PHOTOWORKS, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • June 2nd, 2006 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
THIS CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of the 30th day of May, 2006 (the “Effective Date”) by and among PHOTOWORKS, INC., a Washington corporation (the “Company”), and the purchasers identified on the signature page hereof and included in Exhibit A hereto (the “Purchasers”).
PHOTOWORKS, INC. INVESTOR RIGHTS AGREEMENT May 30, 2006 PHOTOWORKS, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 2nd, 2006 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Investor Rights Agreement (the “Agreement”) is made as of the 30th day of May, 2006 by and among PhotoWorks, Inc., a Washington corporation (the “Company”), and the investors set forth on the signature pages hereto (the “Investors”).
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...Warrant Agreement • June 2nd, 2006 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
THIS CERTIFIES THAT, for value received, _____________ (together with its permitted assignees, the “Holder”) is entitled to subscribe for and purchase _________________ (________) 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 $0.40 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 and Warrant Purchase Agreement, dated as of May 30, 2006 among the Company and the purchasers named therein (the “Purchase Agreement. Unless defined herein, all capitalized terms in this Warrant shall have the meaning ascribed to them in the Purchase Agreemen
