Exhibit 99.3 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE...AFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • New York
WARRANTIn Store Media Systems Inc • April 1st, 2002 • Services-advertising • Colorado
EXHIBIT 4.6 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of __________ __, ____, 2002, between ____________ (the "Optionee") and In Store Media Systems, Inc., a Nevada corporation ("Company"), in connection with...Stock Option Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
BY AND AMONGAgreement and Plan of Merger • April 16th, 2001 • In Store Media Systems Inc • Services-advertising • Colorado
ASSET PURCHASE AGREEMENT ------------------------ This Agreement entered into this 27 day of January, 1999 by and between In Store Media Systems, Inc. a Colorado Corporation whose principal place of business is 15423 East Batavia Drive, Aurora,...Asset Purchase Agreement • December 15th, 1999 • In Store Media Systems Inc • Colorado
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2006 • FP Technology, Inc. • Services-advertising
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2006, among FP Technology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 99.16 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 13, 2005 (this "AGREEMENT"), is entered into by and among FP TECHNOLOGYHOLDINGS, INC. a Delaware corporation (the "DEBTOR") and the TRIDENT GROWTH FUND, L.P., a Delaware...Security Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • Texas
EXHIBIT 10.11 -------------Warrant Agreement • April 5th, 2001 • In Store Media Systems Inc • Services-advertising • Colorado
AGREEMENT ---------Escrow Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • California
EXHIBIT 4.5 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of August 20, 2001, among the individuals listed on Schedule I hereto (collectively, the "Optionees") and In Store Media Systems, Inc., a Nevada...Stock Option Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
Exhibit 99.7 PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement"), dated as of March 29, 2006, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of THE BANK OF NEW YORK,...Pledge Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
EXCHANGE AGREEMENTExchange Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • Colorado
EXHIBIT 99.14 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...AFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 29, 2006, by and among AFG Enterprises USA, Inc., a Nevada corporation, with headquarters located at 181 Wells Avenue, Suite 100, Newton...Securities Purchase Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of FP TECHNOLOGY, INC.FP Technology, Inc. • September 7th, 2006 • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from FP Technology, Inc., a Delaware corporation (the “Company”), up to ___________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document were redacted and filed separately with the Commission." MEMORANDUM OF UNDERSTANDING Dated: January 13, 1997 GENERAL: This memorandum of understanding defines a business...Confidential Treatment • March 6th, 2000 • In Store Media Systems Inc • Services-advertising
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 29, 2006, is entered into by and among AFG Enterprises USA, Inc., a Nevada corporation ("AFG"), FP Merger Sub, Inc., a Delaware corporation and...Agreement and Plan of Merger • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • Delaware
amongEscrow Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
WARRANTIn Store Media Systems Inc • April 1st, 2002 • Services-advertising • Colorado
as Issuer andAFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of May 16, 2005, is entered into by and between FirePond, Inc., a Delaware corporation (the "Company"), and Stephen Peary ("Executive" or "Employee"), an individual...Employment Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • California
Exhibit 99.9 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 29, 2006, by and among AFG Enterprises USA, Inc., a Nevada corporation, with headquarters located at 181 Wells Avenue, Suite 100, Newton,...Registration Rights Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of May 16, 2005, is entered into by and between FirePond, Inc., a Delaware corporation (the "Company"), and William Santo ("Executive" or "Employee"), an individual...Employment Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2007 • FP Technology, Inc. • Services-advertising
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2007 by and among FP Technology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2006 • FP Technology, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2006, among FP Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT ---------Common Stock Purchase Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
EXHIBIT 99.13 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...AFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • Texas
RXHIBIT 10.7 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of the 22 day of February, 2002, by and between In Store Media Systems, Inc., 15423 East Batavia Drive, Aurora Colorado 80011 (the...Purchase Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2006 • FP Technology, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2006, among FP Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
MEMORANDUM OF UNDERSTANDING CEC HARDWARE Dated: February 25, 1997 GENERAL This memorandum of understanding covers Unisys, Payment Systems Division (PSD) participation in the development and manufacture of an initial proof of concept volume of certain...In Store Media Systems Inc • February 24th, 2000 • Services-advertising
EXHIBIT 10.10 ------------- LOAN AGREEMENTNote Extension Agreement • April 5th, 2001 • In Store Media Systems Inc • Services-advertising
CONFIDENTIAL TREATMENT" MEMORANDUM OF UNDERSTANDING Dated: January 13, 1997 GENERAL: This memorandum of understanding defines a business relationship in which Unisys Payment Systems Division (PSD) and In Store Media Systems Inc. (ISMSI) will each...Confidential Treatment • January 28th, 2000 • In Store Media Systems Inc • Services-advertising
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 29th, 2008 • Firepond, Inc. • Services-advertising • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 24, 2008 (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 Holders (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”).
EXHIBIT 99.15 INTERCREDITOR AND SUBORDINATION AGREEMENT INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of March 29, 2006, made by TRIDENT GROWTH FUND, L.P. (the "JUNIOR LENDER"), AFG ENTERPRISES USA, INC. a Nevada corporation ("AFG") and FP...Intercreditor and Subordination Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
Exhibit 99.6 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of March 29, 2006 (this "Agreement") made by AFG Enterprises USA, Inc. a Nevada Corporation (the "Company"), and, each of the undersigned "Guarantors" (each "Guarantor" and together the...Security Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
