Amendment #1 to the Master Share Purchase Agreement

EXHIBIT 10.28

Amendment #1 to the

Master Share Purchase Agreement

This Amendment #1 to the Master Share Purchase Agreement (this “Amendment”) is entered into as of December 23, 2013 (the “Effective Date”), between Endurance Singapore Holdings Pte. Ltd., a private limited company incorporated and existing under the laws of Singapore (“EIG Singapore”), Endurance Singapore Holdings 2 Pte. Ltd., a private limited company incorporated and existing under the laws of Singapore (“Singapore SPV”), MyInternet Media Limited, a company organized and existing under the laws of Ireland (“EIG TBD” and together with EIG Singapore and Singapore SPV, the “Buyers”), Directi Web Technology Pvt. Ltd., a company organized and existing under the laws of the Republic of India (“DWTPL”), P.D.R. Solutions FZC, a limited liability company organized in the Ras Al Khaimah Free Zone of the United Arab Emirates (“P.D.R.”) (each of DWTPL and P.D.R. is referred to herein as a “Company” and together as the “Companies”), Directi Web Technologies Holdings, Inc., a company organized and existing under the laws of the Republic of Mauritius (the “Seller”), Confluence Networks Inc., a corporation organized and existing under the laws of the British Virgin Islands (the “Other Assets Seller” and together with the Seller, the “Sellers”), EIG Investors Corp., a Delaware corporation (“EIG Corp”), Endurance International Group Holdings, Inc., a Delaware corporation (“EIG Holdings”), Directi Web Technologies FZC, a limited liability company organized in the Ras Al Khaimah Free Zone of the United Arab Emirates (“Directi Parent”), Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx in their capacity as Guarantors (together the “Guarantors”) and Xxxxxx Xxxxxxxx in his capacity as the Representative of the Seller (the “Representative”). The Buyers, EIG Holdings, EIG Corp, DWTPL, P.D.R., the Sellers, the Guarantors and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, EIG Singapore, EIG Holdings, EIG Corp, DWTPL, P.D.R., the Sellers, Directi Parent, the Guarantors and the Representative entered into that certain Master Share Purchase Agreement, dated August 11, 2013 (the “Agreement”);

WHEREAS, Singapore SPV and EIG TBD became parties to the Agreement by entering into that certain Joinder to the Master Share Purchase Agreement, dated as of October 25, 2013, by and among the Parties;

WHEREAS, the Parties may mutually amend any provision of the Agreement at any time prior to the Closing pursuant to Section 11.9 of the Agreement; and

WHEREAS, the Parties wish to amend the Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

Capitalized terms that are used but not otherwise defined in this Amendment shall have the meanings given to them in the Agreement.

2. Amendments to Section 9.1.

(a) Section 9.1(b) of the Agreement is hereby amended by replacing each reference to the date “December 31, 2013” with the date “January 31, 2014”.

(b) Section 9.1(e) of the Agreement is hereby amended by replacing the reference to the date “December 31, 2013” with the date “January 31, 2014”.

3. Miscellaneous.

(a) Except as specifically amended herein, the Agreement is hereby ratified and confirmed and shall remain in full force and effect. On and after the Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import, shall mean and be a reference to the Agreement, as amended hereby.

(b) All matters arising out of or relating to this Amendment and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the State of Delaware.

(c) The headings of the sections and subsections of this Amendment are inserted for convenience only and do not constitute a part of the Amendment.

(d) This Amendment may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed as of the Effective Date set forth in the first paragraph.

ENDURANCE SINGAPORE HOLDINGS PTE. LTD.:
/s/ Xxxxx X. Xxxxxx
By:		Xxxxx X. Xxxxxx
Title:		Director
ENDURANCE SINGAPORE HOLDINGS 2 PTE. LTD.:
/s/ Xxxxx X. Xxxxxx
By:		Xxxxx X. Xxxxxx
Title:		Director
MYINTERNET MEDIA LIMITED:
/s/ Xxxxx X. Xxxxxx
By:		Xxxxx X. Xxxxxx
Title:		Director
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.:
/s/ Xxxxx X. Xxxxxx
By:		Xxxxx X. Xxxxxx
Title:		Chief Legal Officer

[Signature Page to Amendment #1 to MSPA]

EIG INVESTORS CORP.:
/s/ Xxxxx X. Xxxxxx
By:		Xxxxx X. Xxxxxx
Title:		Chief Legal Officer

[Signature Page to Amendment #1 to MSPA]

DIRECTI WEB TECHNOLOGY PVT. LTD.:
/s/ Xxxxxx Xxxxxxxx
By:		Xxxxxx Xxxxxxxx
Title:		Director
P.D.R. SOLUTIONS FZC:
/s/ Xxxxxxx Xxxxx
By:		Xxxxxxx Xxxxx
Title:		Director
DIRECTI WEB TECHNOLOGIES HOLDINGS, INC.:
/s/ Xxxxxxx Xxxxx
By:		Xxxxxxx Xxxxx
Title:		Director
CONFLUENCE NETWORKS INC.:
/s/ Xxxxxxx Xxxxx
By:		Xxxxxxx Xxxxx
Title:		Director

[Signature Page to Amendment #1 to MSPA]

DIRECTI WEB TECHNOLOGIES FZC:
/s/ Xxxxxxx Xxxxx
By:		Xxxxxxx Xxxxx
Title:		Director
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx (in his capacity as both a Guarantor and the Representative)
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx

[Signature Page to Amendment #1 to MSPA]