REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving 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 AGREEMENTRegistration 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, 2007Guaranty 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 LLCCollateral 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 betweenCooperation 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 AgreementSubscription 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.
ContractPreliminary 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\
Contract Between QR S.r.l. and Mara Tacconi, effective April 19, 2007Power 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.:
