As of November 16, 2007, UTEK was the record owner of 7,799,515 shares of common stock of Manakoa Services Company, the record owner of 95,000 shares of Series A convertible preferred stock of Manakoa Services Company that would be convertible after January 4, 2008 into approximately 126,666,667 shares of Manakoa Services Company common stock assuming that the average of the closing prices for the Manakoa Services Company common stock for the 10 trading days prior to the conversions of the stock was $.03 per share, which was the market price of the common stock on November 16, 2007. All of such shares of common stock (134,466,182 shares) would constitute approximately 72.37% of the 185,812,521 shares of common stock that would be outstanding after the conversion of such convertible preferred stock (based on the number of shares outstanding as contained in the most recently available filings with the Commission by Manakoa Services Company). UTEK has the sole power to vote and dispose of all of such shares.
There were 59,145,854 outstanding shares of the issuer's Common Stock on December 31, 2006.
Preferred stock, $.001 par value; 25,000,000 shares authorized, -0- shares issued and outstanding — Common stock, $.001 par value; 200,000,000 shares authorized, 59,145,854 shares issued and outstanding
1.02 Consideration.
In the amount of: $4,000,000 based on Convertible Preferred stock as has been approved and authorized by the board of directors of MKOS:
a) On the date of closing (“the Effective Date”) Manakoa Services Corporation (MKOS) shall acquire all 1,000 Shares of common stock of Infinite Identification Technologies, Inc, which represent all of the issued and outstanding at the date of closing, and in exchange, Manakoa Services Corporation shall issue 100,000 shares of convertible preferred stock (as described in Exhibit D of the Acquisition Agreement), of which UTEK is receiving 95% or 95,000 shares.
b) At any time after Twelve (12) months from the date of closing, UTEK shall have the option right to convert part or all its convertible preferred stock to unrestricted common stock (“Conversion Shares”) of Manakoa Services Corporation, to be adjusted to equal the amount of $3,800,000 (95% of $4,000,000) based on the previous 10 day average closing bid price on the day of conversion. For example, on the date of conversion to common, if the 10 day average closing bid price is $.10, then UTEK shall receive 38,000,000 shares of common stock in Manakoa Service Corporation. The common stock that UTEK receives shall be delivered to UTEK within 30 days of the conversion.
c) The IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, attached hereto, shall be agreed to and shall instruct the Transfer Agent to effectuate UTEK’S option to convert said shares.
d) The return yield on the convertible preferred stock shall be 5% compounded quarterly, paid in cash or in-kind, and will be required to be repaid at the time of conversion by MKOS to UTEK.
e) Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the IITI Shares that are issued and outstanding at the Effective Date shall be exchanged for 100,000 Convertible Preferred shares of MKOS (MKOS Shares, as described in Exhibit D) as follows:
To: MKOS Convertible Preferred Shares UTEK Corporation 95,000 Aware Capital Consultants, Inc. 5,000
100,000
1.03 Effect of Acquisition.
(a) Rights in IITI Cease. At and after the Effective Date, the holder of each certificate of common stock of IITI shall cease to have any rights as a shareholder of IITI.
(b) Closure of IITI Shares Records. From and after the Effective Date, the stock transfer books of IITI shall be closed, and there shall be no further registration of stock transfers on the records of IITI.
1.04 Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall be the date of the last executed signature affixed to this Agreement, but in no event later than January , 2007.
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