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Title: |
Agreement and Plan of Acquisition |
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Date: |
2003 |
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Preview shows 6KB of 66KB total |
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$48 |
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ID: |
#1357947 |
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<SEQUENCE>2
<FILENAME>gloex21.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
__________________________________________________________________________
ACQUISITION OF ADVANCED ILLUMINATION TECHNOLOGIES, INC.
by
GLOTECH INDUSTRIES, INC.
__________________________________________________________________________
AGREEMENT AND PLAN OF ACQUISITION
This Agreement and Plan of Acquisition ("Agreement") is entered into
by and between ADVANCED ILLUMINATION TECHNOLOGIES, INC., a Florida
corporation, ("AITI"), UTEK CORPORATION, a Delaware corporation, ("UTEK"),
and GLOTECH INDUSTRIES, INC., a Nevada corporation, ("GTHI").
WHEREAS, UTEK owns 100% of the issued and outstanding shares of
common stock of AITI ("AITI Shares"); and
WHEREAS, before the Closing Date, AITI has acquired the license for
the fields of use as described in the License Agreement, a part of Exhibit
"A" attached to and made a part of this Agreement ("License 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 AITI will be acquired by GTHI in a, stock-for-stock exchange
("Acquisition") in accordance with the respective corporation laws of
their state, upon consummation of which all AITI Shares will be owned by
GTHI, and all issued and outstanding AITI Shares will be exchanged for
common stock of GTHI with terms and conditions as set forth more fully in
this Agreement; and
WHEREAS, for federal income tax purposes, it is intended that the
Acquisition qualifies within the meaning of Section 368 (a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("Code").
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which
are by this Agreement acknowledged, the parties agree as follows:
<PAGE>
ARTICLE 1
THE STOCK-FOR-STOCK ACQUISITION
1.01 The Acquisition
(a) Acquisition Agreement. Subject to the terms and conditions of
this Agreement, at the Effective Date, as defined below, all AITI
Shares shall be acquired from UTEK by GTHI in accordance with the
respective corporation laws of their state and the provisions of this
Agreement and the separate corporate existence of AITI, as a wholly-
owned subsidiary of GTHI, shall continue after the closing.
(b) Effective Date. The Acquisition shall become effective
("Effective Date") upon the execution of this Agreement and closing of the
transaction.
1.02 Exchange of Stock. At the Effective Date, by virtue of the
Acquisition:
All of the AITI Shares that are issued and outstanding at the
Effective Date shall be exchanged for 1,000,000 unregistered shares
of common stock of GTHI ("GTHI Shares"), which by agreement of the
shareholders of AITI shall be issued as follows:
Shareholder Number of GTHI Shares
UTEK Corporation 1,000,000
1.03 Effect of Acquisition.
(a) Rights in AITI Cease. At and after the Effective Date, the
holder of each certificate of common stock of AITI shall cease to have any
rights as a shareholder of AITI.
(b) Closure of AITI Shares Records. From and after the Effective
Date, the stock transfer books of AITI shall be closed, and there shall be
no further registration of stock transfers on the records of AITI.
1.04 Closing. Subject to the terms and conditions of this Agreement,
the Closing of the Acquisition shall take place on or before June 25th,
2003 ("Closing Date") unless extended by mutual consent of the parties in
writing.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.01 Representations and Warranties of UTEK and AITI. UTEK and AITI
represent and warrant to GTHI that the facts set forth below are true and
correct:
(a) Organization. AITI and UTEK are corporations duly organized,
validly existing and in good standing under the laws of their respective
states of incorporation, and they have the requisite power and authority
to conduct their business and consummate the transactions contemplated by
this Agreement. True, correct and complete copies of the articles of
<PAGE>
incorporation, bylaws and all corporate minutes of AITI have been provided
to GTHI and such documents are presently in effect and have not been
amended or modified.
(b) Authorization. The execution of this Agreement and the
consummation of the Acquisition and the other transactions contemplated by
this Agreement have been duly authorized by the board of directors and
shareholders of AITI and the board of directors of UTEK; no other
corporate action by the respective parties is necessary in order to
execute, deliver, consummate and perform their respective obligations
hereunder; and AITI and UTEK have all requisite corporate and other
authority to execute and deliver this Agreement and consummate the
transactions contemplated by this Agreement.
(c) Capitalization. The authorized capital of AITI
consists of 1,000,000 shares of common stock with a par value $1.00 per
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