Demand Media, Inc. Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • October 29th, 2010 • Demand Media Inc. • Services-computer processing & data preparation • New York
Demand Media, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares and, at the election of the Underwriters, up to 675,000 additional shares of common stock, par value $0.0001 (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of up to 3,000,000 shares and, at the election of the Underwriters, up to 450,000 additional shares of Stock. The aggregate of 7,500,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to 1,125,000 additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and th
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008 DATED OCTOBER [21], 2010Stockholders’ Agreement • October 29th, 2010 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
This Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement (the “Amendment”) serves to amend that certain Third Amended and Restated Stockholders’ Agreement, dated as of March 3, 2008, by and among Demand Media, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company parties thereto (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
