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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/04/08  Jupitermedia Corp                 PREM14A                1:177                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement                         HTML  1,233K 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

JUPITERMEDIA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Not applicable

The filing fee was determined based on the $96,000,000 total consideration proposed to be paid to Jupitermedia Corporation in the transaction.

$96,000,000

$3,772.80

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Jupitermedia Corporation

23 Old Kings Highway South

Darien, Connecticut 06820

(203) 662-2800

PROPOSED SALE OF JUPITERIMAGES CORPORATION, A SUBSIDIARY OF

JUPITERMEDIA CORPORATION

YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Jupitermedia Corporation, a Delaware corporation (“Jupitermedia” or the “Company”), to be held on [            ], 2009, at 10:00 a.m., local time, at Jupitermedia’s offices at 475 Park Avenue South, Fourth Floor, New York, New York.

On October 22, 2008, Jupitermedia entered into a stock purchase agreement with Getty Images, Inc., a Delaware corporation (“Getty Images”), pursuant to which Getty Images will purchase all of the outstanding capital stock of Jupiterimages Corporation, an Arizona corporation and a wholly-owned subsidiary of Jupitermedia (“Jupiterimages”), from Jupitermedia (the “stock purchase agreement”). If the sale is completed, Jupitermedia will receive cash consideration of $96,000,000, subject to a post-closing working capital adjustment, of which $2,000,000 will be placed into escrow as further described in the accompanying proxy statement. In connection with the sale, Jupiterimages will assign to Jupitermedia the Peoria, Illinois facility, and Jupitermedia will lease such facility to Getty Images (US), Inc., a subsidiary of Getty Images, following the closing of the transaction.

The sale of Jupiterimages may constitute a sale of substantially all of Jupitermedia’s assets within the meaning of the General Corporation Law of the State of Delaware, and thus, at the special meeting of stockholders, Jupitermedia will ask you to consider and vote upon a proposal to approve the sale of Jupiterimages as contemplated by the stock purchase agreement. Jupitermedia will also ask you to consider and vote upon a proposal to approve an amendment to our certificate of incorporation changing our name to a name to be determined by Jupitermedia’s board of directors which will be effective upon completion of the sale of Jupiterimages. In addition, if there are insufficient votes in favor of the proposal to approve the sale of Jupiterimages as contemplated by the stock purchase agreement, Jupitermedia will ask you to consider and vote upon a proposal to adjourn the special meeting of stockholders to solicit additional proxies.

Jupitermedia’s board of directors, after careful consideration, has approved the stock purchase agreement and determined that the sale of Jupiterimages is advisable, fair to and in the best interests of Jupitermedia and its stockholders. Jupitermedia’s board of directors recommends that you vote “FOR” the proposal to approve the sale of Jupiterimages as contemplated by the stock purchase agreement, “FOR” the proposal to amend Jupitermedia’s certificate of incorporation to change our name to a name to be determined by Jupitermedia’s board of directors and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the sale of Jupiterimages as contemplated by the stock purchase agreement.

Your vote is very important. The sale of Jupiterimages as contemplated by the stock purchase agreement and the amendment to our certificate of incorporation changing our name to a name to be determined by Jupitermedia’s board of directors must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at the special meeting. The proposal to adjourn the special meeting must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting. In connection with the stock purchase agreement, certain of our stockholders, including Alan M. Meckler, our Chairman of the Board and Chief Executive Officer, entered into support agreements with Getty Images, pursuant to which each such stockholder agreed to vote his, her or its shares of Jupitermedia common stock for the approval of the sale of Jupiterimages as contemplated by the stock purchase agreement. As of [            ], 2009,

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these stockholders had voting power over [            ] shares of Jupitermedia common stock, or approximately [    ]% of Jupitermedia’s outstanding shares of common stock. The completion of the proposed sale is also subject to the satisfaction or waiver of customary closing conditions. More information about the proposed sale and the special meeting is contained in the accompanying proxy statement. We encourage you to read the accompanying proxy statement in its entirety because it describes certain terms of the proposed sale and certain documents related to the proposed sale and related transactions and provides specific information about the special meeting. You may also obtain more information about Jupitermedia from documents we have filed with the Securities and Exchange Commission.

On behalf of Jupitermedia’s board of directors, we thank you for your continued support of Jupitermedia and urge you to vote “FOR” the approval of the sale of Jupiterimages as contemplated by the stock purchase agreement, “FOR” the proposal to amend Jupitermedia’s certificate of incorporation to change our name to a name to be determined by Jupitermedia’s board of directors and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the sale of Jupiterimages as contemplated by the stock purchase agreement.

Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If your shares of Jupitermedia common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of Jupitermedia common stock using the instructions provided by your broker, bank or other nominee. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy you previously submitted. However, if you hold your shares of Jupitermedia common stock through a broker, bank or other nominee, you must provide a legal proxy issued from such broker, bank or nominee in order to vote your shares in person at the special meeting.

Our board of directors appreciates your continuing support of the Company and urges you to support the sale of Jupiterimages.

Sincerely,

Alan M. Meckler

Chairman of the Board and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the stock purchase agreement or the transactions contemplated thereby, passed upon the merits or fairness of the stock purchase agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement, dated [            ], 2009, is first being mailed to stockholders on or about [            ], 2009.

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Jupitermedia Corporation

23 Old Kings Highway South

Darien, Connecticut 06820

(203) 662-2800

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [            ], 2009

Dear Stockholder:

The special meeting of stockholders of Jupitermedia Corporation (“Jupitermedia”) will be held on [            ], 2009, at 10:00 a.m., local time, at Jupitermedia’s offices at 475 Park Avenue South, Fourth Floor, New York, New York, for the following purposes:

If the Proposal to Sell Jupiterimages is not approved by our stockholders, then we will not complete the actions contemplated by the Proposal of Name Change Amendment.

The General Corporation Law of the State of Delaware does not provide for stockholder appraisal or dissenters’ rights in connection with the types of actions contemplated under the Proposal to Sell Jupiterimages, the Proposal of Name Change Amendment or the Proposal to Adjourn the Special Meeting.

Jupitermedia’s board of directors has fixed the close of business on [            ], 2009, as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement of the meeting. On that date, there were [            ] shares of Jupitermedia common stock outstanding and entitled to vote.

The Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at the special meeting. The Proposal to Adjourn the Special Meeting must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting.

Accompanying this notice of special meeting is a proxy card. Whether or not you expect to attend the special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you fail to return your proxy card and do not vote in person at the special meeting, it will have the same effect as a vote against the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment but will have no effect for purposes of the Proposal to Adjourn the Special Meeting. If your shares of Jupitermedia

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common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of Jupitermedia common stock using the instructions provided by your broker, bank or other nominee. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy you previously submitted. However, if you hold your shares of Jupitermedia common stock through a broker, bank or other nominee, you must provide a legal proxy issued from such broker, bank or nominee in order to vote your shares in person at the special meeting.

All stockholders are cordially invited to attend the special meeting.

By Order of the Board of Directors,

Alan M. Meckler

Chairman of the Board and Chief Executive Officer

Darien, CT

[            ], 2009

Your vote is important. Please vote your shares whether or not you plan to attend the meeting.

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 TABLE OF CONTENTS

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Annex A – Stock Purchase Agreement

Annex B – Form of Support Agreement

Annex C – Opinion of Merrill Lynch

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Jupitermedia Corporation

23 Old Kings Highway South

Darien, Connecticut 06820

(203) 662-2800

PROXY STATEMENT

The board of directors of Jupitermedia Corporation, a Delaware corporation (which we refer to as “Jupitermedia,” the “Company,” “we,” “our,” and “us”) is soliciting the enclosed proxy for use at the special meeting of stockholders to be held on [            ], 2009, at 10:00 a.m., local time, at Jupitermedia’s offices at 475 Park Avenue South, Fourth Floor, New York, New York.

 SUMMARY TERM SHEET

This summary term sheet, together with the question and answer section that follows, highlights selected information from the proxy statement about the sale of our wholly-owned subsidiary, Jupiterimages Corporation, or “Jupiterimages.” This summary term sheet and the question and answer section may not contain all of the information that is important to you. For a more complete description of the sale of Jupiterimages, you should carefully read this proxy statement and the stock purchase agreement attached hereto as Annex A before you vote. The location of the more detailed description of each item in this summary is provided in the parentheses listed below. See “Where You Can Find More Information” on page 73.

 Parties to the Stock Purchase Agreement (page 14)

Jupitermedia is a leading global provider of images, original information, job boards, and events for information technology, business and creative professionals composed of two operating segments: Online media and Online images. Our primary business is the development of vertically-focused, original content, which provides our users with the knowledge and tools that they need to thrive professionally.

Getty Images, Inc., a Delaware corporation, which we refer to as “Getty Images,” is a leading creator and distributor of still imagery, footage, music and other forms of premium content for visual communication professionals worldwide. Getty Images also provides custom assignment photography and an on-demand digital asset management service to streamline customer use of multiple media.

 The Sale of Jupiterimages (page 29)

Pursuant to the terms of the stock purchase agreement, dated as of October 22, 2008, by and between Jupitermedia and Getty Images, which we refer to as the “stock purchase agreement,” we have agreed to sell all of the outstanding capital stock of Jupiterimages to Getty Images. In connection with the transaction, Jupiterimages will assign to Jupitermedia the Peoria, Illinois facility, and Jupitermedia will lease such facility to Getty Images (US), Inc., a subsidiary of Getty Images, which we refer to as “Getty Images (US),” following the closing of the transaction.

 Purchase Price (page 30)

If the sale of Jupiterimages pursuant to the stock purchase agreement is completed, Getty Images will pay us an aggregate cash purchase price of $96,000,000, subject to a post-closing working capital adjustment, in exchange for all of the outstanding capital stock of Jupiterimages. Getty Images will also assume certain of Jupitermedia’s obligations that relate to the business of Jupiterimages. In addition, an escrow account consisting of $2,000,000 of the purchase price will be established to provide a partial fund against which Getty Images may assert indemnification claims under the stock purchase agreement.

 Use of Proceeds from the Sale of Jupiterimages (page 28)

Net proceeds from the sale of Jupiterimages will be used to repay our indebtedness under the Credit and Security Agreement, dated as of July 12, 2007, among Jupitermedia, as borrower, the lenders party thereto, KeyBank National Association, as the lead arranger, sole book runner and administrative agent, and Citizens Bank, N.A., as syndication agent, which we refer to as our “credit agreement.” Any net proceeds that remain after repaying our indebtedness under our credit agreement will be used in connection with our Online media business and other remaining businesses. We do not intend to distribute to our stockholders any of the proceeds that we receive from the sale of Jupiterimages.

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 When the Sale of Jupiterimages is Expected to be Completed

If the Proposal to Sell Jupiterimages is approved by our stockholders at the special meeting, we expect to complete the sale of Jupiterimages as soon as practicable after all of the conditions in the stock purchase agreement have been satisfied or waived. We and Getty Images are working toward satisfying the conditions to closing and completing the sale of Jupiterimages as soon as reasonably practicable. However, there can be no assurance that the sale of Jupiterimages will be completed at all or, if completed, when it will be completed.

 Vote Required for Approval of the Sale of Jupiterimages, Approval of the Name Change, and Adjournment of the Special Meeting (page 11)

The sale of Jupiterimages as contemplated by the stock purchase agreement and the amendment to our certificate of incorporation changing our name to a name to be determined by our board of directors must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at the special meeting. The proposal to adjourn the special meeting must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting.

 The Special Meeting

See “Questions and Answers about the Sale of Jupiterimages, the Name Change and the Special Meeting” beginning on page 5 and “The Special Meeting” beginning on page 11.

  Reasons for the Sale of Jupiterimages (page 21); Recommendation of Our Board of Directors (page 11)

In reaching its determination to enter into the stock purchase agreement and approve the sale of Jupiterimages, our board of directors consulted with our management and our legal and financial advisors and considered a number of factors. After careful evaluation of the potential benefits, negative factors and other material considerations relating to the sale of Jupiterimages and the stock purchase agreement, our board of directors concluded that the sale of Jupiterimages and our entering into the stock purchase agreement are advisable, fair to and in the best interests of the Company and our stockholders.

Our board of directors recommends that you vote “FOR” the approval of the sale of Jupiterimages, “FOR” the name change amendment and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

 Interests of Certain Persons in the Sale of Jupiterimages (page 29)

In considering the recommendation of Jupitermedia’s board of directors with respect to the stock purchase agreement, Jupitermedia stockholders should be aware that some of Jupitermedia’s directors and executive officers have interests in the sale of Jupiterimages that are different from, or in addition to, the interests of Jupitermedia stockholders generally. These interests include accelerated vesting of all outstanding options, restricted stock and other awards held by Jupitermedia’s directors and executive officers upon the sale of Jupiterimages.

 Opinion of Jupitermedia’s Financial Advisor (page 22)

On October 22, 2008, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as “Merrill Lynch,” delivered its oral opinion, which opinion was subsequently confirmed in writing, to our board of directors to the effect that, as of such date and based upon the assumptions made, matters considered and limits of such review, in each case as set forth in its opinion, the purchase price to be received by Jupitermedia pursuant to the proposed sale of Jupiterimages to Getty Images was fair from a financial point of view to Jupitermedia.

The full text of the written opinion of Merrill Lynch, dated as of October 22, 2008, which sets forth the assumptions made, matters considered and limits on the scope of the review undertaken in connection with the opinion is attached as Annex C to this proxy statement. The summary of Merrill Lynch’s opinion contained in this proxy statement is qualified by reference to the full text of Merrill Lynch’s opinion, and you are encouraged to carefully read the opinion in its entirety. Merrill Lynch’s opinion was intended for the use and benefit of our board of directors, does not address the merits of the underlying decision by Jupitermedia to sell Jupiterimages and does not constitute a recommendation to any Jupitermedia stockholder as to how such stockholder should vote on the Proposal to Sell Jupiterimages.

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 Governmental and Regulatory Approvals (page 27)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the “HSR Act,” Jupitermedia cannot consummate the sale of Jupiterimages until Jupitermedia and Getty Images have notified the Antitrust Division of the Department of Justice, or “DOJ,” and the Federal Trade Commission, or “FTC,” of the proposed sale, furnished them with certain information and materials relating to the sale of Jupiterimages and the applicable waiting periods have terminated or expired. The termination of the waiting period means the parties have satisfied the regulatory requirements under the HSR Act. Jupitermedia and Getty Images filed notification and report forms under the HSR Act with the Antitrust Division of the DOJ and the FTC on November 5, 2008, and are currently awaiting termination of the waiting period with respect to such notification.

In addition, Jupitermedia and Getty Images are required to make certain regulatory notice filings in Germany under applicable German laws regarding the sale of Jupiterimages to Getty Images. Jupitermedia and Getty Images filed a regulatory notice with the appropriate German regulatory body on November 11, 2008, and are currently awaiting approval of the transaction.

 Material U.S. Federal Income Tax Consequences (page 45)

The sale of Jupiterimages will not result in any U.S. federal income tax consequences to stockholders of Jupitermedia.

  Nature of Our Business Following the Sale of Jupiterimages (page 28)

Following the sale of Jupiterimages and the approval of our proposed name change, we will continue to be a public company operating under a name to be determined by our board of directors and our revenues from our Online media segment and remaining businesses will account for all of our revenues.

 Terms of the Stock Purchase Agreement (page 29)

In the stock purchase agreement, we make certain representations and warranties and have agreed to certain covenants, indemnification obligations and other customary provisions. You are encouraged to carefully read the stock purchase agreement in its entirety, a copy of which is attached hereto as Annex A, and “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Stock Purchase Agreement.”

 Termination of the Stock Purchase Agreement (page 42)

The stock purchase agreement can be terminated at any time prior to closing by mutual written consent of Getty Images and us or by either party if the sale of Jupiterimages is not completed on or before April 22, 2009 (subject to a three-month extension if certain enumerated conditions are not met or waived by April 22, 2009). The stock purchase agreement may also be terminated by either party upon certain other circumstances including the issuance of a legal restraint by a governmental entity, the failure of Jupitermedia’s stockholders to approve the sale of Jupiterimages, the entering into of an agreement providing for a superior proposal (as defined in “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Stock Purchase Agreement—Covenants”) by Jupitermedia prior to receipt of the Jupitermedia stockholders’ approval, the occurrence of an uncured material adverse effect or certain breaches by either party, which are further described elsewhere in this proxy statement. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Stock Purchase Agreement—Termination.”

 Termination Fee and Expense Reimbursement (page 43)

If the stock purchase agreement is terminated under certain enumerated circumstances described elsewhere in this proxy statement and in the stock purchase agreement, we will be obligated to pay Getty Images $2,880,000 as a termination fee or up to $1,000,000 in reasonable out-of-pocket expenses incurred in connection with the sale of Jupiterimages.

 Non-Competition and Non-Solicitation (page 37)

The stock purchase agreement includes a non-competition obligation which lasts for a period of five years commencing on the closing of the sale of Jupiterimages. Under this provision, Jupitermedia will be prohibited from engaging in Jupiterimages’ business during such period. Additionally, Jupitermedia will not be able to recruit or solicit employees of Jupiterimages for a period of three years commencing on the closing date.

 Restrictions on Solicitation of Other Offers (page 36)

The stock purchase agreement provides that, from the date of the stock purchase agreement until the earlier of the closing date or the termination of the stock purchase agreement in accordance with its terms, Jupitermedia and Jupiterimages may not, subject to the exceptions described below, initiate, solicit or participate in any discussions regarding an acquisition proposal by a party other than Getty Images. If, however, Jupitermedia or Jupiterimages receives an unsolicited bona fide

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written acquisition proposal (as defined in “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Stock Purchase Agreement—Covenants”) from a party other than Getty Images prior to receipt of the stockholders’ approval of the sale of Jupiterimages, Jupitermedia may contact such party for clarification purposes so as to determine whether such acquisition proposal is or is reasonably likely to be superior to the sale of Jupiterimages as contemplated by the stock purchase agreement. If the board of directors of Jupitermedia determines in good faith, after consultation with its legal and financial advisors, that such acquisition proposal is, or is reasonably likely to lead to, a superior proposal and that the board’s fiduciary duties would reasonably be likely to be breached by failing to take the following actions, Jupitermedia may participate in negotiations with such party provided that not less than 24 hours’ written notice of Jupitermedia’s intention to do so is provided to Getty Images. Further, provided that Getty Images is given reasonable opportunity and at least three business days to make a binding written offer to amend the terms of the stock purchase agreement, Jupitermedia may, subject to certain conditions, enter into an agreement with respect to such superior proposal within 48 hours after the expiration of such three business day period.

 Conditions to Closing (page 39)

The consummation of the transactions contemplated by the stock purchase agreement are subject to, among other things, the approval of the stockholders of Jupitermedia described above in this Summary Term Sheet, governmental and regulatory approvals, each party’s respective representations and warranties in the stock purchase agreement being true and correct as of the closing date to the standards described in the stock purchase agreement (subject to certain exceptions), each party’s performance in all material respects of its obligations required to be performed under the stock purchase agreement on or prior to the closing date (subject to certain exceptions) and each party’s delivery to the other party of all other applicable transaction documents pursuant to the stock purchase agreement. In addition, the obligations of Getty Images to complete the transactions contemplated by the stock purchase agreement are also subject to, among other things, the absence of a Material Adverse Effect (as defined in “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Stock Purchase Agreement—Representations and Warranties”) on Jupiterimages and its subsidiaries as of the closing, the absence of outstanding indebtedness of Jupiterimages and its subsidiaries as of the closing and the receipt or delivery of UCC termination statements, a certificate of non-foreign status, copies of all required consents and waivers and director and officer resignations for Jupiterimages and its subsidiaries.

 Indemnification (page 40)

The stock purchase agreement provides that, subject to certain specified exceptions, Jupitermedia and Getty Images will be liable to each other for breaches of representations and warranties set forth in the stock purchase agreement if aggregate damages for such breaches exceed $1,200,000, up to a maximum aggregate amount of $2,000,000. To provide a partial fund against which Getty Images may assert an indemnification claim pursuant to the foregoing, $2,000,000 of the purchase price will be deposited into an escrow account. Half of the escrow fund will be released six months after the closing date (net of amounts paid out of the escrow fund and reserved for pending valid indemnification claims) and the remainder will be paid one year after the closing date. In addition, Jupitermedia is required to indemnify Getty Images for any breach or failure by Jupitermedia to perform any of the covenants or agreements of Jupitermedia contained in the stock purchase agreement, any excluded liabilities under the stock purchase agreement, any liabilities arising out of any actions taken by Getty Images or Jupiterimages at the request of Jupitermedia with respect to the transfer of Jupiterimages’ right, title and interests in and to the Peoria, Illinois facility to Jupitermedia and the lease of such facility to Getty Images (US) and all tax liabilities of Jupiterimages (and its subsidiaries) for all pre-closing periods, including any tax liabilities arising by reason of Jupiterimages being a member of Jupitermedia’s consolidated group.

Except as otherwise provided in the stock purchase agreement, the indemnification provisions set forth in the stock purchase agreement constitute the sole and exclusive remedy available to Jupitermedia and Getty Images with respect to breaches of the representations, warranties and covenants set forth in the stock purchase agreement (other than each party’s right to specific performance or injunctive relief or in cases of fraud or intentional misrepresentations or omissions).

 Amendment to Jupitermedia’s Certificate of Incorporation to Change our Name (page 69)

In connection with and promptly after the sale of Jupiterimages and subject to the approval of our stockholders as described in this proxy statement, we intend to change our name to a name to be determined by our board of directors.

  Appraisal or Dissenters’ Rights (page 28 and 69)

No appraisal or dissenters’ rights are available to our stockholders under the General Corporation Law of the State of Delaware or our certificate of incorporation or bylaws in connection with the sale of Jupiterimages or the change of our name to a name to be determined by our board of directors.

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 QUESTIONS AND ANSWERS ABOUT THE SALE OF JUPITERIMAGES, THE NAME CHANGE AND THE

SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the proposed sale of Jupiterimages, the proposed name change and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of Jupitermedia. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Questions and Answers About the Sale of Jupiterimages and the Name Change

What is the proposed transaction?

The proposed transaction is the sale of Jupiterimages, a wholly-owned subsidiary of Jupitermedia, pursuant to the stock purchase agreement, dated as of October 22, 2008, by and between Jupitermedia and Getty Images. Under the terms of the stock purchase agreement, if the sale of Jupiterimages is approved by Jupitermedia’s stockholders and the other closing conditions under the stock purchase agreement have been satisfied or waived, we will sell all of the outstanding capital stock of Jupiterimages to Getty Images.

Why did we agree to sell Jupiterimages?

In reaching its determination to enter into the stock purchase agreement and approve the sale of Jupiterimages, our board of directors consulted with our management and our legal and financial advisors and considered a number of factors. After careful evaluation of the potential benefits, negative factors and other material considerations relating to the sale of Jupiterimages and the stock purchase agreement, our board of directors concluded that the sale of Jupiterimages and entering into the stock purchase agreement are advisable, fair to and in the best interests of the Company and its stockholders. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Reasons for the Sale of Jupiterimages.”

What will I receive in connection with the sale of Jupiterimages?

We do not intend to distribute to our stockholders any of the proceeds that we receive from the sale of Jupiterimages. Rather, net proceeds from the sale of Jupiterimages will be used to repay our indebtedness under our credit agreement, and any net proceeds that remain after repaying our indebtedness under our credit agreement will be used in connection with our Online media business and other remaining businesses. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Use of Proceeds from the Sale of Jupiterimages.”

When is the sale of Jupiterimages expected to be completed?

If the Proposal to Sell Jupiterimages is approved by our stockholders at the special meeting, we expect to complete the sale of Jupiterimages as soon as practicable after all of the conditions in the stock purchase agreement have been satisfied or waived. We and Getty Images are working toward satisfying the conditions to closing and completing the sale of Jupiterimages as soon as reasonably practicable. However, there can be no assurance that the sale of Jupiterimages will be completed at all or, if completed, when it will be completed.

What will happen if the Proposal to Sell Jupiterimages is approved by our stockholders?

If the Proposal to Sell Jupiterimages is approved by our stockholders at the special meeting and the sale of Jupiterimages is completed, we will sell all of the outstanding capital stock of Jupiterimages to Getty Images and continue to conduct the Online media segment of our business and our other remaining businesses and Jupitermedia will remain a public company.

What will happen if the Proposal to Sell Jupiterimages is not approved by our stockholders?

If the Proposal to Sell Jupiterimages is not approved by our stockholders at the special meeting or at any adjournment or postponement of the special meeting if the Proposal to Adjourn the Special Meeting is approved, the sale of Jupiterimages will not be completed as currently contemplated by the stock purchase agreement. If the sale does not occur, we will not be able to use the proceeds to repay our indebtedness under our credit agreement, which would remain outstanding. In such event, we would continue to conduct our business under our current name and would evaluate all available strategic alternatives. Under specified circumstances, Jupitermedia may be required to pay Getty Images a termination fee or reimburse Getty Images for its reasonable out-of-pocket expenses in the event that the transactions contemplated by the stock purchase agreement are not completed.

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What will happen to my shares of common stock of Jupitermedia if the sale of Jupiterimages is completed?

The sale of Jupiterimages will not alter the rights, privileges or nature of the outstanding shares of our common stock. A stockholder who owns shares of our common stock immediately prior to the closing of the sale of Jupiterimages will continue to hold the same number of shares immediately following the closing.

How was the purchase price for Jupiterimages determined?

The purchase price for Jupiterimages was negotiated between our board of directors and our representatives and representatives of Getty Images over a period of several months. Our board of directors selected the proposed sale of Jupiterimages to Getty Images among the alternatives we were pursuing, among other reasons, because our board of directors believed it to be in the best interests of Jupitermedia and its stockholders, offered the best value and was the most likely to be completed. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Background of the Sale of Jupiterimages.”

What will happen if the Proposal of Name Change Amendment is approved by our stockholders?

If the Proposal of Name Change Amendment is approved by our stockholders at the special meeting, we will change our name to a name to be determined by our board of directors effective upon completion of the sale of Jupiterimages.

What will happen if the Proposal of Name Change Amendment is not approved by our stockholders?

If the Proposal to Sell Jupiterimages is approved by our stockholders at the special meeting, but our stockholders do not also approve the Proposal of Name Change Amendment, we would continue to conduct our Online media business and other remaining businesses under our current name.

Am I entitled to appraisal or dissenters’ rights in connection with the Proposal to Sell Jupiterimages or the Proposal of Name Change Amendment?

No. The General Corporation Law of the State of Delaware does not provide for stockholder appraisal or dissenters’ rights in connection with these types of actions.

Questions and Answers About the Special Meeting

Why did you send me this proxy statement?

We are a Delaware corporation and therefore required to obtain the approval of our stockholders in connection with a sale of all or substantially all of our assets. We believe that the sale of Jupiterimages likely constitutes a sale of substantially all of our assets as Jupiterimages represented approximately 77.6% of our revenue from continuing operations for the fiscal year ended December 31, 2007 and 75.3% of our revenue from continuing operations for the nine months ended September 30, 2008. This proxy statement summarizes certain information you need to know to vote at the special meeting. All stockholders are cordially invited to attend the special meeting in person. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

We are also sending this proxy statement because we are required by the General Corporation Law of the State of Delaware to obtain the approval of our stockholders to amend our certificate of incorporation to change our name to a name to be determined by our board of directors effective upon the closing of the sale of Jupiterimages.

When and where will the special meeting be held?

The special meeting will be held at our offices, located at 475 Park Avenue South, Fourth Floor, New York, New York, on [            ], 2009, at 10:00 a.m., local time.

What is the Proposal to Adjourn the Special Meeting?

The Proposal to Adjourn the Special Meeting would permit us to adjourn or postpone the special meeting if a quorum is present for the purpose of soliciting additional proxies in the event that, at the special meeting, the affirmative vote in favor of the Proposal to Sell Jupiterimages is less than a majority of the outstanding shares of Jupitermedia common stock entitled to vote at the special meeting.

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What will happen if the Proposal to Adjourn the Special Meeting is approved by our stockholders?

If the Proposal to Adjourn the Special Meeting is approved and the Proposal to Sell Jupiterimages is not approved at the special meeting while a quorum is present, we will be able to adjourn or postpone the special meeting for the purpose of soliciting additional proxies to approve the Proposal to Sell Jupiterimages. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment or postponement of the special meeting, you may do so.

Am I entitled to appraisal or dissenters’ rights in connection with the Proposal to Adjourn the Special Meeting?

No. The General Corporation Law of the State of Delaware does not provide for stockholder appraisal or dissenters’ rights in connection with this type of action.

What will I be asked to vote upon at the special meeting?

At the special meeting, you will be asked to vote upon the following:

Does our board of directors recommend that our stockholders vote “FOR” the approval of the Proposal to Sell Jupiterimages, “FOR” the Proposal of Name Change Amendment and “FOR” the Proposal to Adjourn the Special Meeting?

Yes. After careful consideration, our board of directors recommends that you vote:

You should read “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Reasons for the Sale of Jupiterimages” for a discussion of the factors that our board of directors considered in deciding to recommend the approval of the sale of Jupiterimages. In addition, in considering the recommendation of our board of directors with respect to the sale of Jupiterimages, you should be aware that some of the Company’s directors and executive officers have interests in the transaction that are different from, or in addition to, the interests of our stockholders generally. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Interests of Certain Persons in the Sale of Jupiterimages.”

Who can vote at the special meeting of stockholders of Jupitermedia? What constitutes a quorum?

Only holders of record of shares of our common stock at the close of business on [            ], 2009, which we refer to as the “record date,” are entitled to notice of and to vote at the special meeting. On the record date, shares of our common stock were issued and outstanding and held by approximately [            ] holders of record. Holders of record of shares of our common stock on the record date are entitled to one vote per share at the special meeting on (i) the Proposal to Sell Jupiterimages, (ii) the Proposal of Name Change Amendment and (iii) the Proposal to Adjourn the Special Meeting.

A quorum is necessary to hold a valid special meeting. A quorum will be present at the special meeting if the holders of a majority of the shares of our common stock outstanding and entitled to vote on the record date are present, either in person or by proxy. Shares of common stock represented at the special meeting but not voted, including shares of common stock for which we have received proxies indicating that the submitting stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. If a quorum is not present at the special meeting or if there are insufficient votes to approve the Proposal to Sell Jupiterimages, we expect that the special meeting will be adjourned or postponed to solicit additional proxies.

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What vote is required to approve each of the proposals?

The Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares that are entitled to vote at the special meeting. The Proposal to Adjourn the Special Meeting must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares that are entitled to vote at, and are present at, the special meeting. An abstention from the vote will have the same effect as voting “AGAINST” each of the proposals. A failure to vote your shares of common stock or a “broker non-vote” will have the same effect as voting “AGAINST” the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment, but will have no effect on the Proposal to Adjourn the Special Meeting. A “broker non-vote” occurs when a broker does not have discretion to vote on the matter and has not received instructions from the beneficial holder as to how such holder’s shares are to be voted on the matter.

In connection with the stock purchase agreement, Alan M. Meckler, our Chairman of the Board and Chief Executive Officer, and certain other stockholders entered into support agreements with Getty Images, dated as of October 22, 2008, the form of which is attached hereto as Annex B, pursuant to which each agreed to vote his, her or its shares of Jupitermedia common stock for the approval of the Proposal to Sell Jupiterimages. As of the record date, these stockholders had shared voting power over [            ] shares of our common stock, or approximately [    ]%, of our outstanding common stock. If we have insufficient votes to approve the Proposal to Sell Jupiterimages at the special meeting, even if a quorum is present, we expect that the special meeting will be adjourned to solicit additional proxies. If we fail to obtain the requisite vote for approval and authorization of the Proposal to Sell Jupiterimages or the Proposal to Adjourn the Special Meeting, we will not be able to consummate the sale of Jupiterimages as currently contemplated.

How do I vote or change my vote?

You may vote by proxy or in person at the special meeting.

Voting in Person—If you hold shares in your name as a stockholder of record and plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting or you may give us a signed proxy card before voting is closed. If you would like to attend the special meeting, please bring proof of identification with you to the special meeting. Even if you plan to attend the special meeting, we strongly encourage you to submit a proxy for your shares in advance as described below, so your vote will be counted if you later decide not to attend. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the special meeting, you must bring to the special meeting a proxy from the record holder of the shares (your broker, bank or nominee) authorizing you to vote at the special meeting. To do this, you should contact your broker, bank or nominee.

Voting by Proxy—If you hold shares in your name as a stockholder of record, then you received this proxy statement and a proxy card from us. You may submit a proxy for your shares by mail without attending the special meeting by completing, signing, dating and returning the proxy card in the postage-paid envelope provided. If you hold shares in “street name” through a broker, bank or other nominee, then you received this proxy statement from the broker, bank or nominee, along with the broker, bank or nominee’s voting instructions. You should instruct your broker, bank or other nominee on how to vote your shares of common stock using the voting instructions provided. All shares represented by properly executed proxies received in time for the special meeting will be voted in the manner specified by the stockholders giving those proxies. Properly executed proxies that do not contain specific voting instructions will be voted “FOR” the Proposal to Sell Jupiterimages, “FOR” the Proposal of Name Change Amendment and “FOR” the Proposal to Adjourn the Special Meeting.

Revocation of Proxy—Submitting a proxy on the enclosed form does not preclude a stockholder from voting in person at the special meeting. If you hold your shares in your name as stockholder of record, you may revoke a proxy at any time before it is voted by filing with our Corporate Secretary a duly executed revocation of proxy, by submitting a duly executed proxy with a later date or by attending the special meeting and voting in person. A stockholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Attendance at the special meeting without voting will not by itself revoke a proxy. If your shares are held in street name through a broker, bank or other nominee, you must contact your broker, bank or nominee to revoke your proxy.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. If your shares of common stock are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Brokers who hold shares in “street name” for customers may have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approving non-routine matters such as the sale of Jupiterimages and the name change amendment and, as a result, absent specific instructions from the beneficial owner of the shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” These “broker non-votes”

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will be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment, but will have no effect on the Proposal to Adjourn the Special Meeting.

How are proxies solicited?

This proxy solicitation is being made and paid for by Jupitermedia on behalf of its board of directors. Our directors, officers and employees may solicit proxies by personal interview, mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock of Jupitermedia that the brokers and fiduciaries hold of record. Upon request, we will reimburse the brokers and other fiduciaries for their reasonable out-of-pocket expenses.

What does it mean if I get more than one proxy card?

If your shares are registered differently and are in more than one account, you may receive more than one proxy card. Please complete, sign, date and return all of the proxy cards you receive regarding the special meeting to ensure that all of your shares are voted.

How are proxies counted?

Only shares affirmatively voted for the Proposal to Sell Jupiterimages, the Proposal of Name Change Amendment and/or the Proposal to Adjourn the Special Meeting, and properly executed proxies that do not contain specific voting instructions for such proposals, will be counted as favorable votes for the Proposal to Sell Jupiterimages, the Proposal of Name Change Amendment and/or the Proposal to Adjourn the Special Meeting, respectively. Shares of our common stock held by persons attending the special meeting but not voting, and shares of our common stock for which we received proxies but with respect to which holders of those shares have abstained from voting, will have the same effect as votes “AGAINST” the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment, but will have no effect on the Proposal to Adjourn the Special Meeting.

Can I vote via the Internet or by telephone?

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please vote your shares pursuant to the specific voting instructions provided by your bank or brokerage firm.

What are the costs of soliciting these proxies?

Jupitermedia will bear the entire cost of soliciting proxies from our stockholders, which includes the costs of preparing, assembling, printing, mailing and distributing these proxy materials.

We will provide copies of these proxy materials to banks, brokerages, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to the beneficial owners.

How do I obtain an additional copy of this proxy statement or copies of the Company’s most recent annual report on Form 10-K or quarterly report on Form 10-Q?

If you would like an additional copy of this proxy statement or a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2008, or our most recent quarterly report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 12, 2008, we will send you one without charge. Please either send your request in writing to Jupitermedia Corporation, 23 Old Kings Highway South, Darien, Connecticut 06820, Attention: Investor Relations, make your request by calling (203) 662-2800 or visit our web site at www.jupitermedia.com.

Who can help answer my other questions?

If you have more questions about the sale of Jupiterimages, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, you should contact Investor Relations in writing at Jupitermedia Corporation, 23 Old Kings Highway South, Darien, Connecticut 06820.

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 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Those statements in this proxy statement that are not historical facts (such as those related to the closing of the transactions contemplated by the stock purchase agreement, the name change, our intended operations after the closing, and our use of proceeds from the sale of Jupiterimages) are “forward-looking statements” that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These forward-looking statements which may be identified by their use of words, such as “plan,” “may,” “believe,” “expect,” “intend,” “could,” “would,” “should” and other words and terms of similar meaning, in connection with any discussion of our prospects, financial statements, business, financial condition, revenues, results of operations or liquidity, involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to other factors and matters contained or incorporated in this document, important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements include, among other things:

In addition, we are subject to risks and uncertainties and other factors detailed in our annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on April 4, 2008, and our most recent quarterly report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 12, 2008, which should be read in conjunction with this proxy statement. See “Where You Can Find More Information” on page 73. Many of the factors that will impact the completion of the proposed transactions are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained in this proxy statement, readers should not place undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement represent our views as of the date of this proxy statement, and it should not be assumed that the statements made in this proxy statement remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements, except as may be required by law.

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 THE SPECIAL MEETING

 Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held at our offices, located at 475 Park Avenue South, Fourth Floor, New York, New York, on [            ], 2009, at 10:00 a.m., local time, or at any postponement or adjournment thereof.

The purpose of the special meeting is for our stockholders to consider and vote upon a proposal to approve the sale of Jupiterimages, a proposal to approve an amendment to our certificate of incorporation to change our name to a name to be determined by our board of directors effective upon completion of the sale of Jupiterimages, a proposal to adjourn or postpone the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to approve the sale of Jupiterimages, and such other business that may properly come before the special meeting or any adjournment or postponement thereof.

The sale of Jupiterimages, as contemplated by the stock purchase agreement, must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at the special meeting. A copy of the stock purchase agreement is attached as Annex A to this proxy statement. The amendment to our certificate of incorporation changing our name to a name to be determined by our board of directors must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at the special meeting. The proposal to adjourn the special meeting must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting.

 Recommendation of Our Board of Directors

Jupitermedia’s board of directors, after careful consideration, has approved the stock purchase agreement and determined that the sale of Jupiterimages is advisable, fair to and in the best interests of Jupitermedia and its stockholders. Jupitermedia’s board of directors recommends that you vote “FOR” the proposal to approve the sale of Jupiterimages as contemplated by the stock purchase agreement, “FOR” the proposal to amend Jupitermedia’s certificate of incorporation to change our name to a name to be determined by our board of directors and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies. For a discussion of the material factors considered by our board of directors in reaching its conclusions, see “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Reasons for the Sale of Jupiterimages.”

 Record Date and Quorum

We have fixed the close of business on [            ], 2009, as the record date for the special meeting, and only holders of record of our common stock on the record date are entitled to vote at the special meeting. On the record date, shares of our common stock were issued and outstanding and held by approximately [            ] holders of record. Holders of record of shares of our common stock on the record date are entitled to one vote per share at the special meeting on (i) the Proposal to Sell Jupiterimages, (ii) the Proposal of Name Change Amendment and (iii) the Proposal to Adjourn the Special Meeting.

A quorum is necessary to hold a valid special meeting. A quorum will be present at the special meeting if the holders of a majority of the shares of our common stock outstanding and entitled to vote on the record date are present, either in person or by proxy. Shares of common stock represented at the special meeting but not voted, including shares of common stock for which we have received proxies indicating that the submitting stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. If a quorum is not present at the special meeting or if there are insufficient votes to approve the Proposal to Sell Jupiterimages, we expect that the special meeting will be adjourned or postponed to solicit additional proxies.

 Vote Required for Approval

The Proposal to Sell Jupiterimages must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares that are entitled to vote at the special meeting. For the Proposal to Sell Jupiterimages, you may vote “FOR” or “AGAINST” or you may “ABSTAIN.” Abstentions will not be counted as votes cast or shares voting on the Proposal to Sell Jupiterimages, but will count for the purpose of determining whether a quorum is present. If you abstain, it will have the same effect as a vote “AGAINST” the approval of the Proposal to Sell Jupiterimages.

The Proposal of Name Change Amendment must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares that are entitled to vote at the special meeting. For the Proposal of Name Change Amendment, you may vote “FOR” or “AGAINST” or you may “ABSTAIN.” Abstentions will not be counted as votes cast

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or shares voting on the Proposal of Name Change Amendment but will count for the purpose of determining whether a quorum is present. If you abstain, it will have the same effect as a vote “AGAINST” the approval of the Proposal of Name Change Amendment.

If your shares of common stock are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Brokers who hold shares in “street name” for customers may have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approving non-routine matters such as the sale of Jupiterimages and the name change amendment and, as a result, absent specific instructions from the beneficial owner of the shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” These “broker non-votes” will be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment, but will have no effect on the Proposal to Adjourn the Special Meeting.

The Proposal to Adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires, assuming a quorum is present at the special meeting, must be approved by the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting. A failure to vote your shares of common stock or a broker non-vote will have no effect on the outcome of the vote on the Proposal to Adjourn the Special Meeting. An abstention will have the same effect as voting “AGAINST” any proposal to adjourn the special meeting.

In connection with the stock purchase agreement, Alan M. Meckler, our Chairman of the Board and Chief Executive Officer, and certain other stockholders entered into support agreements with Getty Images, dated as of October 22, 2008, the form of which is attached hereto as Annex B, pursuant to which each agreed to vote his, her or its shares of Jupitermedia common stock for the approval of the Proposal to Sell Jupiterimages. As of the record date, these stockholders had shared voting power over [            ] shares of our common stock, or approximately [    ]%, of our outstanding common stock. See “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Interests of Certain Persons in the Sale of Jupiterimages” and “PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES—Terms of the Support Agreements.”

If we have insufficient votes to approve the Proposal to Sell Jupiterimages at the special meeting, even if a quorum is present, we expect that the special meeting will be adjourned to solicit additional proxies. If we fail to obtain the requisite vote for approval and authorization of the Proposal to Sell Jupiterimages, we will not be able to consummate the sale of Jupiterimages as currently contemplated.

 Proxies and Revocation

If you hold shares in your name as a stockholder of record and plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting or you may give us a signed proxy card before voting is closed. If you would like to vote in person, please bring proof of identification with you to the special meeting. Even if you plan to attend the special meeting, we strongly encourage you to submit a proxy for your shares in advance, as described below, so your vote will be counted if you later decide not to attend. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the special meeting, you must bring to the special meeting a proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the special meeting. To do this, you should contact your broker, bank or other nominee.

If you hold shares in your name as a stockholder of record, then you received this proxy statement and a proxy card from us. You may submit a proxy for your shares by mail without attending the special meeting by completing, signing, dating and returning the proxy card in the postage-paid envelope provided. If you hold shares in “street name” through a broker, bank or other nominee, then you received this proxy statement from your broker, bank or other nominee, along with the broker’s, bank’s or other nominee’s voting instructions. You should instruct your broker, bank or other nominee on how to vote your shares of common stock using the voting instructions provided.

If you submit a proxy, your shares will be voted at the special meeting as you indicate on your proxy card. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the Proposal to Sell Jupiterimages, “FOR” the Proposal of Name Change Amendment and “FOR” the Proposal to Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies, and in accordance with the recommendations of our board of directors on any other matters properly brought before the special meeting for a vote.

If you abstain, your shares of common stock will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of business. However, your shares will not be counted as votes cast or shares voting on the proposals. If you abstain, it will have the same effect as a vote “AGAINST” the Proposal to Sell Jupiterimages and the Proposal of Name Change Amendment, but will have no effect on the Proposal to Adjourn the Special Meeting.

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If your shares of common stock are held in street name, you will receive specific instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. If you do not instruct your broker, bank or other nominee to vote your shares, it will have the same effect as a vote “AGAINST” the proposals.

Submitting a proxy on the enclosed form does not preclude a stockholder from voting in person at the special meeting. If you hold your shares in your name as stockholder of record, you may revoke a proxy at any time before it is voted by filing with our Corporate Secretary a duly executed revocation of proxy, by submitting a duly executed proxy with a later date or by appearing at the special meeting and voting in person. A stockholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Attendance at the special meeting without voting will not by itself revoke a proxy. If your shares are held in street name through a broker, bank or other nominee, you must contact your broker, bank or nominee to revoke your proxy.

  Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies to approve the Proposal to Sell Jupiterimages. Any adjournment may be made without notice, other than by an announcement made at the special meeting of the time, date and place of the adjourned meeting. Approval of the Proposal to Adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to approve the Proposal to Sell Jupiterimages requires, assuming a quorum is present, the affirmative vote of holders of at least a majority of Jupitermedia’s outstanding shares of common stock that are entitled to vote at, and are present at, the special meeting. If a quorum is not present at the special meeting, the stockholders entitled to vote at the meeting may adjourn the meeting until a quorum shall be present. Any signed proxies received by us in which no voting instructions are provided on this matter will be voted “FOR” the Proposal to Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the Proposal to Sell Jupiterimages. In addition, when any meeting is convened, the presiding officer, if directed by our board of directors, may adjourn the meeting if (i) no quorum is present for the transaction of business or (ii) our board of directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which our board of directors determines has not been made sufficiently or timely available to stockholders or otherwise to effectively exercise their voting rights. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

 Rights of Stockholders Who Object to the Sale of Jupiterimages

The General Corporation Law of the State of Delaware does not provide for stockholder appraisal or dissenters’ rights in connection with the types of actions contemplated under the Proposal to Sell Jupiterimages, the Proposal of Name Change Amendment or the Proposal to Adjourn the Special Meeting.

 Solicitation of Proxies

This proxy solicitation is being made and paid for by Jupitermedia on behalf of its board of directors. Our directors, officers and employees may solicit proxies by personal interview, mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock of Jupitermedia that the brokers and fiduciaries hold of record. Upon request, we will reimburse the brokers and other fiduciaries for their reasonable out-of-pocket expenses.

 Other Matters

We do not know of any other business that will be presented at the special meeting. If any other proposal properly comes up for a vote at the meeting in which your proxy has provided discretionary authority, the proxy holders will vote your shares in accordance with their best judgment.

 Questions and Additional Information

If you have more questions about the sale of Jupiterimages, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, you should contact Investor Relations in writing at Jupitermedia Corporation, 23 Old Kings Highway South, Darien, Connecticut 06820.

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 PROPOSAL #1: PROPOSAL TO SELL JUPITERIMAGES

This section of the proxy statement describes certain aspects of the proposed sale of Jupiterimages to Getty Images. However, this description may not provide all the information that may be important to you. We highly recommend that you carefully read the stock purchase agreement included as Annex A to this proxy statement for the complete terms of the sale of Jupiterimages and other information that may be important to you.

 Parties to the Stock Purchase Agreement

Jupitermedia Corporation

We are a leading global provider of images, original information, job boards, and events for information technology (“IT”), business and creative professionals composed of two operating segments: Online media and Online images. Our primary business is the development of vertically-focused, original content, which provides our users with the knowledge and tools that they need to thrive professionally.

Through our Online media segment, branded as JupiterOnlineMedia, we operate five distinct online networks, which include more than 150 web sites and 150 e-mail newsletters viewed by over 15 million users monthly. Each online network targets specific professional groups: internet.com and EarthWeb.com for IT and business professionals, DevX.com for developers, and Mediabistro.com and Graphics.com for media and creative professionals. JupiterOnlineMedia also includes specialized career web sites for select professional communities through Mediabistro.com and JustTechJobs.com, as well as STEP Inside Design and Dynamic Graphics print magazines, and offline conference and trade show production through JupiterEvents and Mediabistro’s media-related events.

Jupiterimages constitutes our Online images segment, which provides access for creative professionals to over 10 million images and other digital content online, through a variety of brands including BananaStock, Workbook Stock, Brand X Pictures, FoodPix, Botanica, Nonstock, The Beauty Archive, IFA Bilderteam, Comstock Images, Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Bigshot Media, Goodshoot, Polka Dot Images, Stock Image, Pixland, Photos.com, Ablestock.com, PhotoObjects.net, Clipart.com, AnimationFactory.com, JupiterGreetings.com, RoyaltyFreeMusic.com, StudioCutz.com, eStockMusic.com and Stockxpert.com.

Our principal executive offices are located at 23 Old Kings Highway South, Darien, Connecticut 06820, and the telephone number at our principal executive offices is (203) 662-2800.

Getty Images, Inc.

Getty Images, Inc. is a leading creator and distributor of still imagery, footage, music and other forms of premium content for visual communication professionals worldwide. Getty Images also provides custom assignment photography and an on-demand digital asset management service to streamline customer use of multiple media.

The principal executive offices of Getty Images are located at 601 North 34th Street, Seattle, Washington 98103, and the telephone number at its principal executive offices is (206) 925-5000.

 Background of the Sale of Jupiterimages

Beginning in December 2006 and continuing until early March 2007, Jupitermedia and Getty Images engaged in discussions regarding a potential sale of Jupitermedia to Getty Images in a cash merger transaction. The purchase price proposed during these discussions ranged from $9.35 to $9.75 per share of Jupitermedia common stock. As part of that transaction, it was proposed that Getty Images would retain Jupitermedia’s Online images business (the “Images Business”) while Jupitermedia’s other businesses, including the Online media business and related assets, would be sold by Getty Images to a third party or Alan M. Meckler. On February 22, 2007, in response to articles that had been published in the business press speculating that Jupitermedia and Getty Images were engaged in merger discussions and the resulting unusual trading activity in Jupitermedia’s stock, Jupitermedia issued a press release confirming that it was in discussions with Getty Images. In early March and until March 7, 2007, Jupitermedia and Getty Images discussed restructuring the potential transaction as an asset acquisition of the Images Business for a purchase price of approximately $388,000,000. On March 7, 2007, the parties announced that discussions between Jupitermedia and Getty Images related to the potential transactions had terminated.

In early November 2007, a second potential acquirer of the Images Business (“Second Bidder”) approached Mr. Meckler regarding a potential transaction involving the Images Business. The ensuing discussions were general in nature and Second Bidder did not provide specific details regarding price or structure. On November 11, 2007, Second Bidder and Jupitermedia executed a confidentiality agreement.

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In late March 2008, a third potential acquirer of the Images Business (“Third Bidder”) approached Mr. Meckler regarding a potential transaction involving the Images Business. The ensuing discussions were general in nature and Third Bidder did not provide specific details regarding price or structure. On April 2, 2008, Third Bidder and Jupitermedia executed a confidentiality agreement.

In late April 2008, Second Bidder contacted Mr. Meckler with a verbal non-binding indication of interest to acquire the Images Business for approximately $185,000,000.

Following the termination of the discussions with Getty Images and the preliminary discussions with Second Bidder and Third Bidder, our board of directors and management continued to evaluate our business and operations and would periodically review and assess strategic alternatives available to enhance value to our stockholders. As part of such evaluation and review, Jupitermedia engaged Merrill Lynch to review potential strategic alternatives for Jupitermedia.

On May 8, 2008, at the request of Jupitermedia, a representative of Merrill Lynch contacted a representative of Hellman & Friedman Advisors LLC (together with its affiliated funds, “H&F”) regarding H&F’s interest in a potential acquisition of the Images Business by Getty Images, which H&F had agreed to acquire in February 2008. Later on May 8, 2008, Merrill Lynch provided a draft confidentiality agreement to H&F.

On May 9, 2008, at the request of Jupitermedia, representatives of Merrill Lynch spoke with representatives of H&F to discuss the potential sale of the Images Business and the next steps in the process. On the same day, Jupitermedia and H&F executed a confidentiality agreement.

On May 12, 2008, Jupitermedia commenced providing confidential due diligence materials regarding the Images Business to representatives of H&F.

On May 14, 2008, at the request of Jupitermedia, a representative of Merrill Lynch contacted H&F, Second Bidder and Third Bidder to request that each of H&F, Second Bidder and Third Bidder submit their respective indications of interest in acquiring the Images Business by May 27, 2008.

On May 19, 2008, Mr. Meckler, Christopher Cardell (the then current President and Chief Operating Officer of Jupitermedia) and, at the request of Jupitermedia, a representative from Merrill Lynch met with representatives of H&F to discuss Getty Images’ potential acquisition of the Images Business. Mr. Meckler and Mr. Cardell presented an overview of the Images Business and discussed its financial and organizational aspects.

On May 20, 2008, Third Bidder indicated its interest in acquiring certain select assets (but not all assets) of the Images Business and that it would likely be submitting a bid for those select assets during the following week.

On May 27, 2008, a representative of H&F informed Merrill Lynch that while H&F, on a preliminary basis, was interested in the possibility of Getty Images acquiring the Images Business, H&F would not be in a position to pursue a transaction until after it had completed its acquisition of Getty Images (which was subsequently completed on July 2, 2008). The representative of H&F also indicated that, on a very preliminary basis and without the benefit of any conversations with or other input from Getty Images management, H&F could potentially see a valuation for the Images Business in the range of $200,000,000. Additionally, on May 27, 2008, Second Bidder informed Merrill Lynch that it was interested in pursuing a transaction but would require additional time to submit a formal indication of interest.

On May 28, 2008, Jupitermedia and Merrill Lynch finalized and executed an engagement letter confirming the terms on which Merrill Lynch was engaged as Jupitermedia’s financial advisor in connection with the potential sale of the Images Business.

On May 29, 2008, Jupitermedia held a board meeting which was attended by representatives of Merrill Lynch. Jupitermedia requested that Merrill Lynch provide an update on discussions with H&F, Second Bidder and Third Bidder regarding the potential sale of the Images Business. Merrill Lynch updated the Jupitermedia board of directors on the sale process and presented its preliminary financial analyses related to Jupitermedia and the Images Business.

On June 13, 2008, H&F was granted access to an online data room containing confidential information about the Images Business.

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On June 13, 2008, Second Bidder submitted its indication of interest in acquiring the Images Business at a purchase price ranging from $165,000,000 to $180,000,000. Second Bidder indicated that it had entered into a letter of intent with a private equity sponsor who would provide the equity financing required to complete Second Bidder’s acquisition of the Images Business.

On June 13, 2008, a fourth potential acquirer of the Images Business (“Fourth Bidder”) contacted Mr. Meckler regarding a potential transaction involving the Images Business. On the same day, Fourth Bidder and Jupitermedia executed a confidentiality agreement.

On June 16, 2009, Second Bidder was granted access to the online data room, which access continued until Second Bidder withdrew from the process.

On June 18, 2008, Third Bidder submitted its indication of interest in acquiring certain select assets (but not all assets) of the Images Business at a purchase price ranging from $60,000,000 to $75,000,000.

On June 19, 2008, a representative of Merrill Lynch spoke with a representative of Third Bidder and, at the direction of Jupitermedia after its consideration of the Third Bidder’s indication of interest, informed Third Bidder that its proposal was lower than Jupitermedia’s expectations and that Jupitermedia would proceed with other potential acquirers. However, at Jupitermedia’s request, Merrill Lynch indicated that Jupitermedia would be amenable to further discussions if Third Bidder raised its proposed purchase price.

On June 21, 2008, at the request of Jupitermedia, a representative of Merrill Lynch contacted Fourth Bidder to discuss its interest in a potential acquisition of the Images Business.

On June 23, 2008, at Jupitermedia’s request, representatives of Merrill Lynch met telephonically with Fourth Bidder regarding its potential acquisition of the Images Business and next steps in the acquisition process. Fourth Bidder confirmed its interest in acquiring certain select assets (but not all assets) of the Images Business. On the same day, Fourth Bidder was granted access to the online data room, which access continued until Fourth Bidder withdrew from the process.

On June 24, 2008, representatives of Merrill Lynch provided an initial draft of a stock purchase agreement prepared by Willkie Farr & Gallagher LLP (“WFG”), counsel to Jupitermedia, to H&F and Second Bidder.

On June 25, 2008, Mr. Meckler, Mr. Cardell, and a representative of Merrill Lynch met with representatives of Second Bidder, the private equity sponsor with whom Second Bidder was partnering and their financial advisor to discuss the potential acquisition of the Images Business. Mr. Meckler and Mr. Cardell presented an overview of the Images Business and discussed its financial and organizational aspects.

On June 27, 2008, a representative of Merrill Lynch held a conference call with Second Bidder’s private equity sponsor, who expressed interest in continuing in the process and requested exclusivity. The Merrill Lynch representative informed the private equity sponsor that neither it nor Second Bidder would be granted exclusivity at that time.

On June 30, 2008, Jupitermedia management directed Merrill Lynch to provide the draft of the stock purchase agreement to Fourth Bidder.

On July 2, 2008, Mr. Meckler, Mr. Cardell and a representative of Merrill Lynch held a meeting with representatives of Getty Images, including H&F representatives who were members of the Getty Images board of directors. Mr. Meckler and Mr. Cardell discussed Getty Images’ potential acquisition of the Images Business and provided additional confidential due diligence materials regarding the Images Business.

On July 3, 2008, Getty Images was granted access to the online data room containing confidential information about the Images Business, which access continued through the execution of the stock purchase agreement.

On July 17, 2008, at Jupitermedia’s request, a representative of Merrill Lynch sent a letter prepared by Jupitermedia and its advisors to H&F (on behalf of Getty Images), Second Bidder and Fourth Bidder which outlined the process for submitting final proposals with respect to the sale of the Images Business. The potential bidders were requested to submit their final proposals, comments on the initial draft of the stock purchase agreement prepared by WFG, and information regarding expected sources of financing by August 4, 2008.

On July 21, 2008, Fourth Bidder informed Merrill Lynch that it would likely not be able to finance the acquisition of the Images Business and that it was withdrawing from the process.

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On July 22, 2008, at the request of Jupitermedia, Merrill Lynch contacted Fourth Bidder to discuss the possibility of using a seller note from Jupitermedia to finance Fourth Bidder’s acquisition of the Images Business.

On July 23, 2008, an H&F representative on the Getty Images board of directors informed Merrill Lynch that the potential acquisition of the Images Business had been discussed at Getty Images’ board meeting the day before and that the Getty Images board had instructed representatives of Getty Images to conduct additional analysis and due diligence with respect to the Images Business. Such H&F representative indicated that Getty Images would contact Merrill Lynch and Jupitermedia in the following days regarding next steps in the process and follow-up questions regarding the Images Business. Such H&F representative also indicated that Getty Images remained interested in acquiring the Images Business but that Getty Images may not meet the August 4 deadline for submitting a final proposal.

On July 25, 2008, Mr. Meckler, Mr. Cardell and a representative of Merrill Lynch held a follow-up meeting with representatives of Second Bidder, its private equity sponsor and their financial advisor. Donald O’Neill (Chief Financial Officer of Jupitermedia), Mitchell Eisenberg (General Counsel of Jupitermedia), James Alexander (Senior Vice President & General Manager of the Images Business), Rick Thompson (Vice President of Worldwide Sales & Customer Support of Jupitermedia) and Maria Kessler (Vice President of Creative Images Business Affairs of Jupitermedia) were also present at the meeting. At the meeting, the potential acquisition of the Images Business was discussed and additional information on the Images Business was presented.

On July 31, 2008, a representative of Fourth Bidder informed representatives of Merrill Lynch that it had a discussion with its board of directors and was prepared to finance the acquisition of certain select assets (but not all assets) of the Images Business using a seller note from Jupitermedia at a purchase price of $90,000,000. However, the Fourth Bidder representative informed representatives of Merrill Lynch that it would not be able to meet the August 4 deadline for submitting a final proposal.

On August 1, 2008, at Jupitermedia’s request, a Merrill Lynch representative communicated to Fourth Bidder that it was more appropriate for Fourth Bidder to wait until August 4, 2008 before discussing next steps in submitting Fourth Bidder’s proposal.

On August 4, 2008, a representative of Second Bidder’s private equity sponsor partner called a representative of Merrill Lynch and indicated that in light of concerns around industry trends it had revised its proposed purchase price to $130,000,000.

On August 4, 2008, Mr. Meckler contacted Third Bidder to inform Third Bidder that its current range of purchase prices was not acceptable and to inquire whether Third Bidder would increase the range of its indication of interest.

On August 5, 2008, at Jupitermedia’s request, a representative of Merrill Lynch requested that Second Bidder and its private equity sponsor provide clarification regarding their proposal to acquire the Images Business for $130,000,000.

On August 5, 2008, Third Bidder indicated to Merrill Lynch its interest in acquiring certain select assets (but not all assets) of the Images Business at a purchase price ranging from $60,000,000 to $80,000,000. At Jupitermedia’s request, the Merrill Lynch representative informed Third Bidder that its current range of purchase prices was insufficient to receive access to further due diligence materials regarding the Images Business.

On August 6, 2008, Getty Images submitted a written proposal to acquire the Images Business through the purchase of 100% of the equity of Jupiterimages for a purchase price of $140,000,000. Getty Images proposed to fund the purchase price from its cash on hand and by borrowing new funds, which would be permitted under its existing credit facility. In connection with the proposal, Getty Images requested a 45-day exclusivity period. Jupitermedia was asked to respond by August 8, 2008.

On August 7, 2008, at Jupitermedia’s request, a representative of Merrill Lynch spoke with the representatives of Getty Images and informed them that 45 days of exclusivity would not be acceptable to Jupitermedia but that a shorter period of exclusivity may be warranted if the parties could agree on a reasonable plan for Getty Images to complete its due diligence. At Jupitermedia’s request, Merrill Lynch further indicated that Jupitermedia would respond to the proposal after receipt of Getty Images’ comments to the stock purchase agreement. At Jupitermedia’s request, Merrill Lynch also informed Getty Images that Jupitermedia would need a better understanding of the scope of its remaining diligence and the financing commitments available to Getty Images.

On August 7, 2008, at Jupitermedia’s request, representatives of Merrill Lynch held a conference call with representatives of Fourth Bidder, who reiterated its interest in a potential acquisition of certain select assets (but not all assets) of the Images Business and requested additional information with respect to the Images Business.

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On August 8, 2008, Mr. Cardell, Mr. O’Neill and representatives of Merrill Lynch held a conference call with H&F representatives on the Getty Images board of directors regarding the working capital trends of the Images Business.

On August 11, 2008, a representative of Getty Images provided Jupitermedia with comments to the Jupitermedia stock purchase agreement prepared by Getty Images and Weil, Gotshal & Manges LLP (“Weil”), counsel to Getty Images. On the same day, at Jupitermedia’s request, a representative of Merrill Lynch held a follow-up call with a Getty Images representative who indicated that Getty Images intended to secure new financing commitments permitted under its existing credit facility that were sufficient, together with Getty Images’ cash on hand, to acquire the Images Business at Getty Images’ proposed purchase price of $140,000,000.

On August 12, 2008, Second Bidder indicated to Jupitermedia that its private equity sponsor withdrew from the process, citing difficulty in providing financing for the transaction given the prospects of the Images Business and the state of the credit and acquisition financing markets. Second Bidder further indicated that it remained interested in acquiring the Images Business and had engaged in discussions with other potential financial sponsor partners with respect to the proposed transaction.

On August 13, 2008, Jupitermedia held a board meeting attended by representatives of Merrill Lynch at Jupitermedia’s request. At the request of Jupitermedia’s management, a Merrill Lynch representative provided an update on discussions with the various parties who were interested in the potential acquisition of all, or a portion, of the Images Business. The representatives of Merrill Lynch also presented financial analyses on Jupitermedia and the Images Business, including public market trading value and multiples, broker/dealer research perspectives, acquisition comparables and transaction structure considerations.

On August 14, 2008, at Jupitermedia’s request, a representative of Merrill Lynch contacted Getty Images to inform Getty Images that Jupitermedia could not grant exclusivity to Getty Images at that time but that Jupitermedia could continue engaging in discussions with Getty Images provided that Getty Images did not reduce its proposed purchase price of $140,000,000 and was willing to agree to Jupitermedia’s proposed working capital definition and certain additional contractual terms in the stock purchase agreement.

During the month of August and through the execution of the stock purchase agreement, WFG, Weil and their respective clients continued to negotiate the terms of the stock purchase agreement and the related ancillary agreements.

On August 21, 2008, a fifth potential acquirer of the Images Business (“Fifth Bidder”) on behalf of itself and several partners contacted Merrill Lynch and indicated their interest in a potential transaction with respect to the Images Business.

On August 25, 2008, Jupitermedia and Fifth Bidder executed a confidentiality agreement. Fifth Bidder was granted access to the online data room, which access continued until Fifth Bidder’s indication of interest was no longer being considered by Jupitermedia.

On September 9, 2008, Mr. Meckler, Mr. Cardell and a representative of Merrill Lynch met with representatives of Fifth Bidder and presented a business and financial overview of the Images Business.

On September 11 and September 17, 2008, Mr. Cardell, Mr. O’Neill and, at Jupitermedia’s request, representatives of Merrill Lynch engaged in three separate due diligence sessions with Getty Images to answer follow-up questions on accounting, technology and tax matters. Tom Kitt (Chief Technology Officer of Jupitermedia) was also present during the technology due diligence session.

On September 15, 2008, Mr. Meckler, Mr. Cardell and, at Jupitermedia’s request, representatives of Merrill Lynch held a conference call with representatives of Fourth Bidder to answer questions about the Images Business. On the call, Fourth Bidder indicated that it would have difficulty funding its proposed purchase price of $90,000,000 even if it accepted Jupitermedia’s proposal to finance it with a seller note from Jupitermedia. Fourth Bidder further indicated that it would be willing to engage in discussions to acquire the “rights managed” portion of the Images Business.

On September 17 and 18, 2008, representatives from Jupitermedia, Getty Images, WFG and Weil met in Weil’s New York offices to discuss the stock purchase agreement and open issues with respect to Getty Images’ potential acquisition of the Images Business. Following this meeting, the parties continued to negotiate the terms of the stock purchase agreement and the related ancillary agreements.

On September 23, 2008, at Jupitermedia’s request, a representative of Merrill Lynch spoke with a representative of H&F on the Getty Images board of directors to discuss Getty Images’ financing and timing of the potential acquisition of the Images Business. Such H&F representative indicated that Getty Images would provide feedback on the target closing date working capital and closing conditions for the stock purchase agreement once due diligence was completed.

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On September 24, 2008, Mr. Meckler and Jonathan Klein, Chief Executive Officer of Getty Images, exchanged several emails and text messages regarding certain key outstanding terms of Getty Images’ potential acquisition of the Images Business. As part of those communications, Mr. Klein proposed a revised purchase price of $120,000,000 based on the state of the credit and acquisition finance markets.

On September 25, 2008, Mr. Meckler, Mr. Cardell, Mr. O’Neill, and, at Jupitermedia’s request, representatives of Merrill Lynch, engaged in a conversation with representatives of Getty Images to discuss the Image Business’ financial results for July 2008 and estimated financial results for August 2008.

Later on September 25, 2008, Mr. Meckler met with a representative of Fourth Bidder to discuss a potential transaction in which Fourth Bidder would acquire the “rights managed” portion of the Images Business. No specific purchase price was discussed.

On October 1, 2008, Mr. Cardell, Mr. O’Neill and, at Jupitermedia’s request, representatives of Merrill Lynch held a conference call with representatives of Getty Images to discuss the method of calculating working capital for the Images Business and the target closing date working capital for purposes of the stock purchase agreement. Discussion and negotiation continued throughout the week with respect to various transaction terms, including the target closing date working capital.

On October 2, 2008, Fifth Bidder submitted a proposal expressing its interest in acquiring the Images Business for a purchase price of up to $130,000,000 but without specifying a definitive purchase price. Fifth Bidder and its partners were prepared to engage in due diligence if Jupitermedia responded to their proposal by October 8, 2008 and if Jupitermedia granted Fifth Bidder a 60-day exclusivity period. The proposal was not subject to a financing condition as Fifth Bidder and its partners were prepared to finance the acquisition of the Images Business solely with equity financing. The proposal also contemplated the possibility that Jupitermedia would retain an equity interest in the Images Business. Jupitermedia and Merrill Lynch requested that Fifth Bidder provide additional details about the terms of the proposal including the retained equity interest component. Jupitermedia determined that Fifth Bidder’s indication was not acceptable in several respects including (i) the requested 60-day exclusivity period, which would put the more definitive indications of interest (including that of Getty Images’) at risk, (ii) the fact that the indication of interest was not based on any due diligence review and there was a significant risk that Fifth Bidder could reduce its proposed purchase price as it moved forward with its due diligence review, (iii) Fifth Bidder was requesting that Jupitermedia reimburse it for all transaction related expenses and (iv) Fifth Bidder was requiring a right of first refusal with respect to the “rights managed” portion of the Images Business.

On October 6, 2008, Getty Images provided details to Merrill Lynch with respect to its request that a mechanism be added to the stock purchase agreement to provide for a purchase price adjustment if the Images Business did not satisfy certain financial performance requirements between signing and closing. At Jupitermedia’s request, the Merrill Lynch representative contacted the Getty Images representative to discuss the proposal.

On October 9, 2008, at Jupitermedia’s request, a representative of Merrill Lynch had a discussion with Fifth Bidder to clarify several questions with respect to its indication of interest and exclusivity request.

Between October 6 and October 14, 2008, at Jupitermedia’s request and in consultation with Jupitermedia’s management, the Merrill Lynch representative and a Getty Images representative negotiated and exchanged information related to the terms of the proposed financial performance purchase price adjustment.

On October 15, 2008, Third Bidder revised its indication of interest to acquire certain select assets (but not all assets) of the Images Business for a purchase price of $60,000,000, subject to completion of Third Bidder’s due diligence. Jupitermedia informed Third Bidder that its proposed purchase price was not acceptable.

On October 16, 2008, Getty Images, through a conversation between H&F representatives on the Getty Images board of directors and representatives of Merrill Lynch, lowered its proposed purchase price to $75,000,000, citing difficulty in securing borrowed funds under Getty Images’ existing credit facility as a result of the deterioration in the state of the credit and acquisition finance markets and general economic environment. A representative of Merrill Lynch spoke with a representative of H&F on the Getty Images board of directors and, at Jupitermedia’s request and in consultation with Jupitermedia’s management, indicated that $107,000,000 without any financial performance purchase price adjustment would be a price that Jupitermedia’s board of directors would strongly consider.

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Between October 16 and October 17, 2008, Getty Images (including H&F representatives on the Getty Images board of directors), on the one hand, and representatives of Merrill Lynch (at the direction and request of Jupitermedia), on the other hand, continued to exchange purchase price proposals that ranged from $85,000,000 to $99,000,000. In addition, the parties discussed other aspects of the stock purchase agreement including the possibility of Jupitermedia retaining the Peoria, Illinois facility, Getty Images accepting Jupitermedia’s proposed target closing date working capital amount, the absence of a financial performance purchase price adjustment or closing condition and the portion of the purchase price to be placed in an escrow account to provide a partial fund for indemnification claims made by Getty Images.

On October 17, 2008, H&F representatives on the Getty Images board of directors told a Merrill Lynch representative that Getty Images would need to have further board discussions the next day before making a decision regarding Jupitermedia’s latest proposed purchase price of $99,000,000.

On October 19, 2008, Third Bidder communicated to Mr. Meckler a revised proposal to acquire certain select assets (but not all assets) of the Images Business for a purchase price ranging from $75,000,000 to $80,000,000, subject to completion of due diligence. Jupitermedia informed Third Bidder that the revised proposal was not acceptable.

On October 20, 2008, Fourth Bidder indicated that it would be interested in acquiring the “rights managed” portion of the Images Business for a purchase price ranging from $2,000,000 to $9,000,000.

On October 20, 2008, at Jupitermedia’s request, a Merrill Lynch representative spoke with a representative of H&F on the Getty Images board of directors and delivered a revised proposal of a purchase price of $97,000,000 with $3,000,000 being placed in an indemnification escrow account. In addition, Jupitermedia would retain the Peoria, Illinois facility, Getty Images would accept Jupitermedia’s proposed target closing date working capital amount and there would be no financial performance purchase price adjustment or closing condition.

Later that day, an H&F representative on the Getty Images board of directors called a Merrill Lynch representative to propose a purchase price of $96,000,000, with $3,000,000 being placed in an indemnification escrow account. The H&F representative on the Getty Images board of directors agreed to Jupitermedia’s proposals regarding the other open terms of the stock purchase agreement including those with respect to the Peoria, Illinois facility, proposed target closing date working capital and exclusion of a financial performance adjustment or condition. After discussions with Jupitermedia’s management and certain members of its board of directors, the Merrill Lynch representative indicated that the latest proposed purchase price would not be acceptable to Jupitermedia and that Getty Images would need to revise its proposal.

On October 21, 2008, a representative of H&F on the Getty Images board of directors proposed a purchase price of $96,000,000 with $2,000,000 being placed into an indemnification escrow account. Such H&F representative confirmed that Getty Images would continue to agree to Jupitermedia’s proposals regarding the other open terms of the stock purchase agreement including with respect to the Peoria, Illinois facility, proposed target closing date working capital and exclusion of a financial performance adjustment or condition. After discussion with Jupitermedia’s management, the Merrill Lynch representative informed such H&F representative that Jupitermedia would agree to the proposal, subject to approval by Jupitermedia’s board of directors.

On October 21, 2008, Weil and WFG exchanged drafts of the stock purchase agreement and held several conference calls in order to finalize the stock purchase agreement and the related ancillary agreements.

On October 22, 2008, the Jupitermedia board of directors held a meeting to review and approve the sale of the Images Business to Getty Images. Representatives of Merrill Lynch presented an overview of the prior discussions with other potential acquirers and financial analyses with respect to valuation of the Images Business including public market comparables, precedent transactions and discounted cash flow analyses. Merrill Lynch delivered its oral opinion that, as of October 22, 2008, based on the assumptions made, matters considered and limits of its review, the purchase price to be received by Jupitermedia pursuant to the proposed sale of all of the issued and outstanding stock of Jupiterimages to Getty Images was fair from a financial point of view to Jupitermedia, which opinion was subsequently confirmed in writing. WFG presented a detailed summary of the final stock purchase agreement and related agreements and reviewed the fiduciary duties of the board of directors. After the presentations, the Jupitermedia board of directors approved the stock purchase agreement and the sale of the Images Business to Getty Images for $96,000,000 with $2,000,000 being placed into an indemnification escrow account and with Jupitermedia retaining ownership of the Peoria, Illinois facility.

Following the final meeting of the Jupitermedia board of directors, Jupitermedia and Getty Images finalized the stock purchase agreement and the related ancillary agreements, including the support agreements (as described in “—Terms of the Support Agreements”) and a non-competition agreement by and between Getty Images and Mr. Meckler, Jupitermedia and Getty Images executed the stock purchase agreement, Getty Images and Mr. Meckler executed the non-competition agreement and Getty Images and each of the other parties thereto executed the support agreements.

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On October 23, 2008, Jupitermedia and Getty Images issued press releases announcing the sale of the Images Business to Getty Images.

 Reasons for the Sale of Jupiterimages

In reaching its decision to approve the stock purchase agreement and the transactions contemplated thereby, and to recommend that Jupitermedia’s stockholders vote to approve the sale of Jupiterimages as contemplated by the stock purchase agreement, our board of directors consulted with management and financial and legal advisors. Our board of directors considered a number of factors and potential benefits of the proposed sale of Jupiterimages, each of which our board of directors believed supported its decision, including the following:

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Our board of directors also considered and balanced against the potential benefits of the proposed sale of Jupiterimages a number of potentially adverse and other factors concerning the proposed sale of Jupiterimages, including the following:

After taking into account all of the factors set forth above, as well as other factors, our board of directors agreed that the benefits of the proposed sale of Jupiterimages outweigh the risks and that the stock purchase agreement and the proposed sale of Jupiterimages are advisable, fair to and in the best interests of Jupitermedia and its stockholders. Our board of directors did not assign relative weights to the above factors or other factors it considered. In addition, our board of directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of such factors. Individual members of the board of directors may have given different weights to different factors.

 Opinion of Jupitermedia’s Financial Advisor

Jupitermedia retained Merrill Lynch to act as its financial advisor with respect to the sale of Jupiterimages. In connection with that engagement, Jupitermedia requested that Merrill Lynch evaluate the fairness to Jupitermedia, from a financial point of view, of the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages pursuant to the stock purchase agreement. At the meeting of the Jupitermedia board of directors on October 22, 2008, Merrill Lynch rendered its oral opinion to the Jupitermedia board of directors, which opinion was subsequently confirmed in writing, that as of October 22, 2008, based upon the assumptions made, matters considered and limits of such review, in each case as set forth in its opinion, the purchase price to be received by Jupitermedia pursuant to the proposed sale of Jupiterimages to Getty Images was fair from a financial point of view to Jupitermedia.

The full text of Merrill Lynch’s written opinion, which sets forth material information relating to such opinion, including the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Merrill Lynch, is attached as Annex C and is incorporated into this proxy statement by reference in its entirety. This description of Merrill Lynch’s opinion is qualified in its entirety by reference to, and should be reviewed together with, the full text of the opinion. You are urged to read the opinion and consider it carefully.

Merrill Lynch’s opinion is addressed to Jupitermedia’s board of directors and addresses only the fairness to Jupitermedia, from a financial point of view, of the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages pursuant to the stock purchase agreement, as of the date of the opinion. The opinion is solely for the use and benefit of Jupitermedia’s board of directors in its evaluation of the sale of Jupiterimages to Getty Images and shall not be used for any other purpose. The opinion does not address the merits of the underlying decision by Jupitermedia or its board of directors to engage in the sale of Jupiterimages to Getty Images or to pursue the sale of Jupiterimages to Getty Images in preference to any other alternative transaction and does not constitute a recommendation to any stockholder of Jupitermedia as to how such stockholder should vote on the proposed sale of Jupiterimages to Getty Images or any matter related thereto, nor is Merrill Lynch expressing any opinion as to the prices at which shares of common stock of Jupitermedia will trade at any time. In addition, Jupitermedia has not asked Merrill Lynch to address, and the opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Jupitermedia and its opinion is not intended to be relied upon or confer any rights or remedies upon any employee, creditor, stockholder or other equity holder of Jupitermedia or Getty Images, or any other party. In rendering its opinion, Merrill Lynch expressed no view or opinion with respect to (i) the fairness (financial or

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otherwise) of the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors, or employees of any parties to the sale of Jupiterimages to Getty Images or the other transactions contemplated by the stock purchase agreement, or any class of such persons, relative to the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages, or (ii) any terms or aspects of the sale of Jupiterimages to Getty Images or the other transactions contemplated by the stock purchase agreement (other than the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages to the extent expressly specified herein) including, without limitation, the form or structure of the sale of Jupiterimages, the allocation of the purchase price among the assets of Jupiterimages, the retention of certain excluded liabilities under the stock purchase agreement and the agreement of Jupitermedia to pay a termination fee to Getty Images under certain circumstances. Merrill Lynch’s opinion has been authorized for issuance by the Americas Fairness Opinion (and Valuation Letter) Committee of Merrill Lynch.

In arriving at its opinion, Merrill Lynch, among other things:

In preparing its opinion, Merrill Lynch assumed and relied on, with Jupitermedia’s consent, the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or that was publicly available, and Merrill Lynch did not assume any responsibility for independently verifying such information or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Jupiterimages or its business, nor was Merrill Lynch furnished with any such evaluation or appraisal. Merrill Lynch did not express any opinion as to the impact of the sale of Jupiterimages to Getty Images or the other transactions contemplated by the stock purchase agreement or the timing of the proposed sale of Jupiterimages to Getty Images on the solvency or viability of Jupitermedia, or the ability of Jupitermedia to pay its obligations when they come due, nor did Merrill Lynch evaluate the solvency or fair value of Jupiterimages under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any physical inspection of the properties or facilities of Jupiterimages or its business. With respect to the financial forecast information regarding Jupiterimages furnished to or discussed with Merrill Lynch by Jupitermedia and Jupiterimages, Merrill Lynch assumed that they were reasonably prepared and reflected the best currently available estimates and judgment of the management of Jupitermedia and Jupiterimages as to the expected future financial performance of Jupiterimages. Merrill Lynch expressed no view as to such analyses or forecasts or the assumptions on which they were based. Merrill Lynch also assumed that the final form of the stock purchase agreement would be substantially similar to the last draft Merrill Lynch reviewed and that the financial terms would not have changed in any respect.

Merrill Lynch’s opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on, and on the information made available to Merrill Lynch as of, the date of the opinion. Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. Merrill Lynch assumed, with Jupitermedia’s consent and without independent verification, that (i) the representations and warranties made by Jupitermedia and Getty Images in the stock purchase agreement are and will be true and correct in all respects material to its analysis, (ii) Jupitermedia will have no exposure under any indemnification obligations contained within the stock purchase agreement in any amount material to its

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analysis and that the portion of the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages which, under the terms of the stock purchase agreement, will be held in escrow, will be fully payable to Jupitermedia and (iii) any adjustments to the purchase price to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages pursuant to the stock purchase agreement (including as a result of any tax adjustment or election carryforward amounts payable under the stock purchase agreement) will not result in any adjustment that is material to its analysis. Merrill Lynch is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Jupitermedia with respect to such issues. In addition, Merrill Lynch assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the sale of Jupiterimages to Getty Images, no restrictions, including any divestiture requirements, requirements to hold separate or amendments or modifications, will be imposed on Jupitermedia, nor will Jupitermedia be required to engage in, or expend significant monetary resources, litigating with any governmental authority, and that such consents and approvals, including the approval of the sale of Jupiterimages to Getty Images by the stockholders of Jupitermedia, will be obtained within the timeframe contemplated in the stock purchase agreement.

In connection with the preparation of its opinion, except as specifically authorized by Jupitermedia and summarized in this proxy statement, Merrill Lynch did not solicit third party indications of interest for the acquisition of all or any part of Jupiterimages or its business. The amount of consideration to be received by Jupitermedia from Getty Images for all of the issued and outstanding shares of common stock of Jupiterimages was determined through arms’-length negotiations between Jupitermedia and Getty Images and was approved by Jupitermedia’s board of directors. Merrill Lynch provided advice to Jupitermedia during these negotiations. Merrill Lynch did not, however, recommend any specific amount of consideration to Jupitermedia or its board of directors or that any amount of consideration constituted the only appropriate consideration for the transaction.

Merrill Lynch’s Financial Analyses

At the meeting of the Jupitermedia board of directors held on October 22, 2008, Merrill Lynch presented certain financial analyses accompanied by delivery of its written materials in connection with the delivery of its oral opinion at that meeting and its subsequent written opinion. The following is a summary of the material financial analyses performed by Merrill Lynch in arriving at its opinion.

Comparable Public Trading Multiples Analysis

Merrill Lynch compared selected financial and trading data of Jupitermedia with similar data for five publicly traded companies and one company, Getty Images, that was previously publicly traded, in the digital imaging and the content distribution industries that Merrill Lynch deemed to be relevant to its analysis of Jupiterimages. Although none of the selected companies is directly comparable to Jupitermedia, the companies included were chosen because they are, with the exception of Getty Images, publicly traded companies with operations that for purposes of analyses may be considered similar to certain of Jupiterimages’ operations. These companies were:

For each of the companies identified above, Merrill Lynch calculated various valuation multiples, including:

Based upon its analysis of the full ranges of multiples calculated for the companies identified above and its consideration of various factors and judgments about current market conditions and the characteristics of such companies (including

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qualitative factors and judgments involving non-mathematical considerations), Merrill Lynch determined relevant ranges of multiples for such companies (which relevant ranges were narrower than the full ranges of such multiples, which methodology was communicated to Jupitermedia’s management). The relevant ranges of such multiples, as determined by Merrill Lynch, are set forth in the table below.

For purposes of its analysis, Merrill Lynch calculated the enterprise value as the market capitalization plus total debt, minority interests and preferred stock, less cash and cash equivalents, and calculated the EBITDA based on projections reported by independent research analyst reports and First Call estimates. To calculate these trading multiples, Merrill Lynch used closing trading prices of equity securities of each identified company on October 21, 2008, except for Getty Images, for which Merrill Lynch used EBITDA projections reported by independent research analyst reports prior to the announcement of its agreement to be acquired by H&F on February 25, 2008 and the closing trading price of its common stock on February 22, 2008, which was the trading day prior to the announcement of the transaction. First Call is an online aggregator of independent research analyst estimates managed by Thomson Financial. For Jupiterimages, Merrill Lynch used EBITDA projections based on estimates and projections prepared by Jupitermedia’s and Jupiterimages’ management. In order to examine Jupiterimages’ financial metrics against the group of publicly traded companies on a comparable basis, Merrill Lynch used EBITDA projections that included an estimated allocation of Jupitermedia’s corporate expenses to Jupiterimages based on the ratio of Jupiterimages’ revenue to total Jupitermedia revenue, as provided by Jupitermedia’s and Jupiterimages’ management.

Merrill Lynch observed that the $96,000,000 in cash to be received by Jupitermedia pursuant to the stock purchase agreement plus the value of the Peoria, Illinois facility that will be assigned to Jupitermedia by Jupiterimages under the stock purchase agreement, for which Jupitermedia estimated the value as of October 22, 2008 to be approximately $3,000,000, was within the range of the implied enterprise value of Jupiterimages derived from the application of the comparable public trading multiples to estimated EBITDA for Jupiterimages for calendar years 2008 and 2009 based on Jupitermedia management’s estimates and taking into account the estimated allocation of Jupitermedia corporate expenses to Jupiterimages.

It should be noted that no company used in the above analysis is identical to Jupiterimages. In evaluating companies identified by Merrill Lynch as comparable to Jupiterimages, Merrill Lynch made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Jupiterimages, such as the impact of competition on the business of Jupiterimages and its industry generally, industry growth and the absence of any material change in the financial condition and prospects of Jupiterimages or its industry or in the financial markets in general. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading values of such comparable companies.

Comparable Transaction Analysis

Using publicly available research analyst estimates and other publicly available information, Merrill Lynch examined the following precedent transactions in the digital-imaging industry which Merrill Lynch deemed relevant.

For each of the comparable transactions identified above, Merrill Lynch calculated various valuation multiples where publicly available, including the ratio of enterprise value to the estimated EBITDA for the identified target company for the current calendar year and the estimated EBITDA for the next calendar year immediately following the period in which the relevant transaction was announced.

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Given the significant downturn in the public markets since the announcement of the agreement to acquire Getty Images by H&F on February 25, 2008, Merrill Lynch determined, after discussions with Jupitermedia’s management, that it would be appropriate to adjust downwards the transaction multiples for such transaction by the average percentage declines of certain broad-market-based indices between the announcement of the Getty Images transaction and the date of the opinion, October 22, 2008. Merrill Lynch determined that the Nasdaq composite index and the Russell 2000 index were the relevant indices (the Nasdaq composite index because it is a broad-based index of primarily technology companies and the Russell 2000 index because it is a broad-based index of small-cap companies). The average price changes of the two selected indices between February 25, 2008 and October 21, 2008 was negative 26.2%.

All calculations of multiples paid in the transactions identified above were based on public information available at the time of public announcement of such transactions. Most of the transactions, including Getty Images’ acquisitions of WireImage (MediaVast, Inc.), Pixel Images Holdings Ltd. and iStockphoto International, Inc., and Corbis Corporation’s acquisition of Zefa Visual Media Group, did not have sufficient publicly disclosed information to calculate relevant multiples. The following table summarizes the range of multiples for the transactions identified above, as adjusted as described above, and the ranges of enterprise value of Jupiterimages implied by such multiples:

Merrill Lynch observed that the $96,000,000 in cash to be received by Jupitermedia pursuant to the stock purchase agreement plus the value of the Peoria, Illinois facility that will be assigned to Jupitermedia by Jupiterimages under the stock purchase agreement, for which Jupitermedia estimated the value as of October 22, 2008 to be approximately $3,000,000, was within the range of the implied enterprise value of Jupiterimages derived from the application of the relevant transaction multiples to estimated EBITDA for Jupiterimages for the current calendar year and next calendar year based on Jupitermedia’s management’s estimates and taking into account the estimated allocation of Jupitermedia corporate expenses to Jupiterimages.

Merrill Lynch compared historical and projected financial operating statistics of Jupiterimages to Getty Images. Merrill Lynch observed that at the time of the announcement of the agreement to acquire Getty Images by H&F, Getty Images had:

Merrill Lynch calculated the earnings before interest, taxes and amortization, or “EBITA,” based on public filings and projections reported by independent research analysts reports and First Call estimates for Getty Images and Jupitermedia’s management’s estimates taking into account the estimated allocation of Jupitermedia corporate expenses to Jupiterimages.

It should be noted that no transaction utilized in the analysis above is identical to the sale of Jupiterimages. A complete analysis involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved in these transactions and other factors that could affect the transaction multiples in such transactions to which the sale of Jupiterimages is being compared.

Discounted Cash Flow Analysis

Merrill Lynch performed a discounted cash flow analysis of Jupiterimages, without giving effect to the proposed sale, for the period from December 31, 2008 through December 31, 2013. Merrill Lynch calculated ranges of enterprise values of Jupiterimages based upon the sum of the discounted net present value of Jupiterimages’ five year stream of projected unlevered free cash flows plus the discounted net present value of the terminal value based on a range of perpetual growth rates applied to Jupiterimages’ projected 2013 unlevered free cash flow. The projected unlevered free cash flows were based on Jupitermedia management’s internal projections and guidance for each year and taking into account the estimated allocation of Jupitermedia corporate expenses to Jupiterimages. In its discounted cash flow analysis, Merrill Lynch used discount rates ranging from 11.0% to 15.0% and perpetual growth rates of estimated calendar year 2013 unlevered free cash flow ranging from negative 2.0% to positive 2.0%.

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Using the discount rates and the perpetual growth rates of estimated calendar year 2013 unlevered free cash flow referred to above, Merrill Lynch calculated the implied enterprise value of Jupiterimages to be between $71,000,000 and $116,000,000. Merrill Lynch observed that the $96,000,000 in cash to be received by Jupitermedia pursuant to the stock purchase agreement plus the value of the Peoria, Illinois facility that will be assigned to Jupitermedia by Jupiterimages under the stock purchase agreement, for which Jupitermedia estimated the value as of October 22, 2008 to be approximately $3,000,000, was within the range of implied enterprise values derived by the discounted cash flow analysis based on Jupitermedia’s management’s estimates and taking into account the estimated allocation of Jupitermedia corporate expenses to Jupiterimages.

The summary set forth above does not purport to be a complete description of the analyses performed by Merrill Lynch in arriving at its opinion. The fact that any specific analysis has been referred to in the summary above or in this proxy statement is not meant to indicate that such analysis was given more weight than any other analysis. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances; therefore, such an opinion is not readily susceptible to partial analysis or summary description. No company, business or transaction used in such analyses as a comparison is identical to Jupiterimages, its business or the proposed sale of Jupiterimages, nor is an evaluation of such analyses entirely mathematical. In arriving at its opinion, Merrill Lynch did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Merrill Lynch believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all factors and analyses, would, in the view of Merrill Lynch, create an incomplete and misleading view of the analyses underlying Merrill Lynch’s opinion.

Some of the summaries of financial analyses above include information presented in tabular format. In order to fully understand Merrill Lynch’s analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described above without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Merrill Lynch’s analyses.

The analyses performed by Merrill Lynch include analyses based upon forecasts of future results, which results may be significantly more or less favorable than those upon which Merrill Lynch’s analyses were based. The analyses do not purport to be appraisals or to reflect the prices at which Jupitermedia’s shares may trade at any time after announcement of the proposed sale of Jupiterimages. Because the analyses are inherently subject to uncertainty, being based upon numerous factors and events, including, without limitation, factors relating to general economic and competitive conditions beyond the control of the parties or their respective advisors, neither Merrill Lynch nor any other person assumes responsibility if future results or actual values are materially different from those contemplated above.

Jupitermedia retained Merrill Lynch based upon Merrill Lynch’s experience and expertise. Merrill Lynch is an internationally recognized investment banking firm with substantial experience in transactions similar to the proposed sale of Jupiterimages. Merrill Lynch, as part of its investment banking business, is continually engaged in the valuation of businesses and securities in connection with business combinations and acquisitions and for other purposes. Merrill Lynch has consented to the inclusion of its written opinion delivered to the board of directors, dated October 22, 2008, in this proxy statement.

Under the terms of the engagement letter between Merrill Lynch and Jupitermedia, Merrill Lynch agreed to provide financial advisory services to Jupitermedia, including an opinion as to the fairness from a financial point of view of the purchase price to be received pursuant to the sale of Jupiterimages by Jupitermedia, and Jupitermedia agreed to pay Merrill Lynch a fee of $2,500,000, which is contingent upon completion of the sale of Jupiterimages. In addition, Jupitermedia has agreed to indemnify Merrill Lynch and its affiliates (and their respective directors, officers, agents, employees and controlling persons) against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Merrill Lynch’s engagement.

Merrill Lynch and its affiliates have, in the past, provided financial advisory and financing services to Jupitermedia, Getty Images and/or their respective affiliates and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of our business, Merrill Lynch or its affiliates may actively trade in securities of Jupitermedia for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

 Governmental and Regulatory Approvals

Under the HSR Act, Jupitermedia cannot consummate the sale of Jupiterimages until Jupitermedia and Getty Images have notified the DOJ and the FTC of the proposed sale, furnished them with certain information and materials relating to the sale of Jupiterimages and the applicable waiting periods have terminated or expired. The termination of the waiting period means the parties have satisfied the regulatory requirements under the HSR Act. Jupitermedia and Getty Images filed notification and report forms under the HSR Act with the Antitrust Division of the DOJ and the FTC on November 5, 2008, and are currently awaiting termination of the waiting period with respect to such notification.

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In addition, Jupitermedia and Getty Images are required to make certain regulatory notice filings in Germany under applicable German laws regarding the sale of Jupiterimages to Getty Images. Jupitermedia and Getty Images filed a regulatory notice with the appropriate German regulatory body on November 11, 2008, and are currently awaiting approval of the transaction.

Although Jupitermedia and Getty Images do not expect these regulatory authorities to raise any significant concerns in connection with their review of the sale of Jupiterimages, there is no assurance that the parties will obtain all required regulatory approvals.

Other than the filings described above, neither Jupitermedia nor Getty Images is aware of any regulatory approvals required to be obtained, or waiting periods to expire, to complete the sale of Jupiterimages to Getty Images. If the parties discover that other approvals or waiting periods are necessary, they will seek to obtain or comply with them.

 Effects on Jupitermedia if the Sale of Jupiterimages is Completed

If the Proposal to Sell Jupiterimages is approved by our stockholders at the special meeting and the sale of Jupiterimages is completed, we will sell all of the capital stock of Jupiterimages to Getty Images and continue to conduct the Online media segment of our business and our other remaining businesses and Jupitermedia will remain a public company.

 Nature of Our Business Following the Sale of Jupiterimages

Following the sale of Jupiterimages, we will continue to be a public company and revenues from our Online media segment and other remaining businesses will account for all of our revenues. We also intend to evaluate and potentially explore all available strategic options. We will continue to work to maximize stockholder interests with a goal of returning value to our stockholders. The sale of Jupiterimages will not alter the rights, privileges or nature of the outstanding shares of our common stock. A stockholder who owns shares of our common stock immediately prior to the closing of the sale of Jupiterimages will continue to hold the same number of shares immediately following the closing.

 Use of Proceeds from the Sale of Jupiterimages

Net proceeds from the sale of Jupiterimages will be used to repay our indebtedness under our credit agreement. Any net proceeds that remain after repaying our indebtedness under our credit agreement will be used in connection with our Online media business and other remaining businesses. We do not intend to distribute to our stockholders any of the proceeds that we receive from the sale of Jupiterimages.

The board’s determination of the appropriate use of the net proceeds after repayment of the indebtedness under our credit agreement will depend on a number of factors including the following:

 Effects on Jupitermedia if the Sale of Jupiterimages is Not Completed

If the Proposal to Sell Jupiterimages is not approved by our stockholders at the special meeting, the sale of Jupiterimages will not be completed as currently contemplated by the stock purchase agreement. If the sale does not occur, we will not be able to use the proceeds to repay our indebtedness under our credit agreement, which would remain outstanding. In such event, we would continue to conduct our business under our current name and would evaluate all available strategic alternatives.

If the stock purchase agreement is terminated under certain specified circumstances, Jupitermedia may be required to pay Getty Images a termination fee of $2,880,000 or reimburse Getty Images for its reasonable out-of-pocket expenses in an amount not to exceed $1,000,000.

 No Appraisal or Dissenters’ Rights

Stockholders who do not approve the Proposal to Sell Jupiterimages may vote against the proposal, but under the General Corporation Law of the state of Delaware appraisal and dissenters’ rights are not provided to stockholders in connection with this action.

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 Interests of Certain Persons in the Sale of Jupiterimages

In considering the recommendation of Jupitermedia’s board of directors with respect to the stock purchase agreement, Jupitermedia stockholders should be aware that some of Jupitermedia’s directors and executive officers have interests in the sale of Jupiterimages that are different from, or in addition to, the interests of Jupitermedia stockholders generally. Jupitermedia’s board of directors was aware of these interests and considered them in adopting the stock purchase agreement and approving the sale of Jupiterimages and recommending that the stockholders of Jupitermedia approve the sale of Jupiterimages.

Specifically, both the Jupitermedia Corporation 1999 Stock Incentive Plan and the Jupitermedia Corporation 2008 Stock Incentive Plan, or the “stock incentive plans,” provide for accelerated vesting of all outstanding options, restricted stock and other awards upon the occurrence of a “change in control” of Jupitermedia. A “change in control” of Jupitermedia will be deemed to have occurred upon the consummation of the transactions contemplated by the stock purchase agreement. As a result, all outstanding options, restricted stock and other awards granted pursuant to the stock incentive plans held by Jupitermedia’s directors and executive officers will immediately vest upon the sale of Jupiterimages.

The following table sets forth, as of November 17, 2008, information with respect to the outstanding options of the Company beneficially owned by each director of the Company, each nominee for director, the Chief Executive Officer (who is also a director), the President and Chief Operating Officer (who is also a director) and the Chief Financial Officer.

Certain of our stockholders, who are or were directors or executive officers of Jupitermedia, entered into support agreements with Getty Images, dated as of October 22, 2008, the form of which is attached hereto as Annex B. See “—Terms of the Support Agreements.”

 Terms of the Stock Purchase Agreement

The following summarizes certain material provisions of the stock purchase agreement. This summary does not purport to be complete, and the rights and obligations of the parties are governed by the express terms of the stock purchase agreement and not by this summary or any other information contained in this proxy statement. This summary of the stock purchase agreement is qualified in its entirety by reference to the stock purchase agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate herein by reference.

The description of the stock purchase agreement in this proxy statement has been included to provide you with information regarding certain of its terms and conditions and is not intended to provide any other factual information about Jupitermedia, Jupiterimages or Getty Images.

  The Sale of Jupiterimages

Upon the terms and subject to the conditions set forth in the stock purchase agreement, the sale contemplated by the stock purchase agreement will consist of Jupitermedia selling all of the outstanding capital stock of Jupitermedia’s wholly-owned subsidiary, Jupiterimages, to Getty Images. In connection with the sale, Jupiterimages will assign to Jupitermedia the facility located in Peoria, Illinois, and Jupitermedia will lease such facility to Getty Images (US) following the closing of the transaction.

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Jupitermedia or Getty Images may terminate the stock purchase agreement prior to the consummation of the sale in certain specified circumstances, whether before or after the approval of the sale of Jupiterimages by Jupitermedia’s stockholders. Additional details on termination of the stock purchase agreement are described in “—Termination” below.

 Purchase Price

Subject to the terms and conditions of the stock purchase agreement, Jupitermedia will sell to Getty Images 100% of the shares of common stock, par value $0.01 per share, of Jupiterimages, free and clear of all liens and encumbrances, for a purchase price of $96,000,000 in cash, subject to a post-closing adjustment as described below. Jupiterimages will assign to Jupitermedia the facility located in Peoria, Illinois, and lease the facility to Getty Images (US) on market terms, and Getty Images will assume certain of Jupitermedia’s obligations that relate to the business of Jupiterimages.

 Purchase Price Adjustment

After the closing date, Jupitermedia will deliver to Getty Images a final consolidated balance sheet of Jupiterimages and a schedule setting forth Jupitermedia’s calculation of Jupiterimages’ net working capital as of the closing date determined in the manner described in the stock purchase agreement. Getty Images has the right to challenge Jupitermedia’s determination of Jupiterimages’ net working capital and any disputes between Getty Images and Jupitermedia as to Jupiterimages’ net working capital that cannot be settled by the parties within 20 days will be settled by an independent third party arbiter. If Jupiterimages’ net working capital as of the closing date is greater than the target net working capital of negative $7,413,761, then Getty Images shall pay Jupitermedia the amount of the difference dollar-for-dollar plus accrued interest of 5% per annum on such difference. If Jupiterimages’ net working capital as of the closing date is less than the target net working capital of negative $7,413,761, then Jupitermedia shall pay Getty Images the amount of the difference dollar-for-dollar plus accrued interest of 5% per annum on such difference.

 Representations and Warranties

The stock purchase agreement contains representations and warranties made by Jupitermedia to Getty Images and representations and warranties made by Getty Images to Jupitermedia as of specific dates. These representations and warranties are intended for the benefit of the parties only and are not for the benefit of stockholders or the investing public generally. These representations and warranties are subject to qualifications, limitations and information contained in confidential disclosure schedules exchanged by the parties in connection with negotiating the terms of the stock purchase agreement. Certain representations and warranties made in the stock purchase agreement as of a specified date also may be subject to contractual standards of materiality different from those generally applicable to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. In addition, information concerning the subject matter of the representations and warranties contained in the stock purchase agreement may have changed since the date of the stock purchase agreement. Accordingly, you should not rely on these representations and warranties as statements of fact.

Definition of Material Adverse Effect

Jupitermedia makes various representations and warranties to Getty Images in the stock purchase agreement that are qualified, in many cases, by “materiality,” “Knowledge,” or “Material Adverse Effect” standards. As used in the stock purchase agreement, “Knowledge” means the actual knowledge, after reasonable inquiry, of certain scheduled individuals. As used in the stock purchase agreement, “Material Adverse Effect” means (i) an effect, event, development or change that is, individually or in the aggregate, materially adverse to the business, results of operations or financial condition of Jupiterimages and its subsidiaries, taken as a whole, or (ii) a material adverse effect on the ability of Jupiterimages or Jupitermedia to consummate the transactions contemplated by this Agreement, subject to the following customary exceptions:

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Our Representations and Warranties

Jupitermedia’s representations and warranties in the stock purchase agreement relate to, among other things:

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Getty Images’ Representations and Warranties

Getty Images’ representations and warranties in the stock purchase agreement relate to, among other things:

  Covenants

Jupitermedia has agreed to use commercially reasonable efforts to, among other things:

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Conduct of Business Pending the Sale of Jupiterimages

Jupitermedia has agreed that, subject to certain exceptions, between the date of the stock purchase agreement and the earlier of the closing of the transactions contemplated by the stock purchase agreement or the termination of the stock purchase agreement in accordance with its terms, it will, and will cause Jupiterimages and its subsidiaries to, conduct Jupiterimages’ business only in the ordinary course of business.

Additionally, Jupitermedia has agreed that, subject to certain exceptions, from the date of the stock purchase agreement until the earlier of the closing of the transactions contemplated by the stock purchase agreement or the termination of the stock purchase agreement pursuant to its terms, it will not, and will not permit Jupiterimages or any of its subsidiaries to, among other things:

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Reasonable Best Efforts

Subject to the terms and conditions of the stock purchase agreement, each of Getty Images and Jupitermedia has agreed to cooperate and use reasonable best efforts to (i) take or cause to be taken all necessary, proper and advisable actions to cause the conditions to the closing of the transactions contemplated by the stock purchase agreement to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the stock purchase agreement, including preparing and filing promptly all necessary documentation and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any governmental agency or other parties necessary, proper and advisable to consummate the transactions contemplated by the stock purchase agreement. Further, each party has agreed, among other things, to:

Additionally, in connection with their efforts to obtain all requisite approvals and authorizations for the transactions contemplated in the stock purchase agreement, each of Jupitermedia and Getty Images has agreed, among other things, to:

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Jupitermedia and Getty Images have also agreed to use their respective reasonable best efforts to resolve any objections as may be asserted by a governmental agency or any other person with respect to the transactions contemplated by the stock purchase agreement, provided that “reasonable best efforts” does not include (and Jupitermedia is not permitted, and Getty Images is not required, to do) any of the following:

Getty Images will not have an obligation to contest or resist any action or proceeding challenging the transactions contemplated by the stock purchase agreement as violative of any antitrust laws by any governmental agency. Should any preliminary or permanent injunction or similar order granting injunctive relief (other than a temporary restraining order) under the applicable antitrust laws be issued by any governmental agency, Getty Images may elect (upon written notice within five business days after issuance), but will not be required, to seek or have such injunction, order or stay vacated, lifted or otherwise set aside, but in the event Getty Images so elects, Getty Images and Jupitermedia are obligated to use their reasonable best efforts to contest and resist thereafter until such time, if any, as Getty Images decides in its sole discretion to cease contesting or resisting such preliminary injunction, order or stay, or any other administrative or judicial action or proceeding challenging the transactions contemplated by the stock purchase agreement under the applicable antitrust laws.

Jupitermedia has agreed to use its reasonable best efforts to take all actions necessary to ensure that no state takeover statute or similar law is or becomes applicable to any of the transactions contemplated by the stock purchase agreement and if any state takeover statute or similar law becomes applicable to any of the transactions contemplated by the stock purchase agreement, to take all actions necessary to ensure that the transactions contemplated by the stock purchase agreement may be consummated as promptly as practicable on the terms contemplated thereby and to otherwise minimize the effect of such law on the transactions contemplated by the stock purchase agreement.

Stockholders’ Meeting

Jupitermedia has agreed to call, convene and hold a stockholders’ meeting as promptly as reasonably practicable following the date upon which the proxy statement is cleared by the SEC for purposes of considering and voting upon the sale of 100% of the issued and outstanding capital stock of Jupiterimages regardless of whether our board of directors has changed its

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recommendation of the sale of Jupiterimages or an alternative acquisition proposal has been publicly proposed or announced or otherwise submitted to Jupitermedia. Our board of directors has agreed to use its commercially reasonable efforts to solicit the stockholders’ approval.

Restrictions on Solicitation of Other Offers

Pursuant to the stock purchase agreement, Jupitermedia and Jupiterimages have agreed to (i) cease (and cause their respective subsidiaries, officers, directors, employees or other representatives to cease) any discussions or negotiations with any person with respect to an acquisition proposal (as described below), and (ii) use their commercially reasonable efforts to obtain from any such person or cause the destruction of all copies of confidential information previously provided to such person by Jupitermedia, Jupiterimages or their subsidiaries or any of their representatives to the extent the confidential information remains confidential at such time.

Jupitermedia and Jupiterimages have agreed that, from the date of the stock purchase agreement until the earlier of the closing date or the termination of the stock purchase agreement in accordance with its terms, subject to the exceptions described below, they will not, and will not permit or cause their respective subsidiaries and their respective officers, directors, employees, agents or representatives to:

If prior to receipt of the stockholders’ approval of the sale of Jupiterimages, Jupitermedia or Jupiterimages receives an unsolicited bona fide written acquisition proposal, Jupitermedia may, directly or through its representatives, contact such person for purposes of clarifying the acquisition proposal and any material terms thereof and the conditions to and likelihood of consummation of the transactions contemplated by such acquisition proposal so as to determine, after consultation with Jupitermedia’s financial advisor and outside legal counsel, whether such acquisition proposal is, or is reasonably likely to lead to, a superior proposal (as described below).

Jupitermedia may, after providing Getty Images with not less than 24 hours’ written notice, participate in negotiations with, and furnish non-public information with respect to itself or Jupiterimages to, a person making the unsolicited bona fide written acquisition proposal if:

The board of directors of Jupitermedia may not (i) withdraw, amend or modify (or publicly propose to withdraw, amend or modify) its recommendation that the stockholders vote in favor of the sale of Jupiterimages, (ii) recommend or publicly propose to recommend that the stockholders vote for an acquisition proposal or (iii) approve, recommend, publicly propose to approve or recommend, or allow Jupitermedia or Jupiterimages to enter into an agreement or arrangement with respect to an acquisition proposal or requiring Jupitermedia or Jupiterimages to abandon, terminate or fail to consummate the transactions contemplated by the stock purchase agreement. Notwithstanding the foregoing restrictions, in the event that the board of directors of Jupitermedia receives an unsolicited bona fide written acquisition proposal prior to the receipt of the stockholders’ approval of the sale of Jupiterimages and the board of directors of Jupitermedia determines in good faith that it constitutes a superior proposal, then the board of directors of Jupitermedia may (i) make an adverse recommendation change in response to such superior proposal if the board of directors of Jupitermedia determines in good faith, following consultation with its financial advisor and outside legal counsel, that the failure to make such adverse recommendation change would be reasonably likely to constitute a breach by the board of directors of its fiduciary duties under applicable law

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and (ii) in response to such superior proposal and within 48 hours after the expiration of the three business day period described below, enter into an agreement with respect to such superior proposal if Jupitermedia is permitted to terminate the stock purchase agreement and concurrently enter into such agreement with respect to such superior proposal (provided that the board of directors of Jupitermedia may only take the actions set forth in this subsection (ii) after providing Getty Images with at least three business days written notice advising Getty Images that the board of directors of Jupitermedia is preparing to enter into the agreement with respect to the superior proposal and terminate the stock purchase agreement and during such three business day period Getty Images is provided a reasonable opportunity to provide Jupitermedia with a binding written offer to amend the terms of the stock purchase agreement (and Jupitermedia shall have considered in good faith any such binding, written offer from Getty Images)).

An “acquisition proposal” is defined in the stock purchase agreement as any proposal or offer from any person or group of persons other than Getty Images contemplating, whether in one transaction or a series of related transactions, any:

A “superior proposal” is defined in the stock purchase agreement as any bona fide written acquisition proposal made by a third party which the board of directors of Jupitermedia determines in good faith (after consultation with its financial and legal advisors) to be more favorable to the stockholders of Jupitermedia from a financial point of view than the sale of Jupiterimages contemplated by the stock purchase agreement, taking into account at the time of determination (i) any binding, written offer by Getty Images to amend the terms and conditions of the stock purchase agreement, (ii) the ability of the person making such acquisition proposal to consummate the transactions contemplated by such acquisition proposal and (iii) all relevant legal, financial and regulatory aspects of such acquisition proposal, except that the references to “20%” in the definition of “acquisition proposal” shall be deemed to be references to “50%.”

Dividends and Distributions by Jupiterimages

Between the date of the stock purchase agreement and the closing date, Jupiterimages and its subsidiaries may declare and pay cash dividends or make cash distributions to Jupitermedia or any of its subsidiaries.

Non-Competition and Non-Solicitation Covenants

Jupitermedia has agreed that for the five year period following the closing date, Jupitermedia will not and will cause its affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business engaged in the same type of business or operations conducted by Jupiterimages and its subsidiaries as of the date of the stock purchase agreement. However, Jupitermedia may continue to engage in the operation of the remaining business and assets of Jupitermedia including permitting any person to advertise with Jupitermedia or attend, exhibit, sponsor or speak at any Jupitermedia conference, exhibition, training, class or webinar.

In addition, each of Jupitermedia and Getty Images have agreed, for a period of three years following the closing of the stock purchase agreement, in the case of Jupitermedia, not to solicit or induce the employment or services of or hire any employee of Getty Images or any employee providing services to the business and operations of Jupiterimages and in the case of Getty Images, any employee of Jupitermedia, without the prior written consent of such other party. In addition, if Jupitermedia or Getty Images terminates the employment of any such employee, Jupitermedia or Getty Images, as the case may be, is permitted to solicit such terminated employee.

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Employee Benefits

Jupitermedia has agreed to retain responsibility for all medical and other benefits for employees of Jupiterimages up to the closing date. Upon reasonable notice from Getty Images prior to the closing date, Jupitermedia has agreed to use commercially reasonable efforts to terminate or transfer any benefit plans, employment, consulting or similar agreements of Jupiterimages or any of its subsidiaries, solely at the expense of Getty Images and subject to legal, contractual and other specified obligations or limitations.

Getty Images has agreed, subject to certain exceptions, to give credit to all employees who are employed by Jupiterimages (or by Jupitermedia if such employee performs services for Jupiterimages) as of the closing date for all service with Jupitermedia, to the same extent as such service was credited for such purpose by Jupitermedia under each Jupitermedia employee benefit arrangement, for purposes of eligibility, vesting and benefits accrual. Getty Images has also agreed, with respect to certain benefit plans and with respect to all employees who are employed by Jupiterimages (or by Jupitermedia if such employee performs services for Jupiterimages) as of the closing date, to (i) waive any pre-existing condition or waiting period, (ii) give effect to claims incurred and amounts paid by such employees during the plan year in which the closing occurs (in determining any deductible and maximum out-of-pocket limitations) and (iii) assume the liability for any, and allow such employees to use, accrued but unused vacation time under the vacation policy of Jupitermedia immediately prior to the closing.

Other Covenants

The stock purchase agreement contains certain other covenants, including covenants relating to, among other things:

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 Conditions to Closing

Mutual Closing Conditions

The obligations of the parties to consummate the transactions contemplated by the stock purchase agreement are subject to the satisfaction or waiver in writing, as of the closing date, of the following closing conditions:

Conditions to Jupitermedia’s Obligation

The obligations of Jupitermedia to complete the transactions contemplated by the stock purchase agreement are further subject to the satisfaction or waiver of each of the following conditions on or prior to the closing date:

Conditions to Getty Images’ Obligation

The obligations of Getty Images to complete the transactions contemplated by the stock purchase agreement are further subject to the satisfaction or waiver of each of the following conditions on or prior to the closing date:

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 Closing Date

The closing of the transactions contemplated by the stock purchase agreement is to be held at 12:00 p.m. (New York time) not more than two business days after each of the conditions to closing described above have been satisfied or waived by the party entitled to the benefit thereof or at such other time as the parties may mutually agree. The closing will be held at the New York offices of Willkie Farr & Gallagher LLP, counsel to Jupitermedia.

 Survival and Indemnification

Survival

All of the representations and warranties of Jupitermedia will survive until the first anniversary of the closing of the transactions contemplated by the stock purchase agreement, except that Jupitermedia’s (i) tax representations and warranties will survive until the expiration of any applicable statute of limitations plus 90 days, (ii) sufficiency of assets representations and warranties will survive until the close of business on the second anniversary of the closing date, (iii) environmental representations and warranties will survive until the close of business on the third anniversary of the closing date and (iv) corporate authorization, capitalization and title to stock representations and warranties will survive indefinitely subject to any applicable statute of limitations.

All of the representations and warranties of Getty Images will survive until the first anniversary of the closing of the transactions contemplated by the stock purchase agreement, except for Getty Images’ corporate authority and noncontravention representations which will survive indefinitely subject to any applicable statute of limitations.

Indemnification

From and after the closing date of the transactions contemplated by the stock purchase agreement, Jupitermedia has agreed to indemnify and hold harmless Getty Images and its subsidiaries, affiliates, officers, directors, employees, stockholders and representatives (collectively, the “Getty Images Indemnitees”) from and against all damages resulting from or incurred by the Getty Images Indemnitees by reason of:

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Similarly, from and after the closing date, Jupitermedia and its subsidiaries, affiliates, officers, directors, employees, stockholders and representatives (collectively, the “Jupitermedia Indemnitees”) shall each be indemnified and held harmless by Getty Images from and against and in respect of any and all damages resulting from or incurred by any Jupitermedia Indemnitee by reason of:

Indemnification Limitations

Except as described in the immediately following paragraph, Jupitermedia will not be obligated to indemnify the Getty Images Indemnitees for breaches of representations and warranties and Getty Images will not be obligated to indemnify the Jupitermedia Indemnitees for breaches of representations and warranties unless, in each case, the aggregate of all Getty Images Indemnitees’ damages or Jupitermedia Indemnitees’ damages, as the case may be, other than damages attributable to any breach of the representations and warranties of Jupitermedia with respect to organization, good standing and corporate power, corporate authorization, capitalization and title to stock, tax matters and brokers and other advisors, and damages attributable to any breach of the representations and warranties of Getty Images with respect to organization, authority, noncontravention and brokers and other advisors, exceeds $1,200,000, in which case the Getty Images Indemnitees or the Jupitermedia Indemnitees, as the case may be, will be entitled to recover all of their damages in excess of such $1,200,000 deductible.

Notwithstanding the foregoing, Jupitermedia will not be obligated to indemnify the Getty Images Indemnitees for any breach of its representation and warranty with respect to sufficiency of assets unless the aggregate of all Getty Images Indemnitees’ damages for a breach of such representation and warranty exceeds $350,000, in which case the Getty Images Indemnitees will be entitled to recover all of their damages for any such breach in excess of such $350,000 deductible. Any damages resulting from a breach of the representation and warranty regarding sufficiency of assets shall be included in determining whether the $1,200,000 deductible described above has been exceeded.

The maximum aggregate liability of either Jupitermedia or Getty Images for breaches of representation and warranties shall not exceed $2,000,000; provided, however, that damages attributable to (i) any breach of the representations and warranties of Jupitermedia with respect to organization, good standing and corporate power, corporate authorization, capitalization and

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title to stock, tax and brokers and other advisors, (ii) any breach of the representations and warranties of Getty Images with respect to organization, authority, noncontravention and brokers and other advisors and (iii) fraud or intentional misrepresentations or intentional omissions on the part of Jupitermedia, shall not, in each case, be subject to the $2,000,000 cap.

A Getty Images Indemnitee’s right to indemnification under the indemnification provisions of the stock purchase agreement shall not be diminished or otherwise affected in any way as a result of the existence of such Getty Images Indemnitee’s knowledge of such breach or untruth as of the date of the stock purchase agreement or as of the closing date, regardless of whether such knowledge exists as a result of the Getty Images Indemnitee’s investigation or as a result of disclosure by Jupitermedia (or any other person), unless such disclosures were set forth in the stock purchase agreement or in any applicable schedule thereto.

Escrow Amount

To provide a partial fund against which a Getty Images Indemnitee may assert an indemnification claim pursuant to the stock purchase agreement, $2,000,000 of the purchase price will be deposited into an escrow account. The $2,000,000 escrow amount will be held and distributed in accordance with the escrow agreement to be entered into at closing. All distributions made out of the escrow fund shall be made in accordance with the terms of the escrow agreement.

Subject to and in accordance with the terms of the escrow agreement, the $2,000,000 escrow amount, or any remaining portion thereof, will be released from the escrow fund in accordance with the following schedule: (i) on the 6 month anniversary of the closing date, one-half of the escrow fund will be paid to Jupitermedia (net of any amounts paid to Getty Images out of the escrow fund prior to such anniversary and net of any reserves for then pending valid indemnification claims) and (ii) on the first anniversary of the closing date, the remainder of the escrow fund will be paid to Jupitermedia. If any valid indemnification claim remains outstanding on the first anniversary of the closing date, Jupitermedia shall maintain in the escrow fund the amount of such indemnification claim until such time as such indemnification claim is resolved in accordance with the stock purchase agreement and the escrow agreement.

Certain Additional Provisions Relating to Indemnification

Except as otherwise provided in the stock purchase agreement, the indemnification provisions set forth in the stock purchase agreement constitute the sole and exclusive recourse and remedy available to the parties to the stock purchase agreement with respect to the breach of any representation, warranty or covenant contained in the stock purchase agreement; provided, however, that the foregoing clause will not be deemed a waiver by any party of any right to specific performance or injunctive relief, or any right or remedy arising by reason of any claim of fraud or intentional misrepresentations or intentional omissions with respect to the stock purchase agreement or any of the other transaction documents pursuant to the stock purchase agreement.

 Termination

Termination Rights

The stock purchase agreement may be terminated and the transactions contemplated by the stock purchase agreement may be abandoned at any time prior to the closing date:

(i) by mutual written consent of Jupitermedia or Getty Images;

(ii) by either Jupitermedia or Getty Images if:

(a) the closing has not occurred on or before April 22, 2009, subject to extension by an additional three months if all of the conditions to closing are satisfied on April 22, 2009, other than the closing conditions that by their terms are required to be satisfied or waived at the closing and the closing condition requiring the expiration of waiting periods under the HSR Act and approvals of any required governmental agency including approvals under all applicable foreign antitrust laws (see “—Conditions to Closing”);

(b) any order, injunction or other legal restraint has been issued by any governmental entity, that has the effect of making consummation of the transactions contemplated by the stock purchase agreement illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by the stock purchase agreement, and such order, injunction or other legal restraint has become final and nonappealable; or

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(c) the stock purchase agreement has been voted upon at the special meeting (including any adjournment thereof), the special meeting has been completed, and Jupitermedia’s stockholders have failed to approve the sale of Jupiterimages as contemplated by the stock purchase agreement by the requisite vote;

(iii) by Jupitermedia if:

(a) at any time prior to receipt of the Jupitermedia stockholders’ approval of the sale of Jupiterimages as contemplated by the stock purchase agreement, Jupitermedia enters into a definitive agreement providing for a superior proposal;

(b) there have occurred any changes, effects, events, occurrences, state of facts or developments that, individually or in the aggregate, have had an uncured material adverse effect on Getty Images; or

(c) Getty Images breaches any of its representations, covenants or agreements in the stock purchase agreement, and such breach (1) would cause Jupitermedia’s closing conditions relating to the accuracy of Getty Images’ representations or covenants and agreements not to be satisfied by the closing date and (2) is incapable of being cured or is not cured within 15 business days following receipt of notice of such breach by Getty Images (see “—Conditions to Closing”);

(iv) by Getty Images if:

(a) the board of directors of Jupitermedia withdraws or modifies (or proposes to withdraw or modify) its recommendation that the Jupitermedia stockholders approve the sale of Jupiterimages as contemplated by the stock purchase agreement in a manner adverse to Getty Images, including by failing to recommend against acceptance of any tender offer or exchange offer, or approves, publicly proposes to approve or allows Jupitermedia or Jupiterimages to enter into any agreement or understanding that could reasonably be expected to lead to any acquisition proposal, or requires Jupitermedia or Jupiterimages to abandon, terminate or fail to consummate the transactions contemplated by the stock purchase agreement;

(b) there have occurred any changes, effects, events, occurrences, state of facts or developments that, individually or in the aggregate, have had an uncured Material Adverse Effect on Jupiterimages and its subsidiaries; or

(c) Jupitermedia breaches any of its representations, covenants or agreements in the stock purchase agreement, and such breach (1) would cause Getty Images’ closing conditions relating to the accuracy of Jupitermedia’s representations or covenants and agreements not to be satisfied by the closing date and (2) is incapable of being cured or is not cured within 15 business days following receipt of notice of such breach by Jupitermedia (see “—Conditions to Closing”).

Termination Fees and Expense Reimbursement

(i) Jupitermedia must pay Getty Images a termination fee of $2,880,000 (net of any Getty Images expenses reimbursed (as discussed below) by Jupitermedia provided that any Getty Images expenses so reimbursed are credited dollar for dollar against any obligation of Jupitermedia to pay the termination fee), if the stock purchase agreement is terminated:

(a) by either Jupitermedia or Getty Images if (1) the closing has not occurred on or before April 22, 2009, subject to extension by an additional three months if all of the conditions to closing are satisfied on April 22, 2009, other than the closing conditions which by their terms are required to be satisfied or waived at the closing and the closing condition requiring the expiration of waiting periods under the HSR Act and approvals of any required governmental agency including approvals under all applicable foreign antitrust laws (see “—Conditions to Closing”), (2) an acquisition proposal has been publicly announced prior to the termination date and (3) concurrently with such termination or within 12 months following such termination date, Jupitermedia or Jupiterimages enters into a definitive contract to consummate or consummates any acquisition proposal;

(b) by either Jupitermedia or Getty Images if (1) the stock purchase agreement has been voted upon at the special meeting (including any adjournment thereof), (2) the special meeting has been completed, (3) Jupitermedia’s stockholders have failed to approve the sale of Jupiterimages as contemplated by the stock purchase agreement by the requisite vote, (4) an acquisition proposal has been publicly announced prior to the Jupitermedia stockholders meeting and (5) concurrently with such termination or within 12 months following such termination date, Jupitermedia or Jupiterimages enters into a definitive contract to consummate or consummates any acquisition proposal;

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(c) by Getty Images if (1) there have occurred any changes, effects, events, occurrences, state of facts or developments that, individually or in the aggregate, have had an uncured Material Adverse Effect on Jupiterimages and its subsidiaries, (2) an acquisition proposal has been publicly announced prior to the termination date, and (3) concurrently with such termination or within 12 months following such termination date, Jupitermedia or Jupiterimages enters into a definitive contract to consummate or consummates any acquisition proposal;

(d) by Getty Images if (1) Jupitermedia breaches any of its representations, covenants or agreements in the stock purchase agreement, and such breach (A) would cause Getty Images’ closing conditions relating to the accuracy of Jupitermedia’s representations or covenants and agreements not to be satisfied by the closing date and (B) is incapable of being cured or is not cured within 15 business days following receipt of notice of such breach by Jupitermedia (see “—Conditions to Closing”), (2) an acquisition proposal has been publicly announced prior to the termination date and (3) concurrently with such termination or within 12 months following such termination date, Jupitermedia or Jupiterimages enters into a definitive contract to consummate or consummates any acquisition proposal;

(e) by Getty Images if the board of directors of Jupitermedia withdraws or modifies (or proposes to withdraw or modify) its recommendation that the Jupitermedia stockholders approve the sale of Jupiterimages as contemplated by the stock purchase agreement in a manner adverse to Getty Images, including by failing to recommend against acceptance of any tender offer or exchange offer, or approves, publicly proposes to approve or allows Jupitermedia or Jupiterimages to enter into any agreement or understanding that could reasonably be expected to lead to any acquisition proposal, or requires Jupitermedia or Jupiterimages to abandon, terminate or fail to consummate the transactions contemplated by the stock purchase agreement; or

(f) by Jupitermedia if, at any time prior to receipt of the Jupitermedia stockholders’ approval of the sale of Jupiterimages as contemplated by the stock purchase agreement, Jupitermedia enters into a definitive agreement providing for a superior proposal.

(ii) Jupitermedia must promptly reimburse Getty Images for its documented and reasonable expenses up to $1,000,000, provided that such expense reimbursement is credited dollar for dollar against any obligation of Jupiterimages to pay the termination fee described above, if the stock purchase agreement is terminated:

(a) by either Jupitermedia or Getty Images if (1) the stock purchase agreement has been voted upon at the special meeting (including any adjournment thereof), (2) the special meeting has been completed and (3) Jupitermedia’s stockholders have failed to approve the sale of Jupiterimages as contemplated by the stock purchase agreement by the requisite vote;

(b) by Getty Images if there have occurred any changes, effects, events, occurrences, state of facts or developments that, individually or in the aggregate, have had an uncured Material Adverse Effect on Jupiterimages and its subsidiaries; or

(c) by Getty Images if Jupitermedia breaches any of its representations, covenants or agreements in the stock purchase agreement, and such breach (1) would cause Getty Images’ closing conditions relating to the accuracy of Jupitermedia’s representations or covenants and agreements not to be satisfied by the closing date and (2) is incapable of being cured or is not cured within 15 business days following receipt of notice of such breach by Jupitermedia (see “—Conditions to Closing”).

(iii) Except in the event of willful breach of the stock purchase agreement or fraud by Jupitermedia, but without limiting Getty Images’ right to specific performance, Getty Images’ right to receive payment from Jupitermedia of the termination fee and/or the expense reimbursement are the sole and exclusive remedy of Getty Images against Jupitermedia for failure to perform under the stock purchase agreement.

Expenses

Except as specifically set forth in the stock purchase agreement and discussed above, Jupitermedia and Getty Images will bear their own respective expenses incurred in connection with the stock purchase agreement.

Amendment

The stock purchase agreement may be modified or amended only by written agreement of Jupitermedia and Getty Images, except that following receipt of the stockholders’ approval of the transactions contemplated by the stock purchase agreement, there will be no amendment that by law would require further approval by Jupitermedia’s stockholders without such approval having been obtained.

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Specific Performance

Subject to the terms of the stock purchase agreement, Jupitermedia and Getty Images have agreed that irreparable damage would occur in the event that any of the provisions of the stock purchase agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages may not be an adequate remedy therefor. The parties have accordingly agreed that each party shall be entitled to seek an injunction or injunctions to prevent breaches of the stock purchase agreement by the other party and to seek to enforce specifically the terms and provisions of the stock purchase agreement against the other party without bond or other security being required, this being in addition to any other remedy to which it is entitled at law or in equity.

 Terms of the Support Agreements

As an inducement to Getty Images to enter into the stock purchase agreement, Alan M. Meckler, our Chairman of the Board and Chief Executive Officer, and certain of our other stockholders entered into support agreements with Getty Images, dated as of October 22, 2008, the form of which is attached hereto as Annex B. As of the record date, these stockholders had shared voting power over [    ] shares of our common stock, or approximately [    ]% of our outstanding common stock. See “—Interests of Certain Persons in the Sale of Jupiterimages.”

This summary of the form support agreement does not purport to be complete. All stockholders are urged to read the form support agreement in its entirety.

In each of the support agreements, each of the stockholders party thereto agreed, subject to such stockholder’s fiduciary duties as a director or officer of Jupitermedia as discussed above:

The support agreements terminate upon the earlier to occur of (i) the termination of the stock purchase agreement in accordance with its terms or (ii) the closing of the transactions contemplated by the stock purchase agreement.

 Material U.S. Federal Income Tax Consequences

The following is a summary of the material United States federal income tax consequences from the sale of Jupiterimages to stockholders of Jupitermedia. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

Because stockholders of Jupitermedia are not selling or otherwise exchanging their stock in Jupitermedia in connection with the transaction and no proceeds from the sale of Jupiterimages will be distributed to stockholders of Jupitermedia, the sale of Jupiterimages will not result in any U.S. federal income tax consequences to stockholders of Jupitermedia.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL #1, THE PROPOSAL TO SELL JUPITERIMAGES.

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Pro Forma Financial Statements

The following unaudited pro forma condensed consolidated financial information should be read in conjunction with the related notes and with Jupitermedia’s historical condensed consolidated financial statements for the nine months ended September 30, 2008 and 2007 and for the years ended December 31, 2007 and 2006, which can be found in Jupitermedia’s quarterly reports on Form 10-Q for the nine months ended September 30, 2008 and 2007 and in Jupitermedia’s annual reports on Form 10-K for the years ended December 31, 2007 and 2006.

The unaudited pro forma condensed consolidated financial information is derived from Jupitermedia’s historical consolidated financial statements, adjusted to reflect the sale of Jupiterimages as if it occurred on September 30, 2008, with respect to the unaudited pro forma condensed consolidated balance sheet, and as of the first day of each period presented with respect to the unaudited pro forma condensed consolidated statements of operations. In the opinion of management, these unaudited pro forma condensed consolidated financial statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the sale of Jupiterimages on Jupitermedia’s historical consolidated financial information.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and is based upon estimates by Jupitermedia’s management, which are based upon available information and certain assumptions that Jupitermedia’s management believes are reasonable. The unaudited pro forma condensed consolidated financial information is not intended to be indicative of actual results of operations or financial position that would have been achieved had the transaction been consummated as of the beginning of each period indicated above, nor does it purport to indicate results which may be attained in the future. Actual amounts could differ materially from these estimates.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable in the circumstances. The unaudited pro forma condensed consolidated financial statements of Jupitermedia should be read in conjunction with the notes thereto.

Historical Financial Statements

The following are unaudited condensed consolidated balance sheets of Jupiterimages at September 30, 2008 and December 31, 2007, unaudited condensed consolidated statements of operations for the nine months ended September 30, 2008 and 2007 and for the years ended December 31, 2007 and 2006, and unaudited condensed consolidated statements of cash flows of Jupiterimages for the nine months ended September 30, 2008 and for the year ended December 31, 2007 and the notes thereto.

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 Jupitermedia Corporation

 Unaudited Pro Forma Condensed Consolidated Balance Sheet

September 30, 2008

(in thousands)