NeWave, Inc. December 19, 2005 Michael Hill, President 30 LaPatera, Suite 7 Goleta, CA 93117Subscription Agreement • March 21st, 2006 • Newave Inc • Retail-nonstore retailers
SUBLEASE AGREEMENT This SUBLEASE AGREEMENT ("Sublease") is made this ___14_ day of __July____, 2003, by and between Mammoth Moving Inc. , a California Corporation ("Tenant") and NeWave, Inc, a Nevada corporation ("Subtenant"). R E C I T A L S : A....Sublease Agreement • April 14th, 2004 • Newave Inc • Retail-nonstore retailers
November 30, 1999 VIA FEDERAL EXPRESS (801)424-0223 Mr. Dennis S. Engh Utah Clay Technology, Inc. 3985 South 2000 East Salt Lake City, Utah 84124 Dear Mr. Engh: This letter (this "Letter Agreement") is written to summarize the principal terms of a...Joint Venture Agreement • July 5th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of September 13, 2004, by and between NeWave, Inc., a corporation organized under the laws of State of Utah, with its principal executive office at 30...Registration Rights Agreement • October 8th, 2004 • Newave Inc • Retail-nonstore retailers • California
Page 1 of 4 CONSULTING AGREEMENT THIS AGREEMENT made effective this 18th day of August 2003, by and between Michael Hill ("Consultant") and NeWave, Inc. (F.K.A Utah Clay Technology) ("Client") (collectively, the "Parties" and separately, the "Party")....Consulting Agreement • August 23rd, 2004 • Newave Inc • Retail-nonstore retailers • California
Page 1 of 4 CONSULTING AGREEMENT THIS AGREEMENT made effective this 18th day of August 2003, by and between Michael Hill ("Consultant") and NeWave, Inc. (F.K.A Utah Clay Technology) ("Client") (collectively, the "Parties" and separately, the "Party"). WITNESSETH: WHEREAS, Client is an alternative distribution network providing wholesale products along with a full suite of business solutions; and WHEREAS, Consultant has experience providing certain advisory services to companies; and WHEREAS, Client and Consultant wish to enter into a relationship whereby Consultant will provide certain services to Client on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. STATEMENT OF SERVICES-SCOPE OF WORK Client agrees to engage Consultant to perform the services and undertake the duties an
Exhibit 10.5 NeWave, Inc. PLACEMENT AGENT AGREEMENT Dated as of: September 13, 2004. The undersigned, NeWave, Inc., a Utah corporation (the "COMPANY"), hereby agrees with Legacy Trading Co., LLC (the "PLACEMENTAGENT") and Preston Capital Partners, LLC...Placement Agent Agreement • October 8th, 2004 • Newave Inc • Retail-nonstore retailers • Delaware
Exhibit 10.20 September 30, 2003 NeWave Advertising, Inc 421 Pine Ave. Goleta, California 93117 Attn: Aaron Gravitz Dear Ladies and Gentleman: This letter sets forth the terms and conditions under which NeWave Advertising, Inc., a California...Marketing Agreement • October 8th, 2004 • Newave Inc • Retail-nonstore retailers • Connecticut
AMOUNT $50,000 DEBENTURE NUMBER January-2004-101 ISSUANCE DATE January 25, 2004 MATURITY DATE January 25, 2009Debenture Agreement • May 24th, 2004 • Newave Inc • Retail-nonstore retailers • Massachusetts
ARTICLE 1Asset Purchase Agreement • June 8th, 2006 • Newave Inc • Retail-nonstore retailers • California
Exhibit 99.2 Page 1 of 4 CONSULTING AGREEMENT THIS AGREEMENT made effective this 30th day of January 2004, by and between Jeffrey Conrad ("Consultant") and NeWave, Inc. (F.K.A Utah Clay Technology) ("Client") (collectively, the "Parties" and...Consulting Agreement • February 13th, 2004 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California
CONSULTING AGREEMENT THIS AGREEMENT made effective this 18th day of August 2003, by and between Aaron Gravitz ("Consultant") and NeWave, Inc. (F.K.A Utah Clay Technology) ("Client") (collectively, the "Parties" and separately, the "Party")....Consulting Agreement • December 9th, 2004 • Newave Inc • Retail-nonstore retailers • California
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter "Employer" or "Commerce"),...Executive Employment Agreement • September 11th, 2006 • Commerce Planet • Retail-nonstore retailers • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2007 • Commerce Planet • Services-advertising agencies • New York
This Registration Rights Agreement (this "Agreement") is dated as of February 7, 2007, by and among Commerce Planet, Inc., a Utah corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
SECTION 3 COMPANY REPRESENTATIONS AND WARRANTIESSeries C Convertible Preferred Stock Purchase Agreement • April 14th, 2004 • Newave Inc • Retail-nonstore retailers • Utah
BETWEENMining Lease • April 11th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
Exhibit 10.33 CORPORATE CONSULTINGAGREEMENT ----------------------------- THIS AGREEMENT ("AGREEMENT") DATED FEBRUARY 7, 2006 IS BY AND BETWEEN NEWAVE, INC., A UTAH CORPORATION WITH ITS PRINCIPAL OFFICE AT 404 EAST FIRST ST., LONG BEACH, CA (THE...Corporate Consulting Agreement • May 8th, 2006 • Newave Inc • Retail-nonstore retailers
WITNESSETH:Mining Lease Agreement • April 11th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
Exhibit 10.1 BUSINESS SERVICES AGREEMENT This Agreement ("Agreement") dated March 3, 2005 is by and between NeWave, Inc. a Utah corporation located at 404 East First St., #1345, Long Beach, CA (the "Company" ) and Luminary Ventures, Inc., a Florida...Business Services Agreement • April 29th, 2005 • Newave Inc • Retail-nonstore retailers
EXHIBIT 10.1 STANDARD MULTI-TENANT OFFICE LEASE - NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only October 26, 2004 , is made by and between...Standard Multi-Tenant Office Lease • November 10th, 2004 • Newave Inc • Retail-nonstore retailers
SUBLEASE OF OFFICE SPACE IN BUILDING THE STATE OF CALIFORNIA COUNTY OF SANTA BARBARA This sublease is entered into between Pinnacle Sales Group, LLC, a California limited liability company, whose business address is 421 Pine Ave., City of Goleta,...Sublease Agreement • April 14th, 2004 • Newave Inc • Retail-nonstore retailers
EXHIBIT 10.2 GENERAL ASSIGNMENT AND BILL OF SALE ----------------------------------- THIS GENERAL ASSIGNMENT AND BILL OF SALE dated as of June 1, 2006, from ONESOURCE IMAGING, INC. ("Seller") to COMMERCE PLANET, INC. ("Buyer"). WHEREAS, Buyer and...General Assignment and Bill of Sale • June 8th, 2006 • Newave Inc • Retail-nonstore retailers
THIS GENERAL ASSIGNMENT AND BILL OF SALE dated as of June 1, 2006, from ONESOURCE IMAGING, INC. ("Seller") to COMMERCE PLANET, INC. ("Buyer").
EXHIBIT 4.2 CONVERTIBLE DEBENTURE EXCHANGE AGREEMENT / CONVERSION OF NOTES This Convertible Debenture Exchange Agreement (this "Agreement"), dated as of December 18, 2005, is entered into by and between NeWave, Inc., a Utah corporation (the...Convertible Debenture Exchange Agreement • February 17th, 2006 • Newave Inc • Retail-nonstore retailers • Massachusetts
Exhibit 10.3 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 13, 2004 by and between NeWave, Inc., a Utah corporation (the "Company"), and Preston Capital Partners, LLC, a Delaware limited liability company (the...Investment Agreement • October 8th, 2004 • Newave Inc • Retail-nonstore retailers • California
VOTING AGREEMENTVoting Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of September 16, 2008, by and between Morlex, Inc., a Colorado corporation (“Morlex”), and the undersigned shareholder (the “Shareholder”) of Commerce Planet, Inc., a Utah corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2007 • Commerce Planet • Services-advertising agencies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2007, among the selling stockholders identified on the signature pages hereto (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”), Commerce Planet, Inc., a Utah corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FACE AMOUNT $100,000 DEBENTURE PURCHASE PRICE $100,000 ISSUANCE DATE June 8, 2005 MATURITY DATE June 22, 2005Receivable Factoring Agreement • August 19th, 2005 • Newave Inc • Retail-nonstore retailers
RECITALS --------Marketing Agreement • October 14th, 2004 • Newave Inc • Retail-nonstore retailers • California
FORM OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is entered into as of the dated as of the __th day of September 2008, by and among COMMERCE PLANET, INC., a Utah corporation (the “Company”) with an address at 30 S. La Patera Lane, Goleta, CA 93117, LEGACY MEDIA LLC, a California limited liability company and wholly-owned subsidiary of, with the same address as, the Company (“Legacy”), and CONSUMER LOYALTY GROUP LLC, a California limited liability company and wholly-owned subsidiary of, with the same address as, the Company (“Consumer”), for the benefit of MORLEX, INC., a Colorado corporation (hereinafter referred to as the “Lender” or “Secured Party”). The Company, Legacy and Consumer are hereinafter referred to individually as a “Pledgor” and collectively as the “Pledgors.”
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG SUPERFLY ADVERTISING, INC., A DELAWARE CORPORATION F/K/A MORLEX, INC., AND ITS WHOLLY- OWNED SUBSIDIARY, SUPERFLY ADVERTISING, INC., AN INDIANA CORPORATION AND COMMERCE PLANET, INC., A UTAH...Asset Purchase Agreement • December 17th, 2008 • Commerce Planet • Services-advertising agencies • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2008, is made and entered into by and among Superfly Advertising, Inc., a Delaware corporation f/k/a Morlex, Inc. (the “Superfly Parent”), Superfly Advertising, Inc., an Indiana corporation, and a wholly-owned subsidiary of Superfly Parent (the “Purchaser”), Commerce Planet, Inc., a Utah corporation (the “Parent”), Legacy Media LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“Legacy”), and Consumer Loyalty Group, LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“CLG” and collectively with Legacy, the “Sellers”). Legacy and CLG are sometimes individually referred to herein as “Seller” and collectively as the “Sellers.” Superfly Parent, the Purchaser, the Parent, Legacy and CLG are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies
THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”), dated as of the __TH day of September 2008, is made by LEGACY MEDIA LLC, a California limited liability company (“Legacy”), and CONSUMER LOYALTY GROUP LLC, a California limited liability company (“Consumer”), each having an address at c/o COMMERCE PLANET, INC., a Utah corporation (the “Company”) with an address at 30 S. La Patera Lane, Goleta, CA 93117, for the benefit of MORLEX, INC., a Colorado corporation (hereinafter referred to as “Morlex”). Legacy and Consumer are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors.”
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • February 26th, 2009 • Commerce Planet • Services-advertising agencies • California
This Settlement Agreement and Mutual Release ("Agreement") is made and entered into by and between Jamison Stafford, Loren Wimpfheimer, Commerce Planet, Inc., David Foucar, Charles Gugliuzza, Dominic Bohnett, Chris Cruttenden, James T. Crane, Iventa LLC, and Tony Roth, and shall be effective February 13, 2009.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2007 • Commerce Planet • Services-advertising agencies
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 5, 2007 by and between COMMERCE PLANET, INC., a Utah corporation (the “Company”), and Anthony Roth, residing at the address set forth on the signature page hereto (the "Executive") and shall be effective upon signing.
EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT 1Executive Employment Agreement • October 26th, 2007 • Commerce Planet • Services-advertising agencies
THIS AMENDMENT (the “Amendment”) TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter “Company”) and CHARLIE GUGLIUZZA, with all rights assigned to his consulting company Olive Tree Holdings, LLC (hereafter “Consultant”) and is effective as of November 5, 2007.
Agreement and Plan of Reorganization This Agreement and Plan of Reorganization (hereinafter the "Agreement") is entered into effective as of this December 24, 2003, by and among Utah Clay Technology, Inc., a Utah corporation (hereinafter "UCT");...Agreement and Plan of Reorganization • February 12th, 2004 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
2 August 17, 2004Marketing Agreement • October 8th, 2004 • Newave Inc • Retail-nonstore retailers
