Newave Inc Sample Contracts

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NeWave, Inc. December 19, 2005 Michael Hill, President 30 LaPatera, Suite 7 Goleta, CA 93117
Subscription Agreement • March 21st, 2006 • Newave Inc • Retail-nonstore retailers
WITNESSETH:
Agreement • April 11th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
BETWEEN
Agreement • April 11th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
ARTICLE 1
Asset Purchase Agreement • June 8th, 2006 • Newave Inc • Retail-nonstore retailers • California
R E C I T A L S:
Executive Employment Agreement • June 8th, 2006 • Newave Inc • Retail-nonstore retailers • California
AMOUNT $50,000 DEBENTURE NUMBER January-2004-101 ISSUANCE DATE January 25, 2004 MATURITY DATE January 25, 2009
Debenture Agreement • May 24th, 2004 • Newave Inc • Retail-nonstore retailers • Massachusetts
REGISTRATION RIGHTS AGREEMENT
Registration 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").

WITNESSETH:
Mining Lease Agreement • April 11th, 2000 • Utah Clay Technology Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah
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RECITALS --------
Marketing Agreement • October 14th, 2004 • Newave Inc • Retail-nonstore retailers • California
VOTING AGREEMENT
Voting 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 AGREEMENT
Securities 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”).

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")....
4 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

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.”

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 • 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").

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • 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 AGREEMENT
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.

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