Agreement And Plan Of Acquisition Sample Contracts

Strategic Environmental & Energy Resources, Inc. – Agreement and Plan of Acquisition (May 21st, 2013)

This ACQUISITION AGREEMENT, is dated as of January 9, 2008 (this "Agreement"), by and among INFINITY CAPITAL GROUP, INC., a Maryland corporation ("ICG"), STRATEGIC ENVIRONMENTAL & ENERGY RESOURCES, INC. a Nevada corporation and partially-owned subsidiary of ICG ("Acquisition SEER"), and REGS, LLC and TACTICAL CLEANING COMPANY, LLC, both of which are Colorado Limited Liability Companies, ("collectively hereafter called REGS where not otherwise designated as REGS and Tactical respectively").

Probe Manufacturing – Agreement and Plan of Acquisition (March 15th, 2013)

This Agreement and Plan of Acquisition (Agreement) is entered into on this 13th day of March 2013, by and between Probe Manufacturing, Inc., a Nevada corporation (PMFI), Trident Manufacturing, Inc., a Utah corporation (TRIM) and certain shareholders of TRIM (TRIM SHS).

Neptune Industries – Agreement and Plan of Acquisition (September 10th, 2009)

AGREEMENT AND PLAN OF ACQUISITION ("Agreement") dated as of May 19, 2009 between United EcoEnergy Corp., a Nevada corporation (UEEC), and Epic Wound Care LLC, a Nevada limited liability company (Epic)

Vivakor Inc – Acquisition Agreement and Plan of Acquisition (November 25th, 2008)
World Energy Solutions – Agreement and Plan of Acquisition (October 9th, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between H-Hybrid Technologies, Inc., a Florida corporation, (HHTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and World Energy Solutions, Inc., a Florida corporation, (WEGY).

Csmg Technologies, Inc. – ACQUISITION OF CARBON CAPTURE TECHNOLOGIES, INC. By CSMG TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION (June 26th, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Carbon Capture Technologies, Inc., a Florida corporation, (CCTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and CSMG TECHNOLOGIES, Inc., a Texas corporation, (CTGI).

World Energy Solutions – Agreement and Plan of Acquisition (June 18th, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Advanced Alternative Energy, Inc., a Florida corporation, (AAEI), UTEK CORPORATION, a Delaware corporation, (UTEK), and World Energy Solutions, Inc., a Florida corporation, (WEGY).

Platina Energy Group – ACQUISITION OF ENHANCED OIL RECOVERY TECHNOLOGIES, INC. By PLATINA ENERGY GROUP, INC. AGREEMENT AND PLAN OF ACQUISITION (April 9th, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Enhanced Oil Recovery Technologies, Inc., a Nevada corporation, (EORTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Platina Energy Group, Inc., a Delaware corporation, (PLTG).

Rim Semiconductor Company – By RIM SEMICONDUCTOR COMPANY AGREEMENT AND PLAN OF ACQUISITION (March 24th, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Multi-Carrier Communications, Inc., a Florida corporation, (MCCI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Rim Semiconductor Company, a Utah corporation, (RSMI).

Rim Semiconductor Company – Agreement and Plan of Acquisition (January 31st, 2008)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Broadband Distance Systems, Inc., a Florida corporation, (BDSI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Rim Semiconductor Company, a Utah corporation, (RSMI).

World Energy Solutions – Agreement and Plan of Acquisition (October 5th, 2007)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Hydrogen Safe Technologies, Inc., a Florida corporation, (HSTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and World Energy Solutions, Inc., a Florida corporation, (WES)

MaTech – Material Technologies, Inc (July 3rd, 2007)

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 consummati

MaTech – ACQUISITION OF DAMAGE ASSESSMENT TECHNOLOGIES, INC by MATERIAL TECHNOLOGIES, INC AGREEMENT AND PLAN OF ACQUISITION (May 4th, 2007)

This Agreement and Plan of Acquisition ("Agreement") is entered into by and between Damage Assessment Technologies, Inc, a Florida corporation ("DATI"), 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 DATI ("DATI Shares"); WHEREAS, before the Closing Date, DATI 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 DATI 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 a

Avalon Oil And Gas – ACQUISITION OF LEAK LOCATION TECHNOLOGIES, INC. By AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION (May 4th, 2007)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Leak Location Technologies, Inc., a Florida corporation, (LLTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporation, (AOGS)

Agreement and Plan of Acquisition (February 13th, 2007)

This Agreement contemplates a transaction in which Buyer will form a subsidiary for the purpose of merging with BMP, and through the merger the Buyers subsidiary will acquire BMP for shares of Buyer common stock and other consideration.

MaTech – ACQUISITION OF STRESS ANALYSIS TECHNOLOGIES, INC. By MATERIAL TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION (February 6th, 2007)

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 corporatio

Avalon Oil And Gas – ACQUISITION OF ULTRASONIC MITIGATION TECHNOLOGIES, INC. By AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION (December 15th, 2006)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Ultrasonic Mitigation Technologies, Inc., a Florida corporation, (UMTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporation, (AOGS)

Avalon Oil And Gas – ACQUISITION OF INTELLI-WELL TECHNOLOGIES, INC. By AVALON OIL AND GAS, INC. AGREEMENT AND PLAN OF ACQUISITION (December 15th, 2006)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Intelli-Well Technologies, Inc., a Florida corporation, (IWTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Avalon Oil and Gas, Inc., a Nevada corporation, (AOGS)

Cargo Connection Logistics Holding, Inc. – Contract (December 12th, 2006)

- -------------------------------------------------------------------------------- ACQUISITION OF NUCLEAR MATERIAL DETECTION TECHNOLOGIES, INC. by CARGO CONNECTION LOGISTICS HOLDING INC. - -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Nuclear Material Detection Technologies, Inc., a Florida corporation, (NMDT), UTEK CORPORATION, a Delaware corporation, (UTEK), and Cargo Connection Logistics Holding Inc., a Florida corporation, (CRGO) WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of NMDT (NMDT Shares); and WHEREAS, before the Closing Date, NMDT will acquire the license for the fields of use as described in the License Agreement as described and which are attached hereto as part o

World Energy Solutions – Agreement and Plan of Acquisition (October 17th, 2006)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Pure Air Technologies, Inc., a Florida corporation, (PATI), UTEK CORPORATION, a Delaware corporation, (UTEK), and World Energy Solutions, Inc., a Florida corporation, (WEGY)

Contract (September 20th, 2006)

___________________________________________________________________________ ACQUISITION OF INNOVATIVE PACKAGING TECHNOLOGIES, INC. by LIBERTY DIVERSIFIED HOLDINGS, INC. ___________________________________________________________________________ AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between Innovative Packaging Technologies, Inc., a Florida corporation, (IPTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Liberty Diversified Holdings, Inc., a Nevada corporation, (LDHI) WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of IPTI (IPTI Shares); and WHEREAS, before the Closing Date, IPTI will acquire the licenses for the fields of use as described in the License Agreements as described and which are attached hereto as part of Exhibit A and made a part of this Agreement (License

MaTech – ACQUISITION OF MATERIALS MONITORING TECHNOLOGIES, INC. By MATERIAL TECHNOLOGIES, INC. (August 24th, 2006)

This Agreement and Plan of Acquisition (the "Agreement") is entered into by and between Materials Monitoring Technologies, Inc., a Florida corporation, ("MMTI"), 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 MMTI (the "MMTI Shares"); WHEREAS, before the Closing Date, MMTI will acquire the license for the fields of use as described in the License Agreement as described and which are 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 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 MMTI will be acquired by MTNA in a stock-for-stock exchange (the "Acquisition") in accord

Global Energy Holdings Group – Agreement and Plan of Acquisition (June 16th, 2006)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Advanced Biomass Gasification Technologies, Inc., a Florida corporation (ABGT), UTEK CORPORATION, a Delaware corporation (UTEK), and Xethanol Corporation, a Delaware corporation (XTHN).

Fresh Harvest Products, Inc. – AGREEMENT AND PLAN OF ACQUISITION AND MERGER by and Among SERINO 1, CORP., FRESH HARVEST PRODUCTS, INC., Certain Shareholders of FRESH HARVEST PRODUCTS, INC. Selling Shareholder of Serino 1, Corp. IL LUMINATE, INC. (January 27th, 2006)
Raser Technologies – AGREEMENT AND PLAN OF ACQUISITION BY AND AMONG RASER TECHNOLOGIES, INC., AMP RESOURCES, LLC, POWER ACQUISITION CORP., AND JOHN H. STEVENS, AS EQUITYHOLDER REPRESENTATIVE Dated as of January 19, 2006 (January 25th, 2006)

This AGREEMENT AND PLAN OF ACQUISITION (this Agreement) is made and entered into as of January 19, 2006, by and among Raser Technologies, Inc., a Utah corporation (Parent), Amp Resources, LLC, a Delaware limited liability company (Target), Power Acquisition Corp., a Delaware corporation (Merger Sub), and John H. Stevens, as equityholder representative (the Equityholder Representative).

Adarna Energy Corporation – Contract (September 26th, 2005)

ACQUISITION OF SEPERATION AND RECOVERY TECHNOLOGIES, INC. by INSEQ CORPORATION AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Separation and Recovery Technologies, Inc., a Florida corporation, (SRTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and INSEQ CORPORATION a Delaware corporation, (INSEQ) WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of SRTI (SRTI Shares); and WHEREAS, SRTI will acquire the license for the fields of use described in the License Agreement with Argonne National Laboratory (Technology) and will put in place and pre-pay the Consulting Agreement with the inventors. These Agreements are attached hereto in Exhibit A and made a part of this Agreement. WHEREAS, the parties desire to provide for the terms and conditions upon which SR

Jupiter Global Holdings Corp – Agreement and Plan of Acquisition (September 16th, 2005)

All of the Corporation's Licences are listed in Schedule H attached hereto and are valid and subsisting. Complete and correct copies of the Licences have been delivered to the Purchaser. The Corporation is in compliance with all terms and conditions of the Licences. There are no proceedings in progress, pending or, to the best of the knowledge of the Corporation and the Shareholder, threatened, which could result in the revocation, cancellation or suspension of any of the Licences.

Health Sciences Group Inc – Agreement and Plan of Acquisition (June 14th, 2005)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Open Cell Biotechnologies, Inc., a Florida corporation, (OCBI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG)

Swiss Medica – Contract (April 6th, 2005)

- -------------------------------------------------------------------------------- ACQUISITION OF ANTI-DEPRESSION BIOHEALTH SOLUTIONS, INC. (ADBSI). by SWISS MEDICA, INC. - -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (this "Agreement") is entered into by and between Anti-Depression BioHealth Solutions, Inc., a Florida corporation, ("ADBSI"), UTEK CORPORATION, a Delaware corporation, (UTEK), and Swiss Medica, Inc., a Delaware corporation, ("SWME"). WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of ADBSI (the "ADBSI Shares"); and WHEREAS, before the Closing (as defined below), ADBSI will acquire an exclusive license to, among other things, develop and market patented and proprietary dietary products developed under certain paten

Contract (August 20th, 2004)

AGREEMENT AND PLAN OF ACQUISITION between iWORLD PROJECTS & SYSTEMS, INC. and MICHAEL W. YOUNG for Acquisition of Control of PROCESS INTEGRITY, INC Dated June 18, 2004 AGREEMENT AND PLAN OF ACQUISITION ("Agreement") dated as of June 18, 2004 between iWorld Projects & Systems, Inc., a Florida corporation ("iWorld"), and Michael W. Young, ("Young"), an individual resident of Texas and sole shareholder of Process Integrity, Inc., a Texas corporation, ("PI"). RECITALS WHEREAS, the Board of Directors of each of iWorld and PI and Young deem it advisable for the general welfare of both corporations and their stockholders that iWorld acquire all of the outstanding shares of PI; and WHEREAS, iWorld, Young and PI de at the Effective Time, as hereafter defined, desire to adopt this Agreement as a Plan of Reorganization and to consummate the acquisition as a stock for stock acquisition in accordance with the provisions of Section 368(a)(1)(B) of the Internal Revenue Co

ACQUISITION OF WEB SAFE TECHNOLOGIES, INC. By ZKID NETWORK COMPANY AGREEMENT AND PLAN OF ACQUISITION (May 4th, 2004)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between WEB SAFE TECHNOLOGIES, INC., a Florida corporation, (WSTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and ZKID NETWORK COMPANY, a Nevada corporation, (ZKID)

Xl Rent, Inc. – ACQUISITION OF MEDICAL SAFETY TECHNOLOGIES, INC. By E MED FUTURE, INC. AGREEMENT AND PLAN OF ACQUISITION (January 14th, 2004)

This Agreement and Plan of Acquisition (Agreement) is entered into by and between MEDICAL SAFETY TECHNOLOGIES, INC., a Florida corporation, (MSTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and E MED FUTURE, INC., a Nevada corporation, (EMDF).

Inamco International Corp – Contract (November 7th, 2003)

AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (the "Acquisition Agreement") is made as of October 29, 2003, by and between Inamco International Corp., a Delaware corporation ("Inamco"), and Advanced Diagnostics Inc., a Delaware corporation ("Advanced"); (Inamco and Advanced collectively, the "Constituent Corporations"). The authorized capital stock of Advanced consists of One Hundred (100) shares of Common Stock, no par value per share. The authorized capital stock of Inamco, upon effectuation of the transactions set forth in this Acquisition Agreement, will consist of Fifty Million shares (50,000,000) of Common Stock, $.00001 par value per share. The directors of the Constituent Corporations deem it advisable and to the advantage of the Constituent Corporations that Inamco acquire Advanced upon the terms and conditions provided herein. NOW THEREFORE, the parties do hereby adopt the plan of reorganization encompassed by this Acquisiti

Inamco International Corp – Contract (November 7th, 2003)

AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (the "Acquisition Agreement") is made as of October 29, 2003, by and between Inamco International Corp., a Delaware corporation ("Inamco"), and Medicos Laboratories Inc., a Delaware corporation ("Medicos"); (Inamco and Medicos collectively, the "Constituent Corporations"). The authorized capital stock of Medicos consists of One Hundred (100) shares of Common Stock, no par value per share. The authorized capital stock of Inamco, upon effectuation of the transactions set forth in this Acquisition Agreement, will consist of Fifty Million shares (50,000,000) of Common Stock, $.00001 par value per share. The directors of the Constituent Corporations deem it advisable and to the advantage of the Constituent Corporations that Inamco acquire Medicos upon the terms and conditions provided herein. NOW THEREFORE, the parties do hereby adopt the plan of reorganization encompassed by this Acquisition A

Landmark Land Co – Agreement and Plan of Acquisition (September 10th, 2003)

THIS AGREEMENT AND PLAN OF ACQUISITION (this Agreement) is made and entered into as of August 26, 2003, by and among LANDMARK LAND COMPANY, INC.(Parent), a Delaware corporation and KES, INC.(Company), an Ohio corporation.