorization, except where such noncompliance or violation would not, individually or in the aggregate, have a Material Adverse Effect on OCTI. Except as would not have a Material Adverse Effect on OCTI, all such Authorizations are in full force and effect and there are no proceedings pending or, to the knowledge of OCTI, threatened that seek the revocation, cancellation, suspension or adverse modification thereof.