0000950134-08-007803 Sample Contracts

AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • April 29th, 2008 • FP Tech Holdings, LLC • Services-advertising • New York

AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”), dated as of April 24, 2008, by and among Firepond, Inc. (formerly known as FP Technology, Inc.), a Delaware corporation, with headquarters located at 205 Newbury Street, Suite 204, Framingham, MA 01701 (the ”Company”) and (the “Investor”).

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JOINT FILING AGREEMENT April 29, 2008
Joint Filing Agreement • April 29th, 2008 • FP Tech Holdings, LLC • Services-advertising

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

COMPANY AGREEMENT OF CWC HOLDINGS, LLC
Company Agreement • April 29th, 2008 • FP Tech Holdings, LLC • Services-advertising • Texas

This Company Agreement (this “Company Agreement”) of CWC Holdings, LLC (the “Company”) is entered into by TechDev Holdings, LLC and Firepond, Inc., as the member(s) (the “Members,” whether one or more) of the Company. In consideration of the covenants, conditions and agreements contained herein, the Members hereby adopt the following provisions:

FIREPOND, INC. COMMON STOCK PURCHASE AGREEMENT APRIL 24, 2008
Common Stock Purchase Agreement • April 29th, 2008 • FP Tech Holdings, LLC • Services-advertising • Texas

THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 24, 2008 by and between Firepond, Inc., a Delaware corporation (the “Company”), and FP Tech Holdings, LLC, a Texas limited liability company (the “Investor”).

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