ContractEscrow Agreement • September 28th, 2006 • FP Technology, Inc. • Services-advertising • New York
AMENDMENT TO ESCROW AGREEMENT (this “Amendment”), dated as of the 8th day of June, 2006, by and among AFG Enterprises USA, Inc., a Nevada corporation (the “Company”); The Bank of New York, a New York banking corporation, as Escrow Agent (in such capacity, the “Escrow Agent”); The Bank of New York, a New York banking corporation, as Collateral Agent (in such capacity, the “Collateral Agent”) under that certain Security Agreement with the Company and The Bank of New York, a New York banking corporation, as Trustee for the holders of certain notes of the Company (in such capacity, the “Trustee”) under that certain Indenture dated as of March 29, 2006 (the “Indenture”) with the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement (as defined below).
FIRST AMENDMENT by and between FP TECHNOLOGY, INC. and TRIDENT GROWTH FUND, L.P.12% Senior Secured Convertible Debenture • September 28th, 2006 • FP Technology, Inc. • Services-advertising
This First Amendment (this “First Amendment”) is entered into as of September 13, 2006 by and between FP TECHNOLOGY, INC., a Delaware corporation (the “Company”) and TRIDENT GROWTH FUND, L.P., a Delaware limited partnership, (“Trident”), and amends the 12% Senior Secured Convertible Debenture No. 1, dated September 13, 2005, and references the following agreements between the Company and Trident, each as amended by that certain Master Amendment dated March 29, 2006 (the “Master Amendment”) (collectively, as amended by the Master Amendment, the “Transaction Documents”):
NON-EXCLUSIVE PATENT LICENSE AGREEMENTNon-Exclusive Patent License Agreement • September 28th, 2006 • FP Technology, Inc. • Services-advertising • Texas
This Non-Exclusive Patent License Agreement (“this Agreement”), made and entered into this 28th day of March, 2006 (the “Effective Date”), by and between Orion IP, LLC (“Licensor”), a limited liability company organized under the laws of the state of Delaware, and FP Technology Holdings, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively the “Parties”).
