REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2007 • FP Technology, Inc. • Services-advertising
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2007 by and among FP Technology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • January 25th, 2007 • FP Technology, Inc. • Services-advertising • New York
SECURITY AGREEMENT, dated as of January 24, 2007 (this "Agreement") made by FP Technology, Inc., a Delaware Corporation (the "Company"), in favor of, THE BANK OF NEW YORK, a New York banking corporation, in its capacity as collateral agent for the Holders (as defined below) (in such capacity and together with its successors in such capacity, the "Collateral Agent").
FP TECHNOLOGY, INC. (as successor in interest to AFG Enterprises USA, Inc.) as Issuer and THE BANK OF NEW YORK as Trustee INDENTURE Dated as of January 24, 2007 Senior Secured Convertible Notes Due 2009Indenture • January 25th, 2007 • FP Technology, Inc. • Services-advertising • New York
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • January 25th, 2007 • FP Technology, Inc. • Services-advertising • New York
This Master Exchange Agreement (this “Agreement”) is dated as of January 24, 2007 by and among FP Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FP TECHNOLOGY, INC. Warrant To Purchase Common StockFP Technology, Inc. • January 25th, 2007 • Services-advertising • New York
FP Technology, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 P.M., New York City time, on January 24, 2012 (the “Expiration Date”), such number of fully paid non-assessable shares of Common Stock as are specified above (the “Warrant Shares”). This Warrant is one of the Warrants to purchase an aggregate of 1,285,714 shares of Common Stock (the “Exchange Warrants”) issued pursuant to Section 2.2(a)(iv) of that certain M
