MERGER AGREEMENT
BETWEEN
ELEVATED CONCEPTS, INC., A NEVADA
COMPANY
AND
BLOGGERWAVE APS., A DANISH
COMPANY
This merger
agreement (the “Merger Agreement”) is entered into on
this 9th day of September, 2009, by and among Elevated Concepts,
Inc., a corporation organized under the laws of the State of Nevada
(“ELVT” or “Surviving Corporation”), and
Bloggerwave ApS, a corporation organized under the Danish Company
Accounts Act (“BWAVE”).
WHEREAS the
Merger Agreement is the culmination of discussions, negotiations
and strategic business operational planning regarding a transaction
in which BWAVE will merge with and into ELVT and ELVT shall be the
surviving corporation (the “Merger”); and
WHEREAS the
Surviving Corporation is interested in acquiring all of the assets
and total issued and outstanding shares of Common Stock of
BWAVE.
NOW, THEREFORE,
in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and
covenants herein contained, the cx
Section
1. Basic Transaction
1.01. The
Merger. On
and subject to the terms and conditions of this Merger Agreement,
BWAVE will merge with and into ELVT at the effective time (herein
defined in Section 1.04). ELVT shall be the surviving corporation
after consummation of the Merger Agreement, and the business and
operational activities of BWAVE shall be conducted by and through
the Surviving Corporation, and BWAVE will assume the assets and
liabilities of the Surviving Corporation.
1.02. The
Closing. The closing of
the transactions contemplated by this Merger Agreement (the
“Closing”) shall take place concurrently at the
registered offices of BWAVE and the Surviving
Corporation.
1.03.
Actions at the Closing. At the Closing, the Surviving
Corporation and BWAVE will deliver:
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Consent
resolutions of the Board of Directors of the Surviving Corporation
and BWAVE approving the transactions contemplated by this Merger
Agreement;
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Consent
Resolutions signed by the holders of a majority of the issued and
outstanding shares of BWAVE Common Stock approving the transactions
contemplated by this Merger Agreement;
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Instructions
from the Surviving Corporation to its stock transfer agent
authorizing transfer of 5,000,000 shares of Common Stock of the
Surviving Corporation to the BWAVE stockholders in proportion to
their respective holdings of record in BWAVE Common Stock as
indicated in Appendix A;
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Instructions
from the Surviving Corporation to its stock transfer agent
authorizing issuance of an additional 3,000,000 shares of Common
Stock of the Surviving Corporation to the entities and in the
quantities listed in Appendix B;
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Consent
Resolutions signed by a majority of the Surviving
Corporation’s stockholders approving the transactions
contemplated by this Merger;
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Delivery of all
minute books, corporate seals, stock records, tax returns,
accounting and other records, and all other assets of the Surviving
Corporation to the new officers;
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Delivery by the
BWAVE stockholders to the Surviving Corporation of the total issued
and outstanding shares of Common Stock of BWAVE;
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Articles of
Merger to be filed with the Nevada Secretary of State;
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The Merger
shall become effective (the “Effective Time”) on
September 9, 2009 at 10:00 AM Pacific Daylight Time or as soon as
practical thereafter. For purposes of this Merger
Agreement the day upon which the Effective Time occurs shall be
referred to as the “Effective Date.” The Merger shall
have the effect set forth in the Nevada Revised Statutes, as
amended. ELVT shall remain as the Surviving Corporation. The
Surviving Corporation and BWAVE may, at any time after the
Effective Time, take any action (including executing and delivering
any document) in the name and on behalf of either BWAVE or the
Surviving Corporation in order to carry out and effectuate the
transactions contemplated by this Merger Agreement.
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The Articles of
Incorporation of Surviving Corporation shall be and remain
unchanged and in effect until amended or repealed by
law.
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The Bylaws of
the Surviving Corporation shall remain in effect as they were prior
to the Effective Time.
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With the
exception of 4,100,000 shares of the Surviving Corporation’s
Common Stock, all shares of the Surviving Corporation’s
stock, including Common Stock, Preferred Stock and any other stock
or equity rights, that are issued and outstanding, shall be
redeemed and paid for by the Surviving Corporation immediately
prior to the Merger.
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Each share of
BWAVE Common Stock outstanding at the Effective Time shall be
converted into 50,000 shares of the Surviving Corporation’s
Common Stock without any action on the part of the holders thereof
such that all of the outstanding shares of BWAVE Common Stock shall
be converted into a total of 5,000,000 shares of the Surviving
Corporation’s Common Stock as a result of the
Merger. After the Effective Time, each holder of an
outstanding certificate or certificates which, prior thereto,
represented shares of BWAVE Common Stock shall be entitled, upon
surrender thereof, to receive in exchange therefor a certificate or
certificates representing the number of whole shares of the
Surviving Corporation’s Common Stock into or for which its
shares have been converted or exchanged.
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Within ten days
of the Effective Time, the Surviving Corporation shall issue an
additional 3,000,000 shares of the restricted Common Stock of the
Surviving Corporation to those listed at Appendix B and, when
issued in accordance with the terms and provisions of the Merger
Agreement, shall be deemed fully paid and
non-assessable.
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All shares of
stock into which shares of BWAVE Common Stock shall have been
converted pursuant to this Merger Agreement will be
“restricted” as that term is defined in Rule 144
adopted under the Securities Act of 1933, as amended (the
“Securities Act”). (Under Rule 144, the period of
restriction is generally one year.) The Surviving
Corporation will issue its Common Stock to the BWAVE stockholders
under an appropriate exemption from the registration requirements
of the Securities Act, including but not limited to the statutory
exemption under Section 4(2) of the Securities Act, and Rule 506
adopted thereunder, and Regulation S.
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Section
2. Representations and Warranties of the Surviving
Corporation
The Surviving
Corporation represents and warrants to BWAVE and the BWAVE
stockholders that the statements contained in this Section 2 are
correct and complete as of the date of this Merger Agreement and at
and as of the Effective Date.
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The Surviving
Corporation is duly organized, validly existing, and in good
standing under the laws of the State of Nevada. The Surviving
Corporation has full corporate power and authority to carry on the
businesses in which it is engaged and to own and use the properties
owned and used by it.
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The entire
authorized capital stock of the Surviving Corporation consists of
75,000,000 shares of Common stock, $0.001 par value. 9,100,000
shares of Common Stock are issued and outstanding. Prior to the
Effective Time, all shares of the Surviving Corporation’s
stock with the exception of 4,100,000 shares of the Surviving
Corporation’s Common Stock that are issued and outstanding,
shall be redeemed and paid for by the Surviving Corporation such
that the shares of Common Stock of the Surviving Corporation that
the BWAVE stockholders shall receive pursuant to this Merger
Agreement will represent approximately 54.9% of the Surviving
Corporation’s voting and outstanding stock. There are no
outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require the Surviving
Corporation to issue, sell, or otherwise cause to become
outstanding any of its authorized capital. There are no outstanding
or authorized stock options, stock appreciation, phantom stock,
profit participation, or similar rights with respect to the
Surviving Corporation. All shares transferred to BWAVE
shareholders which have been outstanding at any time prior to the
Effective Time will be transferred free and clear of all adverse
claims.
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At the
Effective Time, the Surviving Corporation has no liabilities or
obligations of any nature (whether known or unknown and whether
absolute, accrued, contingent, or otherwise).
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The Surviving
Corporation has full corporate power and authority to execute and
deliver this Merger Agreement and to perform its obligations
hereunder. The Board of Directors of the Surviving Corporation has
approved the transactions contemplated by this Merger
Agreement. Further, the Board of Directors of the
Surviving Corporation has sought and obtained written consents from
stockholders holding a majority of the issued and outstanding
shares of the Common Stock of the Surviving Corporation approving
the transactions contemplated by this Merger Agreement. This Merger
Agreement constitutes the valid and legally binding obligation of
the Surviving Corporation, enforceable in accordance with its terms
and conditions, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganisation, moratorium,
fraudulent transfer or similar laws affecting creditors’
rights generally or by the principles governing the availability of
equitable rights.
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Neither the
execution and the delivery of this Merger Agreement, nor the
consummation of the transactions contemplated hereby, will: (i)
violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agenc
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