Shares SHOPIFY INC. Class A subordinate voting shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2015 • Shopify Inc. • Services-prepackaged software • New York
Shopify Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) Class A subordinate voting shares (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional Class A subordinate voting shares (the “Additional Shares”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The Class A subordinate voting shares of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Class A Shares.” The Class A Shares together with the Class B multiple voting shares of the Company are hereinaf
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 6th, 2015 • Shopify Inc. • Services-prepackaged software • Ontario
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the day of , 2015, by and among SHOPIFY INC., a Canadian corporation (the “Company”), each of the investors listed on Schedule “A” hereto (individually, an “Investor” and collectively, the “Investors”), and each of the shareholders listed on Schedule “B” hereto (individually, a “Key Holder” and collectively, the “Key Holders”).
