ACQUISITION OF STRESS ANALYSIS TECHNOLOGIES, INC. by MATERIAL TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITIONAcquisition Agreement • February 6th, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Florida
This Agreement and Plan of Acquisition (the “Agreement”) is entered into by and between Stress Analysis Technologies, Inc., a Florida corporation (“SATI”), UTEK CORPORATION, a Delaware corporation (“UTEK”), and Material Technologies, Inc, a Delaware corporation (“MTNA”). WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of SATI; WHEREAS, before the Closing Date (as defined in Section 1.04), SATI will acquire the license for the fields of use as described in the License Agreement which is attached hereto as part of Exhibit A and made a part of this Agreement (the “License Agreement”) and the rights to develop and market a patented and proprietary technology for the fields of uses specified in the License Agreement (the “Technology”); WHEREAS, the parties desire to provide for the terms and conditions upon which SATI will be acquired by MTNA in a stock-for-stock exchange (the “Acquisition”) in accordance with the respective corporation laws of their st
