EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT AGREEMENT entered into as of the 31st day of December, 1997, by and among AMERICA ONLINE, INC., a Colorado corporation with a principal place of business at P.O. Box 3755, Englewood, CO 80155 (the...Common Stock Purchase Agreement • May 14th, 1999 • Morlex Inc /Co • Services-computer processing & data preparation • Colorado
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 23rd, 2007 • Morlex Inc /Co • Blank checks • Colorado
AGREEMENT entered into as of the 7th day of May, 2007, by and between Morlex, Inc., a Colorado corporation with an address at 31 Pierce Lane, Norwich, Vermont 05055 (the “Company”) and Michelle Kaplan, an individual with an address at 401 East 86th Street, Apt 3H, New York, NY 10028 (the “Purchaser”).
EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS AGREEMENTEmployment Agreement • October 20th, 2008 • Morlex Inc /Co • Blank checks • California
This AGREEMENT (the “Agreement”) is made as of October 8, 2008 (the “Effective Date”), by and between Morlex, Inc., an Colorado corporation with its headquarters located at 420 Lexington Avenue, Suite 450, New York, New York 10155 (the “Company”) and Curtis Staker (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
VOTING AGREEMENTVoting Agreement • September 18th, 2008 • Morlex Inc /Co • Blank checks • 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”).
MORLEX, INC. WARRANTWarrant Agreement • June 3rd, 2008 • Morlex Inc /Co • Blank checks • New York
Morlex, Inc., a Colorado corporation (the “Company”), hereby certifies that, for value received, Joseph Gunnar & Co., LLC or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total of [___________] shares (as adjusted from time to time as provided in Section 9 hereof) of Common Stock (as defined below) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.75 per share (as adjusted from time to time as provided in Section 9 hereof, the “Exercise Price”), at any time and from time to time on and after the date that is 120 days from the date of this Warrant (the “Initial Exercise Date”) through and including April __, 2013 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (the “Warrant”) is issued pursuant to that certain Placement Agent Agreement, dated as of April 11, 2008, by and among the Company and the Holder (the “Pl
AGREEMENT AND PLAN OF MERGER among MORLEX, INC. DMG MERGER SUB, INC. AND DUNCAN MEDIA GROUP, INC. February 7, 2008Merger Agreement • February 11th, 2008 • Morlex Inc /Co • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 7, 2008, by and among MORLEX, INC., a Colorado corporation (“Parent”), DMG MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and DUNCAN MEDIA GROUP, INC., a Delaware corporation (the “Company”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 18th, 2008 • Morlex Inc /Co • Blank checks • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is entered into as of the dated as of the __ 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.”
UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • September 18th, 2008 • Morlex Inc /Co • Blank checks
THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”), dated as of the __ 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.”
NON-COMPETITION/NON-SOLICITATION AGREEMENTNon-Competition/Non-Solicitation Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • California
This Non-Competition Agreement (this “Agreement”), dated November 14, 2007, is made by and between Jason J. Kulpa (the “Employee”) and All Ad Acquisition, Inc. a Delaware corporation (“Acquiror”). For purposes of this Agreement, “Acquiror” shall be deemed to include Acquiror and its wholly and majority-owned direct and indirect subsidiaries that operate the Business (as defined below) of the Company.
SECURITY AGREEMENTSecurity Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
THIS SECURITY AGREEMENT, dated as of April 15, 2008 (this “Agreement”), is granted jointly and severally by Morlex, Inc., and All Ad Acquisition, Inc. (individually and collectively, the “Debtor”) to Iakona, Inc. (together with its successors and assigns, the “Secured Party”).
DC PARTNERS LETTERHEAD] August 20, 2008Advisory Agreement • October 14th, 2008 • Morlex Inc /Co • Blank checks
This letter will serve to amend and incorporate by reference the engagement agreement dated January 10, 2008 between All Ad Acquisition, Inc., and its assignors or successors, and DC Associates LLC.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2008 • Morlex Inc /Co • Blank checks • New York
This AMENDMENT (this “Amendment”), dated as of August 21, 2008, amends the Employment Agreement, dated as of January 28, 2008 (the “Employment Agreement”), between Morlex, Inc. (the “Company”) (by assignment from All Ad Acquisition, Inc., effective as of February 14, 2008) and Richard J. Berman (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Employment Agreement.
FINANCIAL COMMUNICATIONS AND STRATEGIC CONSULTING AGREEMENT FOR MORLEX, INC.Financial Communications and Strategic Consulting Agreement • June 3rd, 2008 • Morlex Inc /Co • Blank checks • New York
After reviewing information on the company, and meeting with the company’s management team to gain a more thorough understanding of the company and its business, Hayden Communications is pleased to submit the following proposal.
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MORLEX, INC. and the HOLDERS set forth on the signature pages hereto Dated as of April __, 2008Registration Rights Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April __, 2008 (the “Closing Date”), and amends and restates that certain Registration Rights, dated as of February 14, 2008, by and among Morlex, Inc., a Colorado corporation (the “Company”) and the Holders (as defined herein) set forth on the signature pages thereto (the “Original Registration Rights Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • California
We understand and agree that the arbitration shall take place in San Diego, California, or, at the Employee’s option, the county in which the Employee resides at the time the arbitrable dispute or claim arose.
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks
This Third Amendment to Stock Purchase Agreement (this “Amendment”), dated as of April 15, 2008, is made by and among Iakona, Inc. (“Iakona”), Jason Kulpa (“Kulpa”, and together with Iakona, “Seller”), All Ad Acquisition Inc. (“Buyer”) and solely for purposes of Section 9.3 of the Purchase Agreement, Duncan Capital Partners LLC (“Duncan Capital”). Each of Seller, Buyer and Duncan Capital are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
JOSEPH GUNNAR SHARE ISSUANCE AND WAIVER AGREEMENTShare Issuance and Waiver Agreement • August 26th, 2008 • Morlex Inc /Co • Blank checks • New York
This Share Issuance and Waiver Agreement (“Agreement”) is entered into as of August 20, 2008, by and between you, Joseph Gunnar & Co., LLC (“Gunnar” or “you”) and Morlex, Inc. (“Morlex”, and together with Gunnar, the “Parties”) with reference to the following recitals of facts:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the ____ day of April, 2008, by and between Morlex, Inc. (the “Company”), a corporation organized under the laws of the State of Colorado, and ______________ (the “Purchaser”).
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 5th, 2008 • Morlex Inc /Co • Blank checks
This Second Amendment to Stock Purchase Agreement (this “Amendment”), dated as of February 28, 2008, is made by and among Iakona, Inc. (“Iakona”), Jason Kulpa (“Kulpa”, and together with Iakona, “Seller”) and All Ad Acquisition Inc. (“Buyer”). Each of Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
REDEMPTION AGREEMENTRedemption Agreement • December 19th, 2006 • Morlex Inc /Co • Blank checks • New York
This Agreement (the “Agreement”) is made as of the 18th day of December, 2006 by and between Morlex, Inc., a Colorado corporation having its offices at c/o Resource Management Partners, Inc., 1690 Washington Avenue, Bohemia, NY 11716 (the “Issuer”) and Donald Barrick, with an address at c/o Resource Management Partners, Inc., 1690 Washington Avenue, Bohemia, NY 11716 (the “Seller”).
Investment Banking Services AgreementInvestment Banking Services Agreement • June 3rd, 2008 • Morlex Inc /Co • Blank checks • New York
This Agreement has been entered into and is effective May 28, 2008 by and between Morlex, Inc., a Colorado corporation (“MORLEX”) and Joseph Gunnar & Co., LLC (“JGUN”). By execution of this agreement (the “Agreement”), MORLEX agrees to retain JGUN and JGUN agrees to be retained by MORLEX, pursuant to the following terms and conditions:
STOCK PURCHASE AGREEMENT by and between MORLEX, INC., ALL AD ACQUISITION, INC., and the SHAREHOLDERS OF ALL AD ACQUISITION, INC. LISTED ON THE SIGNATURE PAGES HERETO Dated as of February 14, 2008Stock Purchase Agreement • February 14th, 2008 • Morlex Inc /Co • Blank checks • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 14, 2008, is made and entered into by and between Morlex, Inc., a Colorado corporation (the “Purchaser”), All Ad Acquisition, Inc., a Delaware corporation (the “Company”) and each shareholder of the Company listed on the signature pages hereto (each a “Seller” and collectively the “Sellers”). The Purchaser, the Company and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MORLEX, INC. and the HOLDERS set forth on the signature pages hereto Dated as of February 14, 2008Registration Rights Agreement • February 14th, 2008 • Morlex Inc /Co • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2008 (the “Closing Date”), by and among Morlex, Inc., a Colorado corporation (the “Company”) and the Holders (as defined herein) set forth on the signature pages hereto.
SECURITIES PURCHASE AGREEMENT By and Between MORLEX, INC. and THE INVESTORS Dated as of March __, 2008Securities Purchase Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
SECURITIES PURCHASE AGREEMENT, dated as of _____, 2008 (this “Agreement”), by and among Morlex, Inc. (the “Company”), and each of the persons and entities listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).
Joint Filing AgreementJoint Filing Agreement • April 25th, 2008 • Morlex Inc /Co • Blank checks
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Schedule 13D, including amendments thereto, with respect to the shares of Common Stock, par value $0.001 per share of Morlex, Inc. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
