EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS AGREEMENTEmployment Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • California
This AGREEMENT (the “Agreement”) is made as of April 15, 2008 (the “Effective Date”), by and between Morlex, Inc., a Colorado corporation with its headquarters located in 420 Lexington Avenue, Suite 450, New York, New York 10155 (the “Company”) and William Huff (the “Executive”). In consideration of the mutual covenants contained in this Agreement, and in consideration for Executive’s participation in the 2008 Omnibus Incentive Compensation Plan, when and if such plan adopted, the Employer and the Executive agree as follows:
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”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 21st, 2008 • Morlex Inc /Co • Blank checks • New York
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”.
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”).
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”).
