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
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 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
amongEscrow Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
as Issuer andAFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • New York
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
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
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
by and amongAFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising
November 3, 2005 STRICTLY CONFIDENTIAL Mr. Doug Croxall Chairman FP Technology Holding, Inc. 9100 Wilshire Blvd, Suite 501 East Beverly Hills, CA 90212 Ladies and Gentlemen: The undersigned individuals (the "Management Group") jointly and severally...AFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising
2 Control AgreementAFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • New York
GUARANTYAFG Enterprises USA, Inc. • April 4th, 2006 • Services-advertising • New York
