·] Shares SHUTTERSTOCK, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) and Jefferies & Company, Inc. (“Jefferies,” and together with Morgan Stanley and Deutsche Bank, the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Shutterstock, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Thilo Semmelbauer (“Executive”) and Shutterstock Images LLC (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
FORM OF AGREEMENT AND PLAN OF MERGER dated as of among SHUTTERSTOCK, INC., SHUTTERSTOCK INVESTORS II, INC., INSIGHT VENTURE PARTNERS (CAYMAN) V, L.P., SHUTTERSTOCK INVESTORS III, INC. and INSIGHT VENTURE PARTNERS V COINVESTMENT FUND, L.P.Merger Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of [ ], 2012, by and among Shutterstock, Inc., a Delaware corporation (the “Company”), Shutterstock Investors II, Inc., a Delaware corporation (“SS II”), Insight Venture Partners (Cayman) V, L.P., a limited partnership organized under the laws of the Cayman Islands (“Insight Cayman”), Shutterstock Investors III, Inc., a Delaware corporation (“SS III”), and Insight Venture Partners V Coinvestment Fund, L.P., a limited partnership organized under the laws of the State of Delaware (“Insight Coinvestment”). The Company, SS II, Insight Cayman, SS III and Insight Coinvestment are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.” This Agreement and the transactions contemplated hereby (including the Mergers, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Company’s Registration Statement on Form S-1 (Fil
FORM OF AGREEMENT AND PLAN OF MERGER OF SHUTTERSTOCK, INC. A DELAWARE CORPORATION, and SHUTTERSTOCK IMAGES LLC A NEW YORK LIMITED LIABILITY COMPANYMerger Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger dated as of , 2012 (the “Agreement”) is between Shutterstock Images LLC, a New York limited liability company (“Shutterstock-NY”), and Shutterstock, Inc., a Delaware corporation (“Shutterstock-DE”). Shutterstock-DE and Shutterstock-NY are sometimes referred to in this Agreement as the “Constituent Companies.” This Agreement and the transactions contemplated hereby (including the Merger, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Registration Statement on Form S-1 (File No. 333-181376) of Shutterstock-DE (the “Registration Statement”) relating to an initial public offering by Shutterstock-DE (the “IPO”) effective under the Securities Act of 1933, as amended.
SHUTTERSTOCK, INC. FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2012, by and among Shutterstock, Inc., a Delaware corporation (the “Company”), and the holders the Company’s capital stock listed on Schedule 1 hereto (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
This Employment Agreement (the “Agreement”) is made and entered into by and between James Chou (“Executive”) and Shutterstock Images LLC (the “Company”), effective as of the date set forth by the signature of the Executive below (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
This Employment Agreement (the “Agreement”) is made and entered into by and between Jonathan Oringer (“Executive”) and Shutterstock Images LLC (the “Company”), effective as of the date set forth by the signature of the Executive below (the “Effective Date”).
ContractEmployment Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT dated as of March 21, 2010 (this “Agreement”), between SHUTTERSTOCK IMAGES LLC, a New York limited liability company (the “Company”), and THILO SEMMELBAUER (the “Executive”).
ContractEmployment Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT dated as of May 16, 2011 (this “Agreement”), between Shutterstock Images LLC, a New York limited liability company (the “Company”), with its principal place of business at 60 Broad Street, 30th Floor, New York, New York, 10004 and Timothy E. Bixby (the “Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
The undersigned authorized officer of Shutterstock Images LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
