Investment Banking Services Agreement
This
Agreement has been entered into and is effective May 28, 2008 by and between
Morlex, Inc., a Colorado corporation (“MORLEX”) and Xxxxxx Xxxxxx & 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:
1.
Services.
JGUN
shall devote general advisory time and attention to any presently ongoing and
potentially upcoming MORLEX business combinations, future financings (including
JGUN’s right to cover co-underwrite any such contemplated future financings by
MORLEX during the term of this Agreement), general corporate finance or
corporate advisory matters about which MORLEX shall request JGUN’s services,
pursuant to the direction of Xxxxx X. Xxxxx, MORLEX’s Chief Executive Officer,
or others designated by such Chief Executive Officer, as shall be determined
reasonable, in scope and time required, by JGUN. It is acknowledged by MORLEX
and JGUN that MORLEX shall not be required to accept nor use any services
provided by JGUN.
2.
Term. JGUN’s
retention shall be for twelve (12) months commencing May 28, 2008 (the “Term”),
which Term may be renewed upon mutual agreement of the parties hereto.
3. Non-exclusivity;
Compensation.
JGUN’s
engagement hereunder shall be non-exclusive. MORLEX and JGUN agree that JGUN’s
compensation for and in connection with corporate finance, future financings
and
corporate advisory needs, including, without limitation, merger, acquisition,
sale of assets, joint venture shall be determined, on a case-by-case basis,
by
mutual agreement of the parties hereto. MORLEX shall reimburse JGUN, as and
when
billed, for out-of-pocket expenses reasonably incurred by JGUN in connection
with services provided or to be provided. Such expenses contemplated may
include, but are not limited to, printing, postage, travel, and lodging. It
is
acknowledged by JGUN that no single such expense in excess of $1,000 or monthly
aggregate expense in excess of $5,000 shall be incurred without prior approval
by MORLEX.
4.
Liability
and Indemnification.
(a)
It
is
acknowledged by MORLEX that JGUN shall not be subject to liability to MORLEX
or
to any affiliate, officer, director, employee, shareholder or creditor of MORLEX
by virtue of any act or omission in the course of or connected with the
rendering or providing the services contemplated hereunder, except for JGUN
acts
of bad faith, willful misconduct or gross negligence.
(b)
MORLEX
agrees to defend, indemnify and hold harmless JGUN from and against any and
all
costs, expenses, and liabilities (including reasonable attorney's fees) which
may in any way result from Services rendered by JGUN pursuant to or in
connection with this Agreement, except for JGUN acts of bad faith, willful
misconduct or gross negligence.
5.
Notices. Notices
must be sent to MORLEX and JGUN at their respective addresses set forth above
to
the attention of Xxxxx X. Xxxxx, Chief Executive Officer at MORLEX and Xxxxxxx
X. Xxxxx at JGUN. Any notice must be given by registered or certified mail,
postage prepaid, and shall be deemed to have been given when deposited in the
United States mail. Either party may designate any other address to which Notice
shall be given by giving written notice to the other of such change of address
in the manner described in this section.
6.
Governing
Law.
This
Agreement has been made in the State of New York and shall be construed and
governed in accordance with its laws. Any action relating to this Agreement
may
be brought in Federal and State courts in the City, County and State of New
York.
7.
Entire
Agreement.
This
Agreement contains the entire Agreement between MORLEX and JGUN, and may not
be
altered or modified, except in writing and signed by both.
8.
Binding
Agreement.
This
Agreement shall be binding upon MORLEX and JGUN and their respective heirs,
administrators, successors and assigns and may only be assigned upon written
agreement of MORLEX and JGUN.
The
terms
and conditions described above are understood and acceptable:
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Morlex,
Inc.
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By:
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/s/
Xxxxxxx X. Xxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Chef Operating Officer
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Title:
Chairman
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