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EXHIBIT INDEX
71
(c)
Exhibits
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)
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 Amendment No. 4
to the Company
’
s 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, 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 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
†
Demand Media, Inc. Amended and Restated 2006 Equity Incentive Plan Stock Option Agreement, between Demand
Media, Inc. and Charles Hilliard, dated June 2009 (incorporated by reference to Exhibit 10.20 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. 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)
10.7
†
Form of Demand Media, Inc. 2010 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement
(incorporated by reference to Exhibit 10.05 to the Company’s Registration Statement on Form S-1 (File No. 333-168612)
filed with the SEC on August 6, 2010)