0000950149-06-000362 Sample Contracts

January 5, 2005 Dear Jeff:
General Release Agreement • June 29th, 2006 • Shutterfly Inc • California

On behalf of the Board of Directors of Shutterfly, Inc. (the “Company”), I am pleased to offer you employment with the Company on the terms set forth in this letter agreement (the “Agreement”).

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July 22, 2001 Dear Jeannine,
Shutterfly Inc • June 29th, 2006

On behalf of Shutterfly, Inc. (the “Company”), I am pleased to promote you to the full-time position of Vice President of Engineering reporting to the Company’s Chief Executive Officer. By signing this letter agreement, you confirm to the Company that you have accepted this promotion and it’s effective date of August 1, 2001.

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • June 29th, 2006 • Shutterfly Inc • Delaware

This Indemnity Agreement (this “Agreement”), dated as of ___, 2006, is made by and between Shutterfly, Inc., a Delaware corporation (the “Company”), and [___], a director and/or officer of the Company (the “Indemnitee”).

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 29th, 2006 • Shutterfly Inc • California

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of November 11, 2005, by and among Shutterfly, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...
Supply Agreement • June 29th, 2006 • Shutterfly Inc • New York

WHEREAS, Fuji distributes photographic products, including minilabs and digital equipment (“Equipment”), standard grade color paper (“Paper”) and processing chemistry (“Chemistry”); and

July 12, 2001 Dear Andrew,
Shutterfly Inc • June 29th, 2006

On behalf of Shutterfly, Inc. (the “Company”), I am pleased to offer you the full-time position of Chief Marketing Officer reporting to the Company’s Chief Executive Officer. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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