MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (Agreement) is made and entered into as of January 23, 2009, by and among UTEK REAL ESTATE HOLDINGS, INC. ( hereinafter “Buyer”) and MARION CITY INVESTMENT CORPORATION (hereinafter individually a “Seller” and collectively the “Sellers”) and CORTEZ 114, LLC, (the Company).

W I T N E S S E T H:

WHEREAS, Seller owns all of the outstanding membership interests (the” Interests”) in CORTEZ 114, LLC, A FLORIDA LIMITED LIABILITY COMPANY (the Company).

WHEREAS, the Company holds real estate as shown on Schedule A attached hereto (the Property); and

WHEREAS, Seller desires to sell, and Buyer desires to purchase all of the Interests of the Company owned by Seller, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the premises, the mutual representations, warranties, covenants, and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

1.01 Agreement to Purchase and Sell Interests. Seller agrees to sell, transfer and assign to the Buyer, and the Buyer agrees to purchase, on the Closing Date (as defined in Section 3.04 below), all the Interests, free and clear of all security interests, pledges, liens, encumbrances, charges, or restrictions on the ownership, use, voting, transfer.

1.02 Liabilities of Seller. Buyer shall not, as a result of the execution and consummation of this Agreement, assume, discharge, or become liable for any of the liabilities, obligations, debts, contracts, or other commitments of Seller of any kind or nature whatsoever, known or unknown, fixed, accrued, contingent, or otherwise, arising out of any transaction entered into, or any state of facts existing prior to, at, or subsequent to the Closing Date. Seller shall pay and discharge, or make adequate provision for the payment and discharge, of all of its liabilities, obligations, debts, contracts, or other commitments prior to, at, and/or subsequent to the Closing Date.

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ARTICLE II

PURCHASE PRICE

2.01 Purchase Price.

The Purchase Price of One Million Seven Hundred Thousand Dollars ($1,700,000.00) to be paid by the Buyer for One Million Five Hundred Thousand Dollars ($1, 500,000.00) in Shares of UTEK Corporation. The number of shares of Buyer’s Common Stock that Sellers shall receive will be determined based on the closing price of Common Stock ending one trading day before the date of this Agreement. The balance of the purchase price shall be paid in shares of stock from the NeoStem, Inc.

2.02 Consideration.

Contemporaneously with the transfer and assignment from Seller to Buyer of the Interests and the Parties’ delivery of the various certificates, instruments and documents referred to herein, Buyer hereby delivers to Sellers the Purchase Price in the amount to be paid to each Seller as specified in Section 2.01.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer all of the following, each of which is material to and is being relied upon by Buyer. The representations and warranties of Seller hereunder are made based upon the knowledge of the directors and officers of Seller as set forth in this Section.

3.01 Organization and Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted.

3.02 Corporate Authority. Seller and the Company each have the full right, power, legal capacity, and authority to enter into and perform each of its obligations under this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement.

3.03 Title to Assets. Schedule B attached hereto contains a true and correct list and a description of all assets of the Company, (collectively, the Assets). All of the Assets are owned by the Company free and clear of all Liens and not subject to any leases.

3.04 Real Estate.

A. Title Insurance. Buyer will at Buyer’s expense obtain a Marketability Title Insurance Policy (ALTA Form “B”) (herein “Policy”) (unqualified, except for Permitted Exceptions on the Property in the full amount of the Purchase Price.

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B. Closing. Subject to curing defects in title, the curative period for curing encroachments and survey defects as hereinafter provided, and all other conditions as herein provided, this sale shall be closed and the deed shall be delivered on or before February 4, 2009. This sale shall be closed at the offices of Buyer’s legal counsel or at such other location in Tampa, Florida acceptable to the parties hereto.

C. Costs. Any and all Transfer Costs shall be shared equally between the Buyer and the Buyer.

D. Real Estate Taxes And Assessments, And Prorations. Deleted.

E. Possession and Feasibility Study. Company states that it has exclusive occupancy and possession of the Property and, Seller and Company does warrant and represent that the property is currently zoned as so on Schedule C.

F. Survey. Buyer may obtain a survey. Seller and Company shall have a period of sixty (60) days after receipt of Buyer’s notice of Encroachments or Survey Defects to cure such Encroachments or Survey Defects to the satisfaction of the attorney for Buyer, and, Survey Defects to the satisfaction of the attorney for Buyer, and, subject to the other terms and provisions of this Agreement, this sale shall be closed within ten (10) days after written notice of such curing to Buyer or its attorney; provided, however, no such closing shall be earlier than the date of closing as hereinafter provided. Seller and Company shall use all reasonable diligence to attempt to cure any such Encroachments or Survey defects. In the event Seller fails to cure any such Encroachments or Survey Defects of which written notice has been given under and pursuant to the terms and provisions hereof within the time limit aforesaid, Buyer may, at its option, either (a) terminate this Agreement and upon such termination all monies deposited by Buyer under the terms hereof, together with all interest earned thereon, shall be returned to Buyer and thereupon all rights and liabilities arising returned to Buyer and thereupon all rights and liabilities arising hereunder shall terminate, or (b) waive all conditions and, subject to all the other terms and provisions of this Agreement, close this transaction in the same manner as if no such Encroachments or Survey Defects had been found.

G. Lien And Possession Affidavit. Buyer to receive an Owner’s Affidavit in and Survey Affidavit in content and form reasonable acceptable to Buyer.

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H. Representations And Warranties, And Further Agreement of Seller. Seller does hereby represent and warrant to, and covenant and agree with Buyer as follows:

(i) Real estate taxes and tangible personal property taxes and assessments on the Property for the year 2008 and all prior years have been paid in full or will be paid.

(ii) No work has been done or will be performed , and no materials have been or will be furnished prior to closing that might give rise to a mechanic’s lien against the Real Property and the Improvements thereon subsequent to closing.

(iii) At closing there will be no parties in possession of the Property or any portion thereof except as agreed between the parties.

(iv) That to Seller’s best knowledge, after inquiry, no storage tanks for gasoline or any other substance is or was located on the Real Property at any time during Seller’s ownership thereof.

(v) Seller hereby represents and warrants to the best of it’s knowledge that the Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined); that no Hazardous Materials have ever been installed, placed or in any manner dealt with on the Property ; and that no owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant or person (collectively, “Occupant”) has received any notice or advise from any governmental agency or any Occupant with regard to Hazardous Materials on, from or affecting the Property. The term “Hazardous Materials” as used herein includes, without limitation, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or materials as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule, or regulations, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et. seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 1251, et seq.), the Clean Air Act (42 U.S.C. Sections 7401, et seq.), Chapter 376, Florida Statutes, and in the regulations adopted and publications promulgated pursuant thereto. Based upon an inspection of the Property by a person experienced in the identification of asbestos-containing materials, and who has bulk sampled and analyzed any suspect materials by a technique acceptable to the U.S. Environmental Protection Agency, Seller represents and warrants that there are no asbestos-containing materials, whether in the nature of thermal insulation produces, such as pipe, boiler or breech coverings, wraps or blankets or sprayed-on or troweled-on products, in, on or upon the Property. Based upon an inspection by a person experienced in the identification of Urea Best knowledge, after inquiry, (i) none of the Property has been used as a sanitary land fill; and (ii) no toxic materials or other hazardous waste have been buried, spilled or disposed of on or within the boundaries of the Property, or have leaked or otherwise been discharged onto the Property. The Seller enter into indemnify agreement for any environmental matters that may arise after the closing.

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(vi) That no written notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, constructions, alterations or installation on or in connection with the Property in order to comply with any laws, ordinances, codes or regulations with which Seller has not complied. If there are any such notices with which Seller has complied, Seller shall provide Buyer with copies thereof.

(vii) If Seller is notified of any legal or governmental or administrative act or proceeding instituted against the Property prior to closing, Seller shall promptly give notice thereof to Buyer.

(viii) The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not (i) constitute a default under any instrument, document or obligation to which Seller is now or may become a party or by which Seller may be bound or affected, or (ii) violate any litigation to which Seller is a party.

(ix) Seller has not knowingly made any untrue statement of material fact or representation in connection with this Agreement, and all items, things, documents and instruments to be delivered by Seller to Buyer under the terms hereof, and which may be transferred by Seller to Buyer under the terms hereof, are and shall be true, correct and complete copies of what they purport to be. Said items, things, instruments and documents have not been amended or modified other than as so delivered, furnished and transferred to Buyer.

It is understood and agreed that this Agreement is specifically conditioned upon all the foregoing representations and warranties of Seller as set forth in this Agreement as being true and correct at closing; and if any of the foregoing representations or warranties of Seller as set forth are not true and correct at the time of closing, Buyer may (i) terminate this Agreement, and upon such termination all monies deposited by Buyer under the terms hereof, together thereupon all rights and liabilities arising hereunder shall terminate, or (ii) pursue all available remedies against Seller, including but not limited to an action for specific performance, or (iii) waive any representation or warranty contained in this Agreement and proceed to closing.

K. Attorneys Fees And Costs. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred in connection with such litigation, including reasonable attorneys’ fees, and together with all costs, including reasonable attorneys’ fees, for any and all appellate proceedings.

L. Survival. It is understood and agreed that whether or not it is specifically so provided herein, any provision of this Agreement which by its nature and effect is required to be observed, kept or performed after the closing of the purchase of the Property as herein provided shall survive the closing of the purchase of the Property as herein provided and the delivery of the Deed hereunder, and shall not be merged therein but shall remain binding upon and for the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns until fully observed, kept or performed.

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M. Miscellaneous.

(i) Litigation and Disputes. There are no claims, actions, suits or proceedings pending or, to the knowledge of Seller, threatened (or, to the knowledge of Seller, any governmental or regulatory investigation pending or threatened) against the Company or any Assets, properties or rights of the Company, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign. None of the Company or any of its Assets, properties or rights are subject to any outstanding injunction, order, decree, ruling or charge.

(ii) Full Disclosure. Seller does not have any knowledge of any specific events, transactions, or other facts (other than general economic or industry conditions) which, either individually or in the aggregate, would give rise to circumstances or conditions that might have a material adverse effect on the Company, Buyer’s ownership of the Company, or Buyer’s use of the Assets of the Company, including, but not limited to, the Software or the Proprietary Rights.

(iii) Accuracy of Information. To Seller’s knowledge, the statements and documents contained in any schedules or other written documents executed and/or delivered by or on behalf of Seller pursuant to terms of this Agreement are, or will be when delivered, true, correct, and complete in all respects, and such schedules and other documents do not omit, or will not omit when delivered, any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. No representation or warranty contained herein or made hereunder contains or will contain any misstatement of a material fact, or omits or will omit to state a material fact required to be stated herein or therein in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. The schedules and such other documents will be deemed to constitute representations and warranties of Seller under this Agreement to the same extent as if set forth in this Agreement.

(iv) Brokerage. No broker, finder or agent has acted directly or indirectly for Seller in connection with this Agreement or with the transactions contemplated hereby, expect for         N/A    .

(v) Bankruptcy. No proceedings, whether voluntary or involuntary, are pending or threatened against Seller or the Company, nor is Seller or the Company contemplating any such proceedings, under the bankruptcy laws and/or receivership or similar laws of the United States of America or any state.

(vi) Corporate Documents. True, accurate and complete copies of the Articles of Incorporation and Articles of Organization of Seller and the Company, together with all amendments thereto, have been delivered to Buyer. Seller has furnished to Buyer copies of the corporate record books of Seller and the Company and the same are accurate and complete and reflect all resolutions adopted and all actions taken, authorized or ratified by the stockholders and directors of Seller and the Company, respectively.

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(vii) Membership Ownership and Capitalization.

All of the Interests have been duly authorized and are validly issued, fully paid and nonassessable and were not issued in violation of the preemptive rights of any person. Other than the Interests, there are no outstanding membership interests of the Company.

(viii) No Undisclosed Liabilities. There are no liabilities of the Company, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in the occurrence of any such liability.

(ix) Contracts. The Company is not a party to or bound by any lease, agreement, contract or other commitment (collectively, the Contracts).

(x) Taxes. There are no taxes on or measured by income or gross receipts or franchise, real and personal property, employment, excise, sales and use or other taxes of any kind properly attributable to Seller or the Company for periods up to and including the Closing for which Buyer could be held liable which have not been or will not be paid by Seller.

(xiii) Compliance with Laws. The Company has not engaged and is not engaging in any activity or practice, and has not omitted and is not omitting to take any action that violates or contravenes any law, statute, ordinance, or regulation.

(xiv) Investment Representations and Covenants.

Seller understands that the Common Stock which shall comprise the Purchase Price is a highly speculative investment involving a high degree of risk; it is able, without impairing its financial condition, to hold the Common Stock for an indefinite period of time and suffer the complete loss thereof.

Seller represents and warrants that: (A) Seller is an “accredited investor” or “sophisticated investor” as defined under the 1933 Act and state “Blue Sky” laws, or that Seller has utilized, to the extent necessary to be deemed a sophisticated investor under the 1933 Act and state “Blue Sky” laws, the assistance of a professional advisor, (B) Seller, either alone or together with the assistance of Seller’s own professional advisor, has such knowledge and experience in financial and business matters such that Seller is capable of evaluating the merits and risks of Seller’s investment in the Common Stock to be acquired by Seller upon Closing, and (C) the Common Stock to be acquired by Seller upon consummation of the transactions described in this Agreement will be acquired by Seller for Seller’s own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the 1933 Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that Seller will not distribute any of the Common Stock in violation of the 1933 Act. All shares of the Common Stock shall bear a restrictive legend in substantially the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

In addition, the Common Stock shall bear any legend required by the securities or the applicable “Blue Sky” laws, and providing a restriction of sale for a period of twelve (12) months, and as well as any other legend deemed necessary and appropriate by Buyer or its counsel.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller all of the following, each of which is material to and is being relied upon by Seller.

4.01 Organization and Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted.

4.02 Corporate Authority. Buyer has the full right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement. Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement will (i) violate, contravene, or conflict with any provision of the Articles of Incorporation or Bylaws of Buyer, each as amended to date, or any constitution, law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, government agency, court, or arbitrator to which Buyer is subject, or (ii) violate, contravene, conflict with, constitute a breach or default (or with notice or lapse of time, or both, constitute a breach or default) under, result in the termination or suspension of, or result in the acceleration of the performance required by, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, lease, agreement, commitment, or other instrument or obligation to which Buyer is a party or to which Buyer or any of the properties or assets of Buyer may be subject, bound, or affected.

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4.03 Corporate Authorization. Buyer has taken all necessary corporate actions to authorize and approve the execution, delivery, and performance of this Agreement and the transactions contemplated by this Agreement (including approval by the Board of Directors of Buyer). This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

ARTICLE V

COVENANTS OF SELLER

Seller covenants to Buyer as follows:

5.01 Cooperation. From the date of this Agreement through the Closing Date or earlier termination of this Agreement, Seller, its officers, directors, stockholders, employees, accountants, attorneys, and agents will cooperate fully with Buyer to facilitate the consummation of the transactions contemplated by this Agreement.

5.02 Interim Operations. From the date of this Agreement through the Closing Date or earlier termination of this Agreement, Seller and the Company will not (i) sell, license, contract, commit, or otherwise encumber any of the Assets or the Shares or (ii) directly or indirectly through representatives, approach, engage in discussions with, provide information to, or enter into a transaction with another party concerning the Assets or the Shares.

ARTICLE VI

MUTUAL COVENANTS OF SELLER AND BUYER

Seller and Buyer covenant with each other as follows:

6.01 Confidentiality. Seller and Buyer covenant with each other that all information concerning the financial terms of this Agreement shall be kept confidential by each party, its attorneys, accountants, and representatives. All information furnished by any party in connection with this Agreement or the transactions contemplated by this Agreement shall be kept confidential by each of the other parties, and shall be used by it and its officers, attorneys, accountants, and representatives only in connection with this Agreement and the transactions contemplated by this Agreement, except to the extent that such information (i) already is known to such other party when received, (ii) thereafter becomes lawfully obtainable from other sources, (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission or any other agency of any government, or (iv) is otherwise required to be disclosed pursuant to any federal, state, county, municipal, or local law, rule, or regulation or by any applicable judgment, order, or decree of any court or by any governmental body or agency having jurisdiction in the premises after such other party has given reasonable prior written notice to the other parties to this Agreement of the pending disclosure of any such information. In the event that the transactions contemplated by this Agreement shall fail to be consummated, each party shall promptly cause all copies of documents or extracts of such documents containing information and data as to another party hereto to be returned to such other party.

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6.02 Disclosure. Prior to the Closing Date, no party to this Agreement will issue any press release or make any other public disclosures concerning this transaction or the contents of this Agreement without the prior consent of the other party. The content of any such release or disclosure shall be mutually agreed upon between the parties. Following the Closing Date, neither Seller nor any stockholder of Seller shall issue any press release or make any other public disclosure concerning this transaction or the contents of this Agreement without the prior written consent of Buyer.

6.03 Miscellaneous Agreements. Subject to terms and conditions of this Agreement, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate, or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. After the Closing Date, if Buyer considers or is advised that any further assignment, conveyance or other documents are necessary or desirable to vest, perfect, confirm or record in the Company title to any of the Assets or to aid in the prosecution, defense or enforcement of any rights arising from the transfer of the Shares to Buyer, Seller shall cause its authorized officer to execute and deliver promptly to Buyer any and all assignments, powers of attorney or other documents and do all things requested by Buyer to vest, perfect or confirm title to the Assets in the Company and title to the Shares in Buyer or to convey such other rights as provided herein or to otherwise carry out the intent of this Agreement.

6.04 Access. Seller understands that no aspect of the transactions contemplated in this Agreement has been, prior to the date of this Agreement, or will be, prior to the Closing Date, registered with or reviewed by the SEC under the Securities Act of 1933, as amended (the “1933 Act”), or with or by any state securities law administrator, and no federal or state securities law administrator has approved any disclosure or other material concerning Buyer or the Common Stock, or made any recommendation with respect thereto. Seller has sufficient knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of the transactions contemplated herein, and Seller has investigated and will continue to investigate the merits and risks of such transactions under the provisions of this Agreement., and has had the opportunity to ask questions of, and receive answers from, members of the management of Buyer. Seller has and will continue to avail itself of its right to ask questions about the Common Stock and related matters, and their right to obtain additional information necessary to verify the accuracy of information provided to them and to continue to evaluate the merits and risks of the transactions contemplated by this Agreement.

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ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF

SELLER AND BUYER

The respective obligations of each party to effect the transactions contemplated by this Agreement will be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions:

7.01 Litigation. The Company, Seller and Buyer shall not be subject to any order, decree, or injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the transactions contemplated by this Agreement.

7.02 Required Consents. Seller and the Company shall have obtained all of the Required Consents and shall have delivered to Buyer a written copy of each Required Consent prior to or at the Closing.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

The obligations of Seller to effect the transactions contemplated in this Agreement will be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions:

8.01 Representations and Warranties. The representations and warranties of Buyer set forth in Article IV of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (as though made on and as of the Closing Date) except (i) to the extent such representations and warranties are by their expressed provisions made as of a specified date and (ii) for the effect of transactions contemplated by this Agreement.

8.02 Performance of Obligations. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

The obligations of Buyer to effect the transactions contemplated in this Agreement will be subject to fulfillment at or prior to the Closing Date of the following conditions:

9.01 Representations and Warranties. The representations and warranties of Seller set forth in Article III of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (as though made on and as of the Closing Date) except (i) to the extent such representations and warranties are by their expressed provisions made as of a specified date and (ii) for the effect of transactions contemplated by this Agreement.

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9.02 Performance of Obligations. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement.

9.03 Material Adverse Effect. There shall not have been any material adverse effect since the execution and delivery of this Agreement by the Seller or the Company.

ARTICLE X

DOCUMENTS TO BE DELIVERED AT THE CLOSING BY SELLER

Seller will deliver to Buyer the following documents at the Closing:

10.01 Required Consents. All Required Consents.

10.02 Officer’s Certificate. The certificate referred to in Section 10.03 of this Agreement.

10.03 Certificate of Secretarial Officer. The certificate of the Secretary of Seller, dated the Closing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing, and the resolutions of Seller’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated in this Agreement, which certification shall recite that such resolutions have not been subsequently amended, modified or rescinded and are in full force and effect.

10.04 Company Documents; Books and Records. (a) the certificate of incorporation or charter of the Company, as amended, certified as of a recent date by the Secretary of State of Delaware and a copy of the bylaws of the Company, as amended, certified as of the Closing Date by the Secretary of the Company; (b) a certificate of status, good standing or existence with respect to the Company from the Secretary of State of the State of Delaware, dated as of a recent date; and (c) the Company’s stock books, ledgers, minute books, and corporate seal, and copies of all books and records relating to the Assets, including, but not limited to, purchasing and sales records, engineering records, accounting records, computer programs, customer and vendor lists and records, and such other records as Buyer may require in its use of the Assets subsequent to the Closing

10.05 Assignment of Membership Interests. An Assignment of the Interests.

10.06 Termination Statements. Seller shall provide, if necessary, UCC-3 Termination Statements and/or such other instruments, executed by all appropriate third parties, demonstrating that the Assets are free and clear of all Liens, in form and substance acceptable to Buyer.

10.07 Certificate of Good Standing. Seller shall obtain and provide a certificate of good standing.

10.08 Resignations. The written resignations of all officers and directors of the Company.

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10.09 Other Documents. Such other documents as are reasonably requested by Buyer and its counsel or required to be delivered pursuant to this Agreement.

ARTICLE XI

DOCUMENTS TO BE DELIVERED AT THE CLOSING BY BUYER

Buyer will deliver to Seller the following documents at the Closing:

11.01 Officer’s Certificate. The certificate referred to in Section 11.02 of this Agreement.

11.02 Certificate of Secretarial Officer. The certificate of the Secretary of Buyer, dated the Closing Date, with respect to the incumbency of corporate officers and their signatures, corporate good standing, and the corporate director resolutions authorizing the transactions contemplated by this Agreement.

11.03 Payment. Buyer shall deliver the Purchase Price to the Buyer as provided in Section 2.01.

11.04 Other Documents. Such other documents as are reasonably requested by Seller and its counsel or required to be delivered pursuant to this Agreement.

ARTICLE XII

TERMINATION AND ABANDONMENT

12.01 Events of Termination Prior to Closing. This Agreement may be terminated, without liability on the part of any party to the other, at any time before the Closing: (i) by mutual consent of Seller and Buyer; (ii) by Seller if any of the conditions precedent found in Articles VIII or IX of this Agreement have not been met and have not been waived in writing by Seller by Closing; (iii) by Buyer if any of the conditions precedent found in Articles VIII or X of this Agreement have not been met and have not been waived in writing by Buyer by Closing; (iv) by Seller if there is a breach of or failure by Buyer to perform in any material respect any of the representations, warranties, commitments, covenants, or conditions under this Agreement, which breach or failure is not cured within fifteen (15) days after written notice thereof is given to Buyer; and (v) by Buyer if there is a breach of or failure by Seller to perform in any material respect any of the representations, warranties, commitments, covenants, or conditions under this Agreement, which breach or failure is not cured within fifteen (15) days after written notice thereof is given to Seller. In the event of the termination of this Agreement by any party as above provided in clauses (ii), (iii), (iv), or (v) of this Section, written notice will forthwith be given to the other party, which notice will clearly specify the reason of such party for terminating this Agreement.

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ARTICLE XIII

INDEMNIFICATION

13.01 Survival. All representations, warranties, covenants, and agreements of each of the parties set forth in this Agreement or in any other document or instrument delivered by any of the parties pursuant to this Agreement will survive the Closing and will remain operative and in full force and effect regardless of any investigations at any time made by or on behalf of any party and will not be deemed merged in any document or instrument executed or delivered at or after the Closing.

13.02 Indemnification by Seller. From and after the Closing, Seller will indemnify, defend, and hold harmless Buyer from, against, and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost, and expense (including, without limitation, reasonable attorneys’ and accountants’ fees and costs and expenses reasonably incurred in investigating, preparing, defending against, or prosecuting any litigation or claim, action, suit, proceeding, or demand) (collectively, the Loss), of any kind or character arising out of or in any manner incident, relating, or attributable to (i) the inaccuracy of any representation or breach of any warranty of Seller contained in this Agreement or in any certificate, instrument, or other document or agreement executed by Seller in connection with this Agreement or otherwise made or given in writing in connection with this Agreement, (ii) any failure by Seller to perform or observe any covenant, agreement, or condition to be performed or observed by it under this Agreement or under any certificate, instrument, or other document or agreement executed by it in connection with this Agreement, (iii) claims relating to the enforcement of Buyer’s rights under this Agreement, and (iv) any liabilities, obligations, debts, contracts, or other commitments of any kind or nature whatsoever, whether known or unknown and whether accrued, fixed, absolute, conditional, determined, determinable, or otherwise, of Seller existing on the Closing Date or arising out of, or resulting from, any transaction entered into, or any state of facts existing, prior to or at the Closing Date which are imposed on Buyer as result of this Transaction.

13.03 Indemnification by Buyer. From and after the Closing, Buyer will indemnify, defend, and hold harmless Seller from, against, and with respect to any Loss of any kind or character arising out of or in any manner incident, relating, or attributable to (i) the inaccuracy of any representation or breach of any warranty of Buyer contained in this Agreement or in any certificate, instrument, or other document or agreement executed by Buyer in connection with this Agreement or otherwise made or given in writing in connection with this Agreement, (ii) any failure by Buyer to perform or observe any covenant, agreement, or condition to be performed or observed by it under this Agreement or under any certificate, instrument, or other document or agreement executed by it in connection with this Agreement, and (iii) claims relating to the enforcement of Seller’s rights under this Agreement, and (iii) claims relating to the enforcement of Seller’s rights under this agreement.

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ARTICLE XIV

MISCELLANEOUS

14.01 Notices. Any notice or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been given, delivered, or made, as the case may be (notwithstanding lack of actual receipt by the addressee) (i) on the date sent if delivered personally or by cable, telecopy, telegram, telex, or facsimile (which is confirmed) or (ii) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, sufficient postage affixed and prepaid, or (iii) one (1) business day after having been deposited with a nationally recognized overnight courier service (such as by way of example, but not limitation, U.S. Express Mail, Federal Express, or Airborne), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

14.02 Applicable Law. This Agreement shall be governed in its construction, interpretation, and performance by the laws of the State of Florida, without reference to law pertaining to conflict of laws. In the event of any litigation or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs and reasonable attorneys’ fees incurred, including, without limitation, costs and fees incurred in any investigations, trials, bankruptcies, and appeals.

14.03 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument.

14.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the corporate parties to this Agreement and their respective legal representatives, successors, and permitted assigns, and the individual parties to this Agreement and their respective heirs, personal representatives, and permitted assigns.

14.05 Construction. This Agreement shall not be construed more strictly against any party regardless of who is responsible for its drafting. Unless the context of this Agreement otherwise

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clearly requires, references to the plural include the singular and the singular include the plural. Wherever the context so requires, the masculine shall refer to the feminine, the feminine shall refer to the masculine, the masculine or the feminine shall refer to the neuter, and the neuter shall refer to the masculine or the feminine. The captions of this Agreement are for convenience and ease of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any of its provisions.

14.06 Severability. The invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision of this Agreement. Any invalid or unenforceable provisions shall be deemed severable to the extent of any such invalidity or unenforceability.

14.07 Waiver. Any party may, by written notice to another party, (i) agree to extend the time for the performance of any of the obligations or other actions of the other party under this Agreement, (ii) waive any inaccuracies in the representations or warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement, (iii) waive compliance with any of the conditions or covenants of the other party contained in this Agreement, or (iv) waive or modify performance of any of the obligations of the other party under this Agreement.

14.9 Entire Agreement. This Agreement, including the Schedules and Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties. There are no representations, warranties, undertakings or agreements between the parties with respect to the subject matter of this Agreement except as set forth herein.

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IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

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