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 X.X. Xxx 0000, Xxxxxxxxx, XX 00000 (the "Company") and XXXXXXX X.
XXXXX, with an address at 0000 X. Xxxxx Xxx, Xxxxxx, XX 00000 ("Purchaser").
WHEREAS, the Company desires to sell, and the Purchaser desires to
sell, an aggregate of thirty-five million seven hundred and ninety thousand
(35,790,000) shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share (the "Common Stock") upon the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the Company and the Purchaser hereby
agree as follows:
SECTION 1: SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof,
and in reliance upon the representations, warranties and agreements contained
herein, the Company will sell and deliver to the Purchaser and the Purchaser
will purchase from the Company, upon the execution and delivery hereof, the
Shares for a purchase price equal to cancellation of all existing indebtedness
of the Company to Purchaser.
SECTION 2: CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held following the execution and delivery of
this Agreement (the "Closing Date") at such time and place as shall be mutually
agreed upon by the Company and the Purchaser.
2.2 Delivery; Conversion of Principal and Interest Due. At the Closing,
the Company will deliver to the Purchaser stock certificates registered in the
Purchaser's name, representing the number of Shares to be purchased by Purchaser
hereunder, against payment of the purchase price therefor by forgiveness of all
indebtedness, including all principal and interest owed by the Company to
Purchaser pursuant to certain loans made by Purchaser to the Company, upon which
all such principal and interest shall be deemed paid in full by the Company and
as to which the Purchaser hereby releases and discharges the Company in full
thereupon.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF COMPANY
3.1 Capitalization. The Company hereby represents and warrants to the
Purchaser that, immediately prior to the Closing, the Company's authorized
capital stock will consist of 1,000,000,000 shares of its Common Stock, of which
89,710,000 shares will be issued and outstanding immediately prior to the
Closing.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
4.1 Experience. It has such knowledge and experience in financing and
business matters that it is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed decision and has the capacity
to protect its own interests.
4.2 Investment; Access to Data. It is acquiring the Shares for
investment for its own account, not as a nominee or agent and not with the view
to, or for resale in connection with, any distribution thereof. It has had an
opportunity to discuss the Company's business, management and financial affairs
with the Company's management and has been supplied with all information it
deems necessary to make an informed investment decision. It acknowledges that
the Company operates as a public "shell" seeking to acquire or merge with an
operating business, as to which there can be no assurance, possibly causing an
entire loss of Purchaser's investment in the Company.
4.3 Authorization. (a) This Agreement, upon execution and delivery
thereof, will be a valid and
binding obligation of Purchaser, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors' rights generally.
(b) The execution, delivery and performance by Purchaser of
this Agreement and compliance therewith and the purchase and sale of the Shares
will not result in a violation of and will not conflict with, or result in a
breach of, any of the terms of, or constitute a default under, any provision of
state or Federal law to which Purchaser is subject, or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which the Purchaser is a party or by which it is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of Purchaser pursuant to any such term.
4.4 Accredited Investor. Purchaser is an accredited investor as defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended by
virtue of Purchaser's status as a director, Chairman and President of the
Company.
SECTION 5: MISCELLANEOUS
5.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Colorado, without regard to conflicts of laws
principles thereof.
5.2 Survival. The representations, warranties, covenants and
agreements made herein shall survive the Closing.
5.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
5.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire and full understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed
by all the parties hereto.
5.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
AMERICA ONLINE, INC.
By:
Xxxxxxx X. Xxxxx, President
/S/ XXXXXXX X. XXXXX
-----------------------------
XXXXXXX X. XXXXX
EXHIBIT 10.2
COMMON STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of the 14th day of July, 1998, by and between
Morlex, Inc., a Colorado corporation with offices in Englewood, Colorado (the
"Company") and Xxxxxx X. Xxxxxxx with an address at 0000 Xxx Xxxx Xxx., Xxxxx
Xxxx, Xxxxxxxxxx 00000 ("Purchaser").
WHEREAS, the Purchaser desires to purchase, and the Company desires to
sell, an aggregate of ninety-four million two hundred and sixty thousand
(94,260,000) shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share (the "Common Stock") upon the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Purchaser and the Company hereby agree as
follows:
SECTION 1: SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser will purchase
from the Company, upon the execution and delivery hereof, the Shares for a
purchase price equal to par value of each share, at $.0001 per share or an
aggregate of $9,426, of which $3,000 will be paid in cash and the remainder is
deemed paid by the previous rendering, during 1998, of consulting and financial
advising services to the Company by Purchaser.
SECTION 2: CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held immediately following the execution and
delivery of this Agreement.
2.2 Delivery at Closing. At the Closing, the Company will deliver to
the Purchaser stock certificates registered in the Purchaser's name,
representing the number of Shares to be purchased by Purchaser hereunder,
against payment of the purchase price therefor by check of the Purchaser.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF COMPANY
3.1 Capitalization. The Company hereby represents and warrants to the
Purchaser that, immediately prior to the Closing, the Company's authorized
capital stock will consist of 1,000,000,000 shares of its Common Stock, of which
125,680,000 shares will be issued and outstanding immediately prior to the
Closing.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
4.1 Experience. It has such knowledge and experience in financing and
business matters that it is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed decision and has the capacity
to protect its own interests.
4.2 Investment; Access to Data. It is acquiring the Shares for
investment for its own account, not as a nominee or agent and not with the view
to, or for resale in connection with, any distribution thereof. It has had an
opportunity to discuss the Company's business, management and financial affairs
with the Company's management and has been supplied with all information it
deems necessary to make an informed investment decision. It acknowledges that
the Company operates as a public "shell" seeking to acquire or merge with an
operating business, as to which there can be no assurance, possibly causing an
entire loss of Purchaser's investment in the Company.
4.3 Authorization. (a) This Agreement, upon execution and delivery
thereof, will be a valid and
binding obligation of Purchaser, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization and moratorium laws
and other laws of general application affecting enforcement of creditors' rights
generally.
(b) The execution, delivery and performance by Purchaser of
this Agreement and compliance therewith and the purchase and sale of the Shares
will not result in a violation of and will not conflict with, or result in a
breach of, any of the terms of, or constitute a default under, any provision of
state or Federal law to which Purchaser is subject, or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which the Purchaser is a party or by which it is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of Purchaser pursuant to any such term.
4.4 Accredited Investor. Purchaser is an accredited investor as defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
SECTION 4: MISCELLANEOUS
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Colorado, without regard to conflicts of laws
principles thereof.
4.2 Survival. The terms, conditions and agreements made herein shall
survive the Closing.
4.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
4.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire and full understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed
by all the parties hereto.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
MORLEX, INC.
By:
/S/ XXXXXXX X. XXXXX
-----------------------------
XXXXXXX XXXXX, PRESIDENT
/s/ XXXXXX X. XXXXXXX
-----------------------------
XXXXXX X. XXXXXXX
EXHIBIT 10.3
COMMON STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of the 14th day of July, 1998, by and between
Morlex, Inc., a Colorado corporation with offices in Englewood, Colorado (the
"Company") and Xxxxxxxx X. Xxxxxx with an address at 000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("Purchaser").
WHEREAS, the Purchaser desires to purchase, and the Company desires to
sell, an aggregate of ninety-four million two hundred and sixty thousand
(94,260,000) shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share (the "Common Stock") upon the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and the Purchaser hereby agree as
follows:
SECTION 1: SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser will purchase
from the Company, upon the execution and delivery hereof, the Shares for a
purchase price equal to par value of each share, at $ .0001 per share or an
aggregate of $9,426, of which $3,000 will be paid in cash and the remainder is
deemed paid by the previous rendering, during 1998, of and consulting and
financial advising services to the Company by Purchaser.
SECTION 2: CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held immediately following the execution and
delivery of this Agreement.
2.2 Delivery at Closing. At the Closing, the Company will deliver to
the Purchaser stock certificates registered in the Purchaser's name,
representing the number of Shares to be purchased by Purchaser hereunder,
against payment of the purchase price therefor by check of the Purchaser.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF COMPANY
3.1 Capitalization. The Company hereby represents and warrants to the
Purchaser that, immediately prior to the Closing, the Company's authorized
capital stock will consist of 1,000,000,000 shares of its Common Stock, of which
125,680,000 shares will be issued and outstanding immediately prior to the
Closing.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
4.1 Experience. It has such knowledge and experience in financing and
business matters that it is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed decision and has the capacity
to protect its own interests.
4.2 Investment; Access to Data. It is acquiring the Shares for
investment for its own account, not as a nominee or agent and not with the view
to, or for resale in connection with, any distribution thereof. It has had an
opportunity to discuss the Company's business, management and financial affairs
with the Company's management and has been supplied with all information it
deems necessary to make an informed investment decision. It acknowledges that
the Company operates as a public "shell" seeking to acquire or merge with an
operating business, as to which there can be no assurance, possibly causing an
entire loss of Purchaser's investment in the Company.
4.3 Authorization. (a) This Agreement, upon execution and delivery
thereof, will be a valid and binding obligation of Purchaser, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors' rights generally.
(b) The execution, delivery and performance by Purchaser of
this Agreement and compliance therewith and the purchase and sale of the Shares
will not result in a violation of and will not conflict with, or result in a
breach of, any of the terms of, or constitute a default under, any provision of
state or Federal law to which Purchaser is subject, or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which the Purchaser is a party or by which it is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of
the properties or assets of Purchaser pursuant to any such term.
4.4 Accredited Investor. Purchaser is an accredited investor as defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
SECTION 4: MISCELLANEOUS
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of New York, without regard to conflicts of laws
principles thereof.
4.2 Survival. The terms, conditions and agreements made herein shall
survive the Closing.
4.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
4.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire and full understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed
by all the parties hereto.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
MORLEX, INC.
By:
/S/ XXXXXXX X. XXXXX
-----------------------------
XXXXXXX XXXXX, PRESIDENT
/s/ XXXXXXXX X. XXXXXX
-----------------------------
XXXXXXXX X. XXXXXX
