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73
(c) Exhibits
EXHIBIT INDEX
Exhibit No.
Description of Exhibit
2.1 Securities Purchase Agreement, dated as of August 5, 2011, by and among Demand Media, Inc., RSS
Graffiti, LLC, the holders of the membership interests of RSS Graffiti, LLC and Folie Investment Group
LLC, as the Seller Representative (incorporated by reference to Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the SEC on August 9, 2011)
2.2 Stock Purchase Agreement, dated as of August 8, 2011, by and among Demand Media, Inc., IndieClick
Media Group, Inc, the holders of the shares of common stock of IndieClick Media Group, Inc. and Peter
Luttrell, as the Seller Representative (incorporated by reference to Exhibit 2.2 to the Company's Current
Report on Form 8-K filed with the SEC on August 9, 2011)
3.1 Amended and Restated Certificate of Incorporation of Demand Media, Inc., dated January 28, 2011
(incorporated by reference to Exhibit 3.01 to the Company's Annual Report on Form 10-K filed with the SEC
on March 1, 2011)
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 4.01 to the
Company's Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-168612) filed with
the SEC on December 21, 2010)
4.2 Third Amended and Restated Stockholders' Agreement, by and 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 the Company's Amendment No. 3 to the 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 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 the Company's Amendment
No. 2 to the Registration Statement on Form S-1 (File No. 333-168612) filed with the SEC on October 12,
2010)
10.2 Sublease, by and between Dimensional Fund Advisors LP and Demand Media, Inc., dated September 24,
2009 (incorporated by reference to Exhibit 10.02 to the Company's Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 333-168612) filed with the SEC on September 16, 2010)
10.3 † Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, adopted April 2006, amended and
restated 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)
10.3A † 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)
10.4 † 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)
10.5 † 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)
10.6 † Demand Media, Inc. 2006 Equity Incentive Plan Stock Option Agreement, between Demand Media, Inc. and
Richard Rosenblatt, dated April 19, 2007, amended April 27, 2007, amended further February 10, 2010
(incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File
No. 333-168612) filed with the SEC on August 6, 2010)