TAX RECEIVABLE AGREEMENT ([ ]1 REORGANIZATION) among GODADDY INC., and Dated as of [ ], 2015Tax Receivable Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • New York
This TAX RECEIVABLE AGREEMENT ([ ] REORGANIZATION) (this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among GoDaddy Inc., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the “Corporate Taxpayer”), and [ ]2, a [ ] limited partnership (the “TRA Party”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2015 by and among GODADDY, INC., DESERT NEWCO, LLC, and each of the other parties signatory heretoRegistration Rights Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2015 (this “Agreement”), is entered into by and among (i) GoDaddy, Inc., a Delaware corporation (the “Company”), (ii) Desert Newco, LLC, a Delaware limited liability company (“Desert Newco”), (iii) The Go Daddy Group, Inc. (“Holdings”), (iv) Desert Newco Managers, LLC (“Employee Holdco”), (v) KKR 2006 GDG Blocker L.P. (“KKR 2006 GDG”), KKR 2006 Fund (GDG) L.P., (“KKR 2006”), OPERF Co-Investment LLC (“OPERF”), GDG Co-Invest Blocker, L.P. (“GDG Co-Invest”) and KKR Partners III, L.P. (“KKR Partners III” and together with KKR 2006 GDG, KKR 2006, OPERF and GDG Co-Invest, “KKR”), (vi) SLP GD Investors, LLC (“SLP GD”), SLP III Kingdom Feeder I, L.P. (“SLKF I”), Silver Lake Technology Associates III, L.P. (“SLTA III”) and Silver Lake Partners III DE (AIV IV), L.P. (“SLP III” and, together with SLP GD, SLKF I and SLP III, “Silver Lake” and, together with KKR, the “Sponsors”), (vii) TCV VII, L.P. (“TCV VII”), TCV VII(A), L
FORM OF STOCKHOLDER AGREEMENT by and among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of [ ], 2015Stockholder Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
This STOCKHOLDER AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2015, by and among (i) GoDaddy Inc., a Delaware corporation (the “Company”), (ii) Desert Newco, LLC, a Delaware limited liability company (“Desert Newco”), (iii) KKR 2006 GDG Blocker L.P., a Delaware limited partnership (“KKR 2006 GDG”), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (“KKR 2006 Fund”), KKR Partners III, L.P., a Delaware limited partnership (“KKR Partners III”), GDG Co-Invest Blocker, L.P., a Delaware limited partnership (“GDG Co-Invest”) and OPERF Co-Investment LLC, a Delaware limited liability company (“OPERF”), (iv) SLP III Kingdom Feeder I, L.P., a Delaware limited partnership (“SLKF I”), Silver Lake Partners III DE (AIV IV), L.P., a Delaware limited partnership (“SLP III”), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”), SLP GD Investors, L.L.C., a Delaware limited liability company (“SLP
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DESERT NEWCO, LLC A DELAWARE LIMITED LIABILITY COMPANY Dated as of [ ], 2015Limited Liability Company Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Desert Newco, LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2015, is entered into by and among the Company, GoDaddy Inc. (“Pubco”), The Go Daddy Group, Inc., an Arizona corporation (together with its Permitted Transferees who hold Units at the time in question, “Holdings”), GD Subsidiary Inc., a Delaware corporation (“Pubco Sub”), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (“KKR 2006”), KKR Partners III, L.P., a Delaware limited partnership (“KKR Partners III”), OPERF Co-Investment LLC, a Delaware limited liability corporation (“OPERF” and, together with KKR 2006, KKR Partners III and their respective Permitted Transferees who hold Units at the time in question, “KKR”), SLP GD Investors, L.L.C., a Delaware limited liability company (“SLP GD”) and Silver Lake Technology Associates III, L.P., a Delaware limited liability company (“SLTA” and, together with SLP GD and their r
FORM OF REORGANIZATION AGREEMENT by and among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of [ ], 2015Reorganization Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2015, by and among (i) GoDaddy Inc., a Delaware corporation (“Pubco”), (ii) Desert Newco, LLC, a Delaware limited liability company (the “Company”), (iii) the KKR Parties (as defined below), (iv) the SL Parties (as defined below), (v) the TCV Parties (as defined below), (vi) The Go Daddy Group, Inc., an Arizona corporation (“Holdings”), (vii) Desert Newco Managers, LLC, a Delaware limited liability company (“Employee Holdco”) and (viii) [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 2”), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 3”), and [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 4”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • February 11th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2015, by and among Desert Newco, LLC, a Delaware limited liability company (the “Company”), GoDaddy Inc., a Delaware corporation (“Pubco”), and the holders of Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
