STOCK PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of February 26, 2008 (the “Execution Date”), by and between STRATEGOS Inc., a California corporation (“Seller”), and UTEK Corporation, a Delaware corporation (“Buyer” or “UTEK”).

W I T N E S S E T H :

WHEREAS, prior to the Closing, Seller will form Carmi, Inc., a Florida corporation (the “Company”) and own all of the issued and outstanding capital stock of the Company.

WHEREAS, Seller specializes in providing long-term business and strategic consulting services focused on innovation to create growth, build capability and new business models for its clients and related goods and services, including software and training (the “Business”);

WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding shares of capital stock of the Company (the “Shares”) owned by Seller, subject to the terms and conditions set forth herein;

WHEREAS, prior to the Closing, Seller shall transfer substantially all of the operating assets and liabilities of the Business to the Company (the “Asset Transfer”), and that following the Asset Transfer, Seller shall be converted to a limited liability company under California law pursuant to Section 1151 of the California Corporations Code (the “Pre-Sale Reorganization”);

WHEREAS, it is intended that the Pre-Sale Reorganization shall be treated as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, it is intended that the sale by Seller of the Shares to Buyer in exchange for the Common Stock pursuant to this Agreement (the “Share Exchange”) shall be treated as a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Code.

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 Shares . Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase, on the Closing Date (as defined in Section 8.07 below), the Shares, free and clear of all security interests, pledges, liens, encumbrances, charges, or restrictions on the ownership, use, voting, transfer, receipt of dividends or other attributes of ownership.

1.02 Liabilities of Seller . Buyer, as stockholder of the Company, shall cause the Company to pay or otherwise satisfy all the Company’s liabilities set forth in Schedule 1.02 (the

“Assumed Liabilities”). Except for the Assumed Liabilities, 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 the Company’s other liabilities, obligations, debts, contracts, or other commitments (other than the Assumed Liabilities) prior to, at, and/or subsequent to the Closing Date.

ARTICLE II

PURCHASE PRICE

(i) At the Closing, Buyer shall deliver to Seller as noncontingent consideration for the Shares a number of shares (the “Initial Shares”) of UTEK common stock, $.01 par value (the “Common Stock”), with a value equal to $5,000,000 based on the average closing price of such Stock during the preceding ten trading days immediately preceding the date hereof (the “Average Price”). As of February 25, 2008, 416,320 shares of UTEK would be delivered to Seller pursuant to this Section 2.01(i) .

(ii) At the Closing, Buyer shall deliver to the Escrow Agent (as defined below) as contingent consideration for the Shares a number of shares (the “Escrowed Shares”) of Common Stock with a value equal to $10,000,000 based on the Average Price. As of February 25, 2008, 832,640 shares of Common Stock would be delivered to Seller pursuant to this Section 2.01(ii) . The Escrowed Shares shall be held by the Escrow Agent pursuant to that certain Escrow and Lock-up Agreement, by and among Buyer, Seller and the Bank of Tampa, as Escrow Agent, dated as of the date hereof and attached hereto as Exhibit 2.01 (the “Escrow Agreement”). The Escrowed Shares shall be distributed to Buyer or Seller under the terms and conditions as set forth in the Escrow and Lockup Agreement. The “Escrow Agent” shall have the meaning ascribed to that term in the Escrow Agreement.

(iii) The “Purchase Price” shall be the Initial Shares and the Escrowed Shares (subject to reduction to the extent that any Escrowed Shares are later delivered to Buyer and not Seller pursuant to the terms of Section 2.02 below and the Escrow Agreement).

2.02 Escrowed Shares . In accordance with the Escrow Agreement, the Escrowed Shares shall be released to Seller and/or Buyer as follows:

(i) On the first anniversary of the date of this Agreement, one–half of the Escrowed Shares (the “First Escrow Tranche”) shall be distributed to Seller or retained by the Escrow Agent as follows:

(a) all of the First Escrow Tranche shares will be distributed to Seller, if the Business realizes at least $11,500,000 in Revenue (as defined in Section 2.02(iii) below) during the 2008 calendar year; or

(b) to the extent that the Business realizes less than $11,500,000 in Revenue during the 2008 calendar year, a number of Escrowed Shares from the First Escrow Tranche shall be retained by the Escrow Agent based on the following formula:

After such retention, the remainder of the First Escrow Tranche shall be distributed to Seller on such first anniversary.

(ii) On the second anniversary of the date of this Agreement, all remaining Escrowed Shares (including any retained shares from the First Escrow Tranche) shall be distributed to Seller or Buyer as follows:

(a) all remaining Escrowed Shares will be distributed to Buyer, if the Business realizes at least $24,500,000 in Revenue during the 2008 and 2009 calendar years; or

(b) the greater result to Seller of the following two formulas:

(x) One–half of the original Escrowed Shares will be distributed to Seller, if the Business realizes at least $13,000,000 in Revenue during the 2009 calendar year; or

(y) To the extent that the Business realizes 2008 and 2009 Revenue of less than $24,500,000, a number of Escrowed Shares from the Second Escrow Tranche shall be distributed to Buyer based on the following formula:

After such distribution to Buyer, all remaining Escrowed Shares shall be distributed to Seller on such second anniversary.

(iii) For purposes of this Section 2.02 , “Revenue” shall mean all professional services and other revenues (including, without limitation, revenues from software, training or compensation, royalties or other remuneration related to scholarly writings) realized for accounting purposes by the Business consistent with past practices during the specified calendar year or years, adjusted as follows:

(a) Revenue shall be increased by the product of multiplying (i) the amount of any revenues realized by Buyer or its other affiliates from sales of goods or professional or other services to any customer of the Business introduced to Buyer or such affiliate by the Company’s professional personnel (“UTEK Revenue”), by (ii) the Adjustment Factor determined pursuant to the following chart:

and

(b) If and to the extent that the Company’s Revenue for any calendar year includes the receipt of “royalty”-like payments from the Company’s European associated firms and does not include the gross revenues of such associated firms, the amount of such payments shall be multiplied by 5.0 for purposes of calculating and determining Revenue as defined in this Section 2.02(iii) for such calendar year.

(iv) Notwithstanding any other provision of this Section 2.02 , all Escrowed Shares shall be released immediately to Seller, and no Escrowed Shares shall be distributed to Buyer, if, prior to the second anniversary of the date of this Agreement: (a) Buyer breaches its covenant contained in Section 7.04 , (b) the proviso in Section 8.05 applies, (c) Buyer liquidates the Company and does not establish appropriate financial ledgers and accounts to calculate the Revenue of the Business for the 2008 and 2009 calendar years in a manner consistent with the determinations required under this Section 2.02 , or (d) there shall occur a transaction or series of related transactions pursuant to which any third party(ies) acquire(s) (x) a majority (by vote or value) of the equity securities of Buyer (whether by merger, liquidation, consolidation, reorganization, combination, sale or transfer of Buyer’s equity securities, securityholder or voting agreement, proxy, power of attorney or otherwise), (y) all or a majority of Buyer’s assets determined on a consolidated basis or (z) control of Buyer’s Board of Directors.

2.03 Transfer Taxes . All applicable sales and transfer taxes, if any, arising by reason of the transfer of the Shares under this Agreement shall be borne one-half by Seller and one-half by Buyer.

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; provided, that all the representations and warranties of Seller hereunder are made based upon the knowledge of the directors and officers of Seller as set forth in Section 16.10 .

3.01 Organization and Standing . Seller is, and will be through the date of the Pre-Sale Reorganization, a corporation duly organized, validly existing, and in good standing under the laws of the State of California, 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 or will be 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.

3.02 Corporate Authority . Subject to receipt of the approvals, authorizations, and consents of governmental authorities and third parties to be specified in Schedule 3.04 attached hereto and made a part hereof (the “Required Consents”), 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. 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 (x) any provision of the Certificate of Incorporation or Bylaws (or Certificate of Formation or Operating Agreement after the Contemplated Conversion) of Seller or the Company, each as amended to date, or (y) any material provision of 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 Seller or the Company is subject, (ii) subject to the receipt of the Required Consents, violate, contravene, conflict with, constitute a material 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 material note, bond, mortgage, indenture, license, lease, agreement, commitment, or other instrument or obligation to which Seller or the Company is a party or to which Seller or the Company or any of the respective properties or assets of Seller or the Company, may be subject, bound, or affected, or (iii) result in the creation or imposition of any liens, pledges, security interests, encumbrances, infringements, liabilities, claims, charges, equities, covenants, conditions, restrictions, and obligations of any kind or nature whatsoever (in each case, a “Lien”) upon the Shares or any of the assets of the Company, except as created pursuant to this Agreement.

3.03 Corporate Authorization . Subject to receipt of the required shareholder approvals, Seller and the Company have 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 and shareholders of Seller). Subject to receipt of the required shareholder approvals, this Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.04 Required Consents . Except for the Required Consents set forth in Schedule 3.04 attached hereto, no approval, authorization, or consent of any governmental body or authority and no approval, authorization, consent, or waiver from any other party to any material note, bond, mortgage, indenture, license, lease, agreement, commitment, or other instrument or obligation to which Seller or the Company is a party or to which Seller or the Company or any of the respective material properties or assets of Seller or the Company, may be subject, bound, or affected, is required for the lawful consummation by Seller of the transactions contemplated by this Agreement.

3.05 Title to Assets . Schedule 3.05(a) attached hereto contains a true and correct list and a description of all material operating assets of the Company, including, but not limited to, the Software (defined below in Section 3.06 ), the Proprietary Rights (defined below in Section 3.07 ), and all other items of personal property of the Company (collectively, the “Assets”). The Company has good, valid, complete, and indefeasible title to all of the Assets. All of the Assets are owned by the Company free and clear of all Liens and not subject to any leases or licenses, other than the matters set forth in Schedule 3.05(a) . Except as set forth in Schedule 3.05(b) attached hereto, no financing statement under the Uniform Commercial Code or similar law naming the Company as debtor has been filed in any jurisdiction and is still in effect, and the Company is not a party to or bound by any agreement or arrangement authorizing any party to file any such financing statement. Seller shall cause all such financing statements to be released on or before the Closing Date.

3.06 Software . Schedule 3.06 is a true, correct, and complete listing of all items of Software (as defined below) owned by the Company. To the knowledge of Seller, except as set forth in Schedule 3.06 attached hereto, there are no material errors, material malfunctions, and/or material defects in the Software, and there are no uses of the Software or any portion thereof by any third party, except for those registered users set forth on Schedule 8.05 and those non-registered users who derive a use of the Software through their interaction with the website. No rights or licenses, express or implied, have been granted to any third parties under the Software or any portion thereof, except for those registered users set forth on Schedule 8.05 . “Software” includes, but is not limited to, all of the Company’s computer software (including object and source code, in machine readable and listing form) and all documentation (including system and software documentation, documentation made available to customers, and training materials), flowcharts, source code notes, software tools, compilers, test routines, and other information and materials, in whatever form, related thereto; and all revisions, release levels, and versions thereof; provided, that “Software” does not include any generally commercially available software that has been purchased by the Company.

3.07 Proprietary Rights . Schedule 3.07 is a true, correct, and complete listing of the Proprietary Rights (as defined below) owned by the Company, and other documentation evidencing or giving rise to, and included in, the Proprietary Rights, copies of which are set forth on Schedule 3.07 attached hereto. The Proprietary Rights are in full force and effect in all material respects and there are no Liens, claims, proceedings, or causes of action which materially affects the validity or enforceability of the Proprietary Rights. No rights or licenses, express or implied, have been granted to any third parties under the Proprietary Rights or any portion thereof. “Proprietary Rights” means all names, patents, patent applications, inventions, marks, formulas (patented and unpatented), symbols, trade names, trademarks, service marks, domain name registrations, websites, copyrights, copyright applications, logos, franchises process instructions, permits, licenses and sublicenses (and agreements in respect thereof or applications therefor), patent, trademark and copyright prosecution histories, laboratory notebooks and all other proprietary rights, documents, information and records including, but not limited to, all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office or offices, and all federal, state and common law rights protecting such in the United States of America and throughout the world.

3.08 Non-Infringement . To Seller’s knowledge, the Software and the Proprietary Rights do not, in whole or in part, infringe any copyright, trade secret, or other similar proprietary right of any third party. To Seller’s knowledge, the Software and the Proprietary Rights do not infringe any patent of any third party, and there is no pending claim that the Software and the Proprietary Rights infringe any patent of any third party. Except as set forth on Schedule 3.08 , to Seller’s knowledge and belief, no rights or licenses are required from third parties to exercise any rights with respect to the Software and the Proprietary Rights.

3.09 Litigation and Disputes . Except as set forth on Schedule 3.09 , there are no material 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 is subject to any outstanding injunction, order, decree, ruling or charge.

3.10 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.

3.11 Accuracy of Information . To Seller’s knowledge, Seller’s statements and the documents contained in any schedules or other written documents executed and 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 material 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.

3.12 Location of Assets . Schedule 3.12 sets forth a complete and correct list of all locations at which any of the Company’s assets are situated, together with a description of the Company’s assets at such location.

3.13 Brokerage . No broker, finder or agent has acted directly or indirectly for Seller in connection with this Agreement or with the transactions contemplated hereby.

3.14 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.

3.15 Satisfactory Relationships . Seller’s and the Company’s relationships with customers, vendors, suppliers, employees, governmental authorities, and others with whom Seller and the Company have dealings with regard to the Business are satisfactory and have not, when taken as a whole, suffered any material adverse deterioration since February 1, 2008. Seller and the Company each have no knowledge of any proposed or contemplated termination or other changes in such satisfactory relationships other than project completions in the ordinary course of business. Seller and the Company are not required, in the ordinary course of business, to provide any bonding or any other financial security arrangements in connection with any transactions with any customers or suppliers. There are no sole source suppliers of goods, equipment or services (other than the services of its employees) used by Seller and the Company (other than public utilities) with respect to which practical alternative sources of supply are unavailable.

3.16 Article of Incorporation and Bylaws; Corporate Minutes . True, accurate and complete copies of the Articles of Incorporation and Bylaws of 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.

3.17 Stock Ownership and Capitalization .

(a) The authorized capital stock of the Company will consist of 100 Shares of common stock, no par value. As of the Closing Date, 100 shares of common stock will be issued and outstanding, all of which will be validly issued, fully paid and non-assessable and no Shares of such common stock will be held in treasury by the Company. Shares of such common stock will be owned of record and beneficially by Seller free and clear of all liens, claims and encumbrances. All outstanding Shares of the Company common stock will have been issued and granted in compliance with (i) all applicable securities laws and other applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, rule, regulation, ruling or requirement issued, enacted, adopted, or otherwise put into effect by or under the authority of any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

(b) Except for the Company’s securities owned by Seller free and clear of all Liens, as of the date of this Agreement, there are no equity securities, partnership interests or similar ownership interests of any class of equity security of the Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

3.18 No Undisclosed Liabilities . Except as set forth on Schedule 3.18 hereto, there are no material liabilities of the Company, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the Company’s or Seller’s Knowledge, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in the occurrence of any such liability.

3.19 Contracts . Except as set forth on Schedule 3.19 attached hereto, Seller and the Company are not parties to or bound by any material lease, agreement, contract or other commitment (collectively, the “Contracts”). Each Contract listed on Schedule 3.19 is a valid and binding obligation of Seller and the Company and is in full force and effect. Seller and the Company have performed all material obligations required to be performed by each of them to date under the Contracts listed on Schedule 3.19 . All Contracts listed on Schedule 3.19 are in the name of Seller have been assigned to the Company.

3.20 Real Property . Except as set forth on Schedule 3.20 attached hereto, Seller and the Company do not hold any interest in real property, including, but not limited to, any interest as a fee owner or any interest as lessor, lessee, sublessor, sublessee, assignor, assignee or guarantor or other surety.

3.21 Taxes . Except as set forth on Schedule 3.21 attached hereto, 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 or provided for by Seller.

3.22 Benefit Plans . Except as set forth on Schedule 3.22 attached hereto, there are no plans of Seller or the Company in effect for pension, profit sharing, deferred compensation, severance pay, bonuses, stock options, stock purchases, or any other form of retirement or deferred benefit, or for any health, accident or other welfare plan, as to which Buyer will become liable as a result of the transactions contemplated hereby.

3.23 Labor Matters . After the Pre-Sale Reorganization, the individuals set forth on Schedule 3.23 will be employees of the Company.

3.24 Environmental Matters . There have been no private or governmental claims, citations, complaints, notices of violation or letters made, issued to or threatened against Seller or the Company by any governmental entity or private or other party for the impairment or diminution of, or damage, injury or other adverse effects to, the environment or public health.

3.25 Compliance with Laws . To Seller’s knowledge, 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 in any material respect any material law, statute, ordinance, or regulation.

3.26 Investment Representations and Covenants .

(a) Seller understands that the Common Stock which shall comprise the Purchase Price has not been and shall not be registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws on the grounds that the issuance of the Common Stock is exempt from registration pursuant to Section 4(2) of the 1933 Act and applicable state securities laws, and that the reliance of Buyer on such exemptions is predicated in part on Seller’s representations, warranties, covenants and acknowledgments set forth in this Section. Seller acknowledges that: (A) Buyer has made no assurances that a public market will continue to exist, (B) the Common Stock is a highly speculative investment involving a high degree of risk, (C) 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, and (D) after one year and one day from the date of Closing, the exemption available through Rule 144 of the 1933 Act may be accessed by Seller, provided all of the terms and conditions of such exemption have been met. Additionally, Seller: (A) acknowledges that the Common Stock issued to Seller at the Closing must be held at least one (1) year plus one (1) day after the Closing Date by Seller unless subsequently registered under the 1933 Act or an exemption from registration is available, and (B) is aware that any routine sales of Common Stock made pursuant to Rule 144 under the 1933 Act may be made only in limited amounts and in accordance with the terms and conditions of that rule and that in such cases where the Rule 144 is not applicable, compliance with some other registration exemption will be required.

(b) 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 o