ex10-2.htm


     

    
      

      

    

    
      ADVISORY BOARD MEMBER
AGREEMENT

       

      THIS ADVISORY BOARD MEMBER AGREEMENT
(this “Agreement”) is made
and entered into effective this 22nd of
January, 2010, (the “Effective Date”), by
and between Bloggerwave Inc., a Nevada corporation (the “Corporation”) and
MIDSTONE CONSULTING LTD,
a limited company registered in Cyprus under registration number HE
223716, whose registered office is at 3B Ifigenias Street, 2007 Strovolos,
Nicosia, Cyprus Signatory is Kyriakos Yerolemou, Sole Director of Midstone Consulting Ltd, a
business (the “Member).

       

      RECITALS

       

      THE PARTIES ENTER THIS
AGREEMENT on the basis of the following facts, understandings and
intentions:

       

      A.  The Corporation has
established and created an advisory board (the “Advisory Board”), pursuant to
which the Advisory Board shall provide objective  information and
advice to the Board of Directors of the Corporation on areas involving the
Corporation’s intellectual property and its products and services;

       

      B.  The Advisory Board
shall consist of not less than three members who will serve for a term of not
less than two years;

      


      C.  The Member of
the Advisory Board shall be technically knowledgeable and competent in the
technical disciplines appropriate to understanding the Corporation’s
intellectual property and its products and services;

      


      D.    The
Member desires to accept such appointment to the Advisory Board on such terms
and conditions.

       

      NOW, THEREFORE, in
consideration of the above recitals incorporated herein and the mutual covenants
and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
agree as follows:

       

      1.           
Appointment and
Responsibilities.

       

      
        	
                1.1      

              	
                Appointment.  The Corporation
      does hereby appoint the Member for a two-year term to the Advisory Board
      (the “Appointment”) on the terms and conditions expressly set forth in
      this Agreement.  The Member does hereby accept and agree to
      appointment on the terms and conditions expressly set forth in this
      Agreement.

              


      

       

      
        	
                1.2

              	
                Responsibilities.  During the term
      of appointment, the Member shall serve on the Advisory Board unless and
      until it is otherwise determined by the Corporation’s Board of
      Directors.  It is the intention of the parties that the Member shall
      review subjects that the Board of Directors presents to the Advisory Board
      and prepare a written or verbal report of recommendations for
      consideration by the Board of
Directors.

              


      

       

      
        	
                2.

              	
                Period
      of Appointment.  The Appointment
      shall, unless sooner terminated as provided herein, be a period of two
      years commencing on the Effective Date of the Member’s appointment to the
      Advisory Board and ending at the close of business on the second
      anniversary of the Effective Date (the “Termination
      Date”) unless extended my mutual consent of both the Member and the
      Corporation.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                3.

              	
                Compensation.  The Member’s
      compensation (the “Compensation”) shall consist of USD 10,000, payable
      upon signing of this agreement, and the issuance by the Corporation of
      211,750 shares of its common stock as soon as practical
      thereafter.

              


      

      


      
        	
                 
      

              	
                The
      shares of common stock 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 Corporation will issue the common stock 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 there under, and Regulation
      S.

              


      

       

      


      
        
          
          

        

        
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                4.

              	
                Reimbursement
      of Business Expenses.  The Member is
      authorized to incur reasonable expenses in carrying out the Member’s
      duties for the Corporation under this Agreement and reimbursement for all
      reasonable business expenses the Member incurs during the Period of
      Appointment in connection with carrying out the Member’s duties for the
      Advisory Board, subject to the Corporation’s expense reimbursement
      policies in effect from time to
time.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                5.

              	
                Termination.  The
      Member’s appointment to the Advisory Board may terminate prior to the
      Termination Date at the sole discretion of the Board of
      Directors.

              


      

       

      
        	
                6.

              	
                Governing
      Law. 
      This Agreement, and all questions relating to its validity,
      interpretation, performance and enforcement, as well as the legal
      relations hereby created between the parties hereto, shall be governed by
      and construed under, and interpreted and enforced in accordance with, the
      laws of the State of Nevada, notwithstanding any Nevada or other conflict
      of law provision to the contrary.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                7. 

              	
                Agreement.  This Agreement
      embodies the entire agreement of the parties hereto respecting the
      Advisory Board. 

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                8.        

              	
                Modifications.  This Agreement
      may not be amended, modified or changed (in whole or in part), except by a
      formal, definitive written agreement expressly referring to this
      Agreement, which agreement is executed by both of the parties
      hereto.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                9.       

              	
                Counterparts.  This Agreement
      may be executed in any number of counterparts, each of which shall be
      deemed an original as against any party whose signature appears thereon,
      and all of which together shall constitute one and the same
      instrument.  This Agreement shall become binding when one or more
      counterparts hereof, individually or taken together, shall bear the
      signatures of all of the parties reflected hereon as the
      signatories.  Photographic copies of such signed counterparts may be
      used in lieu of the originals for any
purpose.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                10. 

              	
                Corporation’s
      Representations.  The Corporation
      represents and warrants that (i) the execution, delivery and performance
      of this Agreement by the Corporation has been fully and validly authorized
      by all necessary corporate action, (ii) the officer signing this Agreement
      on behalf of the Corporation is duly authorized to do so, (iii) the
      execution, delivery and performance of this Agreement does not violate any
      applicable law, regulation, order, judgment or decree or any agreement,
      plan or corporate governance document to which the Corporation is a party
      or by which it is bound and (iv) upon execution and delivery of this
      agreement by the parties hereto, it shall be a valid and binding
      obligation of the Corporation enforceable against it in accordance with
      its terms, except to the extent that enforceability may be limited by
      applicable bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights
generally.

              


      

      
        	
                 
      

              	
                 

              


      

      IN WITNESS WHEREOF, the
Corporation and the Executive have executed this Agreement on the dates
indicated above.

       

      
 

      BLOGGERWAVE
INC.

      


       

      ________________________________

      Ulrik
Svane Thomsen, President

      


      


      


      MEMBER

      


      


       ________________________________

      


      Name:
Kyriakos Yerolemou

       

      
        
          
          

        

        
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