Photochannel Networks Inc Sample Contracts

OF THE FIRST PART;
Services Agreement • April 1st, 2004 • Photochannel Networks Inc • Services-prepackaged software • Ontario
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Re: Voting Support Agreement
Pni Digital Media Inc • May 12th, 2014 • Services-prepackaged software • British Columbia

Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share.

PNI DIGITAL MEDIA INC., as Purchaser and ROGER CANANN, as Vendor and QS QUARTERHOUSE SOFTWARE, INC.
Share Purchase Agreement • December 10th, 2013 • Pni Digital Media Inc • Services-prepackaged software • New York

PNI DIGITAL MEDIA INC., a British Columbia company having an office at Suite 590, 425 Carrall Street, Vancouver, British Columbia, V6B 6E3, Canada (the “Purchaser”)

STAPLES, Inc. and STAPLES CANADA ACQUISITION ULC and PNI DIGITAL MEDIA INC. ARRANGEMENT AGREEMENT May 2, 2014
Arrangement Agreement • May 12th, 2014 • Pni Digital Media Inc • Services-prepackaged software • British Columbia

WHEREAS Purchaser Parent and the Company desire to complete the Arrangement (as hereinafter defined) involving the Purchaser and the Company under the Business Corporations Act (British Columbia);

FIRST AMENDMENT INTERNET PHOTO SERVICES AGREEMENT
Internet Photo Services Agreement • March 21st, 2012 • Pni Digital Media Inc • Services-prepackaged software

THIS AMENDMENT AGREEMENT is made as of the 16th day of February, 2011 by and between COSTCO WHOLESALE CORPORATION, a company having an office at 999 Lake Drive, Issaquah, Washington 98027 (“Costco”) and PNI DIGITAL MEDIA INC., (formerly PhotoChannel Networks Inc.) a corporation incorporated under the laws of the Province of British Columbia (“PNI”).

THIRD AMENDMENT INTERNET PHOTO SERVICES AGREEMENT
Photo Services Agreement • December 10th, 2013 • Pni Digital Media Inc • Services-prepackaged software

THIS AMENDMENT AGREEMENT is effective as of the 2nd day of September, 2013 by and between COSTCO WHOLESALE CORPORATION, a company having an office at 999 Lake Drive, Issaquah, Washington 98027 (“Costco”) and PNI DIGITAL MEDIA INC., (formerly PhotoChannel Networks Inc.) a corporation incorporated under the laws of the Province of British Columbia (“PNI”).

Re: Voting Support Agreement
Pni Digital Media Inc • May 12th, 2014 • Services-prepackaged software • British Columbia

Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share. Invesco Canada Ltd., on behalf of certain investment funds managed thereby (the "Shareholder") is the legal and/or beneficial owner of 5,030,000 PNI Shares (the "Subject Securities") and has agreed to enter into this voting support agreement (the "Agreement") in connection with the Proposed Transaction.

INTERNET PHOTO SERVICES AGREEMENT
Internet Photo Services Agreement • January 20th, 2009 • Photochannel Networks Inc • Services-prepackaged software • Washington

WHEREAS PhotoChannel is the developer and owner of a proprietary Internet based digital imaging network solution for the upload and distribution of digital images for printing of photographs or other products;

Re: Voting Support Agreement
Pni Digital Media Inc • May 12th, 2014 • Services-prepackaged software

Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share.

Re: Voting Support Agreement
Pni Digital Media Inc • May 12th, 2014 • Services-prepackaged software • British Columbia

Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share.

LICENSE AND SERVICES AGREEMENT
License and Services Agreement • January 20th, 2009 • Photochannel Networks Inc • Services-prepackaged software • British Columbia

WHEREAS PhotoChannel is the developer and owner of a proprietary Internet based digital imaging network solution for the upload and distribution of digital images for printing of photographs or other products (“System”);

INTERNET PHOTO SERVICES AGREEMENT
Photo Fulfillment Services Agreement • May 6th, 2008 • Photochannel Networks Inc • Services-prepackaged software • Washington

WHEREAS PhotoChannel is the developer and owner of a proprietary Internet based digital imaging network solution for the upload and distribution of digital images for printing of photographs or other products;

LICENSE AND SERVICES AGREEMENT
License and Services Agreement • February 26th, 2003 • Photochannel Networks Inc • Services-prepackaged software • Ontario

PHOTOCHANNEL NETWORKS LIMITED PARTNERSHIP, a limited partnership created pursuant to the laws of British Columbia having an office at Suite 506, 425 West Pender Street, Vancouver, British Columbia, Canada, V6B 6E3

SECOND AMENDMENT INTERNET PHOTO SERVICES AGREEMENT
Internet Photo Services Agreement • December 10th, 2013 • Pni Digital Media Inc • Services-prepackaged software

THIS AMENDMENT AGREEMENT is made as of the 16th day of July, 2013 by and between COSTCO WHOLESALE CORPORATION, a company having an office at 999 Lake Drive, Issaquah, Washington 98027 (“Costco”) and PNI DIGITAL MEDIA INC., (formerly PhotoChannel Networks Inc.) a corporation incorporated under the laws of the Province of British Columbia (“PNI”).

PhotoChannel Services and Software Agreement
Services and Software Agreement • April 2nd, 2007 • Photochannel Networks Inc • Services-prepackaged software • New York

This Services and Software Agreement (the “Agreement”) is made and entered into as of the Effective Date by and between PhotoChannel Networks Inc., (hereinafter called “PhotoChannel”), a corporation incorporated under the laws of the Province of British Columbia, Canada and having an address at Suite 506, 425 Carrall Street, Vancouver, British Columbia, Canada V6B 6E3, and CVS Pharmacy, Inc. (hereinafter called “CVS”), a Rhode Island corporation, on its own behalf and on behalf of its affiliated retail drugstore entities, with principal executive offices located at One CVS Drive, Woonsocket, Rhode Island 02895.

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