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EXHIBIT INDEX
Exhibit No.
Description of Exhibit
2.1
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)
2.2
Ag
reement 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
stockhold
ers 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 Registrati
on 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 November 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 No. 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
†
Amended and Restated Demand Media, Inc. 2010 Incentive Award Plan, adopted June
2015 (incorporated by reference to Appendix A to the Company’s Proxy Statement for its 2015
Annual Meeting of Stockholders, filed with the SEC on April 28, 2015)
10.6
†
Form of Demand Media,
Inc. 2010 Incentive Award Plan Stock Option Grant Notice and Stock
Option Agreement, as amended (incorporated by reference to Exhibit
10.1 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015)