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")
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").
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
This Software License Agreement (the "Agreement") is made effective and entered into as of this 22nd day of July, 2002 (the "Effective Date") by and among MASUBI LLC, a Delaware limited liability company ("Licensee"), Merlin Software Technologies International, Inc., a Nevada corporation (the "Parent"), and Merlin Software Technologies, Inc., a Nevada corporation (the "Subsidiary"). Unless as provided herein, the Subsidiary together with Parent shall be jointly referred to as the "Licensor").
ESCROW AGREEMENTEscrow Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
ESCROW AGREEMENT (this "Agreement") dated as of July __, 2002, among Merlin Software Technologies International, Inc., a Nevada corporation ("Merlin"), MASUBI LLC, a Delaware limited liability company ("MASUBI"), SDS Merchant Fund, L.P., a Delaware limited partnership ("SDS"), and Jenkens & Gilchrist Parker Chapin LLP (the "Escrow Agent").
MASUBI LLC SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of July 22, 2002, by and among MASUBI LLC, a Delaware limited liability company (the "Company"), Merlin Software Technologies International, Inc., a Nevada corporation ("Merlin"), SDS Merchant Fund, L.P., a Delaware limited partnership ("SDS"), and the other investors set forth on the signature page hereto (collectively, with SDS, the "Investors").
OPERATING AGREEMENT OF MASUBI LLCOperating Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
This Operating Agreement (this "Agreement") of MASUBI LLC (the "Company"), dated as of July __, 2002, has been adopted by the original Members of the Company. This Agreement, as it may be amended from time to time, shall be binding on any person who at the time is a Member, regardless of whether or not the person has executed this Agreement or any amendment hereto.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "AGREEMENT") is made this 22nd day of July, 2002 by MASUBI LLC, a Delaware limited liability company (the "GRANTOR") in favor of SDS MERCHANT FUND, L.P., a Delaware limited partnership (the "SECURED PARTY").
MASUBI LLCStockholders Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of July ___, 2002, by and among MASUBI LLC, a Delaware limited liability company (the "Company"), the purchasers of the Company's Series A Preferred Units (the "Series A Convertible Preferred Stock"), from time to time listed on Exhibit A hereto (collectively, the "Investors," and each individually, an "Investor") and the holders of the Company's Common Units (the "Common Stock"), from time to time listed on Exhibit B hereto (collectively, the "Common Holders," and each individually, a "Common Holder").
PLEDGE AGREEMENTPledge Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
THIS PLEDGE AGREEMENT (this "Agreement") is made and entered into as of July 22, 2002 by MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC., a Nevada corporation (the "Pledgor"), in favor of the Holders (as set forth in Exhibit A hereto) of the Notes (as defined herein) (collectively, the "Secured Party").
ESCROW AGREEMENTEscrow Agreement • August 21st, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • Delaware
ESCROW AGREEMENT (this "Agreement") dated as of July __, 2002, among MASUBI LLC, a Delaware limited liability company ("MASUBI") and SDS Merchant Fund, L.P., a Delaware limited partnership (the "Buyer"), and Jenkens & Gilchrist Parker Chapin LLP (the "Escrow Agent").
