Tarantella Inc Sample Contracts

RECITALS
Escrow Agreement • August 11th, 2000 • Santa Cruz Operation Inc • Services-prepackaged software • New York
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BY AND AMONG
Agreement and Plan of Reorganization • May 16th, 2001 • Tarantella Inc • Services-prepackaged software • York
RECITALS
Stockholder Agreement • May 16th, 2001 • Tarantella Inc • Services-prepackaged software • Delaware
RECITALS
Escrow Agreement • May 16th, 2001 • Tarantella Inc • Services-prepackaged software • New York
BY AND AMONG
Agreement and Plan of Reorganization • August 11th, 2000 • Santa Cruz Operation Inc • Services-prepackaged software • New York
RECITALS
Agreement and Plan of Reorganization • February 15th, 2001 • Santa Cruz Operation Inc • Services-prepackaged software
RECITALS
Voting Agreement • August 11th, 2000 • Santa Cruz Operation Inc • Services-prepackaged software • Delaware
EXHIBIT 10.1 The Santa Cruz Operation, Inc. COMMON STOCK AND WARRANT PURCHASE AGREEMENT COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • September 22nd, 2000 • Santa Cruz Operation Inc • Services-prepackaged software • California
AND
Preferred Shares Rights Agreement • September 18th, 1997 • Santa Cruz Operation Inc • Services-prepackaged software • California
PURCHASE AGREEMENT
Purchase Agreement • April 6th, 2004 • Tarantella Inc • Services-prepackaged software • California

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of March, 2004 by and among Tarantella, Inc., a California corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

AGREEMENT
Agreement • April 12th, 2002 • Tarantella Inc • Services-prepackaged software
RECITALS
Agreement And • February 15th, 2001 • Santa Cruz Operation Inc • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2004 • Tarantella Inc • Services-prepackaged software • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of March, 2004 by and among Tarantella, Inc., a California corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG SUN MICROSYSTEMS, INC. CHA CHA ACQUISITION CORPORATION AND TARANTELLA, INC. Dated as of May 9, 2005
Agreement and Plan of Merger • May 10th, 2005 • Tarantella Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 9, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), Cha Cha Acquisition Corporation, a California corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Tarantella, Inc., a California corporation (the “Company”).

Contract
Change in Control Agreement • February 14th, 2005 • Tarantella Inc • Services-prepackaged software • California

This Change in Control Agreement (the “Agreement”) dated as of January 17, 2005 is by and between Tarantella, Inc. (the “Company”) with its principal place of business at 425 Encinal Street, Santa Cruz, CA 95060 and Gilbert Williamson (“Mr. Williamson”).

Contract
Tarantella Inc • March 8th, 2004 • Services-prepackaged software • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

PURCHASE AGREEMENT
Purchase Agreement • March 8th, 2004 • Tarantella Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of September, 2003 by and among Tarantella, Inc., a California corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Contract
Tarantella Inc • February 24th, 2004 • Services-prepackaged software • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2004 • Tarantella Inc • Services-prepackaged software • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 10th day of December, 2003 by and among Tarantella, Inc., a California corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

PURCHASE AGREEMENT
Purchase Agreement • March 8th, 2004 • Tarantella Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 10th day of December, 2003 by and among Tarantella, Inc., a California corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

PURCHASE AGREEMENT
Purchase Agreement • March 2nd, 2004 • Tarantella Inc • Services-prepackaged software • California

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of February, 2004 by and among Tarantella, Inc., a California corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2004 • Tarantella Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of September, 2003 by and among Tarantella, Inc., a California corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Settlement Agreement • October 25th, 2004 • Tarantella Inc • Services-prepackaged software
FORM OF VOTING AGREEMENT
Form of Voting Agreement • May 10th, 2005 • Tarantella Inc • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), Tarantella, Inc., a California corporation (the “Company”), and the undersigned shareholder (“Shareholder”) of the Company.

STOCK EXCHANGE AGREEMENT among: TARANTELLA, INC., a California corporation; CASTSTREAM, INC. a California corporation; and THE SHAREHOLDERS OF CASTSTREAM, INC.
Escrow Agreement • April 2nd, 2004 • Tarantella Inc • Services-prepackaged software • California

THIS STOCK EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of March 29, 2004, by and among Tarantella, Inc., a California corporation (“Tarantella”); Caststream, Inc., a California corporation (the “Company”) 13906 Ravenwood Drive, Saratoga, California 95070; the shareholders of Company listed on Schedule I (each a “Shareholder” and collectively, the “Shareholders”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

To: Alok Mohan From: Frank Wilde Date: February 11, 2005 Subject: Consulting Agreement
Tarantella Inc • February 14th, 2005 • Services-prepackaged software

As we have discussed, the continuation of your active consulting agreement with the Company is important to Tarantella’s success. We have agreed to maintain your current consulting role for the 2005 calendar year. As in prior years, this agreement is based on 25% of your time.

RECITALS
Exhibit 2 Voting Agreement • August 11th, 2000 • Santa Cruz Operation Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TARANTELLA, INC. TARANTELLA ACQUISITION CORPORATION AND NEW MOON SYSTEMS, INC. Dated as of May 29, 2003
Agreement and Plan of Reorganization • June 9th, 2003 • Tarantella Inc • Services-prepackaged software • California

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of May 29, 2003 among Tarantella, Inc., a California corporation (“Tarantella”), Tarantella Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Tarantella (“Merger Sub”), and New Moon Systems, Inc., a California corporation (“New Moon”).

To: Alok Mohan From: Doug Michels Date: November 26, 2001 Subject: Consulting Agreement
Tarantella Inc • December 20th, 2002 • Services-prepackaged software

As we have discussed, the continuation of your consulting agreement with the Company is important to Tarantella’s success. We have agreed to maintain your current terms for the next calendar year. As in 2001, this agreement is based on 25% of your time.

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 12th, 2003 • Tarantella Inc • Services-prepackaged software • California

This Third Amendment (the “Amendment”), dated as of December 10, 2003, to the Rights Agreement (the “Rights Agreement”), dated as of September 16, 1997, between Tarantella, Inc. (formerly The Santa Cruz Operation, Inc.), a California corporation (the “Company”), and Equiserve L.P. (aka Equiserve Trust Company, N.A.) (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

EXHIBIT 10.36 To: Alok Mohan From: Doug Michels Date: November 26, 2001 Subject: Consulting Agreement As we have discussed, the continuation of your consulting agreement with the Company is important to Tarantella's success. We have agreed to maintain...
Tarantella Inc • December 21st, 2001 • Services-prepackaged software

As we have discussed, the continuation of your consulting agreement with the Company is important to Tarantella's success. We have agreed to maintain your current terms for the next calendar year. As in 2001, this agreement is based on 25% of your time.

Contract
Change in Control Agreement • February 14th, 2005 • Tarantella Inc • Services-prepackaged software • California

This Change in Control Agreement (the “Agreement”) dated as of February 11, 2005 is by and between Tarantella, Inc. (the “Company”) with its principal place of business at 425 Encinal Street, Santa Cruz, CA 95060 and Alok Mohan (“Mr. Mohan”).

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