INDEMNIFICATION AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is being entered into by and between CalbaTech,
Inc., a Nevada corporation ("CTI" or "CalbaTech"), Molecularware, Inc., a Delaware corporation ("MW" or
"Acquired Corporation") and the shareholders of MW that shall agree to exchange their stockholdings in
accordance with the terms hereof. This Agreement shall become effective as of the latter date written in
conjunction with the signatures affixed hereto (the "Effective Date").
WHEREAS, CTI is a corporation organized and existing under the laws of the State of Nevada, with its principal
business office located at 18300 Von Karman, Suite 710, Suite 710, Irvine, CA 92612, and MW is a
corporation organized and existing under the laws of the State of Delaware, with its principal business office
located at One Broadway, 6th Floor, Cambridge, MA 02142. CTI and MW are collectively referred to herein
as the "Constituent Corporations";
WHEREAS, the authorized capital stock of CTI consists of two hundred million (200,000,000) shares of
common stock, par value of one tenth of one cent ($0.001) per share, of which there are approximately eleven
million four hundred thousand (11,400,000) shares are presently issued and outstanding.
WHEREAS, the authorized capital stock of MW consists of thirty five million (35,000,000) shares of common
stock, par value of one tenth of one cent ($0.001) per share, of which twelve million nine hundred ninety eight
thousand and four hundred (12,998,400) shares are presently issued and outstanding and held by the
shareholders of MW as set forth on Schedule 1 attached hereto.
WHEREAS, pursuant to the terms of this Agreement, CTI will acquire all of the issued and outstanding shares of
MW's capital stock from the shareholders of MW in exchange for 300,000 shares of CTI's common stock in a
transaction intended to be a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as