Exhibit 10.1Lease Agreement • August 10th, 2004 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
Exhibit 10.28Nonqualified Stock Option Agreement • December 27th, 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
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 10.3 LEASE AGREEMENTLease Agreement • May 13th, 1997 • Seattle Filmworks Inc • Services-photofinishing laboratories
RECITALSInvestor Rights Agreement • April 30th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
INTERBAY -------- B U I L D I N G LEASE betweenLease • May 9th, 2000 • 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
SECOND AMENDMENT TO LEASELease Agreement • December 29th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories
EXHIBIT 10.64Sales Contract • December 28th, 1995 • Seattle Filmworks Inc • Services-photofinishing laboratories
Exhibit 10.14 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 28th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
Exhibit 10.1Lease Termination Agreement • May 11th, 2004 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
RECITALS --------Credit Agreement • December 23rd, 1999 • Seattle Filmworks Inc • Services-photofinishing laboratories
EXHIBIT 10.1 CREDIT AGREEMENT THIS AGREEMENT is entered into as of March 1, 1997, by and between SEATTLE FILMWORKS, INC., a Washington corporation, OPTICOLOR, INC., a Washington corporation, and SEATTLE FILMWORKS MANUFACTURING COMPANY, INC., a...Credit Agreement • July 31st, 1997 • Seattle Filmworks Inc • Services-photofinishing laboratories • Washington
EXHIBIT 10.3Consent to Sublease • December 19th, 1996 • Seattle Filmworks Inc • Services-photofinishing laboratories
AGREEMENT ---------Employment Agreement • December 29th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
Exhibit 10.36 AGREEMENT TO RESTRUCTURE DEBT ----------------------------- FCB Worldwide, Inc. d/b/a FCB Seattle ("FCB") and PhotoWorks, Inc. ("PhotoWorks") enter into this Agreement to Restructure Debt ("Agreement") effective as of the 1/st/ day of...Debt Restructuring Agreement • December 29th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
ADDRESS OF PREMISES Federal Center South 1202 Warehouse 4735 E. Marginal Way South Seattle, WA 98134 THIS AGREEMENT, made and entered into this date by and between PhotoWorks, Inc. whose address is 1260 16/th/ Avenue West Seattle, WA 98119Supplemental Lease Agreement • May 15th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories
RECITALS --------Credit Agreement • August 8th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
RECITALSLoan and Security Agreement • February 13th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • California
Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2002 • Photoworks Inc /Wa • Services-photofinishing laboratories
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
5. Parent does hereby assign, transfer, deliver and set over unto SFW Manufacturing and its successors and assigns forever all of the assets and liabilities set forth on Exhibit B hereto and SFW Manufacturing hereby assumes, --------- and agrees to...General Assignment • December 19th, 1996 • Seattle Filmworks Inc • Services-photofinishing laboratories
PhotoWorks, INC. SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT TABLE OF CONTENTS 1. Purchase and Sale of Series A Preferred Stock and Issuance of Warrants...1 1.1 Issuance of Series A Preferred Stock and Warrants...............1 1.2...Series a Preferred Stock and Warrant Purchase Agreement • February 16th, 2000 • Seattle Filmworks Inc • Services-photofinishing laboratories • Washington
RECITALS WHEREAS, Original Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Loan Agreement between Original Borrower and Bank dated as of April 10, 1996, as amended from time to time ("Loan Agreement");...Loan Agreement • December 19th, 1996 • Seattle Filmworks Inc • Services-photofinishing laboratories
SHARE TENDER AGREEMENTShare Tender Agreement • November 29th, 2007 • Photoworks Inc /Wa • Services-photofinishing laboratories • Ohio
This SHARE TENDER AGREEMENT (this “Agreement”), is dated as of November 28, 2007 (this “Agreement”), by and among AG.com, Inc., an Ohio corporation (“Parent”), Photo Merger Corp., a Washington corporation and a wholly owned subsidiary of Parent (“Subcorp”), PhotoWorks, Inc., a Washington corporation (“PhotoWorks”), and Madrona Venture Fund I-B, L.P., in its capacity as shareholder of PhotoWorks (the “Shareholder”).
PHOTOWORKS, INC. AND THE PURCHASERS NAMED HEREIN COMMON STOCK AND WARRANT PURCHASE AGREEMENT OCTOBER 5, 2006 PHOTOWORKS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • October 10th, 2006 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of October 5, 2006 by and between PHOTOWORKS, INC., a Washington corporation with its principal office at 71 Columbia Street, Suite 200, Seattle, Washington 98104 (the “Company”), those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”), and the investors (the “August 2006 Bridge Investors”) under that certain Investor Rights Agreement dated August 22, 2006 among the Company and the investors set forth therein (the “August 2006 Investor Rights Agreement”).
EXHIBIT 10.3 SECOND AMENDMENT TO LEASE THIS AMENDMENT modifies that certain Lease Agreement executed on September 10, 1985, which was amended April 28, 1989 (the "First Amendment to Lease") (collectively, the Lease Agreement and the First Amendment to...Lease Agreement • December 23rd, 1998 • Seattle Filmworks Inc • Services-photofinishing laboratories
RECITALS --------Credit Agreement • December 29th, 2000 • Photoworks Inc /Wa • Services-photofinishing laboratories
RECITALSAsset Purchase Agreement • December 27th, 2004 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
WAREHOUSE SUBLEASE (SEATTLE FILMWORKS MANUFACTURING COMPANY)Warehouse Sublease • December 23rd, 1999 • Seattle Filmworks Inc • Services-photofinishing laboratories • Washington
EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of February 24, 1998, by and between SEATTLE FILMWORKS, INC., a Washington corporation, OPTICOLOR, INC., a Washington...Credit Agreement • July 30th, 1998 • Seattle Filmworks Inc • Services-photofinishing laboratories • Washington
EXHIBIT 10.33Change of Control Agreement • December 28th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories
RECITALSSubordinated Convertible Debenture Purchase Agreement • April 30th, 2001 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
Exhibit 10.24 EMPLOYMENT AND SEPARATION AGREEMENT AND RELEASEEmployment Agreement • December 23rd, 2003 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
