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Business Merger Agreement

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MERGER AGREEMENT | Document Parties: ELEVATED CONCEPTS, INC | Surviving Corporation You are currently viewing:
This Agreement and Plan of Merger involves

ELEVATED CONCEPTS, INC | Surviving Corporation

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Title: MERGER AGREEMENT
Governing Law: Nevada     Date: 9/14/2009

This Business Merger contract is an actual legal document that was drafted by a top U.S. law firm for their client.
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MERGER AGREEMENT

 

BETWEEN

 

ELEVATED CONCEPTS, INC., A NEVADA COMPANY

 

AND

 

BLOGGERWAVE APS., A DANISH COMPANY

 

 

1


 

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”).

 

 

RECITALS

 

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:

 

(i)

Consent resolutions of the Board of Directors of the Surviving Corporation and BWAVE approving the transactions contemplated by this Merger Agreement;

 

(ii)

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;

 

(iii)

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;

 

(iv)

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;

 

 

2


 

(v)

Consent Resolutions signed by a majority of the Surviving Corporation’s stockholders approving the transactions contemplated by this Merger;

 

(vi)

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;

 

(vii)

Delivery by the BWAVE stockholders to the Surviving Corporation of the total issued and outstanding shares of Common Stock of BWAVE;

 

(vii)

Articles of Merger to be filed with the Nevada Secretary of State;

 

 

1.04. Effect of Merger.

 

(i)

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.

 

(ii)

The Articles of Incorporation of Surviving Corporation shall be and remain unchanged and in effect until amended or repealed by law.

 

(iii)

The Bylaws of the Surviving Corporation shall remain in effect as they were prior to the Effective Time.

 

(v)

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.

 

(vi)

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.

 

(vii)

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.

 

 

3


 

(viii)

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.

 

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.

 

(i)

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.

 

(ii)

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.

 

(iv)

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).

 

(v)

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.

 

 

4


 

(vi)

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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