Afp Imaging Corp Sample Contracts

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EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 8th, 1998 • Afp Imaging Corp • Photographic equipment & supplies
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 10th, 2001 • Afp Imaging Corp • Photographic equipment & supplies • New York
RESTATED REVOLVING NOTE
Revolving Note • September 27th, 2004 • Afp Imaging Corp • Photographic equipment & supplies

This is the "Revolving Note" referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all the security interests and liens granted by Borrower or any other Person to Lender pursuant to the Loan Agreement or any other Loan Document including, without limitation, provisions regarding mandatory and optional prepayment rights and premiums. Upon the occurrence of any Event of Default (after giving effect to any applicable grace period), the entire unpaid principal amount owed Lender hereunder shall, upon demand therefore, become immediately due and payable at the option of the holder hereof without further notice or demand.

WITNESSETH
Settlement Agreement • October 28th, 1998 • Afp Imaging Corp • Photographic equipment & supplies • New York
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies

AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of April, 2007, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and AFP IMAGING CORPORATION, a New York corporation (the “Borrower”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies

This Registration Rights Agreement (this “Agreement”) is made as of April 13, 2007 by AFP Imaging Corporation, a New York corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement (as such term is hereinafter defined), make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.

Guaranty Agreement made by Dent-x International Inc., QR Imaging USA Inc., and Visiplex Instruments Corporation in favor of ComVest Capital , LLC, dated April 13, 2007
Guaranty Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies • New York

GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of April 13, 2007, is made by DENT-X INTERNATIONAL INC., a New York corporation (“Dent-X”), QR IMAGING USA, INC., a New York corporation (“QR-USA”), and VISIPLEX INSTRUMENTS CORPORATION, a New York corporation (“Visiplex”) (each a “Guarantor” and collectively the “Guarantors”), in favor of COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”).

Collateral Agreement by and among AFP Imaging Corporation, Dent-x, International Inc., QR Imaging USA Inc., Visiplex Instruments Corporation and ComVest Capital LLC
Collateral Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies • New York

COLLATERAL AGREEMENT, dated as of April 13, 2007, by and among AFP IMAGING CORPORATION, a New York corporation (the “Borrower”), DENT-X INTERNATIONAL INC., a New York corporation (“DENT-X”), QR IMAGING USA, INC., a New York corporation (“QR-USA”), VISIPLEX INSTRUMENTS CORPORATION, a New York corporation (“Visiplex”), and any and all Additional Grantors who may become party to this Agreement (the Borrower, Dent-X, QR-USA, Visiplex and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and COMVEST CAPITAL, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.

COOPERATION AGREEMENT between
Cooperation Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies

QR S.r.l. tax code and VAT registration number : _______ with registered office at Via ………………., Verona, represented by its lawful representative pro-tempore Mr . ______

AFP Imaging Corporation Subscription Agreement
Subscription Agreement • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies • New York

Based upon the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes (the “Subscription”), subject to the terms and conditions herein, to purchase the number of shares (each, a “Share” and collectively, the “Shares”) of the common stock, par value $.01 per share (the “Common Stock”) of AFP Imaging Corporation, a New York corporation (the “Company”), set forth in the Execution Section of this Subscription Agreement, at a per Share purchase price (the “Subscription Price”) as set forth in the Execution Section of this Subscription Agreement.

Contract
Preliminary Contract for Share Transfer • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies • Mara

Preliminary Contract for Share Transfer by and between QR Imaging S.r.l., NIM S.r.l.,Gianmaria Tommasi, mara Tacconi, Attilio Tacconi and Mozzo Pierluigi, dated February 22, 2007\

SIXTH AMENDMENT
Lease Agreement • October 14th, 2008 • Afp Imaging Corp • Photographic equipment & supplies

AGREEMENT, made this 27th day of June, 2008, entered into between MACK-CALI CW REALTY ASSOCIATES L.L.C., a New York limited liability company, having its principal office c/o Mack-Cali Realty Corporation, 100 Clearbrook Road, Elmsford, New York (herein referred to as "Landlord"), and AFP IMAGING CORPORATION, a New York corporation, having an office at 250 Clearbrook Road, Elmsford, New York 10523 (herein referred to as "Tenant").

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Contract Between QR S.r.l. and Mara Tacconi, effective April 19, 2007
Power of Attorney • May 15th, 2007 • Afp Imaging Corp • Photographic equipment & supplies

The appearer requests that I receive this deed by which he declares to nominate and constitute as special attorney-in-fact of the company “QR S.r.l.”, Ms.:

WITNESSETH:
Stock Option Agreement • December 31st, 1997 • Afp Imaging Corp • Photographic equipment & supplies • New York
EXHIBIT 10(i) Mediation Resolution Agreement
Mediation Resolution Agreement • September 22nd, 1999 • Afp Imaging Corp • Photographic equipment & supplies
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