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EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1
Securities Purchase Agreement, dated as of June 20, 2013, by and among Demand Media, Inc., Society6, the
Sellers and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the SEC on June 24, 2013)
2.2
Asset Purchase Agreement, dated as of July 9, 2014, by and among Demand Media, Inc., CB Acquisition LLC,
and Otter Media Holdings (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-
K filed with the SEC on July 14, 2014)
2.3
Separation and Distribution Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of
August 1, 2014 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed
with the SEC on August 7, 2014)
2.4
Agreement and Plan of Merger, dated as of August 8, 2014, by and among Demand Media, Inc., Gallery Merger
Sub, Inc., Saatchi Online, Inc. and Shareholder Representative Services LLC (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 11, 2014)
3.1
Amended and Restated Certificate of Incorporation of Demand Media, Inc., as amended effective August 1, 2014
(incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3 filed with the
SEC on August 29, 2014)
3.2
Amended and Restated Bylaws of Demand Media, Inc. (incorporated by reference to Exhibit 3.02 to the
Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2011)
4.1
Form of Demand Media, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2014)
4.2
Third Amended and Restated Stockholders’ Agreement, among Demand Media, Inc., and the stockholders listed
on Exhibit A thereto, dated March 3, 2008 (incorporated by reference to Exhibit 4.02 to the Company’s
Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on August 6, 2010)
4.2A
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated October 21, 2010
(incorporated by reference to Exhibit 4.03 to Amendment No. 3 to the Company’s Registration Statement on
Form S-1 (File No. 333-168612) filed with the SEC on October 29, 2010)
4.2B
Waiver of Registration Rights and Amendment to Stockholders’ Agreement, dated August 24, 2012 (incorporated
by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
N
ovembe
r
13, 2012)
10.1
†
Form of Indemnification Agreement entered into by and between Demand Media, Inc. and each of its directors
and executive officers (incorporated by reference to Exhibit 10.01 to Amendment No. 2 to the Company’s
Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on October 12, 2010)
10.2
†
Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, adopted April 2006 and amended and
restated on June 26, 2008 (incorporated by reference to Exhibit 10.03 to the Company’s Registration Statement
on Form S-1 (File No. 333-168612) filed with the SEC on August 6, 2010)
10.2A
†
First Amendment to the Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, dated June 1,
2009 (incorporated by reference to Exhibit 10.03A to the Company’s Registration Statement on Form S-1 (File
N
o. 333-168612) filed with the SEC on August 6, 2010)
10.3
†
Form of Demand Media, Inc. 2006 Equity Incentive Plan Restricted Stock Purchase Agreement (incorporated by
reference to Exhibit 10.06 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed
with the SEC on August 6, 2010)
10.4
†
Form of Demand Media, Inc. 2006 Equity Incentive Plan Stock Option Agreement (incorporated by reference to
Exhibit 10.07 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on
August 6, 2010)
10.5
†
Demand Media, Inc. 2010 Incentive Award Plan, adopted August 3, 2010 (incorporated by reference to
Exhibit 10.04 to the Company’s Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on
August 6, 2010)