PHOTOWORKS, INC. SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Share Exchange Agreement (this “Agreement”) is made as of February 16, 2005, by and between PhotoWorks, Inc., a Washington corporation (the “Company”), and the undersigned holders of the Company’s Series A Preferred Stock listed on Exhibit A attached hereto (collectively, “Holders” and each individually, a “Holder”).
THIS WARRANT AND THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE...Photoworks Inc /Wa • May 31st, 2005 • Services-photofinishing laboratories • Washington
THIS CERTIFIES THAT, for value received, Sunra Capital Holdings, Ltd. (together with its permitted assignees, the “Holder”) is entitled to subscribe for and purchase One Million Nine Hundred Four Thousand Seven Hundred Sixty-two (1,904,762) shares (as adjusted pursuant to Section 3 hereof, the “Shares”) of the fully paid and nonassessable Common Stock, par value $0.01 per share (the “Common Stock”), of PhotoWorks, Inc., a Washington corporation (the “Company”), at the price of $0.21 per share (the “Exercise Price”) (as adjusted pursuant to Section 3 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth. This warrant (this “Warrant”) is one of a series of warrants (collectively, the “Warrants”) issued pursuant to the terms of that certain Convertible Note, Warrant and Common Stock Purchase Agreement, dated as of February 16, 2005 among the Company and the purchasers named therein(the “Purchase Agreement”) and that certain Amendment to Subordinated De
PHOTOWORKS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 16, 2005Investor Rights Agreement • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of the 16th day of February, 2005 by and among PhotoWorks, Inc., a Washington corporation (the “Company”), Sunra Capital Holdings, Ltd. (“Sunra”), Orca Bay Capital Corporation (“Orca Bay”), Madrona Venture Fund I-A, L.P. (“Madrona I-A”), Madrona Venture Fund I-B, L.P. (“Madrona I-B”), Madrona Managing Director Fund, LLC (“Madrona LLC” and collectively with Madrona I-A and Madrona I-B, “Madrona”), Tim and Alexa Carver ("Carver"), Stanley McCammon ("McCammon"), Aaron Singleton ("Singleton"), Matinicus LP (“Matinicus”, and the additional investors set forth on the signature pages hereto ("Additional Investors") and collectively with Sunra, Orca Bay, Madrona, Carver, McCammon and Singleton, the “Investors”).
PHOTOWORKS, INC. INVESTOR RIGHTS AGREEMENT February 16, 2005Investor Rights Agreement • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Investor Rights Agreement (the “Agreement”) is effective as of this 16th day of February, 2005 by and among Photoworks, Inc., a Washington corporation (the “Company”), Sunra Capital Holdings, Ltd. (“Sunra” or the "Investor"), Orca Bay Partners (“Orca Bay”), Madrona Venture Fund I-A, L.P. (“Madrona I-A”), Madrona Venture Fund I-B, L.P. (“Madrona I-B”), Madrona Managing Director Fund, LLC (“Madrona LLC” and collectively with Madrona I-A and Madrona I-B, “Madrona”), and Matinicus LP (“Matinicus”).
CONVERTIBLE NOTE, WARRANT ANDCommon Stock Purchase Agreement • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
THIS CONVERTIBLE NOTE, WARRANT AND COMMON STOCK PURCHASE AGREEMENT (the PURVI1#147;AgreementPURVI1#148;) is made as of the 16th day of February, 2005 (the “Effective Date”) by and among PHOTOWORKS, INC., a Washington corporation (the “Company”), and Sunra Capital Holdings, Ltd. (the “Purchaser”).
PHOTO-FINISHING SERVICES AGREEMENTPhoto-Finishing Services Agreement • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Maryland
THIS PHOTO-FINISHING SERVICES AGREEMENT (the "Agreement") is entered into this 18th day of January, 2005 between PhotoWorks ("PhotoWorks") and District Photo, Inc. ("DPI").
PHOTOWORKS, INC. AMENDMENT TO SUBORDINATED DEBENTURESPhotoworks Inc /Wa • May 31st, 2005 • Services-photofinishing laboratories • Washington
This Amendment to Subordinated Debentures (this “Amendment”) is made this 16th day of February, 2005 by and between Photoworks, Inc., a Washington corporation (the “Company”) and Matinicus LP (“Purchaser”), and shall be effective as of the effective date of the approval by the Company’s shareholders (the “Shareholder Approval”) of the Recapitalization Proposal (as defined in that certain Convertible Note, Warrant and Common Stock Purchase Agreement dated as of the date hereof by and among the Company, the Purchaser and certain other parties listed on Schedule 1 thereto (the “Purchase Agreement”)). This Amendment shall automatically terminate and be of no further force and effect, but the Debentures shall survive as if they had not been amended hereby, if the Company’s shareholders reject the Recapitalization Proposal at the Company’s 2005 Annual Meeting of Shareholders. Unless defined herein, all capitalized terms shall have the meanings ascribed to them in the Purchase Agreement.
