UTEK became invested in this way.
On December 20, 2007, Micro Wireless Technologies, Inc., a Florida
corporation ("MWT"), UTEK Corporation, a Delaware corporation ("UTEK"), and
MachineTalker, Inc., a Delaware corporation ("MTI"), entered into an agreement
and plan of acquisition (the "APA") pursuant to which MTI agreed to acquire 100%
of the total issued and outstanding stock of MWT from UTEK in exchange for
46,500,000 shares of MTI's common stock (the "Shares") based on a value of $0.04
per share as of the close of business on December 20, 2007. The Shares have
piggyback registration rights. Upon the closing of the APA, which occurred on
December 28, 2007, MWT became a wholly owned subsidiary of MTI.
As of the closing of the APA, UTEK owns a total of 49,500,000 shares of
MTI's common stock which represents approximately 22.3% of the total issued and
outstanding stock of MTI on a fully diluted basis. Under the terms of the APA,
for a period of twelve months from the Effective Date of the APA (as that term
is defined in the APA), if MTI issues any securities to its current officers or
directors, other than issuances made pursuant to an option or other convertible
security already outstanding on or before the Effective Date of the APA, or
stock purchased by such officers and directors for a price equal to or greater
than the then fair market value of MTI's common stock, MTI will issue to UTEK a
sufficient number of additional shares of MTI's common stock in order to
maintain UTEK with 22.3% of the total issued and outstanding common stock of MTI
on a fully diluted basis.
During the first six months after the execution of the APA, MTI has the
right to buy back up to 46,500,000 shares of MTI's common stock from UTEK at a
price of $0.04 per share. Additionally, during the first 36 months after the
execution of the APA, MTI has the right of first refusal to purchase shares of
MTI's common stock from UTEK before UTEK may sell such shares to any third
party. This right of first refusal must be exercised by MTI within 48 hours
after notice from UTEK.
