WEB.COM GROUP INC. 8,000,000 Shares of Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • May 11th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Web.com Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 8,000,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
WEB.COM GROUP, INC., Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • August 8th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Indenture, dated as of [·], 20__, among Web.com Group, Inc., a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”):
Web.com Group, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • August 8th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Web.com Group, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
WEB.COM GROUP, INC. FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • August 8th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Web.com Group, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Web.com Group, Inc. and _____________, As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • August 8th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Web.com Group, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Web.com Group, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Warrant Agreement • February 16th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Web.com Group, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among: PARKER PRIVATE HOLDINGS II, LLC, PARKER PRIVATE MERGER SUB, INC. and WEB.COM GROUP, INC. dated as of JUNE 20, 2018Merger Agreement • June 21st, 2018 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 20, 2018 (the “Agreement Date”) by and among Parker Private Holdings II, LLC, a Delaware limited liability company (“Parent”), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Web.com Group, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
WEBSITE PROS, INC. INDEMNITY AGREEMENTIndemnification Agreement • April 27th, 2005 • Website Pros Inc • Delaware
THIS AGREEMENT is made and entered into this day of , 2005 by and between WEBSITE PROS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
CREDIT AGREEMENT dated as of September 9, 2014, as amended by Amendment No. 1 dated as of February 11, 2016, as amended by Amendment No. 2 dated as of May 18, 2017, as amended by Amendment No. 3 dated as of April 30, 2018, amongCredit Agreement • May 3rd, 2018 • WEB.COM Group, Inc. • Services-prepackaged software • New York
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 17th, 2016 • WEB.COM Group, Inc. • Services-prepackaged software • New York
AMENDMENT, dated as of February 11, 2016 (this “Amendment”), to the Credit Agreement, dated as of September 9, 2014 (the “Existing Credit Agreement”), among WEB.COM GROUP, INC. (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
WEBSITE PROS, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2006 • Website Pros Inc • Services-prepackaged software • Virginia
Website Pros, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc., RBC Capital Markets Corporation, Piper Jaffray & Co., Pacific Growth Equities, LLC and ThinkEquity Partners LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders specified on Schedule I (the “Selling Stockholders”), acting severally and not jointly, of an aggregate of 5,053,901 shares (the “Initial Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each such Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting several
CREDIT AGREEMENT among WEB.COM GROUP, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ROYAL BANK OF CANADA, as Administrative Agent Dated as of July 30, 2010Credit Agreement • August 5th, 2010 • WEB.COM Group, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 30, 2010, among WEB.COM GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), and ROYAL BANK OF CANADA, as administrative agent.
FIRST LIEN CREDIT AGREEMENT among WEB.COM GROUP, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, SUNTRUST BANK, GOLDMAN SACHS LENDING...First Lien Credit Agreement • March 7th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of October 27, 2011, as amended and restated as of November 20, 2012, as further and amended and restated as of March 6, 2013, among WEB.COM GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the “Co-Syndication Agents”), SUNTRUST BANK, GOLDMAN SACHS LENDING PARTNERS LLC, CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO BANK, N.A., as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
WEB.COM GROUP INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • Florida
This Amended and Restated Employment Agreement (“Agreement”) is entered by and between David L. Brown (“Executive”) and Web.com Group, Inc. (the “Company”), a Delaware corporation on March 7, 2011 (the “Effective Date”).
WEB.COM GROUP INC. $225,000,000 1.00% Senior Convertible Notes due 2018 Underwriting AgreementUnderwriting Agreement • August 14th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Web.com Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”) $225,000,000 principal amount of its 1.00% Senior Convertible Notes due 2018 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $33,750,000 principal amount of 1.00% Senior Convertible Notes due 2018 (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the Securities. The Securities will be convertible into shares (the “Underlying Securities”) of cash, shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, or combination of cash and shares of Common Stock, at the option of the Company. The Securities will be issued pursuant to an indenture dated as of August 14, 2013 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented a
TRUST UNDER AGREEMENTTrust Agreement • June 19th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT is made this 15th day of June, 2012 by and between Web.com Group, Inc., organized under the laws of the State of Delaware and having its principal office and place of business in Florida (the “Company”) and Reliance Trust Company, a trust organization under the laws of the United States of America and having its principal office and place of business in Atlanta, Georgia, as trustee (the “Trustee”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 31st, 2007 • Website Pros Inc • Services-prepackaged software • Florida
This NONCOMPETITION AGREEMENT is being executed and delivered as of June 26, 2007 by VIKAS RIJSINGHANI (the “Stockholder”) in favor of, and for the benefit of: WEBSITE PROS, INC., a Delaware corporation (the “Purchaser”) and the other “Indemnitees” (as hereinafter defined). Certain capitalized terms used in this Noncompetition Agreement are defined in Section 18.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among: PARKER PRIVATE HOLDINGS II, LLC, PARKER PRIVATE MERGER SUB, INC. and WEB.COM GROUP, INC. dated as of AUGUST 5, 2018Agreement and Plan of Merger • August 6th, 2018 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of August 5, 2018 (the “Agreement Date”) by and among Parker Private Holdings II, LLC, a Delaware limited liability company (“Parent”), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Web.com Group, Inc., a Delaware corporation (the “Company”), amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 20, 2018, by and among the parties hereto (the “Original Agreement”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
WEBSITE PROS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2007 • Website Pros Inc • Services-prepackaged software • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered, as of June 26, 2007, by and between JEFF STIBEL (“Executive”) and WEBSITE PROS, INC. (the “Company”), a Delaware corporation.
WEBSITE PROS, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2005 • Website Pros Inc • Services-prepackaged software • Virginia
Website Pros, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc., Piper Jaffray & Co. and RBC Capital Markets Corporation are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders specified on Schedule I (the “Initial Selling Stockholders”), acting severally and not jointly, of an aggregate of 6,800,000 shares (the “Initial Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each such Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of
AGREEMENTCooperation Agreement • February 9th, 2015 • WEB.COM Group, Inc. • Services-prepackaged software
This Agreement (the “Agreement”), dated as of February 6, 2015, is by and among each of the persons and entities listed on Schedule A hereto (collectively, the “Okumus Group”) and Web.com Group, Inc., a Delaware corporation (the “Company”).
WEBSITE PROS INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2005 • Website Pros Inc • Services-prepackaged software • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered by and between KEVIN CARNEY (“Executive”) and WEBSITE PROS, INC. (the “Company”), a Delaware corporation. Executive and Company have executed this Agreement on June 1, 2005, and hereby agree and acknowledge that this Agreement will become effective on the effective date of the prospectus pertaining to the IPO (as defined below) (the “Effective Date”).
WEB.COM GROUP, INC., Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of August 14, 2013 Debt SecuritiesIndenture • August 14th, 2013 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Indenture, dated as of August 14, 2013, among Web.com Group, Inc., a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”):
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among:Merger Agreement • July 6th, 2007 • Website Pros Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of June 26, 2007, by and among: WEBSITE PROS, INC., a Delaware corporation (“Parent”); AUGUSTA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and WEB.COM, INC., a Minnesota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
PARTNERSHIP AGREEMENTPartnership Agreement • September 2nd, 2005 • Website Pros Inc • Services-prepackaged software • Illinois
THIS AGREEMENT is made and entered into this 3rd day of November, 2003, by and between Website Pros, Inc. (“Company”), a Delaware corporation located at 12735 Gran Bay Parkway West, Building 200, Jacksonville, FL 32258 and Discover Financial Services, Inc. (“DFSI”), a Delaware Corporation, located at 2500 Lake Cook Road, Riverwoods, IL 60015.
Stockholder AGREEMENTStockholder Agreement • February 16th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
This Stockholder Agreement (the “Agreement”) is entered into as of the 27th day of October, 2011, by and among Web.com Group, Inc., a Delaware corporation (the “Company”), NWS Holdings LLC (f/k/a Net Sol Holdings LLC), a Delaware limited liability company (“Seller”), and the entities listed on Exhibit A hereto (such entities on Exhibit A, collectively with the Seller and their respective Permitted Transferees, are referred to hereinafter as the “Stockholders” and each individually as a “Stockholder”).
ContractSecond Lien Guarantee and Collateral Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This Agreement is subject to the terms of the Intercreditor Agreement dated as of October 27, 2011 among JPMorgan Chase Bank, N.A., as Administrative Agent for the First Priority Secured Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Second Priority Secured Parties, Web.com Group, Inc., a Delaware corporation, as Borrower, and the Loan Parties referred to therein, as amended, modified or supplemented from time to time
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • February 17th, 2016 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 11, 2016, by and among: (a) WEB.COM GROUP, INC., a Delaware corporation (“Parent”); (b) BARTON CREEK WEB.COM, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); (c) YODLE, INC., a Delaware corporation (the “Company”); and (d) SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company solely in its capacity as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit .
CREDIT AGREEMENT dated as of September 9, 2014, as amended by Amendment No. 1 dated as of February 11, 2016, as amended by Amendment No. 2 dated as of May 18, 2017 amongCredit Agreement • August 4th, 2017 • WEB.COM Group, Inc. • Services-prepackaged software • New York
WAIVERWaiver • November 5th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
THIS WAIVER (“Waiver”) is made and entered on May 7, 2012 by and between Web.com Group, Inc., a Delaware corporation (the “Company”) and GA-NWS Investor LLC, a Delaware limited liability company (“GA Investor”).
SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 28th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software • New York
Page SECTION 1. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Other Definitional Provisions 24 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 25 2.1. Commitments 25 2.2. Procedure for Borrowing 26 2.3. Repayment of Loans 26 2.4. Fees, etc 26 2.5. Optional Prepayments 26 2.6. Mandatory Prepayments 27 2.7. Conversion and Continuation Options 29 2.8. Limitations on Eurodollar Tranches 29 2.9. Interest Rates and Payment Dates 29 2.10. Computation of Interest and Fees 30 2.11. Inability to Determine Interest Rate 30 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 30 2.13. Requirements of Law 32 2.14. Taxes 33 2.15. Indemnity 36 2.16. Change of Lending Office 36 2.17. Mitigation Obligations; Replacement of Lenders 36 2.18. Extensions of Loans 37 2.19. Prepayments Below Par 39 SECTION 3. [RESERVED] 41 SECTION 4. REPRESENTATIONS AND WARRANTIES 41 4.1. Financial Condition 41 4.2. No Change 42 4.3. Existence; Compliance with Law 42 4.4. Power; Authorization; Enforceable Obligations 42 4.
PROMISSORY NOTEPromissory Note • August 5th, 2010 • WEB.COM Group, Inc. • Services-prepackaged software • New York
This PROMISSORY NOTE (hereinafter, this “Note”) is executed and delivered under and pursuant to the terms of that certain Purchase Agreement, dated as of June 17, 2010 (as it may be amended, waived, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among WEB.COM GROUP, INC. (the “Borrower”), REGISTER.COM GP (CAYMAN) LTD. (the “Seller Representative”), REGISTER.COM (CAYMAN) LIMITED PARTNERSHIP (the “Company”) and the Sellers named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENTStockholder Agreement • February 16th, 2012 • WEB.COM Group, Inc. • Services-prepackaged software • Delaware
This AMENDMENT NO. 1 (the “Amendment”) is entered into as of January 23, 2012 by and among Web.com Group, Inc., a Delaware corporation (the “Company”) and the Stockholders holding a majority of the Registrable Securities and amends that certain Stockholder Agreement, dated as of October 27, 2011, by and among the Company, NWS Holdings LLC (f/k/a Net Sol Holdings LLC), a Delaware limited liability company (“Seller”), and the entities listed on Exhibit A thereto (the “Agreement”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
WEBSITE PROS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 27th, 2005 • Website Pros Inc • Delaware
THIS CERTIFIES THAT, for value received, ATLANTIC TELESERVICES, L.P., with its principal office at 12735 Gran Bay Parkway West, Building 200, Jacksonville, Florida 32258, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from WEBSITE PROS, INC., a Delaware corporation, with its principal office at 12735 Gran Bay Parkway West, Building 200, Jacksonville, Florida 32258 (the “Company”) up to three hundred fifty-seven thousand one hundred forty-two (357,142) shares of the Common Stock of the Company (such number of shares to be post-reverse split, such reverse split having been effective on the date hereof and prior to the issuance of this Warrant) (the “Common Stock”).
March 7, 2011 Jason TeichmanEmployment Agreement • March 14th, 2011 • WEB.COM Group, Inc. • Services-prepackaged software
