WARRANTWarrant Agreement • April 1st, 2002 • In Store Media Systems Inc • 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
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
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
AGREEMENT ---------Escrow Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • California
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 4.4 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of August 20, 2001, among In Store Media Systems, Inc., a Nevada corporation ("Company") and each of Frederick L. Morris and Michael T. Mozer, individually...Stock Option Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
WARRANTWarrant Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
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
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...Note Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
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...Memorandum of Understanding • March 6th, 2000 • In Store Media Systems Inc • Services-advertising
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...Securities Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising
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 10.11 -------------Warrant Agreement • April 5th, 2001 • In Store Media Systems Inc • Services-advertising • Colorado
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...Merger Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • Delaware
EXHIBIT 3.1.3 ARTICLES AND AGREEMENT OF MERGER OF IN STORE MEDIA SYSTEMS, INC., A COLORADO CORPORATION AND CRESCENT GOLD CORPORATION, A NEVADA CORPORATION The undersigned officers of In Store Media System, Inc., a Colorado corporation, as the...Merger Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising
amongEscrow Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
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”).
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
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
as Issuer andIndenture • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • New York
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”).
BY AND AMONGMerger Agreement • April 16th, 2001 • 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...Security Agreement • April 4th, 2006 • AFG Enterprises USA, Inc. • Services-advertising • Texas
FIREPOND, INC. [ ] Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2007 • Firepond, Inc. • Services-advertising • New York
Firepond, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), pursuant to this underwriting agreement (the “Agreement”), an aggregate of [ ] ([ ]) shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters the option referred to in Section 3(d) hereof to purchase an aggregate of not more than an additional [ ] ([ ]) shares of Common Stock, if requested by the Underwriters in accordance with Section 3(d) hereof. It is understood that the Underwriters propose to offer the “Shares” (as defined below) to be purchased hereunder to the public upon the terms and conditions set forth in the “Registration Statement” (as defined below) after the “Effective Date” (as defined below) of the Registration Statement. As used in this Agreement, (a) the term “Firm Shares” shall mean the Common Stock to be issued and sold t
RECITALSPurchase and Sale of Stock Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
AGREEMENT ---------Common Stock Purchase Agreement • April 1st, 2002 • In Store Media Systems Inc • Services-advertising • Colorado
EXHIBIT 10.9 ------------ LOAN AGREEMENTLoan Agreement • April 5th, 2001 • In Store Media Systems Inc • Services-advertising
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
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 4.2 NOTICE OF STOCK OPTION GRANT IN STORE MEDIA SYSTEMS, INC. You (the Optionee named below) have been granted the following Option to purchase Stock of In Store Media Systems, Inc. (the "COMPANY"). This Notice of Grant, together with the...Stock Option Agreement • February 5th, 2002 • In Store Media Systems Inc • Services-advertising • Nevada
