CONSULTING AGREEMENT THIS is dated for reference the 3rd day of October, 2000 BETWEEN: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC., a company incorporated pursuant to the laws of the State of Nevada, of Suite 201, 4199 Lougheed Highway, Burnaby,...Consulting Agreement • March 19th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
STOCK OPTION AGREEMENT ---------------------- MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. THIS is entered into as of the 25th day of October, 2000 (the "Date of Grant") BETWEEN: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company...Stock Option Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments
ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTORServices Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as of August 18, 2000 by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Borrower" or the "Grantor"), in favor of the Holders (as set...Security Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") is made and entered into as of August 18, 2000 by and between MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC., a Nevada corporation (the "Pledgor") and the Holders (as set forth in Exhibit A...Pledge Agreement • January 10th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
AGREEMENT AND PLAN OF SHARE EXCHANGE ------------------------------------ This AGREEMENT AND PLAN OF SHARE EXCHANGE is made as of the 3rd day of April, 2000 AMONG: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation ("Merlin...Share Exchange Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
STOCK OPTION AGREEMENT ---------------------- MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. THIS is entered into as of the 4th day of January, 2001 (the "Date of Grant") BETWEEN: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company...Stock Option Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments
REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of August 18, 2000 among Merlin Software Technologies International, Inc., a Nevada corporation (the...Registration Rights Agreement • February 12th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
INTELLECTUAL PROPERTY SECURITY AGREEMENT AND ASSIGNMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT AND ASSIGNMENT (this "AGREEMENT") is made this 18th day of August, 2000 by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., (the "BORROWER" or the...Intellectual Property Security Agreement • February 12th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTORService Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
AGREEMENTConsulting Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments
MERLIN SOFTWARE TECHNOLOGIES INC. ("MERLIN") RESELLER AGREEMENT The Parties noted below agree as follows: 1. For the purpose of this Agreement: "Effective Date" means the date specified below: "Software" means the computer software programs, in object...Reseller Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
EMPLOYMENT AGREEMENT -------------------- THIS effective as of the 4th day of January, 2001 (the "Effective Date"): BETWEEN: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated pursuant to the laws of the State of Nevada, of 4199...Employment Agreement • March 19th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTORService Agreement • November 20th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
OEM Agreement This OEM Agreement is dated October 16, 2000 and is by and between the following Parties: Caldera: Caldera Systems, Inc. 240 West Center Street Orem, UT 84057 Tel.: (801) 765-4999 Fax: (801) 765-1313 OEM: Merlin Software Technologies...Oem Agreement • November 6th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • Utah
SUBSIDIARY GUARANTY AGREEMENT ------------------------------- THIS SUBSIDIARY GUARANTY AGREEMENT (the "Guaranty Agreement" or the "Guaranty"), dated as of August 18, 2000, is made by MERLIN SOFTWARE TECHNOLOGIES, INC., a Nevada corporation (the...Subsidiary Guaranty Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
ARTICLE 1 APPOINTMENT AND AUTHORITY OF CONTRACTORContractor Agreement • February 21st, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
EMPLOYMENT AGREEMENT -------------------- THIS effective as of the 4th day of January, 2001 (the "Effective Date"): BETWEEN: MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated pursuant to the laws of the State of Nevada, of 4199...Employment Agreement • March 19th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
Agreement This AGREEMENT, made as of the 15th day of February, 2000 by and between a ---- -------- ---- Merlin Software corporation with principal offices at ("VENDOR") and Ebiz Enterprizes, Inc. ("Ebiz") DBA "TheLinuxStore.com".Distribution Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • Arizona
MERLIN SOFTWARE TECHNOLOGIES INC. ("MERLIN") RESELLER AGREEMENT The Parties noted below agree as follows: 1. For the purpose of this Agreement: "Effective Date" means the date specified below: "Software" means the computer software programs, in object...Reseller Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF AUGUST 18 , 2000 BY AND BETWEEN MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC., MAKER AND SELLER, MERLIN SOFTWARE TECHNOLOGIES, INC.Note and Warrant Purchase Agreement • January 10th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • Nevada
THIS AGREEMENT is made effective as of the 28th day of September, 2001. BETWEEN:Services Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • British Columbia
MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a company incorporated under the laws of the State of Nevada, of Suite 200/201 - 4199 Lougheed Highway, Burnaby, British Columbia, Canada
SHELLEY MONTGOMERY Suite 420-6450 Roberts Street Barnaby, British Columbia, Canada V5G 4E1 Narragansett I, L.P. Narragansett Offshore Ltd. SDS Merchant Fund, L.P. Pequot Scout Fund, L.P. Re: Management Lock-up and Tag Along Rights Agreement...Management Lock-Up and Tag Along Rights Agreement • March 19th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 22, 2002, by and among Merlin Software Technologies International, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), and the undersigned (together with their affiliates, the "Initial Investors").
ESCROW AGREEMENTEscrow Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
SDS MERCHANT FUND, L.P., a limited partnership formed under the laws of the State of Delaware, as escrow agent (herein called the "Escrow Agent")
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") is made and entered into as of May 23, 2002 by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Borrower" or the "Grantor"), in favor of the holders (as set forth in Schedule 2) of the Notes (each a "Secured Party" and collectively the "Secured Parties"). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Purchase Agreement (as defined below).
MERLIN SOFTWARE TECHNOLOGIES INC. ("MERLIN") RESELLER AGREEMENT The Parties noted below agree as follows: 1. For the purpose of this Agreement: "Effective Date" means the date specified below: "Software" means the computer software programs, in object...Reseller Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. Suite 200/201 - 4199 Lougheed Highway Burnaby, British Columbia, Canada V5C 3Y6Employment Agreement • April 16th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software
We are pleased to offer you the position of investor relations facilitator with Merlin Software Technologies International, Inc. (the "Company"). This letter (the "Letter Agreement") sets out the terms and conditions upon which the Company is prepared to employ you. Your execution of this Letter Agreement constitutes you acceptance of the following terms and conditions:
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "AGREEMENT") is made this 23rd day of May, 2002 by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., (the "BORROWER" or the "GRANTOR") in favor of the Holders (as set forth in Schedule V hereto) of the Notes (as hereinafter defined) (each a "SECURED PARTY" and collectively the "SECURED PARTIES").
Software Escrow AgreementSoftware Escrow Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Georgia
This Software Escrow Agreement ("Agreement") among Merlin Software Technologies International, Inc., a Nevada corporation (the "Parent"), and Merlin Software Technologies, Inc., a Nevada corporation (the "Subsidiary"), Escrow Associates, LLC ("Escrow Associates"), and MASUBI LLC, a Delaware limited liability company ("Licensee") is effective on this 22nd day of July 2002 (the "Effective Date"). Unless as provided herein, the Subsidiary together with Parent shall be jointly referred to as the "Licensor").
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
AMENDMENT NO. 1 TO SECURITY AGREEMENT dated as of July 22, 2002 (this "Amendment No. 1") executed and delivered pursuant to the Security Agreement, referred to below, by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Borrower" or the "Grantor"), in favor of the holders (as set forth in Schedule I) of the Notes (as defined herein) (each a "Secured Party" and collectively the "Secured Parties").
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of July 22, 2002 (this "Amendment No. 1") executed and delivered pursuant to the IP Security Agreement, referred to below, by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Borrower" or the "Grantor"), in favor of the holders (as set forth in Schedule I) of the Notes (as defined herein) (each a "Secured Party" and collectively the "Secured Parties").
ESCROW AGREEMENTEscrow Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
KANE KESSLER, P.C., Attorneys-at-Law, a professional corporation incorporated under the laws of the State of New York, with an address at 1350 Avenue of the Americas, New York, N.Y. 10019 (herein called the "Escrow Agent")
TRADE-MARK and COPYRIGHT LICENSE (NORTH AMERICA) THIS AGREEMENT made the 8 day of August, 2000. BETWEEN: Merlinesque, a company incorporated pursuant the laws of the State of Nevada, USA, having its head office at 98 Strong Road, Anmore British...Trade-Mark and Copyright License • January 10th, 2001 • Merlin Software Technologies International Inc • Non-operating establishments • British Columbia
ELinux, Vendor Agreement -------------------------- 2555 W. 190th Street Torrence, CA 90504 (877)-38-LINUX www.eLinux.com -------------- This agreement is by and between Merlin Software located at "Vancouver, B.C." (herein called "Vendor") and...Vendor Agreement • April 14th, 2000 • Merlin Software Technologies International Inc • Non-operating establishments • California
