VOTING AGREEMENTVoting Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies • 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”).
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, 2008Asset Purchase Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies • New York
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.”
FORM OF PLEDGE AND SECURITY AGREEMENTPledge Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies • New York
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.”
FORM OF UNCONDITIONAL GUARANTY AGREEMENTForm of Unconditional Guaranty Agreement • September 18th, 2008 • Commerce Planet • Services-advertising agencies
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.”
