AGREEMENT AND PLAN OF ACQUISITIONAcquisition Agreement • July 3rd, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Delaware
This Agreement and Plan of Acquisition (“Agreement”) is entered into by and between Non-Destructive Assessment Technologies, Inc, a Florida corporation (“NDATI”), UTEK CORPORATION, a Delaware corporation (“UTEK”), and Material Technologies, Inc, a Delaware corporation (“MTNA”). WHEREAS, UTEK owns 95% of the issued and outstanding shares of common stock of NDATI (“NDATI Shares”); WHEREAS, before the Closing Date, NDATI 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 and the rights to develop and market a patented and proprietary technology for the fields of uses specified in the License Agreement (Technology); WHEREAS, the parties desire to provide for the terms and conditions upon which NDATI will be acquired by MTNA in a stock-for-stock exchange (“Acquisition”) in accordance with the respective corporation laws of their state, upon consummation of which all NDA
