PHOTOWORKS, INC. AMENDMENT TO SUBORDINATED DEBENTURESAmendment to Subordinated Debentures • May 31st, 2005 • Photoworks Inc /Wa • Services-photofinishing laboratories • Washington
This Amendment to Subordinated Debentures (this “Amendment”) is made this 16th day of February, 2005 by and between Photoworks, Inc., a Washington corporation (the “Company”) and Matinicus LP (“Purchaser”), and shall be effective as of the effective date of the approval by the Company’s shareholders (the “Shareholder Approval”) of the Recapitalization Proposal (as defined in that certain Convertible Note, Warrant and Common Stock Purchase Agreement dated as of the date hereof by and among the Company, the Purchaser and certain other parties listed on Schedule 1 thereto (the “Purchase Agreement”)). This Amendment shall automatically terminate and be of no further force and effect, but the Debentures shall survive as if they had not been amended hereby, if the Company’s shareholders reject the Recapitalization Proposal at the Company’s 2005 Annual Meeting of Shareholders. Unless defined herein, all capitalized terms shall have the meanings ascribed to them in the Purchase Agreement.
