TAX RECEIVABLE AGREEMENT (KKR CO-INVEST REORGANIZATION) between GODADDY INC., and GDG CO-INVEST BLOCKER L.P. Dated as of March 31, 2015Tax Receivable Agreement • April 6th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • New York
This TAX RECEIVABLE AGREEMENT (KKR CO-INVEST REORGANIZATION) (this “Agreement”), dated as of March 31, 2015, is hereby entered into by and between GoDaddy Inc., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the “Corporate Taxpayer”), and GDG Co-Invest Blocker L.P., a Delaware limited partnership (the “TRA Party”).
STOCKHOLDER AGREEMENT by and among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of March 31, 2015Stockholder Agreement • April 6th, 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 March 31, 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 Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”), SLP GD Investors, L.L.C., a Delaware limited liability company (“SLP GD”) and Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DESERT NEWCO, LLC A DELAWARE LIMITED LIABILITY COMPANY Dated as of March 31, 2015Limited Liability Company Agreement • April 6th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Desert Newco, LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 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, together with its Permitted Transferees who hold Units at the time in question, “Silver Lake” and, together with KKR, the “
EXCHANGE AGREEMENTExchange Agreement • April 6th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 31, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of March 31, 2015 by and among GODADDY, INC., DESERT NEWCO, LLC, and each of the other parties signatory heretoRegistration Rights Agreement • April 6th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 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 Investors III, L.P., a Delaware limited partnership (“SLTI III”) and Silver Lake Partners III, L.P. (“SLP III” and, together with SLP GD, SLKF I and SLTI III, “Silver Lake” and, together with KKR, the “Sponsors”), (vii) TCV VII, L.P. (
REORGANIZATION AGREEMENT by and among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of March 31, 2015Reorganization Agreement • April 6th, 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 March 31, 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) GD Merger Subsidiary 1, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”), GD Merger Subsidiary 2, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 2”), GD Merger Subsidiary 3, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 3”), and GD Merger Subsidiary 4, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Me
