$KLMK a little clarity on their coded messages!!!
KLMK = PARENT
DARKPULSE TECH = COMPANY
DPTH ACQUISITION CORP = MERGER SUBSIDIARY
This Agreement and Plan of Merger (this “Agreement”) is entered into effective as of the ___ day of April, 2018 (the “Effective Date”), by and among Klever Marketing, Inc., a Delaware corporation (“Parent”), DarkPulse Technologies Inc., a New Brunswick corporation (“Company”), and DPTH Acquisition Corporation, a Utah corporation (“Merger Subsidiary”). Certain capitalized terms used in this Agreement are defined in Article 9.
BACKGROUND
A. The respective Boards of Directors of the parties have (i) determined that it is in the best interests of such corporations and their respective security holders to consummate a merger of Merger Subsidiary with and into Company (the “Merger”) and (ii) approved and declared advisable this Agreement, the Merger and the other transactions contemplated by this Agreement;
B. Pursuant to the Merger, among other things, the outstanding shares of capital stock of DARKPULSE TECH will be converted into the right to receive upon Closing (as defined in this Agreement) and thereafter, the Merger Consideration (as defined in this Agreement);
C. The parties to this Agreement intend to adopt this Agreement as a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, and intend that the Merger and the transactions contemplated by this Agreement be undertaken pursuant to that plan. Accordingly, the parties intend that the Merger qualify as a “reorganization,” within the meaning of Code Section 368(a), and that, with respect to the Merger and within the meaning of Code Section 368(b), each of Parent, Merger Subsidiary and Company will be a “party to a reorganization;”
D. Prior to the Merger, KLMK will effect a reverse stock split of its shares of Common Stock, and the parties intend that the aggregate number of shares of KLMK Common Stock to be held by Initial KLMK Stockholders after the Merger (including any adjustments pursuant to this Agreement) will be approximately 15,000,000 shares of Parent Common Stock.
AGREEMENT
In consideration of the foregoing, and the representations, warranties, and covenants contained in this Agreement, each party hereby agrees as follows:
ARTICLE 1
MERGER
At the Merger Time (as defined herein), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Utah Revised Business Corporation Act or any successor statute (the “URBCA”), DPTH will merge with and into DARKPULSE TECH, the separate corporate existence of DPTH will cease, and DARKPULSE TECH will continue as the surviving corporation (DARKPULSE TECH) and as a wholly owned subsidiary of KLMK. DARKPULSE TECH, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Company.” (DARKPULSE TECH)
