American Bank Note Holographics Inc Sample Contracts

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1 Exhibit 1 FIRST AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 1998 • American Bank Note Holographics Inc • Services-business services, nec
JOINT FILING AGREEMENT
Joint Filing Agreement • January 13th, 2006 • American Bank Note Holographics Inc • Services-business services, nec

We, the undersigned, agree that the attached Schedule 13G relating to the common stock of American Bank Note Holographics, Inc., is filed on behalf of each of us.

AMERICAN BANK NOTE HOLOGRAPHICS, INC. THE GUARANTORS NAMED HEREIN, THE LENDERS NAMED HEREIN, SOCIETE GENERALE, AS DOCUMENTATION AGENT
Security Agreement • August 18th, 1998 • American Bank Note Holographics Inc • Services-business services, nec • New York
R E C I T A L
Employment Agreement • December 22nd, 1999 • American Bank Note Holographics Inc • Services-business services, nec • New York
ii- 4 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 14th, 2000 • American Bank Note Holographics Inc • Services-business services, nec • Massachusetts
RECITAL
Employment Agreement • March 29th, 2002 • American Bank Note Holographics Inc • Services-business services, nec • New York
iii- 5 UNDERWRITING AGREEMENT
American Bank Note Holographics Inc • July 6th, 1998 • Services-business services, nec • New York
INDENTURE
Indenture • January 12th, 1998 • America Bank Note Holographics Inc • Commercial printing • New York
RECITAL
Employment Agreement • December 22nd, 1999 • American Bank Note Holographics Inc • Services-business services, nec • New York
AGREEMENT ("Substitute CLA" to replace Agreement dated Feb. 25th 1992) BY AND BETWEEN
Agreement • August 13th, 2002 • American Bank Note Holographics Inc • Services-business services, nec
WARRANT AGENT
Warrant Agreement • April 2nd, 2001 • American Bank Note Holographics Inc • Services-business services, nec • Delaware
AMONG
Registration Rights Agreement • January 12th, 1998 • America Bank Note Holographics Inc • Commercial printing • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2005 • American Bank Note Holographics Inc • Services-business services, nec

We, the undersigned, agree that the attached Schedule 13G relating to the common stock of American Bank Note Holographics, Inc., is filed on behalf of each of us.

WARRANT AGENT
Warrant Agreement • May 3rd, 2002 • American Bank Note Holographics Inc • Services-business services, nec • Delaware
2 3 IN WITNESS WHEREOF, this Agreement is executed as of the 11th day of May, 1999.
American Bank Note Holographics Inc • May 24th, 2001 • Services-business services, nec • New York
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3- 4 If to ABNH, to: Secretary American Bank Note Holographics, Inc. 399 Executive Boulevard Elmsford, NY 10523
Form of License Agreement • July 6th, 1998 • American Bank Note Holographics Inc • Services-business services, nec • New York
AMERICAN BANK NOTE HOLOGRAPHICS, INC RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 28th, 2005 • American Bank Note Holographics Inc • Services-business services, nec • Delaware

AGREEMENT, made as of the day of , 20 , by and between American Bank Note Holographics, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

FORM OF EMPLOYEE BENEFITS ALLOCATION AGREEMENT
Employee Benefits Allocation Agreement • July 6th, 1998 • American Bank Note Holographics Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2005 • American Bank Note Holographics Inc • Services-business services, nec • New York

THIS EMPLOYMENT AGREEMENT, (this “Agreement”), is made and entered into as of June 9, 2005, by and between Mark Bonney (the “Executive”) and American Bank Note Holographics, Inc., a Delaware corporation (the “Company”).

FORM OF TRANSITIONAL SERVICES AGREEMENT
Form of Transitional Services Agreement • July 6th, 1998 • American Bank Note Holographics Inc • Services-business services, nec • New York
ESCROW AGREEMENT
Escrow Agreement • December 20th, 2004 • American Bank Note Holographics Inc • Services-business services, nec

ESCROW AGREEMENT, made and entered into as of the 14th day of December, 2004, by and among APW NORTH AMERICA INC. (the “Sublessor”), AMERICAN BANK NOTE HOLOGRAPHICS, INC. (the “Sublessee”) and CHICAGO TITLE INSURANCE COMPANY (the “Escrow Agent”).

FORM OF
Separation Agreement • July 6th, 1998 • American Bank Note Holographics Inc • Services-business services, nec • New York
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2007 • American Bank Note Holographics Inc • Services-business services, nec

The AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) made as of March 29, 2005 by and between Kenneth Traub (the “Executive”) and American Bank Note Holographics, Inc., a Delaware corporation (the “Company”) is hereby amended as set forth below, effective August 9, 2007.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2007 • American Bank Note Holographics Inc • Services-business services, nec

The EMPLOYMENT AGREEMENT (the “Agreement”) made as of June 9, 2005 by and between Mark Bonney (the “Executive”) and American Bank Note Holographics, Inc., a Delaware corporation (the “Company”) is hereby amended as set forth below, effective August 9, 2007.

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission.
Tape Manufacturing Approval Agreement • November 14th, 2005 • American Bank Note Holographics Inc • Services-business services, nec • California

THIS AGREEMENT, entered into this 8th day of April 2005 (“Effective Date”), is by and between VISA INTERNATIONAL SERVICE ASSOCIATION (“Visa”), a membership corporation organized under the laws of the State of Delaware, U.S.A., with its principal place of business at 900 Metro Center Boulevard, Foster City, California 94404 (mailing address P. O. Box 8999, San Francisco, CA 94128-8999), U.S.A. (jointly and severally hereinafter referred to as “Visa”) and AMERICAN BANK NOTE HOLOGRAPHICS, INC. (“MANUFACTURER”), with its principal place of business at 2 Applegate Drive, Robbinsville, NJ 08691.

Amendment No. 2 to Hologram Agreement
Hologram Agreement • November 14th, 2005 • American Bank Note Holographics Inc • Services-business services, nec

This Amendment No. 2 to the Hologram Agreement dated as of February 28, 2003 (as amended pursuant to Amendment No. 1 dated as of September 29, 2003) (the “Agreement”) by and between MasterCard International Incorporated, a Delaware corporation with offices at 2000 Purchase Street, Purchase, New York 10577-2509 (“MasterCard”), and American Bank Note Holographics, Inc., a Delaware corporation with offices at 399 Executive Blvd., Elmsford, NY 10523 (“ABNH”), is made as of March 25, 2005.

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