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 • 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")
ContractMerlin Software Technologies International Inc • May 28th, 2002 • Services-prepackaged software • New York
THIS SERIES B-2 CONVERTIBLE NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security 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).
AMENDED AND RESTATED PLEDGE AGREEMENTAmended and Restated Pledge Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement") is made and entered into as of May 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 "Lender" or "Secured Party"). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Purchase Agreement.
AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENTSubsidiary Security 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, INC., a Nevada corporation (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 22, 2002, among Merlin Software Technologies International, Inc. (d.b.a. Merlin Technologies), a corporation organized under the laws of the State of Nevada (Merlin Software Technologies International, Inc., together with its subsidiaries is collectively referred to herein as the "Company"), SDS Merchant Fund L.P., a Delaware limited partnership ("SDS"), the other investors set forth on the signature pages hereto (collectively, with SDS, the "Purchasers") and, with respect to Section 4(p) of this Agreement only, Robert A. Heller and Trevor McConnell (collectively, the "Officers").
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").
AMENDED AND RESTATED SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENTSubsidiary Intellectual 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, INC., (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").
AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • May 28th, 2002 • Merlin Software Technologies International Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this "Subsidiary Guaranty"), dated as of May 22, 2002, is made by MERLIN SOFTWARE TECHNOLOGIES, INC., a Nevada corporation (the "Guarantor") to the Holders (as set forth in Exhibit A hereto) of the Notes (as defined herein) (collectively referred to as the "Lender"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as hereinafter defined)
