Commerce Planet – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (February 26th, 2009)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.
Commerce Planet – ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED OF COMMERCE PLANET, INC. (January 30th, 2009)This Amendment was approved by the required vote of stockholders in accordance with the Utah Revised Business Corporation Act. The total number of outstanding shares of each class entitled to vote for the Amendment was 49,637,252 shares of common stock and 26 shares of Series D Preferred Stock. The number of shares of each class voting for the Amendment equaled or exceeded the vote requires, that being over fifty (50%) percent. The Amendment was approved by a vote of 28,694,217 shares, or 57.8% of all shares entitled to vote.
Commerce Planet – REGISTRATION RIGHTS AGREEMENT (January 27th, 2009)This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2009 (the “Closing Date”), by and among Superfly Advertising, Inc., a Delaware corporation (the “Company”) and the Holders (as defined herein) set forth on the signature pages hereto.
Commerce Planet – Superfly Advertising, Inc. (January 27th, 2009)Reference is made to those certain associated liabilities (the “Associated Liabilities”) set forth in Schedule 2.4 to the Amended and Restated Asset Purchase Agreement (the “Agreement”) dated as of December 16, 2008 by and among Commerce Planet, Inc. (the “Company”), its wholly-owned subsidiaries, Legacy Media, LLC, a California limited liability company (“Legacy”), and Consumer Loyalty Group, LLC, a California limited liability company (“CLG” and collectively with Legacy, the “Sellers”), Superfly Advertising, Inc. (F/K/A Morlex, Inc.), a Delaware corporation (“Superfly Parent”) and its wholly-owned subsidiary Superfly Advertising, Inc., an Indiana corporation (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
Commerce Planet – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 27th, 2009)THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated January 21, 2009 (the “Assignment and Assumption Agreement”) by and among COMMERCE PLANET, INC., a Utah corporation (the "Parent"), LEGACY MEDIA LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“Legacy”), CONSUMER LOYALTY GROUP, LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“CLG” and collectively with Legacy, the “Sellers”), SUPERFLY ADVERTISING, INC., a Delaware corporation f/k/a Morlex, Inc. (the “Superfly Parent”), and SUPERFLY ADVERTISING, INC., an Indiana corporation, and a wholly-owned subsidiary of Superfly Parent (the “Purchaser”). Capitalized terms not defined herein shall have such meanings as set forth in the Amended and Restated Asset Purchase Agreement.
Commerce Planet – COMMERCE PLANET, INC. FORM OF Convertible note (January 13th, 2009)FOR VALUE RECEIVED, COMMERCE PLANET, INC., a Utah corporation (the "Company"), hereby promises to pay to the order of _________________ or registered assigns (the "Holder"), the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, this "Note") is one of an
Commerce Planet – SECURITIES PURCHASE AGREEMENT (January 13th, 2009)THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 7th day of January, 2009, by and among Commerce Planet, Inc., a Utah corporation, with an address at 30 South La Patera Lane, Suite 8, Goleta, California 93117 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
Commerce Planet – FORM OF WARRANT (January 13th, 2009)THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.
Commerce Planet – 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 CORPORATION, LEGACY MEDIA LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND CONSUMER LOYALTY GROUP LLC, A CALIFORNIA LIMITED LIABILITY COMPANY DATED AS OF DECEMBER 16, 2008 (December 17th, 2008)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.”
Commerce Planet – Commerce Planet Announces Amended Agreement for the Planned Sale of Operating Assets to Superfly Advertising (December 17th, 2008)GOLETA, Calif.--(BUSINESS WIRE)--December 17, 2008--Commerce Planet, Inc. (OTCBB:CPNE) today stated that it has entered into an Amended and Restated Asset Purchase Agreement to sell certain operating assets of Consumer Loyalty Group, LLC and Legacy Media, LLC to Superfly Advertising, Inc. (OTCBB:SPFL.PK).
Commerce Planet – ASSET PURCHASE AGREEMENT BY AND AMONG MORLEX, INC. AND SUPERFLY ADVERTISING, INC. AND COMMERCE PLANET, INC., LEGACY MEDIA LLC, AND CONSUMER LOYALTY GROUP LLC DATED AS OF SEPTEMBER 16, 2008 (September 18th, 2008)THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 16, 2008, is made and entered into by and among Morlex, Inc., a Colorado corporation (the “Morlex”), Superfly Advertising, Inc., an Indiana corporation, and a wholly-owned subsidiary of Morlex (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.” Morlex, the Purchaser, the Parent, Legacy and CLG are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
Commerce Planet – Commerce Planet Announces Agreement to Sell Consumer Loyalty Group and Legacy Media for $4 Million of Cash and Stock Company Anticipates Filing Its Full Year 2007 and First and Second Quarterly Reports for 2008 as Soon as Possible, and Thereafter, a Proxy Statement to Obtain Shareholder Approval of the Sale (September 18th, 2008)GOLETA, Calif.--(BUSINESS WIRE)--September 18, 2008--Commerce Planet, Inc. (OTCBB: CPNE), announced today that it has signed a definitive agreement to sell the assets of Commerce Planet’s subsidiaries, Legacy Media LLC (“Legacy”) and Consumer Loyalty Group, LLC (“CLG”) to Superfly Advertising, Inc., a wholly owned subsidiary of Morlex, Inc. (OTC Pink Sheets: MORX) (“Morlex”). Morlex is a leading innovator in direct-to-consumer internet marketing.
Commerce Planet – VOTING AGREEMENT (September 18th, 2008)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”).
Commerce Planet – Contract (September 18th, 2008)THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.
Commerce Planet – FORM OF PLEDGE AND SECURITY AGREEMENT (September 18th, 2008)THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is entered into as of the dated as of the __th 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.”
Commerce Planet – FORM OF UNCONDITIONAL GUARANTY AGREEMENT (September 18th, 2008)THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”), dated as of the __TH 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.”
Commerce Planet – SETTLEMENT AGREEMENT (May 28th, 2008)THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made as of May 22, 2008 (the “Settlement Date”), by and between COMMERCE PLANET, INC., a Utah corporation, with its principal executive offices at 30 South La Patera Lane, Suite 8, Goleta, California 93117 (the “Company”), CHARLES GUGLIUZZA, a California resident and OLIVE TREE HOLDINGS, LLC, a California limited liability company with an address at 17 Chardonnay Dr., Ladera Ranch, California 92694 (hereinafter, “Gugliuzza”). The Company and Gugliuzza may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”
Commerce Planet – SETTLEMENT AGREEMENT (May 28th, 2008)THIS SETTLEMENT AGREEMENT (the “Settlement Agreement”) is made as of May 22, 2008 (the “Settlement Date”), by and between COMMERCE PLANET, INC., a Utah corporation, with its principal executive offices at 30 South La Patera Lane, Suite 8, Goleta, California 93117 (the “Company”), MICHAEL HILL, a California resident, with an address at 304 Sherwood Dr., Santa Barbara, California 93110 (“Hill”). The Company and Hill may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”
Commerce Planet – Share Repurchase Agreement (January 7th, 2008)This SHARE REPURCHASE AGREEMENT (this "Agreement"), dated as of December 26, 2007, is made by and between Commerce Planet, Inc. (the "Company") and Charles Gugliuzza ("Gugliuzza").
Commerce Planet – PROMISSORY NOTE (January 7th, 2008)FOR VALUABLE CONSIDERATION, Commerce Planet, Inc. ("Borrower") promises to pay to the order of Charles Gugliuzza (together with his successors and assigns, individually and collectively, "Gugliuzza") at 17 Chardonnay Dr., Ladera Ranch, California 92694 or such other place as Gugliuzza may specify in writing, the principal sum of Four Hundred Twenty Seven Thousand Dollars ($427,000) together with interest at the rate of eight percent (8.00%) per annum compounded monthly until the Maturity Date, subject to the terms and conditions set forth in this Promissory Note. All obligations under this Promissory Note are payable in lawful money of the United States. The entire outstanding principal balance, together with all accrued and unpaid interest thereon, shall be due and payable on June 30, 2008 (the "Maturity Date"), unless the extension option is exercised in which case the entire outstanding principal balance, together with all accrued and unpaid interest will be due on December 31, 2008
Commerce Planet – EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT 1 (October 26th, 2007)THIS AMENDMENT (the “Amendment”) TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter “Company”) and CHARLIE GUGLIUZZA, with all rights assigned to his consulting company Olive Tree Holdings, LLC (hereafter “Consultant”) and is effective as of November 5, 2007.
Commerce Planet – EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT 1 (October 26th, 2007)THIS AMENDMENT (the “Amendment”) to the Executive Employment Agreement of Michael Hill dated September 1, 2006 (the “Agreement”) is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter “Company”) and Michael Hill, (hereafter “Employee”). This Amendment shall modify and amend the terms of the Agreement. The effective date of this Amendment is November 5, 2007. All capitalized terms used herein shall have the same meaning as in the Agreement, unless stated otherwise.
Commerce Planet – EXECUTIVE EMPLOYMENT AGREEMENT (October 26th, 2007)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.
Commerce Planet – AGREEMENT AND PLAN OF MERGER Dated as of October 12, 2007 by and among Commerce Planet, Inc., I-Corp. Merger Sub, LLC, I-Corp. Acquisition Sub, Inc., Iventa Corporation, the Designated Stockholders identified herein, Jamison Stafford, and Jamison Stafford, as Stockholder Representative. (October 19th, 2007)THIS AGREEMENT AND PLAN OF MERGER dated as of October 12, 2007 (this "Agreement"), is made and entered into by and among Commerce Planet, Inc., a Utah corporation ("Buyer"), I-Corp. Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of Commerce Planet, Inc. ("Merger Sub"), I-Corp. Acquisition Sub, Inc., California corporation ("Acquisition Sub"), Iventa Corporation, a California (the "Company"), each of the Company's stockholders identified on Exhibit A hereto (each a "Designated Stockholder" and collectively the "Designated Stockholders"), and Jamison Stafford, individually, and in his capacity as Stockholder Representative.
Commerce Planet – AGREEMENT OF MERGER OF PARENT MERGER SUB AND COMPANY (October 19th, 2007)This Agreement of Merger, is made as of the 15th day of October, 2007 (“Agreement of Merger”), by and among Commerce Planet, Inc., a Utah corporation (“Parent”), I-Corp Acquisition Sub, Inc., a California corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Iventa Corporation, a California corporation (the “Company”).
Commerce Planet – EMPLOYMENT AGREEMENT (October 19th, 2007)THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as of October 15, 2007, by and between Iventa Corporation, a Delaware corporation (the "Company"), I-Corp. Acquisition Sub, Inc., California corporation ("Acquisition Sub"), and Jamison Stafford, residing at the address set forth on the signature page hereto (the "Executive"). This Agreement shall be effective upon signing.
Commerce Planet – Re: CONFIDENTIAL Binding Letter of Intent For Purchase of Iventa (September 7th, 2007)We are pleased to present this proposal which serves as our Letter of Intent ("LOI") under which on a date that shall be agreed upon between the parties, Commerce Planet, Inc., a Utah corporation ("Purchaser" or "CP") will acquire all of the stock of Iventa Corporation ("Seller" or "Iventa") for the consideration set forth below and pursuant to the other terms and conditions of this LOI. This LOI and the provisions hereof are binding on the parties hereto except as specifically stated in Section IV below.
Commerce Planet – REGISTRATION RIGHTS AGREEMENT (February 21st, 2007)This Registration Rights Agreement (this "Agreement") is dated as of February 12, 2007, by and among Commerce Planet, Inc., a Utah corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
Commerce Planet – SECURITIES PURCHASE AGREEMENT (February 21st, 2007)This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 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”).
Commerce Planet – REGISTRATION RIGHTS AGREEMENT (February 21st, 2007)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").
Commerce Planet – SECURITIES PURCHASE AGREEMENT (February 21st, 2007)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”).
Commerce Planet – EXECUTIVE EMPLOYMENT AGREEMENT (September 11th, 2006)Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter "Employer" or "Commerce"), and CHARLIE GUGLIUZZA (hereafter "Employee") and is effective as of date stated below. Employer and Employee may for convenience of reference be collectively referred to as "Parties". R E C I T A L S: WHEREAS, Employer is a publicly traded media company offering media products, lead generation services and marketing tools to its client partners; and WHEREAS, Employee desires to become employed by Employer as its President and the Parties desire to confirm the terms of the employment of Employee by Employer as herein set forth and hereby enter into this Agree
Commerce Planet – EXECUTIVE EMPLOYMENT AGREEMENT (September 11th, 2006)Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter "Employer" or "Commerce"), and MICHAEL HILL (hereafter "Employee") and is effective as of the date stated below. Employer and Employee may for convenience of reference be collectively referred to as "Parties". R E C I T A L S: WHEREAS, Employer is a publicly traded media company offering media products, lead generation services and marketing tools to its client partners; and WHEREAS, Employee desires to become employed by Employer as its Chief Executive Officer (the "CEO") under the following terms and the Parties desire to confirm the terms of the employment of Emplo
Newave Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 8th, 2006)Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT ----------------------------- THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between COMMERCE PLANET, INC., a Utah corporation (hereafter "Employer" or "Commerce"), and MIGUEL VAZQUEZ (hereafter "Employee"). Employer and Employee may for convenience of reference be collectively referred to as "Parties". R E C I T A L S: WHEREAS, Employer is a publicly traded media company offering media products, lead generation services and marketing tools to its client partners and has printing and other fulfillment work needs; and WHEREAS, Employee maintains experience in printing and fulfillment work and desires to commence employment for Employer on May 31, 2006, and the Parties desire to confirm the terms of t
Newave Inc – ARTICLES OF AMENDMENT (June 8th, 2006)Exhibit 3.1 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEWAVE, INC ------------ NeWave, Inc., a corporation organized and existing under Utah's Business Corporation Act (the "Corporation"), DOES HEREBY CERTIFY: ONE: The following amendment of the Amended and Restated Articles of Incorporation was approved by the shareholders of the corporation in the manner required by the Amended and Restated Articles of Incorporation: (1) RESOLVED, that Article First of the Amended and Restated Articles of Incorporation of NeWave, Inc. is hereby amended to read as follows: "FIRST: The name of
