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-
SHUTTERSTOCK, INC. FORM OF RESTRICTED STOCK AGREEMENTForm 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.
AGREEMENT AND PLAN OF MERGER OF SHUTTERSTOCK, INC. A DELAWARE CORPORATION, and SHUTTERSTOCK IMAGES LLC A NEW YORK LIMITED LIABILITY COMPANYAgreement 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.
SHUTTERSTOCK, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2012 • Shutterstock, Inc. • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 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”).
