RECITALSSeattle Filmworks Inc • February 16th, 2000 • Services-photofinishing laboratories • Washington
WHEREAS:Registration Rights Agreement • December 1st, 2004 • Walker Financial Corp • Services-photofinishing laboratories • Illinois
AGREEMENT ---------Employment Agreement • December 29th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
Exhibit 10.3 ------------ WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT...Walker Financial Corp • February 24th, 2006 • Services-photofinishing laboratories • Massachusetts
RECITALSRights Agreement • April 30th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
WARRANT AGREEMENT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"...Warrant Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
Exhibit 10.7 ------------ SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of February 20, 2006, by and among Walker Financial Corp, a Texas corporation ("Company"), and Dutchess Private Equities Fund, II, LP, a Delaware Limited...Security Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
EXHIBIT 99.3 PHOTOWORKS, INC. 1999 STOCK INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 6th, 2001 • Christophersen Gary R • Services-photofinishing laboratories • Washington
WHEREAS:Common Stock Purchase Agreement • December 1st, 2004 • Walker Financial Corp • Services-photofinishing laboratories • Illinois
Exhibit 10.1Lease • August 10th, 2004 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
EXHIBIT 10.1 [*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Supply Agreement • May 13th, 1997 • Seattle Filmworks Inc • Services-photofinishing laboratories • Washington
Schedule 13G Forms ------------------------------------------------------------------------------- Page 18 of 19 Pages JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,...Joint Filing Agreement • February 24th, 2000 • Tahoma Fund LLC • Services-photofinishing laboratories
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01, of PhotoWorks, Inc., a Washington corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
CHASEMELLON SHAREHOLDER SERVICES L.L.C., AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF DECEMBER 16, 1999 TABLE OF CONTENTSRights Agreement • December 17th, 1999 • Seattle Filmworks Inc • Services-photofinishing laboratories • New York
Exhibit 10.4 ------------ INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 20, 2006 by and between Walker Financial Corporation, a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a...Investment Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
SHUTTERFLY, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 20, 2013 0.25% Convertible Senior Notes due 2018Indenture • May 20th, 2013 • Shutterfly Inc • Services-photofinishing laboratories • New York
INDENTURE, dated as of May 20, 2013, between SHUTTERFLY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RECITALSConsulting Services Agreement • December 6th, 2005 • Walker Financial Corp • Services-photofinishing laboratories
Exhibit 10.8 ------------ Walker Financial Corp. ____________________ This offering consists of $441,000 of the Company's 5 Year Convertible Debentures convertible into the Company's Common Stock. SUBSCRIPTION AGREEMENT SUBSCRIPTION PROCEDURES...Subscription Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
FACE AMOUNT $220,000 PRICE $220,000 DEBENTURE NUMBER December - 2005-101 ISSUANCE DATE December 23, 2005 MATURITY DATE December 22, 2010Walker Financial Corp • February 24th, 2006 • Services-photofinishing laboratories • Massachusetts
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Credit Agreement • August 4th, 2016 • Shutterfly Inc • Services-photofinishing laboratories • New York
Exhibit G-1 — Form of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit 10.9 ------------ WALKER FINANCIAL CORPORATION PLACEMENT AGENT AGREEMENT Dated as of: February 20, 2006 The undersigned, Walker Financial Corporation, a Delaware corporation (the "COMPANY"), hereby agrees with US EURO Securities, Inc. (the...Walker Financial Corp • February 24th, 2006 • Services-photofinishing laboratories • Delaware
WITNESSETH:Term Loan Agreement • March 28th, 1996 • Moto Photo Inc • Services-photofinishing laboratories
INTERBAY -------- B U I L D I N G LEASE betweenLease • May 9th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
EXHIBIT 10.3 LEASE AGREEMENTLease Agreement • May 13th, 1997 • Seattle Filmworks Inc • Services-photofinishing laboratories
Registration Rights Agreement (the "Agreement"), dated as of February 20, --------- 2005, by and between Walker Financial Corporation, a corporation organized under the laws of State of Delaware, with its principal executive office at 990 Stewart...Registration Rights Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
RECITALSInvestor Rights Agreement • April 30th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
May 15, 2013Shutterfly Inc • May 20th, 2013 • Services-photofinishing laboratories
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated May 14, 2013, (the “Offering Memorandum”) relating to the 0.25% Convertible Senior Notes due 2018 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued
Exhibit 10.15 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 28th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
AGREEMENT AND PLAN OF MERGER among PHOTO HOLDINGS, LLC, a Delaware limited liability company, PHOTO HOLDINGS MERGER SUB, INC., a Delaware corporation, and SHUTTERFLY, INC., a Delaware corporation Dated as of June 10, 2019Agreement and Plan of Merger • June 10th, 2019 • Shutterfly Inc • Services-photofinishing laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 10, 2019 (the “Agreement Date”), by and among Photo Holdings, LLC, a Delaware limited liability company (“Parent”), Photo Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Shutterfly, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties” and each a “Party”). Capitalized terms shall have the meaning ascribed to them throughout this Agreement or in Exhibit A.
Exhibit 4.7 PHOTOWORKS, INC. [FORM] QUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of November 1, 2000 (the "Grant Date") between PhotoWorks, Inc., a Washington corporation (the...Qualified Stock Option Agreement • May 16th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
EXHIBIT 10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • February 12th, 2002 • Photoworks Inc /Wa • Services-photofinishing laboratories • California
ARTICLE I DEFINED TERMSSecurity Agreement • August 18th, 2003 • Walker Financial Corp • Services-photofinishing laboratories • New York
RECITALSLoan and Security Agreement • February 13th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • California
RECITALS --------Credit Agreement • December 23rd, 1999 • Seattle Filmworks Inc • Services-photofinishing laboratories
1 EXHIBIT 10(h) CREDIT AGREEMENT (this "Agreement"), dated as of November 1, 1995 between METROMEDIA INTERNATIONAL GROUP, INC. (formerly known as The Actava Group Inc.), a Delaware corporation (the "Borrower"), and CHEMICAL BANK, a New York banking...Credit Agreement • November 15th, 1995 • Actava Group Inc • Services-photofinishing laboratories • New York
Exhibit 10.14 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 28th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
