WHEREAS:Registration Rights Agreement • December 1st, 2004 • Walker Financial Corp • Services-photofinishing laboratories • Illinois
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...Warrant Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
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
WHEREAS:Common Stock Purchase Agreement • December 1st, 2004 • Walker Financial Corp • Services-photofinishing laboratories • Illinois
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
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...Placement Agent Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Delaware
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
FACE AMOUNT $220,000 PRICE $220,000 DEBENTURE NUMBER December - 2005-101 ISSUANCE DATE December 23, 2005 MATURITY DATE December 22, 2010Debenture Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
ARTICLE I DEFINED TERMSSecurity Agreement • August 18th, 2003 • Walker Financial Corp • Services-photofinishing laboratories • New York
ARTICLE 1.Purchase Agreement • April 15th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Delaware
WITNESSETH ----------Consulting Agreement • November 22nd, 2004 • Walker Financial Corp • Services-photofinishing laboratories • New York
Walker Financial Corp. -------------------- This offering consists of $220,000 of the Company's 5 Year Convertible Debentures convertible into the Company's Common Stock. SUBSCRIPTION AGREEMENT SUBSCRIPTION PROCEDURES Convertible Debentures of Walker...Subscription Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
LOAN AGREEMENTLoan Agreement • August 18th, 2003 • Walker Financial Corp • 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
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the "Agreement"), dated as of December 23, 2005, by and between Walker Financial Corporation, a corporation organized under the laws of State of Delaware, with its principal executive office...Registration Rights Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
Exhibit 10.6 ------------ DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 20, 2006, by and between Walker Financial Corp., a company organized under the laws of state of Delaware...Debenture Registration Rights Agreement • February 24th, 2006 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
MARKETING AND DEVELOPMENT AGREEMENT This Agreement is entered into by and between American Data Source (herein referred to as "ADS") and Parkway Advisors Group, Inc. dba Parkway Solutions (herein referred to as "Parkway") (jointly referred to as the...Marketing and Development Agreement • October 7th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Texas
WITNESSETHConsulting Agreement • November 23rd, 2005 • Walker Financial Corp • Services-photofinishing laboratories • New York
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 23, 2005, by and between Walker Financial Corp, Inc., a Delaware corporation with its principal place of business located at 990 Stewart...Security Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of December 23, 2005 by and between Walker Financial Corporation, a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership...Investment Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
DEBENTURE REGISTRATION RIGHTS AGREEMENT DEBENTURE REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 23, 2005, by and between Walker Financial Corp., a company organized under the laws of state of Delaware,(the "Company"), and the...Debenture Registration Rights Agreement • December 30th, 2005 • Walker Financial Corp • Services-photofinishing laboratories • Massachusetts
WITNESSETHConsulting Agreement • November 23rd, 2005 • Walker Financial Corp • Services-photofinishing laboratories • New York
Marcum & Kleigman LLP --------------------------------------------------------- ----------------------- Certified Public Accountants & Consultants A Limited Liability Partnership Consisting of Professional CorporationsIndependent Registered Public Accounting Firm's Consent • December 6th, 2005 • Walker Financial Corp • Services-photofinishing laboratories
MODIFICATION AGREEMENT AGREEMENT entered into this 20th day of September, 2005 by and between Walker Financial Corporation, a Delaware corporation having an address at 990 Stewart Avenue, Garden City, New York 11530 (hereinafter "Company") and Cindy...Modification Agreement • December 6th, 2005 • Walker Financial Corp • Services-photofinishing laboratories
AGREEMENT entered into this 20th day of September, 2005 by and between Walker Financial Corporation, a Delaware corporation having an address at 990 Stewart Avenue, Garden City, New York 11530 (hereinafter "Company") and Cindy Dolgin, having an address at 3 Jordan Drive, Great Neck, N.Y. 11021 (hereinafter "Lender").
LETTER AGREEMENTLetter Agreement • December 18th, 2007 • Walker Financial Corp • Services-photofinishing laboratories
AGREEMENT made this 11th day of December, 2007 by and between Walker Financial Corporation having an address at 990 Stewart Avenue, Suite 650, Garden City, New York 11530 (“Walker”) and Dutchess Private Equities Fund L.P., Dutchess Private Equities Fund II, L.P, Dutchess Private Equities Fund, Ltd. and Dutchess Private Equities all having an address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 022116 (“Dutchess”).
WITNESSETHConsulting Agreement • November 22nd, 2004 • Walker Financial Corp • Services-photofinishing laboratories • New York
NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE HAS BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER...Convertible Note Agreement • April 14th, 2004 • Walker Financial Corp • Services-photofinishing laboratories • New York
