0000950134-07-024671 Sample Contracts

SHARE TENDER AGREEMENT

Share Tender Agreement • November 29th, 2007 • Photoworks Inc /Wa • Services-photofinishing laboratories • Ohio

• Contract Type
  Share Tender Agreement
• Filed
  November 29th, 2007
• Company
  Photoworks Inc /Wa
• Industry
  Services-photofinishing laboratories
• Jurisdiction
  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”).

AGREEMENT AND PLAN OF MERGER AMONG AG.COM, INC. (“Parent”), PHOTO MERGER CORP. a wholly owned direct subsidiary of Parent (“Subcorp”) and PHOTOWORKS, INC. (“PhotoWorks”) November 28, 2007

Merger Agreement • November 29th, 2007 • Photoworks Inc /Wa • Services-photofinishing laboratories • Ohio

• Contract Type
  Merger Agreement
• Filed
  November 29th, 2007
• Company
  Photoworks Inc /Wa
• Industry
  Services-photofinishing laboratories
• Jurisdiction
  Ohio

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 28th day of November, 2007, by and among AG.com, Inc., a Delaware corporation (“Parent”), Photo Merger Corp., a Washington corporation and a wholly owned subsidiary of Parent (“Subcorp”), and PhotoWorks, Inc., a Washington corporation (“PhotoWorks”).