AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among IMPLANT SCIENCES CORPORATION ION METRICS, INC. ALL SHAREHOLDERS OF ION METRICS, INC. and DAVID J. FERRAN as Shareholder Representative April 10, 2008Merger Agreement • April 16th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of April 8, 2008 (the “Signing Date”), by and among Implant Sciences Corporation, a Massachusetts corporation (“Parent”), IMX Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Ion Metrics, Inc., a California corporation (the “Company”), Robert J. Ferran (“R. Ferran”), Said Boumsellek, Thomas Kuehn and Karen Lee Ferran, Trustee 1950 Trust, all the shareholders of the Company (each, a “Shareholder,” and collectively, the “Shareholders”), and David J. Ferran (the “Shareholder Representative”).
