"Schedule A"
Editorial Content Supply Agreement
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License•Supplier hereby appoints Shutterstock as its agent for the licensing of the Supplier’s copyrighted images, footage and written
content (“Content”) which Content Supplier will deliver to Shutterstock pursuant to this Agreement.

•Supplier hereby grants to Shutterstock the right and license to reproduce, prepare derivative works incorporating, publicly
display, distribute, sublicense, advertise, and market the Content in the Territory (as such term is defined above) in all media
now known or hereinafter devised. Supplier grants to Shutterstock the right to sublicense and sell reproduction rights to theContent.

•Shutterstock acknowledges that the Content remains the property of the Supplier and that copyright in the Content remains
with the Supplier or its suppliers. Supplier expressly waives, to the fullest extent permitted by law, any artist’s authorshiprights or droit moral that Supplier would otherwise have under the laws of England or similar laws of any jurisdiction.

•Shutterstock, Shutterstock’s affiliated companies and those third parties acting on Shutterstock’s behalf (“Distributors”) eachhas full authority to negotiate the terms of each Sale of the Content, including the fee, duration and scope of any licence in
the Territory, subject to the terms and conditions in this Agreement.

•Supplier grants to Shutterstock a worldwide, non-exclusive right to use Supplier’s name, display name and Content inconnection with Shutterstock’s marketing and promotional activities without the payment of compensation to Supplier.
Shutterstock, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to Supplier.

Royalties and Sales Reports•

Shutterstock will make reports of sales of licenses to the Content (“Sales Reports”) available to Supplier electronically within
forty (40) days following the end of the month in which the invoice was raised against the use of the Content. In each Sales
Report, Shutterstock shall report Royalties along with relevant information about each Sale, including identifying each item ofContent and the associated license fees.

•Shutterstock may recoup royalties paid to you in connection with refunds issued by Shutterstock by deducting applicableroyalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions.
Shutterstock does not deduct the amount credited to your account for refunds and chargebacks in connection with any
license, but it reserves the right to change this policy at any time. Such change shall not constitute a material modification tothe TOS. Shutterstock shall notify you of any such change with an announcement on your login page. If Shutterstock makes anoverpayment of royalties or other compensation to you for any reason, Shutterstock shall have the right to deduct the amountof such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or othercompensation. Payment of royalties shall be contingent on Supplier providing to Shutterstock completed tax forms (i.e. W8,W9 or any other relevant tax form) as may be requested by Shutterstock from time to time.

Shutterstock agrees to:•Abide by any restrictions agreed in writing with Supplier, as must also be indicated by Supplier in the IPTC caption field ofasset files supplied as part of the Content or as otherwise directed by Shutterstock. Shutterstock will make commerciallyreasonable efforts to ensure that details of any such restrictions are supplied to clients with the Content, if appropriate.
Shutterstock reserves the right to reject any Content it deems commercially unviable due to restrictions imposed by theSupplier or for any other reason in Shutterstock’s sole and reasonable discretion.

•Make commercially reasonable efforts to ensure that Shutterstock’s licensees who reproduce the Content in an editorial
manner are contractually obliged to apply a byline or credit to the photographer and Shutterstock, unless otherwise agreed toin advance by Shutterstock.

Supplier agrees to:•Submit Content according to Shutterstock’s submission and account guidelines with regard to caption information,
notification of restrictions, asset size and quality. The terms of the Shutterstock submission guidelines are deemedincorporated into and made a part of this Agreement by this reference.

•Maintain valid and accurate “credentials”, model and/or property releases (collectively, “Releases”) for all Content Suppliersubmits to Shutterstock requiring any Release. Supplier agrees that Supplier is solely responsible for retaining all original suchReleases and maintaining complete and accurate records thereof. Supplier agrees to provide Shutterstock with such Releases
upon Shutterstock’s reasonable request.

Content•

The Supplier is solely responsible for making adequate back-up files of all Content and for keeping the Content adequately
insured, at the Supplier’s discretion. Under no circumstance shall Shutterstock be responsible for any failure to return Content
or for damage caused to Content, nor shall Shutterstock be obligated to provide copies of the Content to Supplier.

•Shutterstock may amend or add to the existing metadata of Content supplied under this Agreement for the purposes ofexploiting the Content in accordance with the terms of this Agreement. Shutterstock is the legal owner of any such

amendments or additions and is under no obligation to provide this metadata to the Supplier, who remains the holder of
copyright in the original Content. Except for Assignment Content, all Content will, however, be withdrawn from sale and will
not be exploited by Shutterstock following termination of this Agreement in accordance with the provisions of clauses 6.2
through 6.5 below.

••Shutterstock may modify the Content supplied under this Agreement to enhance or improve it for the purposes of exploiting
the Content in accordance with the terms of this Agreement. In the event that Shutterstock makes any modifications to theContent, Shutterstock shall be the legal owner of the digital file(s) created when the Content is modified in this way and isunder no obligation to provide such file(s) to the Supplier, who remains the holder of copyright in the original Content. Exceptfor Assignment Content, all Content will, however, be withdrawn from sale and will not be exploited by Shutterstock following
termination of this Agreement in accordance with the provisions of clauses 7.2 through 7.5 below.

•Supplier agrees that Shutterstock may permit Content designated “Editorial Use Only” to be used in a non-Editorial manner at
Shutterstock’s sole discretion (e.g. Shutterstock may permit a customer to use Content designated Editorial Use Only forcommercial purposes where the customer obtains the necessary rights and clearances for such use).

Term and Termination•This Agreement will begin on the Effective Date and will run for an initial term of 36 months (the “Initial Term”). After theexpiration of the Initial Term, this Agreement will automatically renew for successive 12 month renewal terms (each a“Renewal Term”). The Initial Term and the Renewal Term are collectively referred to as the “Term”. During any Renewal Term,either party can terminate the Agreement upon ninety (90) days' prior written notice by either party.

•In the event of termination, Shutterstock undertakes to withdraw from sale and cease further exploitation of Supplier’sContent, other than the Assignment Content. The Supplier understands that although Content may be removed from theShutterstock database upon request, Content sent to or downloaded by a client in anticipation of a Sale prior to the date oftermination may be licensed by such client during a commercially reasonable amount of time following termination.
Shutterstock will continue to pay the Supplier the Royalties in accordance with this Supplier Agreement, and all applicableterms of this Supplier Agreement will be deemed to survive such termination in all applicable respects until such time as nofurther licensing is commercially reasonable. Supplier hereby grants to Shutterstock the limited right to maintain digital copiesof the Content in perpetuity solely for purposes of recordkeeping and compliance. The non-exclusive license to sublicense anddistribute the Assignment Content shall survive any expiration or termination of the Agreement and Shutterstock shall pay
Royalties to Supplier on licenses of the Assignment Content, whenever arising.

•Shutterstock will terminate your account no later than ninety (90) days following its receipt of a written request from you. For
the sake of clarity, before the termination of your account is made effective by Shutterstock, your Content will remain
available for license by Shutterstock customers. Notwithstanding the foregoing, in the event that Shutterstock materiallymodifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of theeffective date of such modifications.

•The Supplier may request Shutterstock to use its reasonable endeavours to return any hardcopy Content supplied toShutterstock. Shutterstock may at its discretion charge the Supplier for Shutterstock’s reasonable expenses for researching
and returning hardcopy Content within a commercially reasonable timeframe.

•Modified versions of Content (including additions or modifications to metadata in accordance with clause 6.2 and digital asset
file versions of Content created as a result of modifications or enhancements by Shutterstock in accordance with clause 6.3
will not be returned to the Supplier on termination of this Agreement. They will, however, be withdrawn from sale inaccordance with the foregoing termination provisions.

•Either party may terminate this Agreement on 90 days written notice for convenience or immediately by written notice to theother party, if the other party: (a) breaches any material terms of this Agreement which breach is: (i) not cured within 30 days
from written notice, or (ii) not capable of effective remedy; or (b) is declared bankrupt or goes into liquidation or receivership.
Notwithstanding the foregoing, Shutterstock reserves the right to terminate this agreement for convenience.

•In the event of a termination under clause 7.6, the provisions of clauses 7.2 to 7.5 will apply.

•Confidentiality. Supplier acknowledges that it will acquire certain confidential information, including but not limited to royalty rates,royalty payments and earnings data (collectively, "Confidential Information"). Confidential Information shall not be disclosed to any
third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, whoshall first agree to keep the terms confidential.

•Warranties and Representations. The Supplier warrants and represents to Shutterstock:•Supplier has the right to enter into this Agreement and that it has all rights in the Content necessary to grant toShutterstock the rights herein granted.

•The Content and all parts thereof are owned and/or controlled by the Supplier, are unencumbered and original works andare capable of copyright protection in all countries where copyright or similar protection is available.

•The Content was created in full compliance with all applicable laws and/or regulations and the Content does not violate
any applicable laws and/or regulations, including with respect to any laws and/or regulations applicable to the creation oruse of drone and other aerial footage.

•There is no suit, action, claim or other legal or administrative proceeding now pending or threatened which might directly
or indirectly affect the Content or which might in any way impair the rights granted by Supplier to Shutterstockhereunder.

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The Content shall be free from defects in material and workmanship.

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Supplier possesses valid credentials for each item of “Editorial Use Only” Content for which credentials may be required.

•All metadata and captions submitted to Shutterstock are accurate and true.

Indemnification•The Supplier shall indemnify and hold harmless Shutterstock, its parent company, affiliates, subsidiaries, group companies
and their directors, officers, members, shareholders, employees and agents from any damages, costs or losses of any
nature whatsoever arising from any breach or alleged breach of the warranties made by Supplier herein. Thesewarranties and indemnity shall survive any termination or expiration of this Agreement.

•Shutterstock shall indemnify and hold harmless the Supplier against any third-party damages, costs, or losses of any
nature arising from any third-party claim that Shutterstock breached Shutterstock’s obligations in this Agreement.

•If Shutterstock is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole
discretion. If Supplier is the indemnifying party, Shutterstock shall have the right but not the obligation to assume control
of any litigation. Neither party shall make any settlement that imposes any financial obligation on the other party, without
the other party’s advance written consent, which will not be unreasonably withheld or delayed. When indemnification issought due to a legal claim by a third party, the indemnified party shall promptly notify the indemnifying party of theclaim within a reasonable period that does not prejudice or materially increase the cost of the indemnifying party’sdefense. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its
indemnification obligations under this Agreement, unless the failure to notify causes material prejudice to theindemnifying party or materially increases the cost of the indemnifying party’s defense. The indemnifying party shalldefend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying
party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified
party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. Iffor any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at theindemnifying party's sole expense.

Miscellaneous•

This Agreement supersedes any previous agreements related to Shutterstock’s distribution of Supplier’s photographic orfootage material and incorporates the entire understanding of the parties concerning the subject matter contained herein
and may not be modified, amended or otherwise changed in any respect except by a separate written agreement signedby both parties.

•Shutterstock may freely assign this Agreement in part or in full to any affiliate, subsidiary, parent or group company,
provided the assignee assumes full responsibility for Shutterstock’s assigned rights and responsibilities.

•Arbitration.
•Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled bybinding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American
Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of thecommencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The
place of arbitration shall be one of the following jurisdictions (whichever is closest to you): New York, NY; London,England; Los Angeles, CA. The language of the arbitration shall be English. There shall be one arbitrator to be
mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that any
claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of acrime, hacking, cyber-attack) constitutes an exception to the arbitration obligations herein and may be brought in ajudicial proceeding in a court of competent jurisdiction. This arbitration provision will survive termination of thisAgreement.

•YOU AND SHUTTERSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITSINDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVEACTION. Unless both you and Shutterstock agree, no arbitrator or judge may consolidate more than one person’sclaims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award
injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief
warranted by that party’s individual claim. You and Shutterstock acknowledge and agree that we are each waiving
the right to a trial by jury as to all arbitrable disputes under this Agreement.

•If a court decides that applicable law precludes enforcement of any of the limitations in this Section 12.3 as to aparticular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may bebrought in court.

•This Agreement shall be governed and interpreted in all respects in accordance with the laws of England and Wales.

•Shutterstock and Supplier are independent contractors. There is no relationship of partnership, joint venture,employment, or franchise between Shutterstock and the Supplier. If any part of this Agreement is held void orunenforceable, it shall not affect the validity of the balance of the agreement. This Agreement shall be binding upon andshall inure to the benefit of each party and their respective legal representatives, successors in interest and permittedassigns.

•Except as expressly contained herein, neither Shutterstock nor any of its officers, employees, managers, members,shareholders, directors, suppliers shall be liable to Supplier for any punitive, special, indirect, exemplary, consequential orincidental damages, including but not limited to loss of profits, arising out of or related to this Agreement, even if suchShutterstock has been advised of the possibility of such damages, costs or losses.
•For the purposes of this Agreement, the term, “Trademark(s)”, means all common law or registered trademarks, logos,service marks, trade names, Internet domain names or other indications of origin now or in the future used byShutterstock.

•Nothing contained herein grants or shall be construed to grant Supplier any rights to use any Shutterstock Trademarks.
Supplier agrees that it will not use Shutterstock’s Trademarks in any manner that might tarnish, disparage or reflect
adversely on such Trademarks or Shutterstock. Nor will Supplier contest or otherwise challenge (e.g. in any legal action orotherwise) or assist or encourage any other person or entity to contest or challenge, the validity of any of Shutterstock
Trademarks or the Trademark rights claimed by Shutterstock.

•If any individual term of this Agreement is found to be invalid or unenforceable by any legal or regulatory body ofcompetent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting theremaining parts of such individual term, or any other part of the Agreement, so that the Agreement shall otherwise
remain in full force and effect. The Agreement shall be binding upon and shall inure to the benefit of each party and theirrespective legal representatives, successors in interest.