Shutterstock, Inc. Sample Contracts

SHUTTERSTOCK, INC. (a Delaware corporation) 2,580,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2020 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
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·] Shares SHUTTERSTOCK, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • September 16th, 2013 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

Shutterstock, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule II hereto severally propose to sell to the several Underwriters, an aggregate of [·] shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”), of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II-A hereto.

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SHUTTERSTOCK, INC. Empire State Building 350 Fifth Avenue, 20th Floor New York, NY 10118
Employment Agreement • January 17th, 2023 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Shutterstock, Inc., a Delaware corporation (collectively, including all direct and indirect subsidiaries and affiliated entities, the “Company”) sets forth the terms and conditions that shall govern the period of your employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

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CREDIT AGREEMENT
Credit Agreement • May 11th, 2022 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 6, 2022, among SHUTTERSTOCK, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

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SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance 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”).

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SHUTTERSTOCK IMAGES LLC SHUTTERSTOCK, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 30th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of by and between Shutterstock Images LLC, a New York limited liability company (“Shutterstock-NY”) and Shutterstock, Inc., a Delaware corporation (“Shutterstock-DE” and, together with Shutterstock-NY, the “Company”), and (“Indemnitee”).

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SHUTTERSTOCK, INC. AMENDED AND RESTATED 2012 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 27th, 2021 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (the “Award Agreement”) shall have the meanings ascribed to them in the Shutterstock, Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (the “Plan”).

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SHUTTERSTOCK, INC. AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 19th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (the “Agreement”), effective as of October 5, 2012, is made between Thilo Semmelbauer (the “Shareholder”) and Shutterstock, Inc. (the “Company”) or its assignees of rights hereunder.

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SHUTTERSTOCK, INC. AMENDED AND RESTATED 2012 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • February 13th, 2020 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

Unless otherwise defined herein, the capitalized terms used in this Performance Stock Unit Award Agreement (the “Award Agreement”) shall have the meanings ascribed to them in the Shutterstock, Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (the “Plan”).

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AGREEMENT AND PLAN OF MERGER dated as of October 5, 2012 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.
Agreement and Plan of Merger • October 5th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 5, 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-

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Confidential Separation Agreement and General Release Dated as of February 25, 2020
Confidential Separation Agreement and General Release • April 28th, 2020 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

When signed below in the places indicated, the following shall constitute an agreement (the “Agreement”) between you (“you” or “Executive”) and Shutterstock, Inc. (“Shutterstock” or the “Company”). Please initial and date each page of this Agreement where indicated in the footer.

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SHUTTERSTOCK, INC. AMENDED AND RESTATED 2012 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR CANADIAN EMPLOYEES
Restricted Stock Unit Award Agreement for Canadian Employees • November 4th, 2016 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (the “Award Agreement”) shall have the meanings ascribed to them in the Shutterstock, Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (the “Plan”).

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FIRST LEASE MODIFICATION AGREEMENT
First Lease Modification Agreement Agreement • November 6th, 2015 • Shutterstock, Inc. • Services-computer processing & data preparation

WHEREAS, Landlord is successor-in-interest to Empire State Building Company L.L.C., the original landlord, and Tenant is the tenant, under that certain agreement of lease dated as of March 21, 2013, covering certain space (the “Office Premises”) consisting of a portion of the 20th floor and the entire rentable area of the 21st floor of the building (“Building”) known as the Empire State Building, 350 Fifth Avenue, New York, New York (which agreement of lease, as same may have been amended or modified through the date hereof, is hereinafter called the “Lease”); and

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Mutual Separation Agreement and General Release Dated as of March 22, 2016
Mutual Separation Agreement and General Release • May 4th, 2016 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
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Transition Agreement and General Release Dated as of July 14, 2017
Transition Agreement • August 4th, 2017 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

When signed below in the places indicated, the following shall constitute an agreement (the “Agreement”) between you (“you” or “Employee”) and Shutterstock, Inc. (“Shutterstock” or “Company”).

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SHUTTERSTOCK, INC. FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration 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”).

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SHUTTERSTOCK, INC. FORM OF RESTRICTED STOCK AGREEMENT
Form of Restricted Stock Agreement • October 5th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made between Thilo Semmelbauer (the “Shareholder”) and Shutterstock, Inc. (the “Company”) or its assignees of rights hereunder as of October 5, 2012.

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Mutual Separation Agreement and General Release Dated as of October 26, 2017
Mutual Separation Agreement • February 22nd, 2018 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

When signed below in the places indicated, the following shall constitute an agreement (the “Agreement”) between you (“you” or “Employee”) and Shutterstock, Inc. (“Shutterstock” or “Company”).

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SUBLEASE
Lease Agreement • May 14th, 2012 • Shutterstock, Inc. • New York

This Lease Agreement (“Lease”) is entered into as of the 15th day of June, 2005 by and between WELLS 60 BROAD STREET LLC (“Landlord” or “Owner”), c/o CRG Management, LLC, 1330 Avenue of the Americas, 23rd Floor, New York, New York 10019 and W.J. BONFANTI, INC. (‘Tenant”), a New York corporation, with offices at 44 Wall Street, 12th Floor, New York, NY 10005.

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SHUTTERSTOCK, INC. Empire State Building New York, NY 10118
Employment Agreement • November 5th, 2019 • Shutterstock, Inc. • Services-computer processing & data preparation

This Amendment (the “Amendment”) to the Employment Agreement dated February 28, 2019 between you and Shutterstock, Inc. (the “Employment Agreement”) is entered into effective as of November 5, 2019 by and between you (referred to hereinafter as the “Executive” or “you”) and Shutterstock, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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SHUTTERSTOCK, INC. Empire State Building New York, NY 10118
Employment Agreement • February 27th, 2017 • Shutterstock, Inc. • Services-computer processing & data preparation

This Amendment (the “Amendment”) to the Employment Agreement dated August 5, 2015 between you and Shutterstock, Inc. (the “Employment Agreement”) is entered into effective as of March 1, 2017 by and between you (referred to hereinafter as the “Executive” or “you”) and Shutterstock, Inc., a Delaware corporation (the “Company”).

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SHUTTERSTOCK, INC. Empire State Building 350 Fifth Avenue, 21st Floor New York, NY 10118
Employment Agreement • August 6th, 2015 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive” or “you”) and Shutterstock, Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern the period of your employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).

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SHUTTERSTOCK, INC.
Deferred Restricted Stock Unit Award Agreement • May 4th, 2016 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

Unless otherwise defined herein, the capitalized terms used in this Deferred Restricted Stock Unit Award Agreement (the “Award Agreement”) shall have the meanings ascribed to them in the Shutterstock, Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”).

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SHUTTERSTOCK, INC. Empire State Building
Shutterstock, Inc. • February 13th, 2020 • Services-computer processing & data preparation

This Amendment (the “Amendment”) to the Severance and Change in Control Agreement, dated September 24, 2012 between you and Shutterstock, Inc., as successor to Shutterstock Images LLC, (the “Severance Agreement”) is entered into on February 11, 2020, by and between you (referred to hereinafter as the “Executive” or “you”) and Shutterstock, Inc., a Delaware corporation (the “Company”) and shall be effective as of April 1, 2020.

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Mutual Separation Agreement and General Release Dated as of November 3, 2015
Shutterstock, Inc. • August 4th, 2016 • Services-computer processing & data preparation • New York

When signed below in the places indicated, the following shall constitute an agreement (the “Agreement”) between you (“you” or “Employee”) and Shutterstock, Inc. (“Shutterstock” or “Company”).

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AMENDMENT AND RELEASE AGREEMENT
Amendment and Release Agreement • January 9th, 2015 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
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AGREEMENT AND PLAN OF MERGER dated as of May 10, 2022, by and among SHUTTERSTOCK, INC. PIRANHA MERGER SUB, INC., POND5, INC., and FORTIS ADVISORS LLC (solely in its capacity as Shareholders’ Representative)
Agreement and Plan of Merger • May 11th, 2022 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 10, 2022 (this “Agreement”), is entered into by and among Pond5, Inc., a Delaware corporation (the “Company”), Shutterstock, Inc., a Delaware corporation (“Parent”), Piranha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Shareholders (as defined herein) (the “Shareholders’ Representative”) (each of the foregoing, a “Party” and collectively, the “Parties”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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AGREEMENT OF LEASE EMPIRE STATE BUILDING COMPANY L.L.C., Landlord and SHUTTERSTOCK, INC., Tenant
Non-Disturbance and Attornment Agreement • May 10th, 2013 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

LEASE (“Lease” or “lease”) made as of this day of March, 2013, between EMPIRE STATE BUILDING COMPANY L.L.C., a New York limited liability company, with an address at 350 Fifth Avenue, New York, New York 10118, hereinafter referred to as “Landlord” and SHUTTER STOCK, INC., a Delaware corporation with an address at 60 Broad Street, 30th Floor, New York, New York 10004, hereinafter referred to as “Tenant”.

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AGREEMENT AND PLAN OF MERGER OF SHUTTERSTOCK, INC. A DELAWARE CORPORATION, and SHUTTERSTOCK IMAGES LLC A NEW YORK LIMITED LIABILITY COMPANY
Agreement and Plan of Merger • October 5th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • Delaware

This Agreement and Plan of Merger dated as of October 5, 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.

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SEVERANCE AND RELEASE AGREEMENT
Severance and Release Agreement • October 8th, 2015 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

This Severance and Release Agreement (the “Agreement”) is made by and between Shutterstock, Inc. (the “Company”), and Timothy E. Bixby (the “Executive”) (collectively, the “Parties”).

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SHUTTERSTOCK, INC. Empire State Building New York, NY 10118
Shutterstock, Inc. • February 13th, 2020 • Services-computer processing & data preparation

This Amendment (the “Amendment”) to the Employment Agreement dated September 24, 2012 between you and Shutterstock, Inc., as successor to Shutterstock Images LLC, (the “Employment Agreement”) is entered into on February 11, 2020, by and between you (referred to hereinafter as the “Executive” or “you”) and Shutterstock, Inc., a Delaware corporation (the “Company”), and effective as of April 1, 2020.

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SECOND LEASE MODIFICATION AND EXTENSION AGREEMENT
Second Lease Modification and Extension Agreement • January 13th, 2016 • Shutterstock, Inc. • Services-computer processing & data preparation • New York

WHEREAS, Landlord is successor-in-interest to Empire State Building Company L.L.C., the original landlord and Tenant is the tenant under that certain agreement of lease dated as of March 21, 2013 (the “Original Lease”), covering certain space (the “Original Demised Premises”) consisting of a portion of the 20th floor and the entire rentable area of the 21st floor of the building (“Building”) known as the Empire State Building, 350 Fifth Avenue, New York, New York (which Original Lease, as modified by a certain letter agreement dated July 23, 2013, by a certain letter agreement dated August 7, 2013, and by a certain First Lease Modification Agreement dated as of August 31, 2015 (the “First Modification”), is hereinafter called the “Existing Lease”); and

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THIRD LEASE MODIFICATION AGREEMENT
Agreement • August 4th, 2016 • Shutterstock, Inc. • Services-computer processing & data preparation

WHEREAS, Landlord is successor-in-interest to Empire State Building Company L.L.C., the original landlord, and Tenant is the tenant, under that certain lease (the “Original Lease”), dated as of March 21, 2013, covering certain space (the “Original Demised Premises”) consisting of a portion of the 20th floor and the entire rentable area of the 21st floor of the building (“Building”) known as the Empire State Building, 350 Fifth Avenue, New York, New York (which Original Lease, as modified by a certain letter agreement, dated July 23, 2013, by a certain letter agreement, dated August 7, 2013, by a certain First Lease Modification Agreement, dated as of August 31, 2015 (the “First Modification”), and by a certain Second Lease Modification and Extension Agreement, dated as of January 21, 2016 (the “Second Modification”), is hereinafter called the “Existing Lease”); and

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