Elevate, Inc. Sample Contracts

HIGHLAND BUSINESS SERVICES, INC. DIRECTOR’S CONTRACT
’s Contract • January 26th, 2012 • Elevate, Inc. • Services-business services, nec • Nevada

THIS DIRECTOR’S CONTRACT (the “Agreement”) is made as of the 2nd day of August, 2011 by and between Highland Business Services, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Mr. Calvin Fox (hereinafter referred to as the “Director”).

Asset Purchase Agreement By and Between HIGHLAND BUSINESS SERVICES, INC. a Nevada corporation, as “Buyer” and ZIPADI TECHNOLOGIES, LLC a Utah limited liability company, as “Seller”
Asset Purchase Agreement • January 26th, 2012 • Elevate, Inc. • Services-business services, nec • Nevada

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective and entered into as of the 25th day of July, 2011 by Highland Business Services, Inc. a Nevada corporation (“Buyer”), and Zipadi Technologies, LLC a Utah limited liability company (“Seller”). Seller and Buyer are individually and collectively sometimes referred to in this Agreement as a “Party” and the “Parties,” respectively.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 26th, 2012 • Elevate, Inc. • Services-business services, nec • Utah

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated effective May 20, 2011 is entered into by and between Elevate, Inc. a Nevada Corporation (“Buyer”); and Elevate Communications, LLC, a Utah limited liability company (“Seller”).

HIGHLAND BUSINESS SERVICES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • January 26th, 2012 • Elevate, Inc. • Services-business services, nec • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the first day of June, 2011 (the “Agreement Date”), and effective as of the First day of June, 2011 (the “Effective Date”) by and between Highland Business Services, Inc., a Nevada public company having its principal place of business at 201 Avenida Fabricante Ste 100, San Clemente, CA 92672 (the “Company”), and Rod Place, an individual currently residing in the City of Stockton, CA (the “Employee”) As used herein, the term “Parties” shall be used to refer to the Employer and Employee jointly.

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF May 2, 2011 BY AND AMONG HIGHLAND BUSINESS SERVICES, INC. (HGLB), a Nevada corporation, HIGHLAND SUB CO, (“HBS”), a Nevada corporation AND RITEWIRE, INC. (“RITEWIRE”), a Nevada corporation
Agreement and Plan of Merger • May 6th, 2011 • Highland Business Services, Inc. • Services-business services, nec • California

This Agreement and Plan of Merger (this “Agreement”), dated as of May 2, 2011, is by and among Highland Business Services, Inc., a Nevada corporation (“HGLB”), HBS Sub Co, a Nevada corporation and wholly owned subsidiary of HGLB (“HBS”) and RiteWire, Inc., a Nevada corporation (“RITEWIRE”), HBS and RITEWIRE being the constituent entities in the Merger.

ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER BY AND AMONG HIGHLAND BUSINESS SERVICES, INC., HGLB SUB CO, AND ELEVATE MARKETING GROUP, LLC
Acquisition Agreement and Plan of Merger • February 11th, 2011 • Highland Business Services, Inc. • Services-business services, nec

THIS ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER (“Addendum No. 1”) is made and entered into effective this 11th day of February, 2011, by and among HIGLAND BUSINESS SERVICES, INC., a Nevada Corporation (“HGLB”), HGLB SUB CO, a Nevada Corporation and wholly owned subsidiary of the HGLB (“HGLB Sub Co”) and ELEVATE MARKETING GROUP, LLC, a Utah limited liability company (“EMG”).

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 2, 2011 BY AND AMONG HIGHLAND BUSINESS SERVICES, INC. (HGLB), a Nevada corporation, HGLB SUB CO, a Nevada corporation AND ELEVATE MARKETING GROUP, LLC (EMG), a Utah limited liability company
Agreement and Plan of Merger • February 4th, 2011 • Highland Business Services, Inc. • Services-business services, nec • Nevada

This Agreement and Plan of Merger (this “Agreement”), dated as of February 2, 2011, is by and among Highland Business Services, Inc., a Nevada corporation (“HGLB”), HGLB Sub Co, a Nevada corporation and wholly owned subsidiary of HGLB (“HGLB Sub Co”) and Elevate Marketing Group, LLC, a Utah limited liability company, together with its wholly owned subsidiaries set forth in the EMG Disclosure Schedule hereto (collectively, “EMG”), HGLB Sub Co and EMG being the constituent entities in the Merger.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 21st, 2012 • Elevate, Inc. • Services-business services, nec • Nevada

THIS SHARE EXCHANGE AGREEMENT, dated as of November 16, 2012 (the “Agreement”), is made and entered into by and among Elevate Marketing Group, LLC, a Utah limited liability company (“EMG”), and Elevate, Inc., a Nevada corporation (“Elevate”), on the one hand, and the stockholder of Elevate listed on Exhibit A hereto (each a “Stockholder” and, collectively, the “Stockholders”), acting through their representative, Mike Hansen (“Representative”) with respect to the acquisition of all of the shares of capital stock of iAlarm, Inc., a Utah corporation and wholly-owned subsidiary of EMG (“iAlarm”). Together, Elevate, EMG and the Stockholders are referred to collectively as the “Parties.”