SECURITY AGREEMENTSecurity Agreement • August 7th, 2007 • Firepond, Inc. • Services-advertising • New York
SECURITY AGREEMENT, dated as of August 2, 2007 (this "Agreement") made by Firepond, Inc. (formerly, FP Technology, Inc., a Delaware Corporation (the "Company"), in favor of, Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio, a Cayman Islands segregated portfolio company, in its capacity as collateral agent for the Buyers (as defined below) (in such capacity and together with its successors in such capacity, the "Collateral Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2007 • Firepond, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 2, 2007, is made by and among Firepond, Inc. (formerly known as FP Technology, Inc.), a Delaware corporation, with headquarters located at 181 Wells Avenue, Suite 100, Newton, Massachusetts 02459 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
formerly, FP TECHNOLOGY, INC. (as successor in interest to AFG Enterprises USA, Inc.)) as Issuer and THE BANK OF NEW YORK as Trustee SUPPLEMENTAL INDENTURE No. 1 Dated as of August 2, 2007 to INDENTURE Dated as of January 24, 2007 Senior Secured...Firepond, Inc. • August 7th, 2007 • Services-advertising • New York
WHEREAS, in connection with the Master Exchange Agreement, dated as of January 24, 2007 (the “Exchange Agreement”), entered into by and among the Company and the Initial Purchasers (as defined in the Indenture), the Initial Purchasers acquired Senior Secured Convertible Notes Due 2009 (each a “Note” and, collectively, the “Notes”) issued by the Company under the Indenture in exchange for the Company’s Senior Secured Nonconvertible Notes Due 2011 issued on March 29, 2006; and
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • August 7th, 2007 • Firepond, Inc. • Services-advertising • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of August 2, 2007, made by and between RADCLIFFE SPC, LTD. FOR AND ON BEHALF OF THE CLASS A SEGREGATED PORTFOLIO, a Cayman Islands segregated portfolio company, as collateral agent for the Junior Lenders defined below (in such capacity, the "Junior Agent"), THE BANK OF NEW YORK, a New York corporation, as collateral agent for the Senior Lenders (in such capacity, the "Senior Agent" and together with the Junior Agent, the "Agent") and FIREPOND, INC. (formerly, FP Technology, Inc., a Delaware corporation, the "Obligor"),
