Getty Investments L.L.C.Merger Agreement • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Abe Investment, L.P. (“Parent”), Abe Acquisition Corp. (“Merger Sub”) and Getty Images, Inc. (the “Company”) and (ii) the Interim Investor Agreement (the “Interim Investor Agreement”), dated the date hereof, by and among Getty Investments, Parent and the other parties named therein. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.
WAIVER AND AMENDMENT TO RESTATED OPTION AGREEMENTOption Agreement • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • New York
This WAIVER AND AMENDMENT TO RESTATED OPTION AGREEMENT, dated as of February 24, 2008 (this “Agreement”), is by and among Getty Investments L.L.C., a Delaware limited liability company (“Getty Investments”), Getty Images, Inc., a Delaware corporation (“Getty Images”), Getty Communications Limited (f/k/a Getty Communications plc) a company organized under the laws of England and Wales (“Getty Communications”), and Abe Investment, L.P., a Delaware limited partnership (“Parent”).
Re: Rollover Commitment LetterRollover Commitment Letter • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time in compliance with the Interim Investors Agreement, the “Merger Agreement”), by and among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Abe Acquisition Corp., a Delaware corporation (“Merger-Sub”), and Getty Images, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors”.
FIFTH AMENDMENT AND WAIVER TO STOCKHOLDERS AGREEMENTStockholders Agreement • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • Delaware
This Fifth Amendment and Waiver to Stockholders Agreement (the “Amendment”) is made effective as of the 24th day of February, 2008, by and between (a) Getty Images, Inc., a Delaware corporation (the “Company”), and (b) Getty Investments L.L.C., a Delaware limited liability company (“Getty Investments”), Mark H. Getty, Jonathan D. Klein, RBC Trustees (C.I.) Limited, as Trustee of The October 1993 Trust, and Abacus Trust Company Limited, as Trustee of the JD Klein Family Settlement (as successor by assignment from Crediton Limited).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • Delaware
This Interim Investors Agreement (the “Agreement”) is made as of February 24, 2008 by and among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Abe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Abe Investment Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Holdings”), and the other parties appearing on the signature pages hereto.
VOTING AGREEMENTVoting Agreement • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • Delaware
VOTING AGREEMENT, dated as of February 24, 2008 (this “Agreement”), among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Getty Investments L.L.C., a Delaware limited liability company (“Investments”), the October 1993 Trust, an Isle of Jersey trust (“1993 Trust”), the Cheyne Walk Trust, a Nevada irrevocable private trust (“CWT”), the Ronald Family Trust B, a Nevada irrevocable private trust (“RFTB”), Mark H. Getty, an individual (“Mark Getty”), and the Options Settlement, an Isle of Jersey trust (“Options Settlement,” and together with Investments, 1993 Trust, CWT, RFTB and Mark Getty, the “Stockholders”).
