0001365038-12-000063 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2012 • Demand Media Inc. • Services-computer processing & data preparation • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2012, is entered into by and between Demand Media, Inc., a Delaware corporation (the “Company”) and Michael Blend (the “Executive”).

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FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • November 13th, 2012 • Demand Media Inc. • Services-computer processing & data preparation

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “First Amendment”), is made as of October 2, 2012, by and between Demand Media, Inc. (the “Company”), and Charles Hilliard (the “Consultant”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Consulting Agreement (as defined below).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2012 • Demand Media Inc. • Services-computer processing & data preparation • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2012, is entered into by and between Demand Media, Inc., a Delaware corporation (the “Company”) and Mel Tang (the “Executive”). This Agreement amends and restates in its entirety the Original Agreement (as defined below) and is effective as of the Amended Effective Date (as defined below).

WAIVER OF REGISTRATION RIGHTS AND AMENDMENT TO STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • November 13th, 2012 • Demand Media Inc. • Services-computer processing & data preparation

This Waiver of Registration Rights and Amendment to Stockholders' Agreement (this “Waiver”) is made and entered into as of the date set forth below, by and among the undersigned. Reference is made to that certain Third Amended and Restated Stockholders' Agreement, dated as of March 3, 2008, as amended, by and among Demand Media, Inc., a Delaware corporation (the “Company”), and the Stockholders of the Company parties thereto (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

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