8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2014

RIGHTSIDE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

Delaware	001-36262	32-0415537
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington	98033
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (425) 298-2500

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01              Entry into a Material Definitive Agreement.

On August 1, 2014, Demand Media, Inc. (“Demand Media”) completed the separation of Rightside Group, Ltd. (the “Company” or “Rightside”), which operated Demand Media’s domain name services business, from Demand  Media (the “Separation”). The Separation was completed via a tax-free dividend involving the distribution on August 1, 2014 (the “Distribution Date”) of all of the outstanding shares of Rightside common stock to holders of record of Demand Media’s common stock as of the close of business, New York City time, on July 25, 2014 (the “Record Date”).  On the Distribution Date, Demand Media distributed to Demand Media stockholders as of the Record Date one share of Rightside common stock for every five shares of Demand Media common stock held by such holders (the “Distribution”).

In connection with the Separation, the Company entered into a Separation and Distribution Agreement with Demand Media, dated as of August 1, 2014 (the “Distribution Agreement”). In addition to the Distribution Agreement, the Company and Demand Media entered into certain ancillary agreements, including a Transition Services Agreement, an Employee Matters Agreement and a Tax Matters Agreement, each dated as of August 1, 2014.

In addition, Rightside Operating Co., a wholly owned subsidiary of the Company (“OpCo”), entered into an Intellectual Property Assignment and License Agreement with Demand Media prior to the Distribution Date (the “IP Agreement”). At that time, OpCo was a wholly owned subsidiary of Demand Media. In connection with the Separation, Demand Media contributed all of its equity interests in OpCo to the Company, which was also a wholly owned subsidiary of Demand Media at the time. As a result of the Distribution, the Company and OpCo each ceased to be directly or indirectly wholly owned subsidiaries of Demand Media and, as of the Distribution Date, the Company deems the IP Agreement to have become a material agreement of the Company.

A summary of each of the foregoing agreements can be found in the section entitled “Certain Relationships and Related Party Transactions — Agreements between Demand Media and Rightside Relating to the Separation,” of the Information Statement filed as Exhibit 99.1 to Amendment No. 6 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2014 (the “Information Statement”), and is incorporated herein by reference. In addition, the descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 hereto, and incorporated herein by reference.

Item 5.01              Changes in Control of Registrant.

The description of the Separation included in Item 1.01 is incorporated by reference into this Item 5.01.

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Composition of the Board of Directors

On August 1, 2014, in connection with the Separation, David E. Panos, Richard C. Spalding and Robert J. Majteles joined the Company’s Board of Directors. Taryn J. Naidu and James R. Quandt are also directors of the Company.

Effective as of August 1, 2014, the membership of each of the committees of the Company’s Board of Directors is listed in the table below.

Name	Audit	Compensation	Nominating and Corporate Governance
Robert J. Majteles	X	Chair	Chair
Taryn J. Naidu	—	—	—
David E. Panos*	—	—	—
James R. Quandt	Chair	X	X
Richard C. Spalding	X	X	X

*Mr. Panos serves as Chairman of the Company’s Board of Directors

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There are no arrangements or understandings between each of Messrs. Panos, Majteles or Spalding and any other person pursuant to which any of them was selected as a director. There are no transactions involving any of Messrs. Panos, Majteles or Spalding that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Panos and the Company have entered into a non-executive chairman agreement that became effective upon the completion of the Separation.  A summary of this agreement can be found in the section entitled “Director Compensation” of the Information Statement, and is incorporated herein by reference.

Appointment of Certain Officers

In connection with the Separation, the individuals listed below were appointed as officers of the Company, effective as of July 31, 2014.

Name	Title
Taryn Naidu	Chief Executive Officer
Tracy Knox	Chief Financial Officer
Wayne M. MacLaurin	Chief Technology Officer
Rick Danis	General Counsel

In addition, (i) Ms. Knox has entered into an employment agreement with the Company that became effective in January 2014, and (ii) each of Messrs. Naidu, MacLaurin and Danis has entered into an employment agreement with the Company, each of which became effective upon the completion of the Separation.  A summary of each of these agreements can be found in the section entitled “Executive Compensation” of the Information Statement, and is incorporated herein by reference.

The section of the Information Statement entitled “Management — Biographical Summaries of Directors and Executive Officers,” which contains biographical information on the directors and officers listed above, is incorporated by reference into this Item 5.02.

A copy of the press release announcing the members of the Board of Directors and executive management team is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 31, 2014, the Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”). A description of the material terms of each can be found in the section of the Information Statement entitled “Description of Our Capital Stock,” and is incorporated herein by reference. In addition, the descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Company’s Amended and Restated Certificate of Incorporation, which was filed as Exhibit 4.01 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 31, 2014, and Amended and Restated Bylaws, which is attached as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

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Item 9.01              Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
2.1	Separation and Distribution Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
3.1	Amended and Restated Certificate of Incorporation of Rightside Group, Ltd., as filed with the Secretary of State of the State of Delaware on July 31, 2014 (incorporated by reference to Exhibit 4.01 to Rightside Group, Ltd.’s Registration Statement on Form S-8, filed with the SEC on July 31, 2014).
3.2	Amended and Restated Bylaws of Rightside Group, Ltd.
10.1	Transition Services Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.2	Employee Matters Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.3	Tax Matters Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.4	Intellectual Property Assignment and License Agreement between Demand Media, Inc. and Rightside Operating Co., dated as of July 30, 2014.
99.1	Press release dated August 4, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2014	RIGHTSIDE GROUP, LTD.
	By:	/s/ Taryn J. Naidu
		Taryn J. Naidu
		Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Separation and Distribution Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
3.1	Amended and Restated Certificate of Incorporation of Rightside Group, Ltd., as filed with the Secretary of State of the State of Delaware on July 31, 2014 (incorporated by reference to Exhibit 4.01 to Rightside Group, Ltd.’s Registration Statement on Form S-8, filed with the SEC on July 31, 2014).
3.2	Amended and Restated Bylaws of Rightside Group, Ltd.
10.1	Transition Services Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.2	Employee Matters Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.3	Tax Matters Agreement between Demand Media, Inc. and Rightside Group, Ltd., dated as of August 1, 2014.
10.4	Intellectual Property Assignment and License Agreement between Demand Media, Inc. and Rightside Operating Co., dated as of July 30, 2014.
99.1	Press release dated August 4, 2014

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EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

DEMAND MEDIA, INC.,

AND

RIGHTSIDE GROUP, LTD.

DATED AS OF AUGUST 1, 2014

TABLE OF CONTENTS

		Page
ARTICLE I.
DEFINITIONS
Section 1.1	General	2
Section 1.2	Reference; Interpretation	9
Section 1.3	Tax Matters	9
ARTICLE II.
THE SEPARATION
Section 2.1	Restructuring	10
Section 2.2	Transfer of Rightside Assets and Rightside Business; Assumption of Rightside Liabilities	10
Section 2.3	Third-Party Consents and Government Approvals	11
Section 2.4	Further Actions	11
Section 2.5	Restructuring Documents	11
Section 2.6	Certain Licenses and Permits	12
ARTICLE III.
DISTRIBUTION AND CERTAIN COVENANTS
Section 3.1	Distribution	12
Section 3.2	Demand Media Determinations	12
Section 3.3	Charter; Bylaws	13
Section 3.4	Directors	13
Section 3.5	Election of Officers	13
Section 3.6	State Securities Laws	13
Section 3.7	Listing Application; Notice to Nasdaq	13
Section 3.8	Removal of Certain Guarantees; Releases from Liabilities	13
Section 3.9	Corporate Names; Trademarks	15
Section 3.10	Ancillary Agreements	16
Section 3.11	Acknowledgment by Rightside	16
Section 3.12	Release	17
Section 3.13	Discharge of Liabilities	18
Section 3.14	Further Assurances	19
Section 3.15	Assumption of Certain Liabilities Under Indemnification Agreements	19
Section 3.16	S6 Holdback Stock Amount	19
ARTICLE IV.
CONDITIONS PRECEDENT
Section 4.1	Conditions Precedent to Consummation of the Transactions	19
Section 4.2	Right Not to Close	21

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ARTICLE V.
INDEMNIFICATION
Section 5.1	Indemnification by Demand Media	21
Section 5.2	Indemnification by Rightside	21
Section 5.3	Procedures for Indemnification	22
Section 5.4	Indemnification Payments	24
Section 5.5	Survival of Indemnities	24
Section 5.6	Limitation on Liability	25
ARTICLE VI.
LITIGATION MATTERS
Section 6.1	Case Allocation	25
ARTICLE VII.
ACCESS TO INFORMATION
Section 7.1	Provision of Corporate Records	28
Section 7.2	Access to Information	28
Section 7.3	Witnesses; Documents and Cooperation	29
Section 7.4	Confidentiality	29
Section 7.5	Privileged Matters	30
Section 7.6	Ownership of Information	32
Section 7.7	Cost of Providing Records and Information	32
Section 7.8	Retention of Records	32
Section 7.9	Other Agreements Providing for Exchange of Information	32
Section 7.10	Policies and Best Practices	32
Section 7.11	Compliance with Laws and Agreements	32
ARTICLE VIII.
DISPUTE RESOLUTION
Section 8.1	Agreement Disputes	33
Section 8.2	Negotiation	33
Section 8.3	Arbitration	33
Section 8.4	Choice of Law, Compliance, Enforcement, Costs	33
Section 8.5	Confidentiality of Proceedings	34
Section 8.6	Continuity of Service and Performance	34
ARTICLE IX.
INSURANCE
Section 9.1	General	34
Section 9.2	Combined Policies	34
Section 9.3	D&O Policies	35
Section 9.4	Pre-Distribution Claims	35
Section 9.5	Retentions/Deductibles	36

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Section 9.6	Unearned Premium	36
Section 9.7	Expirations and Renewals	36
Section 9.8	Copies of Policies	36
ARTICLE X.
MISCELLANEOUS
Section 10.1	Complete Agreement; Construction	37
Section 10.2	Ancillary Agreements	37
Section 10.3	Counterparts	37
Section 10.4	Survival of Agreements	37
Section 10.5	Distribution Expenses	37
Section 10.6	Notices	37
Section 10.7	Waivers	38
Section 10.8	Amendments	38
Section 10.9	Assignment	38
Section 10.10	Successors and Assigns	38
Section 10.11	Termination	38
Section 10.12	Subsidiaries	39
Section 10.13	Third-Party Beneficiaries	39
Section 10.14	Title and Headings	39
Section 10.15	Schedules	39
Section 10.16	Governing Law	39
Section 10.17	Waiver of Jury Trial	39
Section 10.18	Specific Performance	39
Section 10.19	Severability	39

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SEPARATION AND DISTRIBUTION AGREEMENT

This Separation and Distribution Agreement (this “Agreement”), is dated as of August 1, 2014, by and between Demand Media, Inc., a Delaware corporation (“Demand Media”), and Rightside Group, Ltd., a Delaware corporation and a wholly owned subsidiary of Demand Media (“Rightside” and, together with Demand Media, the “Parties”).

RECITALS:

WHEREAS, Rightside is and prior to the Distribution will be a wholly owned subsidiary of Demand Media;

WHEREAS, the Board of Directors of Demand Media has determined that it is in the best interests of Demand Media and its stockholders to separate the business of Rightside and the Rightside Subsidiaries (the “Spin-Off”), all as more fully described in the Registration Statement, from Demand Media’s other businesses on the terms and conditions set forth herein;

WHEREAS, the Board of Directors of Demand Media has authorized the distribution to the holders of the issued and outstanding shares of common stock, par value $0.0001 per share, of Demand Media (the “Demand Media Common Stock”) as of the Distribution Record Date, by means of a dividend, of all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Rightside (each such share is individually referred to as a “Rightside Share” and collectively referred to as the “Rightside Common Stock”), respectively, on the basis of one Rightside Share for every five shares of Demand Media Common Stock (the “Distribution”);

WHEREAS, the Boards of Directors of Demand Media and Rightside have each determined that the Distribution, the other transactions contemplated by this Agreement and the Ancillary Agreements (the “Transactions”) are in the best interests of their respective companies and stockholders, as applicable, and have approved this Agreement and each of the Ancillary Agreements;

WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters prior to and following the completion of the Distribution;

WHEREAS, the Parties intend that the Internal Contribution and the Distribution will qualify under Sections 355 and 368(a)(1)(D) of the Code and that this Agreement will be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code; and

WHEREAS, the Restructuring and Distribution are part of a plan to separate the Rightside Business from the Demand Media Business.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:

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ARTICLE I.

DEFINITIONS

Section 1.1General.  Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation, audit, counter suit, hearing or litigation of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.  Unless explicitly provided herein to the contrary, for purposes of this Agreement, Demand Media shall be deemed not to be an Affiliate of Rightside or any of its Subsidiaries, and Rightside shall be deemed not to be an Affiliate of Demand Media or any of its Subsidiaries (other than Rightside and the Rightside  Subsidiaries).

“Agent” shall have the meaning set forth in Section 3.1(a).

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Agreement Disputes” shall have the meaning set forth in Section 8.1.

“Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other Rightside Entity in connection with the transactions contemplated hereby, including the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, and the Intellectual Property Assignment and License Agreement.

“Applicable Rate” shall mean the rate of interest per annum announced from time to time by the Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Asset” means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in the City of New York are authorized or obligated by Law or executive order to close.

“Claims Made Policies” shall have the meaning set forth in Section 9.2(b).

“Code” means the Internal Revenue Code of 1986, as amended.

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“Combined Policies” shall have the meaning set forth in Section 9.2(b).

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Demand Media” shall have the meaning set forth in the preamble to this Agreement.

“Demand Media Action” shall mean any current or future Action relating primarily to the Demand Media Business in which one or more Rightside Entities is a defendant or the party against whom any claim or investigation is directed, including any of the Actions listed on Schedule 6.1(b), but excluding any Joint Action.

“Demand Media Business” shall mean the content and media business conducted by the Demand Media Entities and any other business (other than the Rightside Business) directly conducted by any Demand Media Entity as of or prior to the date of this Agreement.

“Demand Media Common Stock” shall have the meaning set forth in the recitals to this Agreement.

“Demand Media Entities” means Demand Media and each Demand Media Subsidiary (each, a “Demand Media Entity”).

“Demand Media Indemnitees” shall mean:

(a)Demand Media and each Affiliate thereof after giving effect to the Distribution; and

(b)each of the respective Representatives of any of the entities described in the immediately preceding clause (a) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (a) and (b), the Rightside Indemnitees; provided, however, that a Person who was a Representative of Demand Media or an Affiliate thereof may be a Demand Media Indemnitee in that capacity notwithstanding that such Person may also be a Rightside Indemnitee.

“Demand Media Liabilities” shall mean:

(a)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by Demand Media and all Liabilities of any of the Demand Media Entities under this Agreement or any of the Ancillary Agreements; and

(b)all Liabilities (other than Liabilities that are Rightside Liabilities), if and to the extent relating to, arising out of or resulting from:

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(i)the ownership or operation of the Demand Media Business (including any discontinued business or any business which has been sold or transferred) as conducted at any time prior to, on or after the Distribution Date; or

(ii)the ownership or operation of any business conducted by Demand Media or any Demand Media Subsidiary at any time prior to, on or after the Distribution Date.

(c)Notwithstanding the foregoing, the Demand Media Liabilities shall not include:

(i)any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities of Rightside or any Rightside Entity (including, for the avoidance of doubt, Rightside Liabilities); or

(ii)any Liabilities related or attributable to, or arising in connection with, Taxes or Tax Returns, which shall be exclusively governed by the Tax Matters Agreement.

“Demand Media Marks” shall include all names, logos or trademarks of Demand Media or its Affiliates (other than Rightside), all intellectual property rights therein and all trademarks and logos comprised of or derivative of any of the foregoing.

“Demand Media Retained Assets” shall mean (a) all Assets which are held at the Effective Time by Demand Media or any of the Demand Media Subsidiaries, other than any Rightside Assets and (b) all Assets owned by the Rightside Entities that are used primarily in, or that primarily relate to, the Demand Media Business; provided, for the avoidance of doubt, that in all cases “Demand Media Retained Assets” shall not include any of the Rightside Opco Licensed IP (as defined in the Intellectual Property Assignment and License Agreement).

“Demand Media Subsidiaries” shall mean (a) each of the Persons listed on Annex  1.1(a)(i) hereto, (b) except as otherwise set forth on Annex 1.1(a)(i), any other Person (other than any Rightside Subsidiary) that is owned, directly or indirectly (in whole or in part), by any of the Persons listed on Annex 1.1(a)(i) hereto prior to the Distribution and (c) any other entity which becomes a Subsidiary of Demand Media after the Distribution.

“Distribution” shall have the meaning set forth in the recitals to this Agreement.

“Distribution Date” shall mean such date as may be determined by the Board of Directors of Demand Media or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.

“Distribution Record Date” shall mean such date as may be determined by the Board of Directors of Demand Media or a committee of such Board of Directors, as the record date for the Distribution.

“Effective Time” shall mean 4:00 p.m., New York City time, on the Distribution Date.

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“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Demand Media and Rightside, which agreement shall be entered into prior to or on the Distribution Date.

“Entities” shall mean, as applicable, the Rightside Entities and/or the Demand Media Entities (each an “Entity”).

“Environmental Laws” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et. seq.), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Existing D&O Policies” shall have the meaning set forth in Section 9.3(a).

“Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, securities exchange (including the NYSE and Nasdaq) or other regulatory, administrative or governmental authority.

“Governmental Authorization” shall mean any authorization, approval, consent, license, certificate or permit issued, granted, or otherwise made available under the authority of any court, governmental or regulatory authority, agency, stock exchange, commission or body.

“Indemnifying Party” shall have the meaning set forth in Section 5.3(a)(i).

“Indemnitee” shall have the meaning set forth in Section 5.3(a)(i).

“Information Statement” means the information statement, attached as an exhibit to the Registration Statement, and any related documentation to be provided to holders of Demand Media Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“Insurance Policy” means any insurance policies and insurance Contracts, including, without limitation, general liability, property and casualty, workers’ compensation, automobile, marine, directors & officers liability, errors and omissions, employee dishonesty and fiduciary liability policies, whether, in each case, in the nature of primary, excess, umbrella or self-insurance overage, together with all rights, benefits and privileges thereunder.

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“Internal Contribution” shall have the meaning set forth in Schedule 1.1.

“JAMS” shall have the meaning set forth in Section 8.3.

“JAMS Rules” shall have the meaning set forth in Section 8.3.

“Joint Action” shall mean any current or future Action with respect to which it is unclear at the onset of such Action whether Liabilities will arise primarily in connection with the Rightside Business or the Demand Media Business, including any of the Actions listed on Schedule 6.1(f).

“Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States of America, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

“Liabilities” shall mean any and all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

“Litigation Expenses” shall have the meaning set forth in Section 6.1(f)(iii).

“Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by an Indemnitee.

“Occurrence Based Policies” shall have the meaning set forth in Section 9.2(a).

“Nasdaq” shall mean the Nasdaq Global Select Market.

“NYSE” shall mean the New York Stock Exchange.

“Outside Notice Date” shall have the meaning set forth in Section 5.3(a)(i).

“Parties” shall have the meaning set forth in the preamble to this Agreement.

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“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“Pre-Distribution Claim” shall have the meaning set forth in Section 9.4(a).

“Records” shall have the meaning set forth in Section 7.1(a).

“Registration Statement” shall mean the registration statement on Form 10 filed by Rightside with the SEC to effect the registration of the Rightside Shares pursuant to the Exchange Act.

“Representative” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

“Restructuring” shall have the meaning set forth in Section 2.1(a).

“Restructuring Plan” shall mean the Plan of Restructuring attached hereto as Schedule 1.1.

“Run-Off Policy” shall have the meaning set forth in Section 9.3(c).

“Rightside” shall have the meaning set forth in the preamble to this Agreement.

“Rightside Action” shall mean any current or future Action relating primarily to the Rightside Business in which one or more Demand Media Entities is a defendant or the party against whom a claim or investigation is directed, including any of the Actions listed on Schedule 6.1(a), but excluding any Joint Action.

“Rightside Assets” shall mean (a) all Assets owned by the Rightside Entities and (b) all Assets owned by the Demand Media Entities that are used primarily in, or that primarily relate to, the Rightside Business; provided, for the avoidance of doubt, that in all cases “Rightside Assets” shall not include any of the Demand Media Licensed IP (as defined in the Intellectual Property Assignment and License Agreement).

“Rightside Business” shall mean the domain name services business conducted by the Rightside Entities and any other business (other than the Demand Media Business) directly conducted by any Rightside Entity as of or prior to the date of this Agreement.

“Rightside Common Stock” shall have the meaning set forth in the recitals to this Agreement.

“Rightside Entities” means Rightside and each Rightside Subsidiary (each, a “Rightside Entity”).

“Rightside Indemnitees” shall mean:

(a)Rightside and each Affiliate thereof after giving effect to the Distribution; and

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(b)each of the respective Representatives of any of the entities described in the immediately preceding clause (a) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (a) and (b), the Demand Media Indemnitees; provided, however, that a Person who was a Representative of Rightside or an Affiliate thereof may be a Rightside Indemnitee in that capacity notwithstanding that such Person may also be a Demand Media Indemnitee.

“Rightside Liabilities” shall mean:

(a)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by Rightside or any Rightside Entity, and all Liabilities of any Rightside Entity under this Agreement or any of the Ancillary Agreements; and

(b)all Liabilities, if and to the extent relating to, arising out of or resulting from:

(i)the ownership or operation of the Rightside Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or

(ii)the ownership or operation of any business conducted by Rightside or any Rightside Subsidiary at any time prior to, on or after the Distribution Date.

(c)Notwithstanding the foregoing, the Rightside Liabilities shall not include:

(i)any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities of Demand Media; or

(ii)any Liabilities related or attributable to, or arising in connection with, Taxes or Tax Returns, which shall be exclusively governed by the Tax Matters Agreement.

“Rightside Marks” shall include all names, logos or trademarks of Rightside or its Affiliates, all intellectual property rights therein and all trademarks and logos comprised of or derivative of any of the foregoing.

“Rightside Share” shall have the meaning set forth in the recitals to this Agreement.

“Rightside Specific Policies” shall have the meaning set forth in Section 9.1.

“Rightside Subsidiaries” shall mean (a) each of the Persons listed on Annex 1.1(b)(i) hereto, (b) except as otherwise set forth on Annex 1.1(b)(i), any other Person that was owned, directly or indirectly (in whole or in part) by any of the Persons listed on Annex 1.1(b)(i) hereto prior to the Distribution and (c) any other entity which becomes a Subsidiary of Rightside after the Effective Time.

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“S6 Purchase Agreement” shall mean that certain Securities Purchase Agreement, by and among Demand Media, Society6, LLC, the Holders of Units of Society6, LLC and Shareholder Representative Services LLC as Seller Representative, dated as of June 20, 2013.

“SEC” means the United Stated Securities and Exchange Commission.

“Spin-Off” shall have the meaning set forth in the recitals to this Agreement.

“Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity or voting interests.

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Demand Media and Rightside, which agreement shall be entered into prior to or on the Distribution Date, as may be amended from time to time.

“Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“Third-Party” shall mean any Person who is not a Party to this Agreement.

“Third-Party Claim” shall have the meaning set forth in Section 5.3(a)(i).

“Transactions” shall have the meaning set forth in the recitals to this Agreement.

“Transition Services Agreement” shall mean the Transition Services Agreement by and between Demand Media and Rightside, which agreement shall be entered into prior to or on the Distribution Date.

Section 1.2Reference; Interpretation.  References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement.  Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.  Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.

Section 1.3Tax Matters.  The Tax Matters Agreement will govern Demand Media’s and Rightside’s respective rights, responsibilities and obligations after the Distribution with respect to Taxes, including ordinary course of business Taxes and Taxes, if any, incurred as a result of any failure of the Internal Contribution, together with the Distribution, to qualify as a transaction that is tax-free for U.S. federal income tax purposes. The Tax Matters Agreement sets

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forth the respective obligations of Demand Media and Rightside with respect to the filing of Tax Returns, the administration of Tax contests, cooperation and other matters, and imposes certain restrictions on Demand Media’s and Rightside’s ability to engage in certain actions following the Distribution. Except as expressly set forth in this Agreement or any Ancillary Agreement, all matters relating to Taxes in connection with the Transactions shall be governed exclusively by the Tax Matters Agreement.

ARTICLE II.

THE SEPARATION

Section 2.1Restructuring.

(a)The Parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan (collectively, the “Restructuring”); provided, however, that all of such steps shall be completed by no later than the Effective Time.

(b)All the transactions contemplated by the Restructuring and the Distribution are intended to be part of the same plan of reorganization, even though there may be delays between the completion of certain of the transactions.

Section 2.2Transfer of Rightside Assets and Rightside Business; Assumption of Rightside Liabilities.

On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Spin-Off:

(a)Demand Media, by no later than the Effective Time, shall cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the Rightside Assets and Rightside Business to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Rightside (or its Subsidiaries), and Rightside agrees to accept or cause to be accepted all such rights, title and interest in and to all the Rightside Assets and Rightside Business, in each case as contemplated by the Restructuring Plan and the applicable Ancillary Agreements.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED AS IS, WHERE IS, WITH ALL FAULTS.

(b)Demand Media, by no later than the Effective Time, shall cause all of the Rightside Liabilities to be assigned, directly or indirectly, to Rightside, and Rightside agrees to accept, assume, perform, discharge and fulfill all of the Rightside Liabilities in accordance with their respective terms, in each case as contemplated by the Restructuring Plan.

(c)Upon completion of the transactions contemplated by Sections 2.1, 2.2(a) and 2.2(b) above: (i) Rightside will own, directly or indirectly, the Rightside Business and the Rightside Assets and be subject to the Rightside Liabilities; and (ii) Demand Media will continue

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to own, directly or indirectly, the Demand Media Business and the Demand Media Retained Assets and continue to be subject to the Demand Media Liabilities.

Section 2.3Third-Party Consents and Government Approvals.

(a)To the extent that either the Distribution or any step in the Restructuring Plan requires a consent of any third party or a Governmental Authorization, the Parties will use commercially reasonable efforts to obtain each such consent and Governmental Authorization at or prior to the time such consent or Governmental Authorization is required in order to lawfully effect the Distribution and each step in the Restructuring Plan.

(b)If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party or a Governmental Authorization and such consent has not been obtained by the Distribution Date, then (unless otherwise expressly agreed by Demand Media and Rightside) such Asset shall not be transferred until such consent has been obtained.  Subject to reimbursement from the other Party of all reasonable costs and expenses incurred in connection with such actions, Demand Media and Rightside, as the case may be, shall (i) use commercially reasonable efforts to provide or cause the owner of such Asset to use commercially reasonable efforts to provide to the other Party (or appropriate Entity affiliated with the other Party) all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such other Party (or for the benefit of the Entity affiliated with the other Party) and (iii) assume or cause the appropriate Entity affiliated with it to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset.  Both Parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Distribution Date.

(c)From and after the Distribution Date, each Party shall promptly transfer or cause the Entity(ies) affiliated with it to promptly transfer to the other Party or the appropriate Entity(ies) affiliated with the other Party, from time to time, any property received that is an Asset of the other Party or of any Entity affiliated with the other Party.  Without limiting the foregoing, funds received by a Party or any Entity affiliated with such Party upon the payment of accounts receivable that belong to the other Party or any Entity affiliated with the other party, shall be transferred to the other Party (or Entity affiliated with the other Party) by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds.

Section 2.4Further Actions.  From and after the Effective Time, upon the reasonable request of a Party hereto, the other Party hereto will promptly take, or cause its Subsidiaries to promptly take, all commercially reasonable actions necessary or appropriate to fully accomplish the Restructuring and to give effect to the transactions provided for in this Agreement, including each step in the Restructuring Plan, in accordance with the purposes hereof.

Section 2.5Restructuring Documents.  All documents and instruments used to effect the Restructuring and otherwise to comply with this Agreement shall be in form satisfactory to Demand Media and Rightside.

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Section 2.6Certain Licenses and Permits.

(a)On or prior to the Distribution Date or as soon as reasonably practicable thereafter, Demand Media shall use its commercially reasonable efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate primarily to the Rightside Business but which are held in the name of any Demand Media Entity, or in the name of any employee, officer, director, stockholder or agent of any such Demand Media Entity, or otherwise, on behalf of any Rightside Entity, to the appropriate Rightside Entity.

(b)On or prior to the Distribution Date or as soon as reasonably practicable thereafter, Rightside shall use its commercially reasonable efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate primarily to the Demand Media Business but which are held in the name of any Rightside Entity, or in the name of any employee, officer, director, stockholder or agent of any such Rightside Entity, or otherwise, on behalf of any Demand Media Entity, to the appropriate Demand Media Entity.

ARTICLE III.

DISTRIBUTION AND CERTAIN COVENANTS

Section 3.1Distribution.

(a)On or prior to the Distribution Date, Demand Media shall deliver to American Stock Transfer & Trust Company, LLC (the “Agent”) a single stock certificate representing all of the issued and outstanding Rightside Shares, in each case, endorsed by Demand Media in blank, for the benefit of the holders of Demand Media Common Stock, and Demand Media shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, such number of the Rightside Shares to holders of record of shares of Demand Media Common Stock on the Distribution Record Date, all as further contemplated by the Registration Statement and hereby.  Rightside shall provide any share certificates that the Agent shall require in order to effect the Distribution.  The Distribution shall be effective at the Effective Time.

(b)The Rightside Shares issued in the Distribution are intended to be distributed only pursuant to a book entry system.  Demand Media shall instruct the Agent to deliver the Rightside Shares previously delivered to the Agent to a depositary and to mail to each holder of record of Demand Media Common Stock on the Distribution Record Date, a statement of the Rightside Common Stock credited to such holder’s account.

Section 3.2Demand Media Determinations.  Demand Media shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and all terms thereof, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution.  Rightside shall cooperate with Demand Media in all respects to accomplish the Distribution and shall, at Demand Media’s direction, promptly take any and all actions necessary or desirable to effect the Distribution.  Demand Media shall select any investment banker(s), underwriters and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for Demand Media.

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Section 3.3Charter; Bylaws.  On or prior to the Distribution Date, Rightside and Demand Media shall take all necessary actions to provide for the adoption of the form of Certificate of Incorporation and Bylaws in substantially the form filed by Rightside with the SEC as exhibits to the Registration Statement.

Section 3.4Directors.  On or prior to the Distribution Date, Demand Media and Rightside shall have taken all necessary action to cause the board of directors of Rightside to consist of the individuals identified in the Registration Statement as directors of Rightside as of immediately following the Effective Time.

Section 3.5Election of Officers.  On or prior to the Distribution Date, Rightside shall take all actions necessary and desirable so that as of the Distribution Date the officers of Rightside will be as set forth in the Registration Statement.

Section 3.6State Securities Laws.  Prior to the Distribution Date, Demand Media and Rightside shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States of America in order to effect the Distribution.

Section 3.7Listing Application; Notice to Nasdaq.

(a)Prior to the Distribution Date, Demand Media and Rightside shall prepare and file with Nasdaq a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause Nasdaq to list on or prior to the Distribution Date, subject to official notice of issuance, the Rightside Shares.

(b)Prior to the Distribution, Demand Media shall, to the extent possible, give Nasdaq not less than 10 days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.

Section 3.8Removal of Certain Guarantees; Releases from Liabilities.

(a)Except as otherwise specified in any Ancillary Agreement, (i) in the event that at any time before or after the Distribution Date, Demand Media or Rightside identifies any Rightside Liability for which any Demand Media Entity is a guarantor or obligor, Rightside shall use its commercially reasonable efforts to have, as quickly as practicable, such Demand Media Entities removed as guarantor of or obligor for any such Liability of Rightside, and (ii) in the event that at any time before or after the Distribution Date, Demand Media or Rightside identifies any Demand Media Liability for which any Rightside Entity is a guarantor or obligor, Demand Media shall use its commercially reasonable efforts to have, as quickly as practicable, such Rightside Entities removed as guarantor of or obligor for any such Liability of Demand Media.

(b)If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 3.8(a), the guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the applicable Party shall use commercially reasonable efforts to cause the relevant beneficiary to cause one of its Affiliates, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the

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obligations or other Liabilities of the relevant the guarantor or obligor thereunder from and after the date hereof.

(c)If (i) Rightside is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 3.8(a), or (ii) Rightside Liabilities arise from and after the Effective Time but before any Demand Media Entity, if such Demand Media Entity is a guarantor or obligor with reference to any such Rightside Liability, is removed pursuant to Section 3.8(a), then Rightside shall indemnify each Demand Media Entity for all Liabilities incurred by any of them in such Person’s capacity as guarantor or obligor.  Without limiting the foregoing, Rightside shall, or shall cause a Rightside Entity to, reimburse Demand Media as soon as practicable (but in no event later than 30 days) following delivery by Demand Media to Rightside of notice of a payment made pursuant to this Section 3.8 in respect of Rightside Liabilities.

(d)If (i) Demand Media is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 3.8(a), or (ii) Demand Media Liabilities arise from and after the Effective Time but before any Rightside Entity, if such Rightside Entity is a guarantor or obligor with reference to any such Rightside Liability, is removed pursuant to Section 3.8(a), then Demand Media shall indemnify each Rightside Entity for all Liabilities incurred by any of them in such Person’s capacity as guarantor or obligor.  Without limiting the foregoing, Demand Media shall, or shall cause a Demand Media Entity to, reimburse Rightside as soon as practicable (but in no event later than 30 days) following delivery by Rightside to Demand Media of notice of a payment made pursuant to this Section 3.8 in respect of Demand Media Liabilities.

(e)Rightside shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through Demand Media or any other Demand Media Entity for the benefit of Rightside or any Rightside Entity (“Demand Media Credit Support Instruments”) including the letters of credit listed on Schedule 3.8(e) (the “Demand Media LCs”), with alternate arrangements that do not require any credit support from Demand Media or any other Demand Media Entity, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Demand Media Credit Support Instrument to the originating bank and such bank’s confirmation to Demand Media of cancelation thereof) indicating that Demand Media or such other Demand Media Entity will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Demand Media; provided, however, that in the event that Rightside shall not have obtained all such releases on or prior to the Distribution Date, Rightside shall (i) provide Demand Media (or its designee) with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Demand Media, against losses arising from all such Credit Support Instruments, or if, after use of commercially reasonable efforts, Rightside has not arranged for a letter of credit facility with an acceptable bank on or prior to the Distribution Date, cash collateralize in a manner satisfactory to Demand Media the full amount of any outstanding Credit Support Instrument (in amount required by the originating bank) with respect to which such release has not been obtained; (ii) cause each other

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Rightside Entity to, indemnify and hold harmless the Demand Media Indemnitees for any Liabilities arising from or relating to the such Demand Media Credit Support Instruments, including, without limitation, any fees and expenses incurred in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Demand Media Credit Support Instruments in accordance with the terms thereof; (iii) pay to Demand Media a fee payable at the end of each calendar quarter based on a rate of 0.5% per annum on the average outstanding balance during such quarter of any outstanding Demand Media LCs; and (iv) without the prior written consent of Demand Media, Rightside shall not, and shall not permit any other Rightside Entity to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Demand Media or any other Demand Media Entity has issued any letters of credit which remain outstanding. Neither Demand Media nor any other Demand Media Entity will have any obligation to renew any letters of credit issued on behalf of or in favor of any Righside Entity or the Rightside Business after the expiration of any such letter of credit.

(f)In the event that at any time before or after the Distribution Date Rightside identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the Demand Media Business but for which a Rightside Entity has contingent, secondary, joint, several or other Liability of any nature whatsoever, Demand Media shall, at its expense, take such actions and enter into such agreements and arrangements as Rightside may reasonably request to effect the release or substitution of Rightside (or a Rightside Entity).

(g)At and after the Effective Time, the Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate, assign or extinguish all Rightside Liabilities (with respect to the Demand Media Entities) and Demand Media Liabilities (with respect to the Rightside Entities) of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, Demand Media (or an appropriate Demand Media Entity) shall be solely responsible for the Demand Media Liabilities and Rightside (or an appropriate Rightside Entity) shall be solely responsible for the Rightside Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor (except for filing fees or other similar charges) to any Third Party from whom such consent, substitution, amendment or release is requested.  Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 3.8 shall in any way limit the obligations of the Parties under Article V.  If, as and when it becomes possible to delegate, assign, novate or extinguish any Rightside Liabilities or Demand Media Liabilities in accordance with the terms hereof, the Parties shall promptly sign all such documents and perform all such other acts as may be necessary to give effect to such delegation, novation, extinction or other release; provided, however, than no Party shall be obligated to pay any consideration therefor.

Section 3.9Corporate Names; Trademarks.  Except as otherwise specifically provided in any Ancillary Agreement or in any other agreement to which a Demand Media Entity and a Rightside Entity are parties:

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(a)as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, Rightside will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the Demand Media Marks or which include the Demand Media Marks;

(b)as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, Rightside will, and will cause the Rightside Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the Demand Media Marks (except that Rightside shall not be required to take any such action with respect to materials in the possession of customers);

(c)as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, Demand Media will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the Rightside Marks or which include the Rightside Marks; and

(d)as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, Demand Media will, and will cause the Demand Media Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the Rightside Marks (except that Demand Media shall not be required to take any such action with respect to materials in the possession of customers).

Section 3.10Ancillary Agreements.  Prior to or on the Distribution Date, each of Demand Media and Rightside shall enter into the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the Transactions.

Section 3.11Acknowledgment by Rightside.  Rightside, on behalf of itself and all Rightside Entities, acknowledges, understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, (a) none of Demand Media or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to Rightside or any Rightside Entity or to any director, officer, employee or agent thereof in any way with respect to any of the Transactions or the business, assets, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, Liabilities or businesses of Demand Media or any Demand Media Entity, Rightside or any Rightside Entity, any Rightside Assets, any Rightside Liabilities or the Rightside Business and (b) none of Demand Media or any other Person has made or makes any representation or warranty with respect to the Distribution or the entering into of this Agreement or the Ancillary Agreements or the Transactions.  Except as expressly set forth herein or in any other Ancillary Agreement, Rightside and each Rightside Entity shall bear the economic and legal risk that the Rightside Assets shall prove to be insufficient or that the title of any Rightside Entity to any Rightside Assets shall be other than good and marketable and free from encumbrances.  The provisions of any related assignment agreement or other related documents are expressly subject to this Section 3.11 and to Section 3.12.

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Section 3.12Release.

(a)Except as provided in Section 3.12(d), effective as of the Effective Time, Rightside does hereby, on behalf of itself and each other Rightside Entity, release and forever discharge each Demand Media Indemnitee, from any and all Liabilities whatsoever to any Rightside Entity, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Transactions.

(b)Except as provided in Section 3.12(d), effective as of the Effective Time, Demand Media does hereby, for itself and each other Demand Media Entity, release and forever discharge each Rightside Indemnitee from any and all Liabilities whatsoever to any Demand Media Entity, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Transactions.

(c)The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (as well as any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar or comparable to Section 1542), which Section provides: GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Parties are hereby deemed to agree that the provisions of Section 1542 and all similar federal or state laws, rights, rules, or legal principles of California or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 3.12(a) and Section 3.12(b).

(d)Nothing contained in Section 3.12(a) or Section 3.12(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement.  Without limiting the foregoing, nothing contained in Section 3.12(a) or Section 3.12(b) shall release any Person from:

(i)any Liability assumed, transferred, assigned or allocated to such Person or any Entity affiliated with such Person in accordance with, or any other Liability of such person or any Entity affiliated with such Person under, this Agreement or any Ancillary Agreement;

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(ii)any Liability that such Person may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought by third Persons, which Liability shall be governed by the provisions of Article V and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iii)any unpaid accounts payable or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any Demand Media Entity from any Rightside Entity, or by any Rightside Entity from any Demand Media Entity;

(iv)any Liability the release of which would result in the release of any Person other than a Demand Media Indemnitee (in the case of the release by the Rightside Entities) or a Rightside Indemnitee (in the case of the release by the Demand Media Entities); provided that each Party agrees not to bring suit, or permit any Entity affiliated with such Party to bring suit, against any such Demand Media Indemnitee or Rightside Indemnitee (as applicable) with respect to such Liability;

(v)any indemnification obligation under such Person’s articles of incorporation or bylaws; and

(vi)any Liability arising under a written Contract entered into between a Demand Media Entity and a Rightside Entity prior to the Effective Time relating to the commercial sale of products or provision of services between such Entities (including for such purpose, their respective Affiliates).

(e)Rightside shall not make, and shall not permit any other Rightside Entity to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against any Demand Media Indemnitee with respect to any Liabilities released pursuant to Section 3.12(a).  Demand Media shall not make, and shall not permit any other Demand Media Entity to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any Rightside Indemnitee with respect to any Liabilities released pursuant to Section 3.12(b).

(f)It is the intent of each of Demand Media and Rightside by virtue of the provisions of this Section 3.12 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed at or before the Effective Time, between or among Demand Media or any other Demand Media Entity, on the one hand, and Rightside or any other Rightside Entity, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such Entity(ies) at or before the Effective Time), except as expressly set forth in Section 3.12(d).  At any time, at the reasonable request of a Party, the other Party will cause each Entity affiliated with such Party to execute and deliver releases reflecting the provisions hereof.

Section 3.13Discharge of Liabilities.  Except as otherwise expressly provided herein or in any of the Ancillary Agreements, from and after the Effective Time, (a) Demand Media shall,

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and shall cause each other Demand Media Entity to, assume, pay, perform and discharge all Demand Media Liabilities in the ordinary course of business, consistent with past practice and (b) Rightside shall, and shall cause each other Rightside Entity to, assume, pay, perform and discharge all Rightside Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 3.13 are made by each Party for the sole and exclusive benefit of the other Party and the Entities affiliated with such other Party.  To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

Section 3.14Further Assurances.  If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action and do and perform all such acts and things, and execute and deliver all such agreements, assurances to the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.  Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the Transactions, including all applicable filings with, and approvals from, any Governmental Authority.

Section 3.15Assumption of Certain Liabilities Under Indemnification Agreements.  Notwithstanding any provision to the contrary, Rightside agrees that Rightside Liabilities includes all Liabilities of the Demand Media Entities to any former or current director or officer of the Demand Media Entities under any indemnification agreement with such director or officer, solely to the extent that such Liabilities arise out of, or primarily relate to, the Rightside Assets, serving as a director or officer of the Rightside Entities, or the operation of the Rightside Business prior to the Distribution Date.

Section 3.16S6 Holdback Stock Amount.  Demand Media agrees that it will satisfy its obligation to distribute any portion of the Holdback Stock Amount (as defined in the S6 Purchase Agreement) pursuant to the S6 Purchase Agreement following the Distribution Date in the manner contemplated by Section 8.3(c)(ii) (and not Section 8.3(c)(i)) of the S6 Purchase Agreement.

ARTICLE IV.

CONDITIONS PRECEDENT

Section 4.1Conditions Precedent to Consummation of the Transactions.  None of the Transactions shall become effective unless the following conditions have been satisfied or (except with respect to clauses (b) and (c) below) waived by the Board of Directors of Demand Media, in its sole and absolute discretion, at or before the Effective Time:

(a)the Board of Directors of Demand Media shall have approved the Transactions, including the declaration of the Distribution, which approval may be given or withheld at its sole and absolute discretion;

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(b)the SEC has declared effective the Registration Statement, with no stop order in effect with respect thereto, and with no proceedings for such purpose pending or threatened by the SEC;

(c)Rightside shall have mailed the Information Statement (and such other information concerning Rightside, the Rightside Business, Rightside’s operations and management, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the holders of record of Demand Media Common Stock at the close of business on the record date for the Distribution;

(d)all other actions and filings necessary or appropriate under applicable federal or state securities Laws and state blue sky Laws in connection with the Transactions shall have been taken;

(e)Prior to the Distribution, Demand Media shall have obtained a private letter ruling from the Internal Revenue Service with respect to the Internal Contribution and Distribution in form and substance satisfactory to Demand Media (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date;

(f)Prior to the Distribution, Demand Media shall have obtained an opinion from Latham & Watkins LLP, its tax counsel, in form and substance satisfactory to Demand Media (in its sole discretion), substantially to the effect that the Internal Contribution, together with the Distribution, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code;

(g)the Rightside Common Stock to be distributed pursuant to the Distribution and related transactions shall have been accepted for listing on Nasdaq, subject to official notice of issuance;

(h)the Ancillary Agreements shall have been executed and delivered by each of the Parties thereto and no Party to any of the Ancillary Agreements will be in material breach of any such agreement;

(i)any material Governmental Authorizations necessary to consummate the Transactions, or any portion thereof, shall have been obtained and be in full force and effect;

(j)Rightside’s amended and restated certificate of incorporation and amended and restated bylaws, each in substantially the form filed as exhibits to the Registration Statement are in effect;

(k)no preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority shall be in effect preventing the consummation of, or materially limiting the benefits of, the Transactions; and

(l)no other event or development shall have occurred or failed to occur that, in the judgment of the Board of Directors of Demand Media, in its sole discretion, prevents the

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consummation of the Transactions or any portion thereof or makes the consummation of the Transactions inadvisable.

Section 4.2Right Not to Close.  Each of the conditions set forth in Section 4.1 is for the benefit of Demand Media and the Board of Directors of Demand Media may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part (other than the conditions set forth in Sections 4.1(b) and 4.1(c) above).  Any determination made by the Board of Directors of Demand Media concerning the satisfaction or waiver of any or all of the conditions in Section 4.1 will be conclusive and binding on the Parties.  The satisfaction of the conditions set forth in Section 4.1 will not create any obligation on the part of Demand Media to any other Person to effect any of the Transactions or in any way limit Demand Media’s right to terminate this Agreement as set forth in Section 10.11.

ARTICLE V.

INDEMNIFICATION

Section 5.1Indemnification by Demand Media.  Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, Demand Media shall indemnify, defend and hold harmless the Rightside Indemnitees from and against any and all Losses of the Rightside Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the Demand Media Liabilities or alleged Demand Media Liabilities, including any breach by Demand Media of any provision of this Section 5.1, (b) any breach by any Demand Media Entity of this Agreement, and (c) solely with respect to information regarding any Demand Media Entity provided by any Demand Media Entity in writing to Rightside expressly for inclusion in the Registration Statement or the Information Statement, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Section 5.2Indemnification by Rightside.  Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, Rightside shall indemnify, defend and hold harmless the Demand Media Indemnitees from and against any and all Losses of the Demand Media Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the Rightside Liabilities or alleged Rightside Liabilities, including any breach by any Rightside Entity of any provision of this Section 5.2, (b) any breach by any Rightside Entity of this Agreement, and (c) with respect to all information contained in the Registration Statement or the Information Statement (other than information regarding any Demand Media Entity provided by any Demand Media Entity in writing to Rightside expressly for inclusion in the Registration Statement or the Information Statement), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary

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Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Section 5.3Procedures for Indemnification.

(a)

(i)If a claim or demand is made by a Third Party against a Rightside Indemnitee or a Demand Media Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Sections 5.1 or 5.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third-Party Claim); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.

(ii)Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days after the Indemnitee’s receipt thereof), copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.  Notice under this Section 5.3 shall be provided in accordance with Section 10.6.  For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both Demand Media and Rightside shall not constitute notice for purposes of this Section 5.3.

(iii)Subject to Section 5.3(a)(v), if a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and irrevocably acknowledges without condition or reservation its obligation to fully indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee.  Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, (A) a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such Parties by one counsel inappropriate, or (B) the Third-Party Claim involves substantially different defenses for the Indemnifying Party and the Indemnitee, and in such event the fees and expenses of such single separate counsel shall be paid by such Indemnifying Party.  If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the

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Indemnifying Party, it being understood that the Indemnifying Party shall control such defense.  The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above).

(iv)If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party.  The Indemnifying Party shall not enter into any settlement, compromise or discharge of a Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee if the settlement (A) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against the Indemnitee, (B) does not completely release the Indemnitee from all Liabilities and obligations with respect to such claim, (C) includes a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee, or (D) is otherwise prejudicial to the Indemnitee.  If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim; provided that the Indemnitee shall not compromise or settle such Third-Party Claim without the consent of the Indemnifying Party, which consent is not to be unreasonably withheld, conditioned or delayed.

(v)Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages.  If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

(b)In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim.  Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

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(c)The remedies provided in this Article V shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 5.4Indemnification Payments.

(a)Indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or a Loss is incurred.  If the Indemnifying Party fails to make an indemnification payment required by this Article V within 30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to but not including the date of payment, at the Applicable Rate.

(b)The amount of any claim by an Indemnitee under this Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by any Indemnitee that result from the Losses that gave rise to such indemnity.  Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the status of the recovery of any offsetting amounts from any such Third Party.

(c)The amount of any Loss subject to indemnification pursuant to this Article V shall be net of Taxes.  Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any Tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment.  Such an adjustment will first be made at the time that the indemnification payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Tax authority.  For purposes of this Section 5.4(c), the value of any Tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law.

(d)Except with respect to any indemnification payment for Losses relating to a breach of the Tax Matters Agreement, which indemnification payments shall be treated in accordance with the Tax Matters Agreement, and to the extent permitted by Law, the Parties will treat any indemnification payment paid pursuant to this Article V as a capital contribution made by Demand Media to Rightside or as a distribution made by Rightside to Demand Media, as the case may be, immediately prior to the Distribution.

Section 5.5Survival of Indemnities.  The rights and obligations of each of Demand Media and Rightside and their respective Indemnitees under this Article V will survive the sale or transfer by any Party of any assets or businesses or the assignment by it of any Liabilities.

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Section 5.6Limitation on Liability.  Except as may expressly be set forth in this Agreement or any Ancillary Agreement, none of Demand Media, any other Demand Media Entity, Rightside, or any other Rightside Entity shall in any event have any Liability to the other Party or to any Entity affiliated with the other Party, or to any other Demand Media Indemnitee or Rightside Indemnitee, as applicable, under this Agreement (a) to the extent that any such Liability resulted from any willful violation of Law or fraud by the Party seeking indemnification or (b) for any exemplary, punitive, special, indirect, consequential, remote or speculative damages (including in respect of lost profits or revenues), however caused and on any theory of liability (including negligence) arising in any way out of any provision of this agreement, whether or not such party has been advised of the possibility of such damages.  Notwithstanding the foregoing, the provisions of this Section 5.6 shall not limit an Indemnifying Party’s indemnification obligations with respect to any Liability that any Indemnitee may have to any third party not affiliated with any Demand Media Entity or Rightside Entity.

ARTICLE VI.

LITIGATION MATTERS

Section 6.1Case Allocation.

(a)As of the Distribution Date, Rightside shall, and, as applicable, shall cause the other Rightside Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside Actions listed on Schedule 6.1(a) and any applicable future Rightside Actions; (ii) notify Demand Media of material litigation developments related to the Rightside Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media in relation to the Rightside Actions. Upon the settlement or judgment of any Rightside Action, Rightside shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside and Demand Media. If Demand Media provides Rightside with a written notice of Demand Media’s objection to Rightside’s allocation of Liability within 60 days of receipt of that allocation, Rightside and Demand Media shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media and Rightside have not reached a mutually agreeable allocation of such Liability within 90 days of Rightside’s receipt of such objection notice, either Demand Media or Rightside may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

(b)As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Demand Media Actions, including the Demand Media Actions listed on Schedule 6.1(b) and any applicable future Demand Media Actions; (ii) notify Rightside of material litigation developments related to the Demand Media Actions; (iii) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Demand Media Actions. Upon the settlement or judgment of any Demand Media Action, Demand Media shall in good faith determine an equitable apportionment of the settlement or judgment as between Demand Media and Rightside. If Rightside provides Demand Media with a written notice of Rightside’s objection to Demand Media’s allocation of Liability within 60 days of receipt of that allocation, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Rightside and Demand Media have not reached a

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mutually agreeable allocation of such Liability within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

(c)Each of Demand Media and Rightside agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a third party with respect to which a Party (or any Entity affiliated with such Party) is a named defendant but such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action.

(d)Notwithstanding anything in this Section 6.1 to the contrary, Demand Media shall have the right to participate in the defense of any Rightside Action from which it has not been removed, and to be represented by attorneys of its own choosing and at its sole cost and expense.

(e)Rightside shall indemnify and hold harmless Demand Media and the other Demand Media Entities against Rightside Liabilities arising in connection with any Action, and Demand Media shall indemnify and hold harmless Rightside and the other Rightside Entities against Demand Media Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.

(f)Joint Actions.

(i)As of the Distribution Date, Demand Media shall, and, as applicable, shall cause the other Demand Media Entities to (A) diligently conduct the defense of the Joint Actions, including the Joint Actions listed on Schedule 6.1(f) and any applicable future Joint Actions; (B) notify Rightside of material litigation developments related to the Joint Actions; and (C) agree not to file any cross claim or institute separate legal proceedings against Rightside in relation to the Joint Actions; provided, however, that if it becomes clear that a Joint Action relates primarily to the Rightside Business then from and after such time such Joint Action shall instead be deemed to be a Rightside Action subject to Section 6.1(a) above, and Rightside shall promptly reimburse Demand Media for any costs or expenses incurred by Demand Media in connection with such Joint Action pursuant to Section 6.1(f)(iii); provided, further, that if it becomes clear that a Joint Action relates primarily to the Demand Media Business then from and after such time such Joint Action shall instead be deemed to be an Demand Media Action subject to Section 6.1(b) above, and Demand Media shall promptly reimburse Rightside for any costs or expenses incurred by Rightside in connection with such Joint Action pursuant to Section 6.1(f)(iii).  Demand Media and Rightside shall regularly meet to review and discuss the progress of the Joint Actions and the classification thereof.

(ii)In a Joint Action, Rightside shall have the right to employ separate counsel to represent it and the other Rightside Entities if Rightside shall have reasonably concluded that (A) there may be a legal defense available to the Rightside Entities that are different from or in addition to those available to Demand Media, (B) representation of both Demand Media (or any Demand Media Entity) and Rightside (or any Rightside

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Entity) by the same counsel would be inappropriate due to actual or potential differing interests between them, or (C) the Joint Action involves a claim for equitable relief which would restrict or limit the future conduct of Rightside (or any Rightside Entity) or Rightside’s (or any Rightside Entity’s) business or operations, in which case fees and expenses of such counsel incurred by Rightside shall be included in the amounts allocated by Section 6.1(f)(iv). Otherwise, Rightside shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement of any Joint Action, at its own expense. In the event of a conflict in the procedures described in this Section 6.1(f)(ii) and the procedures set forth in Section 5.3(a), the terms of this Section 6.1(f)(ii) will control.

(iii)Demand Media shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and Rightside in the investigation, defense and/or evaluation of a Joint Action (“Litigation Expenses”).  Demand Media shall periodically furnish to Rightside copies of invoices paid by Demand Media for Litigation Expenses. Within 30 days of Rightside’s receipt of such invoices, Rightside shall pay Demand Media an amount equal to one-half of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by Demand Media), representing Rightside’s estimated share of the Litigation Expenses. For each Joint Action, within 60 days of the final determination of Rightside’s allocation of Liability pursuant to Section 6.1(f)(iv) below, Demand Media shall provide to Rightside a proposed allocation of the Litigation Expenses between Demand Media and Rightside, calculated to be in proportion to Demand Media’s and Rightside’s respective allocated Liability for the settlement or judgment of the Joint Action. If Rightside does not object to the proposed allocation within 60 days, Rightside shall pay to Demand Media, or Demand Media shall pay to Rightside, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Litigation Expenses within such 60 days, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Litigation Expenses within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII.

(iv)Demand Media shall propose an allocation of Liability for any judgment or settlement of a Joint Action, based upon, if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that Demand Media and/or Rightside is entering into a settlement with). If neither is available, Demand Media shall in good faith determine an equitable apportionment of Liability as between Demand Media and Rightside based on the portion of Liability relating primarily to each of the Demand Media Business and Rightside Business, respectively. If Rightside provides Demand Media with a written notice of objection to Demand Media’s allocation of Liability within 60 days of receipt of that allocation, Demand Media and Rightside shall endeavor in good faith to negotiate a mutually

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agreeable allocation of such Liability. If Rightside and Demand Media have not reached a mutually agreeable allocation of such Liability within 90 days of Demand Media’s receipt of such objection notice, either Rightside or Demand Media may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.

ARTICLE VII.

ACCESS TO INFORMATION

Section 7.1Provision of Corporate Records.

(a)At all times from and after the Distribution Date, upon the prior written request by Rightside for specific and identified agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relate to Rightside or the conduct of the Rightside Business up to the Effective Time, or which Rightside determines are necessary or advisable (i) for use in any Action or to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements or (ii) to comply with reporting, disclosure, filing or other requirements imposed on Rightside or its Affiliates (including without limitation under applicable securities and Tax Laws) by a Governmental Authority, Demand Media shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if Rightside has a reasonable need for such originals) in the possession or control of Demand Media, but only to the extent such items are not already in the possession or control of the requesting Party.

(b)At all times from and after the Distribution Date, upon the prior written request by Demand Media for specific and identified Records which relate to Demand Media or Rightside or the conduct of the Demand Media Business or the Rightside Business up to the Effective Time, or which Demand Media determines are necessary or advisable (i) for use in any Action or to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements or (ii) to comply with reporting, disclosure, filing or other requirements imposed on Demand Media or its Affiliates (including without limitation under applicable securities and Tax laws) by a Governmental Authority, Rightside shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if Demand Media has a reasonable need for such originals) in the possession or control of Rightside or any of the Rightside Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.

Section 7.2Access to Information.  From and after the Distribution Date, each of Demand Media and Rightside shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the Representatives, properties, and Records of, in the possession of or in the control of the non-requesting Party and its Subsidiaries insofar as such access is reasonably required by the requesting Party and relates to such other Party or the conduct of its business prior to the Effective Time.

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Section 7.3Witnesses; Documents and Cooperation in Actions.

(a)Demand Media and Rightside shall each use commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current officers, directors, employees and agents as witnesses and any Records or other documents within its control or which it otherwise has the ability to make available, to the extent that such Person, Records or other documents may reasonably be required in connection with any Action in which the requesting Party or any Entity affiliated with the requesting Party may from time to time be involved, except in the case of any Action in which any Rightside Entity is adverse to any Demand Media Entity.  The requesting Party shall bear all out-of-pocket expenses in connection therewith.

(b)Without limiting any provision of this Section 7.3, each Party shall, and shall cause each Entity affiliated with such Party to, cooperate and consult, to the extent reasonably necessary with respect to any Actions.

(c)In connection with any matter contemplated by this Section 7.3, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any Demand Media Entity and any Rightside Entity.

Section 7.4Confidentiality.

(a)Demand Media and the Demand Media Subsidiaries on the one hand, and Rightside and the Rightside Subsidiaries on the other hand, shall not use or permit the use of and shall keep, and shall cause their respective Representatives to keep, confidential all information concerning the other Party in their possession, their custody or under their control to the extent such information, (i) relates to or was acquired during the period up to the Effective Time, (ii) relates to any Ancillary Agreement, (iii) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement or (iv) is based upon or is derived from information described in the preceding clauses (i), (ii) or (iii), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure.  Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or any Entity affiliated with the other Party, if it exercises the same care as it takes to preserve confidentiality for its own similar information.  The covenants in this Section 7.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that the covenants in this Section 7.4 shall terminate with respect to any information not constituting a trade secret under applicable Law on the second anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation).  This Section 7.4 shall not apply to information (a) that has been in the public domain through no fault of such Party, (b) that has been later lawfully acquired from other sources by such Party, provided that such source is not and was not bound by a confidentiality agreement, (c) the use or disclosure of

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which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (d) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (e) that the other Party has agreed in writing may be so used or disclosed.

(b)If any Party, or any Entity affiliated with such Party, either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or of any Entity affiliated with the other Party) that is subject to the confidentiality provisions of Section 7.4(a), such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party.  Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that the Person shall only disclose such portion of the information as required to be disclosed or provided.

Section 7.5Privileged Matters.  Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of the Demand Media Entities and the Rightside Entities, and that each of the Demand Media Entities, and each of the Rightside Entities should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law.  To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:

(a)Demand Media shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Demand Media Business (other than with respect to Liabilities as to which Rightside is required to provide indemnification under Article V or Article VI), whether or not the privileged information is in the possession of or under the control of Demand Media, Rightside or any other Entity.  Demand Media shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Demand Media Liabilities, or other Liabilities as to which it is required to provide indemnification under Article V or Article VI, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of Demand Media, Rightside or any other Entity.

(b)Rightside shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Rightside Business (other than with respect to Liabilities as to which Demand Media is required to provide indemnification under Article V or Article VI), whether or not the privileged information is in the possession of or under the control of Demand Media, Rightside or any other Entity.  Rightside shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Rightside Liabilities, or other Liabilities as to which it is required to provide

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indemnification under Article V or Article VI, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Rightside, whether or not the privileged information is in the possession of or under the control of Demand Media, Rightside or any other Entity.

(c)The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 7.5, with respect to all privileges not allocated pursuant to the terms of Sections 7.5(a) and 7.5(b).

(d)No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privileged, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below.  Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent.

(e)In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party, provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.

(f)If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party.  Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.

(g)Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.5 or otherwise to prevent the production or disclosure of such privileged information.

(h)The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of Demand Media and Rightside, as set forth in Sections 7.2, 7.4, and 7.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges.  The access to information being granted pursuant to Sections 7.1, 7.2, and 7.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 7.2 and

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7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 7.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.6Ownership of Information.  Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII shall be deemed to remain the property of the providing Person.  Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

Section 7.7Cost of Providing Records and Information.  A Party requesting Records, information or access to Representatives, witnesses or properties, under this Article VII, agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.

Section 7.8Retention of Records.  Except (a) as provided in the Tax Matters Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the Demand Media Entities and the Rightside Entities shall retain all Records relating to the Demand Media Business and the Rightside Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such Party and without regard to the Distribution or its effects) as in effect on the Distribution Date.  Notwithstanding the foregoing, in lieu of retaining any specific Records, Demand Media or Rightside may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time.  If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).

Section 7.9Other Agreements Providing for Exchange of Information.  The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on cooperation, access to information, privilege and the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement or in any other agreement to which a Demand Media Entity and a Rightside Entity are parties.

Section 7.10Policies and Best Practices.  Without representation or warranty, Rightside and Demand Media shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).

Section 7.11Compliance with Laws and Agreements.  Nothing in this Article VII shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.

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ARTICLE VIII.

DISPUTE RESOLUTION

Section 8.1Agreement Disputes.  Except as specifically provided in any Ancillary Agreement, any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination, enforcement or breach of this Agreement, or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (collectively, “Agreement Disputes”) shall be determined by binding arbitration according to the following provisions, as the sole and exclusive means of resolving such dispute, claim or controversy.

Section 8.2Negotiation.  In the event either Party identifies an Agreement Dispute, it shall provide written notice thereof to the other Party identifying with reasonable particularity the facts which support the asserted dispute and the particular contractual provision at issue.  Receipt of such notice by the other Party shall trigger a 30-day informal resolution process during which both Parties, through their designated representatives, shall attempt to resolve such Agreement Dispute in an amicable manner.

Section 8.3Arbitration.  In the event the Agreement Dispute remains unresolved at the end of such 30-day period, the Parties agree to seek to resolve such Agreement Dispute by arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”), conducted in Los Angeles, California. For Agreement Disputes with an amount in controversy of less than $500,000, exclusive of interest or attorneys’ fees, the Agreement Dispute shall be heard and determined by a single arbitrator selected in accordance with the JAMS Rules.  For Agreement Disputes with amount in controversy equal to or more than $500,000, exclusive of interest or attorneys’ fees, there shall be three arbitrators, with each Party appointing one arbitrator and the two party-appointed arbitrators agreeing on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not appointed within a reasonable time shall be appointed in accordance with the JAMS Rules. Any controversy concerning the jurisdiction of the arbitrator(s), whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrator(s).  The final award in the arbitration shall be issued no later than six months after the date the arbitration is first filed with JAMS; all deadlines and dates in the arbitration shall be set such that they are consistent with, and shall not interfere with or derogate from, this six-month deadline.  This Article VIII shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Section 8.4Choice of Law, Compliance, Enforcement, Costs.  In resolving any Agreement Dispute, the Parties intend that the arbitrator(s) shall apply the substantive Laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction.  The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator(s) shall be final and binding on the Parties.  Each Party agrees to comply and to cause the Entities affiliated with such Party to comply with any award made in any such arbitration

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proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction.  The arbitrator’s decision shall not be subject to appeal in any forum, but shall be enforceable by Delaware Courts if full compliance has not occurred within 30 days of the arbitrator’s written decision.  Each Party shall bear its own costs of arbitration including its attorneys’ fees, without regard to which Party prevails; provided, that, the non-prevailing Party, as determined and identified by the arbitrator(s), shall bear 100% of costs and fees of the arbitrator(s).

Section 8.5Confidentiality of Proceedings.  Unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the Entities affiliated with them to keep, confidential all matters relating to the arbitration or the award.  All negotiations, conferences and discussions pursuant to this Article VIII shall be treated as compromise and settlement negotiations; provided, that such matters may be disclosed (a) to the extent reasonably necessary in any proceeding brought to enforce this agreement to arbitrate or any arbitral award or for entry of a judgment upon the award and (b) to the extent otherwise required by Law or regulatory authority.

Section 8.6Continuity of Service and Performance.  During the course of dispute resolution pursuant to the provisions of this Article VIII, the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not subject to such dispute resolution.

ARTICLE IX.

INSURANCE

Section 9.1General.  Each Insurance Policy owned or maintained by or on behalf of the Demand Media Entities that relates exclusively to (i) the Rightside Business (“Rightside Specific Policies”) shall be a Rightside Asset and (ii) the Demand Media Business shall be a Demand Media Asset. All other Insurance Policies shall be subject to the provisions of Section 9.2.

Section 9.2Combined Policies.  Each of Demand Media and Rightside hereby agrees to use its commercially reasonable efforts to take the following actions, effective in each case prior to or on the Distribution Date (it being understood that Rightside shall be responsible for all premiums, costs and fees associated with (x) any new Insurance Policies placed for the benefit of Rightside pursuant to this Section 9.2 and (y) any incremental increase in any Insurance Policy’s premiums, costs and fees associated with the prior acts coverage or with the transitional services coverage relating to the Transition Services Agreement):

(a)each Insurance Policy listed in Schedule 9.2(a) (the “Occurrence Based Policies”) shall be cancelled and separate policies for each of Demand Media and Rightside shall be purchased on substantially similar terms as the Occurrence Based Policies (other than with respect to limits, retentions and deductibles, as applicable); and

(b)(i) except for the Existing D&O Policies, as defined in Section 9.3, each Insurance Policy listed in Schedule 9.2(b) (the “Claims Made Policies” and together with the Occurrence Based Policies, the “Combined Policies”) shall be cancelled and (ii) separate claims made

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policies for Rightside shall be purchased with  substantially similar terms as the Claims Made Policies (other than with respect to limits, retentions and deductibles, as applicable), with a retroactive date under each such policy that is the same retroactive date under the corresponding Demand Media Claims Made Policy.

Section 9.3D&O Policies.

(a)Demand Media shall cause each Insurance Policy with respect to those Persons who are currently covered by the Demand Media Entities’ existing directors and officers Insurance Policies (the “Existing D&O Policies”) to be cancelled as of the Distribution Date and replaced with Directors’ and Officers’ liability insurance policies for the directors and officers of Demand Media only on substantially similar terms as the Existing D&O Policies (other than with respect to limits, retentions and deductibles, as applicable).

(b)Rightside shall cause directors and officers Insurance Policies to be put in place as of the Distribution Date for the benefit of directors and officers of the Rightside Entities (it being understood that Rightside shall be responsible for all premiums, costs and fees associated with such policies).

(c)For the six-year period commencing immediately after the Distribution Date, Demand Media shall maintain in effect prepaid run-off tail coverage (the “Run-Off Policy”) for claims that arise out of, or are primarily related to, the Rightside Assets, serving as a director or officer of the Rightside Entities, or the operation of the Rightside Business prior to the Distribution Date, with respect to those Persons who are currently covered by the Existing D&O Policies, on terms and at limits no less favorable than the coverage currently provided under such policies.

(d)All premiums and commissions due with respect to the Run-Off Policy shall be paid by Demand Media.

Section 9.4Pre-Distribution Claims.

(a)For any claim asserted against any Rightside Entity after the Distribution Date arising out of an occurrence or Loss taking place prior to the Distribution Date (“Pre-Distribution Claim”), the applicable Rightside Entity may access coverage under the Insurance Policies under which the applicable Rightside Entity is insured and Demand Media shall cooperate with the applicable Rightside Entity in connection with the tendering of such claims.

(b)In the event that a Pre-Distribution Claim relates to the same occurrence for which any Demand Media Entity is seeking coverage under an Insurance Policy, and the limits under the applicable Insurance Policy are not sufficient to fund all covered claims of the applicable Demand Media Entity and the applicable Rightside Entity, amounts due under such Insurance Policy shall be paid to the respective Entities in proportion to the amounts which otherwise would be due were the limits of liability infinite.

(c)After the Distribution Date, any third-party administrator fees and deposits related to claims made under any Insurance Policy shall be paid in accordance with the protocol historically used prior to the Distribution Date.

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Section 9.5Retentions/Deductibles.

(a)For any Pre-Distribution Claim made after the Distribution Date, all amounts necessary to exhaust or otherwise satisfy all applicable retentions, deductibles or other amounts not covered by such policy shall be:

(i)paid by Demand Media to the extent such claim relates exclusively to the Demand Media Business;

(ii)paid by Rightside to the extent such claim relates exclusively to the Rightside Business;

(iii)split equitably between Demand Media and Rightside, as determined in Demand Media’s reasonable discretion, for all other claims, including any claim relating to general corporate matters; or

(iv)Rightside shall comply with all terms and conditions of all policies covering or potentially covering any Pre-Distribution Claims.  Rightside will cooperate with Demand Media, its counsel and its insurance broker concerning obtaining and maintaining coverage for Pre-Distribution Claims.

(b)Rightside shall be permitted to determine whether to settle any claim for which Rightside is required to pay any applicable deductibles or retentions pursuant to Section 9.5(a)(ii); provided that, Rightside shall not enter into any such settlement without the consent (not to be unreasonably withheld, conditioned or delayed) of Demand Media if the settlement (A) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Demand Media Entity, (B) does not release the Demand Media Entities from all liabilities and obligations with respect to such claim, (C) includes an admission of guilt or liability on behalf of any of the Demand Media Entities, or (D) is otherwise prejudicial to any Demand Media Entity.

(c)For the avoidance of doubt, any dispute between the Parties arising out of or related to this Section 9.5 shall be subject to the dispute resolution provisions of Article VIII.

Section 9.6Unearned Premium.  Demand Media shall be entitled to their respective interest in any unearned premium paid by any insurer as a result of the cancellation of any of the Combined Policies pursuant to Section 9.2(a) or Section 9.2(b) or the D&O Policies pursuant to Section 9.3.

Section 9.7Expirations and Renewals.  With respect to any Combined Policy that expires prior to the Distribution Date, Demand Media shall, in its sole discretion, take any of the following actions: (i) allow the policy to expire and place separate policies for Demand Media and Rightside in accordance with Section 9.2, as applicable, (ii) extend the policy through the Distribution Date or (iii) renew the policy.

Section 9.8Copies of Policies.  As soon as reasonably practical following the Distribution Date, Demand Media, at its own expense, shall provide to Rightside copies of all Rightside Specific Policies and all Combined Policies. At any time after the Distribution Date,

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upon the reasonable request of Rightside, Demand Media shall provide to Rightside copies of all other documents related to any Rightside Specific Policies or any Combined Policies (in each case, including without limitation, certificates of insurance, insurer quotes and documents provided to underwriters).

ARTICLE X.

MISCELLANEOUS

Section 10.1Complete Agreement; Construction.  This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 10.2Ancillary Agreements.  Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 10.3Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 10.4Survival of Agreements.  Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 10.5Distribution Expenses.  Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Registration Statement, the Distribution and the consummation of the transactions contemplated thereby, shall be charged to and paid by Demand Media. Such expenses shall be deemed to be Demand Media Liabilities.  Notwithstanding the foregoing, all costs and expenses incurred by Rightside in connection with a potential private placement of Rightside securities to be consummated following the Spin-Off shall be charged to and paid by Rightside, and such expenses shall be deemed to be Rightside Liabilities.  Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date.  Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

Section 10.6Notices.  All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

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To Demand Media:

Demand Media, Inc.

1655 26th Street

Santa Monica, CA 90404

Attention: Legal

Email: daniel.weinrot@demandmedia.com

Tel: (310) 394-6400

Fax: (310) 395-6249

To Rightside:

Rightside Group, Ltd.

5808 Lake Washington Blvd., Suite 300

Kirkland, Washington  98033

Attention: Legal

Email: rick@rightside.co

Tel: (425) 298-2500

Fax: (425) 298-2703

Section 10.7Waivers.  The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 10.8Amendments.  Subject to the terms of Sections 10.11 and 10.13 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 10.9Assignment.  This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchases expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 10.10Successors and Assigns.  The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 10.11Termination.  This Agreement (including Article V hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Demand Media without the approval of Rightside or the stockholders of Demand Media.  In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person.  After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties;

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provided, however, that Article V shall not be terminated or amended after the Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.

Section 10.12Subsidiaries.  Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.

Section 10.13Third-Party Beneficiaries.  Except (a) as provided in Section 3.12 for the release of any Person provided thereunder, (b) as provided in Article V relating to Indemnitees, and (c) as specifically provided in any Ancillary Agreement, this Agreement and the Ancillary Agreements are solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 10.14Title and Headings.  Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.15Schedules.  The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein

Section 10.16Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to Contracts made and to be performed in the state of Delaware.

Section 10.17Waiver of Jury Trial.  The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 10.18Specific Performance.  From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative.  The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 10.19Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.  The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the

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economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Demand Media, Inc.
By:	/S/ MEL TANG
Name: Mel Tang
Title: Chief Financial Officer
Rightside Group, Ltd.
By:	/S/ TARYN J. NAIDU
Name: Taryn J. Naidu
Title: Chief Executive Officer

[Signature Page to Separation and Distribution Agreement]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

RIGHTSIDE GROUP, LTD.

(a Delaware corporation)

TABLE OF CONTENTS

		Page
ARTICLE I - CORPORATE OFFICES		1
1.1	REGISTERED OFFICE	1
1.2	OTHER OFFICES	1
ARTICLE II - MEETINGS OF STOCKHOLDERS		1
2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETING	1
2.3	SPECIAL MEETING	1
2.4	ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING	2
2.5	ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS	6
2.6	NOTICE OF STOCKHOLDERS’ MEETINGS	9
2.7	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	9
2.8	QUORUM	9
2.9	ADJOURNED MEETING; NOTICE	10
2.10	CONDUCT OF BUSINESS	10
2.11	VOTING	11
2.12	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	11
2.13	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING	11
2.14	PROXIES	12
2.15	LIST OF STOCKHOLDERS ENTITLED TO VOTE	12
2.16	INSPECTORS OF ELECTION	13
ARTICLE III - DIRECTORS		13
3.1	POWERS	13
3.2	NUMBER OF DIRECTORS	14
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	14
3.4	RESIGNATION AND VACANCIES	14
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	14
3.6	REGULAR MEETINGS	14
3.7	SPECIAL MEETINGS; NOTICE	15
3.8	QUORUM	15
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	15
3.10	FEES AND COMPENSATION OF DIRECTORS	16
3.11	REMOVAL OF DIRECTORS	16
ARTICLE IV - COMMITTEES		16
4.1	COMMITTEES OF DIRECTORS	16
4.2	COMMITTEE MINUTES	16

ii

4.3	MEETINGS AND ACTION OF COMMITTEES	17
ARTICLE V - OFFICERS		17
5.1	OFFICERS	17
5.2	APPOINTMENT OF OFFICERS	17
5.3	SUBORDINATE OFFICERS	17
5.4	REMOVAL AND RESIGNATION OF OFFICERS	18
5.5	VACANCIES IN OFFICES	18
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	18
5.7	AUTHORITY AND DUTIES OF OFFICERS	18
ARTICLE VI - RECORDS AND REPORTS		18
6.1	MAINTENANCE AND INSPECTION OF RECORDS	18
6.2	INSPECTION BY DIRECTORS	19
ARTICLE VII - GENERAL MATTERS		19
7.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	19
7.2	ISSUANCE OF STOCK	19
7.3	STOCK CERTIFICATES; PARTLY PAID SHARES	19
7.4	SPECIAL DESIGNATION ON CERTIFICATES	20
7.5	LOST CERTIFICATES	20
7.6	CONSTRUCTION; DEFINITIONS; TIME PERIODS	20
7.7	DIVIDENDS	20
7.8	FISCAL YEAR	21
7.9	SEAL	21
7.10	TRANSFER OF STOCK	21
7.11	STOCK TRANSFER AGREEMENTS	21
7.12	REGISTERED STOCKHOLDERS	21
7.13	WAIVER OF NOTICE	22
7.14	EVIDENCE OF AUTHORITY	22
7.15	CERTIFICATE OF INCORPORATION	22
7.16	RELIANCE UPON BOOKS, REPORTS AND RECORDS	22
7.17	STOCKHOLDER RIGHTS PLAN	22
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION		23
8.1	NOTICE BY ELECTRONIC TRANSMISSION	23
8.2	DEFINITION OF ELECTRONIC TRANSMISSION	23
ARTICLE IX - INDEMNIFICATION		24
9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS	24
9.2	INDEMNIFICATION OF OTHERS	24
9.3	PREPAYMENT OF EXPENSES	24
9.4	DETERMINATION; CLAIM	24
9.5	INDEMNIFICATION CONTRACTS	25

9.6	NON-EXCLUSIVITY OF RIGHTS	25
9.7	INSURANCE	25
9.8	OTHER INDEMNIFICATION	25
9.9	CONTINUATION OF INDEMNIFICATION	25
9.10	AMENDMENT OR REPEAL	25
ARTICLE X - AMENDMENTS		26

AMENDED AND RESTATED

BYLAWS OF

RIGHTSIDE GROUP, LTD.

ARTICLE I - CORPORATE OFFICES

1.1REGISTERED OFFICE.

The registered office of Rightside Group, Ltd. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time.

1.2OTHER OFFICES.

The Corporation’s board of directors (the “Board”) may at any time establish other offices at any place or places.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1PLACE OF MEETINGS.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2ANNUAL MEETING.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of this Article II may be transacted.

2.3SPECIAL MEETING.

Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons.

No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

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2.4ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING

(i)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) brought before the meeting by the Corporation and specified in the notice of meeting given by or at the direction of the Board, (b) brought before the meeting by or at the direction of the Board or any committee thereof or (c) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.4 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Article II, Section 2.3 of these bylaws. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 of these bylaws.

(ii)Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4, and any such proposed business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than one hundred twentieth (120th) and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).  For purposes of the first annual meeting held after January 1, 2015, the anniversary date shall be deemed to be the second Thursday of June. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(iii)To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a)As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial

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ownership at any time in the future, (C) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, and (D) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the business proposal and/or (b) otherwise to solicit proxies or votes from stockholders in support of such business proposal (the disclosures to be made pursuant to the foregoing clauses (A) through (D) are referred to as “Stockholder Information”);

(b)As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the Corporation (“Synthetic Equity Interests”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“Short Interests”), (D) any rights to dividends on the shares of any class or series of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (E) any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any Synthetic Equity Interests or Short Interests, if any, (F)(x) if such Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Person responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, and (y) if such Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of

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such natural person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the Corporation and that reasonably could have influenced the decision of such Proposing Person to propose such business to be brought before the meeting, (G) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Persons, (H) any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (I) any pending or threatened litigation in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material transaction occurring during the prior twelve (12) months between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (K) a summary of any material discussions regarding the business proposed to be brought before the meeting (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series of the Corporation (including their names) and (L) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (L) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

(c)As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment) and (C) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder.

(iv)For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

(v)A person shall be deemed to be “Acting in Concert” with another person for purposes of these bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (A) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert

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or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, the Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(vi)A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vii)Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 2.4. The presiding officer of the meeting shall have the power and duty to, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(viii)This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(ix)For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

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(x)Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.4; provided however, that any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any other business to be considered pursuant to this Section 2.4 (including paragraph (i)(c) hereof), and compliance with paragraph (i)(c) of this Section 2.4 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the third sentence of (i), business brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 2.4 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.

2.5ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.

(i)Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board, including by any committee or persons appointed by the Board, or (c) by a stockholder who (A) was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and upon such election and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (c) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

(ii)Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. For purposes of the first annual meeting held after January 1, 2015, the anniversary date shall be deemed to be the second Thursday of June. Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (a) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4(ix) of these bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(iii)Notwithstanding anything in the second sentence of paragraph (ii)(a) of this Section 2.5 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at the annual meeting is increased effective after the time period for which

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nominations would otherwise be due under paragraph (ii)(a) of this Section 2.5 and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.5 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public disclosure is first made by the Corporation.

(iv)To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a)As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” and “nomination” shall be substituted for the term “business” in all places it appears in Section 2.4(iii)(a);

(b)As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” and “nomination” shall be substituted for the term “business” in all places it appears in Section 2.4(iii)(b) and the disclosure in clause (L) of Section 2.4(iii)(b) shall be made with respect to the election of directors at the meeting);

(c)As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in Section 2.4(v) of these bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(vii); and

(d)The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

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(v)For purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such stockholder or beneficial owner and (iv) any other person with whom such stockholder or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.

(vi)A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vii)Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 2.5. The presiding officer at the meeting shall have the power and duty, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.5, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(viii)To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.5) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in form provided by the Secretary upon written request) that such proposed nominee (A) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (C) in such proposed

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nominee’s individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(ix)Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.5; provided however, that any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations to be considered pursuant to this Section 2.5 (including paragraph (i)(c) hereof), and compliance with paragraph (i)(c) of this Section 2.5 shall be the exclusive means for a stockholder to make nominations.

2.6NOTICE OF STOCKHOLDERS’ MEETINGS.

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. The notice shall specify the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

Notice of any meeting of stockholders shall be deemed given:

(i)if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s records; or

(ii)if electronically transmitted as provided in Section 8.1 of these bylaws.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8QUORUM.

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the

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election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.9ADJOURNED MEETING; NOTICE.

Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these bylaws by the chairperson of the meeting or, in the absence of such person, by any officer entitled to preside at or to act as Secretary of such meeting, or by the holders of a majority of the shares of stock present or represented at the meeting and entitled to vote, although less than a quorum. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

2.10CONDUCT OF BUSINESS.

Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. Unless otherwise approved by the chairperson of the meeting, attendance at the stockholders’ meeting is restricted to stockholders of record, persons authorized in accordance with Section 2.14 of these bylaws to act by proxy, and officers of the Corporation. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson shall also conduct the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward all those entitled to take part. Without limiting the foregoing, the chairperson may (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the presiding officer or Board, (b) restrict use of audio or video recording devices at the meeting, and (c) impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder. Should any person in attendance become unruly or obstruct the meeting proceedings, the chairperson shall have the power to have such person removed from the meeting. Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 2.10 and Sections 2.4 and 2.5 above, as applicable.

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The chairperson of a meeting may determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the provisions of this Section 2.10 and Sections 2.4 and 2.5, as applicable, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

2.11VOTING.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder, which has voting power upon the matter in question.

At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect a director. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person or by proxy and entitled to vote thereon. All voting, except where otherwise prohibited by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his, her or its proxy, a vote by ballot shall be taken. Each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting.

2.12STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Subject to the rights of the holders of any series of preferred stock then outstanding, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and the taking of any action by written consent of the stockholders is specifically denied.

2.13RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall unless otherwise required by law not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If the Board does not so fix a record date:

(i)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which

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notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(a)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

2.14PROXIES.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of a telegram, cablegram or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder.

2.15LIST OF STOCKHOLDERS ENTITLED TO VOTE.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably

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accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.16INSPECTORS OF ELECTION.

Before any meeting of stockholders, the Board may, and shall if required by law, appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The number of inspectors shall be either one (1) or three (3). The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability.

Such inspectors shall:

(i)determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii)certify their determination of the number of shares outstanding represented at the meeting;

(iii)receive votes or ballots;

(iv)hear, determine and retain for a reasonable period of record of the disposition of all challenges and questions in any way arising in connection with the right to vote;

(v)count and tabulate all votes;

(vi)determine when the polls shall close;

(vii)determine and certify the result; and

(viii)do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III  – DIRECTORS

3.1POWERS.

Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. In the event of a vacancy in the Board, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

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3.2NUMBER OF DIRECTORS.

Subject to the rights of any series of preferred stock then outstanding to elect additional directors under specified circumstances, the number of directors which shall constitute the whole Board initially shall be seven, and, thereafter shall be fixed exclusively by one or more resolutions adopted from time to time by a majority of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

3.4RESIGNATION AND VACANCIES.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Subject to the rights of the holders of any series of preferred stock then outstanding, any vacancies on the Board resulting from death, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

3.5PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.  Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6REGULAR MEETINGS.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.

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3.7SPECIAL MEETINGS; NOTICE.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of special meetings shall be:

(i)delivered personally by hand, by courier or by telephone;

(ii)sent by United States first-class mail, postage prepaid;

(iii)sent by facsimile; or

(iv)sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8QUORUM.

At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or at a meeting of a committee which authorizes a particular contract or transaction.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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3.10FEES AND COMPENSATION OF DIRECTORS.

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

3.11REMOVAL OF DIRECTORS.

Subject to the rights of the holders of any series of preferred stock then outstanding, the Board or any individual director may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”).  For purposes of this Article III, “cause” shall mean (i) the director’s conviction (treating a nolo contendere plea as a conviction) of a felony involving (a) moral turpitude or (b) a violation of federal or state securities laws, but specifically excluding any conviction based entirely on vicarious liability; (ii) the director’s commission of any material act of dishonesty resulting or intended to result in material personal gain or enrichment of such director at the expense of the Corporation or any of its subsidiaries; (iii) the director’s fraud or intentional misrepresentation, including falsifying use of funds and intentional misstatements made in financial statements, books, records or reports to stockholders or governmental agencies; (iv) the director’s material violation of any agreement between the director and the Corporation; (v) the director’s knowingly causing the Corporation to commit violations of applicable law (including by failure to act) or (vi) the director being adjudged legally incompetent by a court of competent jurisdiction.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV - COMMITTEES

4.1COMMITTEES OF DIRECTORS.

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2COMMITTEE MINUTES.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

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4.3MEETINGS AND ACTION OF COMMITTEES.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)Section 3.5 (place of meetings and meetings by telephone);

(ii)Section 3.6 (regular meetings);

(iii)Section 3.7 (special meetings and notice);

(iv)Section 3.8 (quorum);

(v)Section 7.13 (waiver of notice); and

(vi)Section 3.9 (action without a meeting),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i)the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii)special meetings of committees may also be called by resolution of the Board; and

(iii)notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V - OFFICERS

5.1OFFICERS.

The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2APPOINTMENT OF OFFICERS.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. No stockholder shall be entitled to appoint any officers.

5.3SUBORDINATE OFFICERS.

The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such

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authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. No stockholder shall be entitled to appoint any officers.

5.4REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, only by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. No stockholder shall be entitled to remove any officer.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5VACANCIES IN OFFICES.

Any vacancy occurring in any office of the Corporation shall be filled only by the Board or as provided in Section 5.2. No stockholder shall be entitled to appoint any officers.

5.6REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7AUTHORITY AND DUTIES OF OFFICERS.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE VI - RECORDS AND REPORTS

6.1MAINTENANCE AND INSPECTION OF RECORDS.

The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and

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records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal executive office.

6.2INSPECTION BY DIRECTORS.

Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

ARTICLE VII - GENERAL MATTERS

7.1EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2ISSUANCE OF STOCK.

Subject to the provisions of the certificate of incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board in such manner, for such consideration and on such terms as the Board may determine.

7.3STOCK CERTIFICATES; PARTLY PAID SHARES.

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

7.4SPECIAL DESIGNATION ON CERTIFICATES.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the voting powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such voting powers, designations, preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the voting powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such voting powers, designations, preferences and/or rights.

7.5LOST CERTIFICATES.

Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.6CONSTRUCTION; DEFINITIONS; TIME PERIODS.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. In applying any provision of these bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

7.7DIVIDENDS.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

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The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.8FISCAL YEAR.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

7.9SEAL.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.10TRANSFER OF STOCK.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

7.11STOCK TRANSFER AGREEMENTS.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.12REGISTERED STOCKHOLDERS.

The Corporation:

(i)shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii)shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii)shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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7.13WAIVER OF NOTICE.

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

7.14EVIDENCE OF AUTHORITY.

A certificate by the Secretary, an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

7.15CERTIFICATE OF INCORPORATION.

All references in these bylaws to the certificate of incorporation shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

7.16RELIANCE UPON BOOKS, REPORTS AND RECORDS.

To the fullest extent permitted by law, each director and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation as provided by law, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

7.17STOCKHOLDER RIGHTS PLAN.

The Corporation will not adopt or extend a stockholder rights plan, rights agreement or any other form of “poison pill” which is designed to make, or has the effect of making, the acquisition of large holdings of the Corporation’s stock more difficult or expensive (a “Stockholder Rights Plan”) without obtaining the prior approval of the stockholders of the Corporation by the affirmative vote of a majority of the votes cast with respect to the matter by the shares of Voting Stock represented and entitled to vote thereon at an annual or special meeting of the stockholders at which a quorum is present; provided, however, that the Corporation may adopt a Stockholder Rights Plan without such prior approval if a majority of the independent directors (as determined in accordance with applicable rules and listing requirements of the principal securities exchange, if any, on which its shares of Common Stock are then listed and any additional criteria set forth in the Corporation’s Corporate Governance Guidelines) determines in good faith that adoption of a Stockholder Rights Plan is in the best interest of stockholders under the circumstances. If a Stockholder Rights Plan is adopted without prior stockholder approval as contemplated by the preceding sentence, such plan shall expire within twelve (12) months from the date of adoption unless, prior to such date, it is approved by the affirmative vote of a majority of the votes cast with respect to the matter by the shares of Voting Stock represented and entitled to vote thereon at an annual or special meeting of the stockholders at which a quorum is present. For purposes of this Section

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7.17, a “majority of the votes cast” means that the number of votes cast “for” approval of a Stockholder Rights Plan exceeds the number of votes cast “against” approval of a Stockholder Rights Plan.

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION

8.1NOTICE BY ELECTRONIC TRANSMISSION.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i)the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and

(ii)such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii)if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv)if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2DEFINITION OF ELECTRONIC TRANSMISSION.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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ARTICLE IX - INDEMNIFICATION

9.1INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized in the specific case by the Board.

9.2INDEMNIFICATION OF OTHERS.

The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

9.3PREPAYMENT OF EXPENSES.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

9.4DETERMINATION; CLAIM.

If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

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9.5INDEMNIFICATION CONTRACTS.

The Board is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board so determines, greater than, those provided for in this Article IX.

9.6NON-EXCLUSIVITY OF RIGHTS.

The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.7INSURANCE.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

9.8OTHER INDEMNIFICATION.

The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

9.9CONTINUATION OF INDEMNIFICATION.

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.

9.10AMENDMENT OR REPEAL.

The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or

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modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

ARTICLE X - AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter or repeal these bylaws of the Corporation. In addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, the certificate of incorporation or any certificate of designation, the stockholders may make, alter or repeal the bylaws of the Corporation only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all the then-outstanding shares of the Voting Stock.

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RIGHTSIDE GROUP, LTD.

CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Rightside Group, Ltd., a Delaware corporation, and that the foregoing bylaws were amended and restated on July 31, 2014 by the Corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 31st day of July, 2014.

/s/ RICHARD DANIS

Richard Danis

Secretary

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

DEMAND MEDIA, INC.

and

RIGHTSIDE GROUP, LTD.

dated as of

August 1, 2014

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Certain Definitions	2
Section 1.2	Interpretation	4
ARTICLE II
SERVICES
Section 2.1	Rightside Services	5
Section 2.2	Demand Media Services	6
Section 2.3	Additional Rightside Services	6
Section 2.4	Additional Demand Media Services	7
Section 2.5	No Violations	7
Section 2.6	Third-Party Providers	7
Section 2.7	Independent Contractor	8
Section 2.8	Employees and Representatives	9
Section 2.9	Access	9
Section 2.10	Service Managers; Disputes	9
ARTICLE III
PAYMENT
Section 3.1	Pricing	10
Section 3.2	Taxes	10
Section 3.3	Billing and Payment	11
Section 3.4	Budgeting and Accounting	12
ARTICLE IV
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
Section 4.1	Rightside Disclaimer	12
Section 4.2	Demand Media Disclaimer	12
Section 4.3	As Is; Where Is	12
ARTICLE V
INDEMNIFICATION; LIMITATION OF LIABILITY
Section 5.1	Indemnification by Rightside	12
Section 5.2	Indemnification by Demand Media	13
Section 5.3	Limitation of Liability	13
Section 5.4	Indemnification Procedure; Other Rights	13

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ARTICLE VI
FORCE MAJEURE
Section 6.1	General	13
Section 6.2	Notice	14
Section 6.3	Subcontractors; Fees	14
Section 6.4	Limitations	15
ARTICLE VII
TERM AND TERMINATION
Section 7.1	Term of Services	15
Section 7.2	Term and Termination of Agreement	15
ARTICLE VIII
CONFIDENTIALITY
Section 8.1	Confidentiality	16
Section 8.2	System Security	16
ARTICLE IX
MISCELLANEOUS
Section 9.1	Further Assurances	17
Section 9.2	Amendments and Waivers	17
Section 9.3	Entire Agreement	17
Section 9.4	Third-Party Beneficiaries	18
Section 9.5	Notices	18
Section 9.6	Counterparts; Electronic Delivery	18
Section 9.7	Titles and Headings	18
Section 9.8	Severability	18
Section 9.9	Assignability; Binding Effect	18
Section 9.10	Governing Law	18
Section 9.11	Construction	18
Section 9.12	Performance	19
Section 9.13	Title and Headings	19
Section 9.14	Exhibits	19

Exhibit A— Rightside Services

Exhibit B— Demand Media Services

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FORM OF

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of August 1, 2014, by and between Demand Media, Inc., a Delaware corporation (“Demand Media”), and Rightside Group, Ltd., a Delaware corporation (“Rightside”).  Demand Media and Rightside are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, Demand Media, acting through its direct and indirect Subsidiaries, owns and conducts the Demand Media Business and the Rightside Business;

WHEREAS, Demand Media and Rightside have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), pursuant to which Demand Media will be separated into two independent publicly-traded companies:  (a) Rightside, which, following consummation of the transactions contemplated by the Separation Agreement, will own, operate and conduct the Rightside Business, and (b) Demand Media, which, following the consummation of the transactions contemplated by the Separation Agreement, will own, operate and conduct the Demand Media Business;

WHEREAS, in connection with the Spin-Off, Rightside desires to procure certain services from Demand Media, and Demand Media is willing to provide such services to Rightside, during a transition period commencing on the Distribution Date, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in connection with the Spin-Off, Demand Media desires to procure certain services from Rightside, and Rightside is willing to provide such services to Demand Media, during a transition period commencing on the Distribution Date, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, each Party desires to set forth in this Agreement the principal terms and conditions pursuant to which it will provide or receive such services; and

WHEREAS, the execution of this Agreement by the Parties is a condition precedent to the consummation of the transactions contemplated by the Separation Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Certain Definitions.  Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Separation Agreement.  As used in this Agreement (including in Exhibit A and Exhibit B), the following capitalized terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described:

“Additional Demand Media Services” has the meaning set forth in Section 2.4.

“Additional Demand Media Third-Party Providers” has the meaning set forth in Section 2.6(c).

“Additional Interest” has the meaning set forth in Section 3.3(e).

“Additional Rightside Services” has the meaning set forth in Section 2.3.

“Additional Rightside Third-Party Providers” has the meaning set forth in Section 2.6(b).

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Agreement Disputes “ has the meaning set forth in the Separation Agreement.

“Agreement Term” has the meaning set forth in Section 7.2.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq., as amended.

“Business Day” has the meaning set forth in the Separation Agreement.

“Contract” has the meaning set forth in the Separation Agreement.

“Demand Media” has the meaning set forth in the preamble to this Agreement.

“Demand Media Business” has the meaning set forth in the Separation Agreement.

“Demand Media Entities” has the meaning set forth in the Separation Agreement (each, a “Demand Media Entity”).

“Demand Media Indemnitees” has the meaning set forth in the Separation Agreement.

“Demand Media Payment Date” has the meaning set forth in Section 3.3(d).

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“Demand Media Service Costs” means the amounts to be paid by Demand Media to Rightside for Demand Media Services provided pursuant to this Agreement.

“Demand Media Services” means the services identified in Exhibit B.

“Demand Media Systems” has the meaning set forth in Section 8.2(b).

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Early Termination” has the meaning set forth in Section 7.1.

“Entities” has the meaning set forth in the Separation Agreement (each an “Entity”).

“Governmental Authority” has the meaning set forth in the Separation Agreement.

“Initial Service Term” has the meaning set forth in Section 7.2.

“Known Demand Media Third-Party Providers” has the meaning set forth in Section 2.6(c).

“Known Rightside Third-Party Providers” has the meaning set forth in Section 2.6(b).

“Law” has the meaning set forth in the Separation Agreement.

“Losses” has the meaning set forth in the Separation Agreement.

“Outside Initial Service Term” has the meaning set forth in Section 7.2.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Person” has the meaning set forth in the Separation Agreement.

“Rightside” has the meaning set forth in the preamble to this Agreement.

“Rightside Business” has the meaning set forth in the Separation Agreement.

“Rightside Entities” has the meaning set forth in the Separation Agreement (each, a “Rightside Entity”).

“Rightside Indemnitees” has the meaning set forth in the Separation Agreement.

“Rightside Payment Date” has the meaning set forth in Section 3.3(c).

“Rightside Service Costs” means the amounts to be paid by Rightside to Demand Media for Rightside Services provided pursuant to this Agreement.

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“Rightside Services” means the services identified in Exhibit A.

“Rightside Systems” has the meaning set forth in Section 8.2(a).

“Sales Taxes” has the meaning set forth in Section 3.2.

“Security Regulations” has the meaning set forth in Section 8.2(a).

“Separation Agreement” has the meaning set forth in the Recitals to this Agreement.

“Service Costs” means, collectively, the Rightside Service Costs and the Demand Media Service Costs.

“Service Manager” has the meaning set forth in Section 2.10.

“Services” means, collectively, the Rightside Services and the Demand Media Services.

“Spin-Off” has the meaning set forth in the Separation Agreement.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“Third-Party Products and Services” has the meaning set forth in Section 2.6(a).

“Third-Party Providers” has the meaning set forth in Section 2.6(a).

Section 1.2Interpretation.  In this Agreement, unless the context clearly indicates otherwise:

(a)words used in the singular include the plural and words used in the plural include the singular;

(b)the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(c)the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(d)relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(e)accounting terms used herein shall have the meanings historically ascribed to them by Demand Media and its Subsidiaries, including Rightside, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(f)all references herein to Articles, Sections, paragraphs, subparagraphs, clauses or Exhibits shall be deemed references to Articles, Sections, paragraphs, subparagraphs or clauses of, or Exhibits to, this Agreement;

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(g)reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h)reference to any Law means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i)references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person’s “Subsidiaries” shall be deemed to mean such Person’s Subsidiaries following the Distribution, and any reference to a third party shall be deemed to mean a Person who is not a Party or a Subsidiary of a Party;

(j)if there is any conflict between the provisions of the main body of this Agreement and Exhibit A or Exhibit B, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in Exhibit A or Exhibit B, as applicable;

(k)if there is any conflict between the provisions of this Agreement and the Separation Agreement, the provisions of this Agreement shall control (but only with respect to the subject matter hereof) unless explicitly stated otherwise herein; and

(l)any portion of this Agreement obligating a Party to take any action or to refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or to refrain from taking such action, as the case may be.

ARTICLE II

SERVICES

Section 2.1Rightside Services.

(a)Except as otherwise set forth in Exhibit A, Demand Media shall use commercially reasonable efforts to provide (or cause another applicable Demand Media Entity to provide) to Rightside (or another applicable Rightside Entity) each Rightside Service in a manner, scope, nature, timeliness and quality consistent with the manner, scope, nature, timeliness and quality in which such Rightside Service (i) was provided to Rightside (or such other applicable Rightside Entity) prior to the Distribution Date by Demand Media (or such other applicable Demand Media Entity) and (ii) is provided after the Distribution Date by Demand Media (or such other applicable Demand Media Entity) for its own business.

(b)For those services provided to Rightside prior to the Distribution Date, Rightside shall use the Rightside Services for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such services have been used immediately prior to the Distribution Date; provided that Exhibit A shall control the scope of, and any limitation on, the Rightside Services to be provided (to the extent set forth therein) including any Rightside Services that were not

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previously provided to Rightside prior to the Distribution Date, unless otherwise agreed in writing.

(c)Rightside agrees to use commercially reasonable efforts to reduce or eliminate its dependency on the Rightside Services as soon as reasonably practicable; provided that Rightside may utilize the Rightside Services for the periods set forth on Exhibit A, including any permitted extensions thereof approved in accordance with this Agreement.

Section 2.2Demand Media Services.

(a)Except as otherwise set forth in Exhibit B, Rightside shall use commercially reasonable efforts to provide (or cause another applicable Rightside Entity to provide) to Demand Media (or another applicable Demand Media Entity) each Demand Media Service in a manner, scope, nature, timeliness and quality consistent with the manner, scope, nature, timeliness and quality in which such Demand Media Service (i) was provided to Demand Media (or such other applicable Demand Media Entity) prior to the Distribution Date by Rightside (or such other applicable Rightside Entity) and (ii) is provided after the Distribution Date by Rightside (or such other applicable Rightside Entity) for its own business.

(b)For those services provided to Demand Media prior to the Distribution Date, Demand Media shall use the Demand Media Services for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such services have been used immediately prior to the Distribution Date; provided that Exhibit B shall control the scope of, and any limitation on, the Demand Media Services to be provided (to the extent set forth therein) including any Demand Media Services that were not previously provided to Demand Media prior to the Distribution Date, unless otherwise agreed in writing.

(c)Demand Media agrees to use commercially reasonable efforts to reduce or eliminate its dependency on the Demand Media Services as soon as reasonably practicable; provided that Demand Media may utilize the Demand Media Services for the periods set forth on Exhibit B, including any permitted extensions thereof approved in accordance with this Agreement.

Section 2.3Additional Rightside Services.  If Rightside reasonably determines that additional transition services not listed in Exhibit A are necessary to conduct the Rightside Business after the Distribution Date, Rightside shall provide written notice to Demand Media requesting Demand Media (i) to provide additional (including as to volume, amount, level or frequency, as applicable) or different services which Demand Media is not expressly obligated to provide under this Agreement if such services are of the type and scope provided by Demand Media (or other Demand Media Entity) (including any employee of Demand Media or such other Demand Media Entity) for Rightside prior to the Distribution Date, or (ii) expand the scope of any Rightside Service (such additional or expanded services, the “Additional Rightside Services”).  Demand Media shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Rightside Service; provided that neither Demand Media nor any other Demand Media Entity shall be obligated to perform any Additional Rightside Services if Demand Media or such other Demand Media Entity, in its reasonable

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judgment, does not have adequate resources to perform such Additional Rightside Services or if the provision of such Additional Rightside Services would interfere with the operation of the Demand Media Business.  Demand Media shall notify Rightside within ten (10) Business Days of receipt of such request as to whether it will or will not provide the Additional Rightside Services.  If Demand Media agrees to provide Additional Rightside Services pursuant to this Section 2.3, then the Parties shall in good faith negotiate the terms of a supplement to Exhibit A which will describe in reasonable detail the service, project scope, term, price and payment terms to be charged for each Additional Rightside Service.  Once agreed to in writing, the supplement to Exhibit A shall be deemed part of this Agreement as of such date, and the Additional Rightside Services shall be deemed “Rightside Services” provided hereunder, in each case subject to the terms and conditions of this Agreement.

Section 2.4Additional Demand Media Services.  If Demand Media reasonably determines that additional transition services not listed in Exhibit B are necessary to conduct the Demand Media Business after the Distribution Date, Demand Media shall provide written notice to Rightside requesting Rightside (i) to provide additional (including as to volume, amount, level or frequency, as applicable) or different services which Rightside is not expressly obligated to provide under this Agreement if such services are of the type and scope provided by Rightside (or other Rightside Entity) (including any employee of Rightside or such other Rightside Entity) for Demand Media prior to the Distribution Date, or (ii) expand the scope of any Demand Service (such additional or expanded services, the “Additional Demand Media Services”).  Rightside shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Demand Media Service; provided that neither Rightside nor any other Rightside Entity shall be obligated to perform any Additional Demand Media Services if Rightside or such other Rightside Entity, in its reasonable judgment, does not have adequate resources to perform such Additional Demand Media Services or if the provision of such Additional Demand Media Services would interfere with the operation of the Rightside Business.  Rightside shall notify Demand Media within ten (10) Business Days of receipt of such request as to whether it will or will not provide the Additional Demand Media Services.  If Rightside agrees to provide Additional Demand Media Services pursuant to this Section 2.4, then the Parties shall in good faith negotiate the terms of a supplement to Exhibit B which will describe in reasonable detail the service, project scope, term, price and payment terms to be charged for each Additional Demand Media Service.  Once agreed to in writing, the supplement to Exhibit B shall be deemed part of this Agreement as of such date, and the Additional Demand Media Services shall be deemed “Demand Media Services” provided hereunder, in each case subject to the terms and conditions of this Agreement.

Section 2.5No Violations.  Notwithstanding anything to the contrary in this Agreement, neither Party (nor any Entity affiliated with such Party) shall be required to perform Services hereunder or to take any actions relating thereto that conflict with or violate any applicable Law or any material Contract, sublicense, authorization, certification or permit.

Section 2.6Third-Party Providers.

(a)Each Party shall use commercially reasonable efforts to obtain any required consents, licenses or approvals of the providers (“Third-Party Providers”) of any products or services required to be used in providing any Services pursuant to this Agreement

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(“Third-Party Products and Services”).  The Parties understand and agree that provision of any Services requiring the use of any Third-Party Products and Services shall be subject to receipt of any required consents, licenses or approvals of the applicable Third-Party Providers.

(b)With respect to each Rightside Service, (i) Rightside hereby consents to Demand Media’s use of any Third-Party Provider(s) named in Exhibit A with respect to such Rightside Service (“Known Rightside Third-Party Providers”) and (ii) if, after the date of this Agreement, Demand Media reasonably determines that it requires the use of Third-Party Providers in addition to the Known Rightside Third-Party Providers (“Additional Rightside Third-Party Providers”) in providing such Rightside Service, the use of such Additional Rightside Third-Party Providers shall require the written consent of Rightside’s Service Coordinator and, subject to Section 2.6(d), such consent will not be unreasonably withheld, conditioned or delayed.

(c)With respect to each Demand Media Service, (i) Demand Media hereby consents to Rightside’s use of any Third-Party Provider(s) named in Exhibit B with respect to such Demand Media Service (“Known Demand Media Third-Party Providers”) and (ii) if, after the date of this Agreement, Rightside reasonably determines that it requires the use of Third-Party Providers in addition to the Known Demand Media Third-Party Providers (“Additional Demand Media Third-Party Providers”) in providing such Demand Media Service, the use of such Additional Demand Media Third-Party Providers shall require the written consent of Demand Media’s Service Coordinator and, subject to Section 2.6(d), such consent will not be unreasonably withheld, conditioned or delayed.

(d)Notwithstanding the foregoing, in those instances in which the use of Third-Party Products and Services will require payment of additional consideration by either Party and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A or Exhibit B, as applicable) or has not been previously agreed by the Parties, then (x) in connection with the provisions of the Rightside Services: (i) Demand Media will provide Rightside with ten (10) Business Days’ prior written notice detailing the amount of such additional consideration and (ii) Rightside will then have the option to (A) procure its own Third Party Products and Services at its own expense or (B) authorize Demand Media to incur the required additional consideration on its behalf and at Rightside’s expense and such additional consideration will be deemed a Rightside Service Cost under this Agreement, and (y) in connection with the provisions of the Demand Media Services by Rightside (i) Rightside will provide Demand Media with ten (10) Business Days’ prior written notice detailing the amount of such additional consideration and (ii) Demand Media will then have the option to (A) procure its own Third Party Products and Services at its own expense or (B) authorize Rightside to incur the required additional consideration on its behalf and at Demand Media’s expense and such additional consideration will be deemed a Demand Media Service Cost under this Agreement

Section 2.7Independent Contractor.  Each Party (and each applicable Entity affiliated with such Party) shall act under this Agreement solely as an independent contractor, and not as an agent, of the other Party (and each applicable Entity affiliated with such other Party).

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Section 2.8Employees and Representatives.

(a)Unless otherwise agreed in writing, each employee and representative of Demand Media (or other Demand Media Entity) that provides Rightside Services to Rightside (or other Rightside Entity) pursuant to this Agreement shall (a) be deemed for all purposes to be an employee or representative of Demand Media (or such other Demand Media Entity) and not an employee or representative of Rightside (or such other Rightside Entity) and (b) be under the direction, control and supervision of Demand Media (or such other Demand Media Entity), and Demand Media (or such other Demand Media Entity) shall have the sole right to exercise all authority with respect to the employment (including termination of employment) and assignment of such employee or representative and shall have the sole responsibility to pay for all personnel and other related expenses, including salary or wages, of such employee or representative.

(b)Unless otherwise agreed in writing, each employee and representative of Rightside (or other Rightside Entity) that provides Demand Media Services to Demand Media (or other Demand Media Entity) pursuant to this Agreement shall (a) be deemed for all purposes to be an employee or representative of Rightside (or such other Rightside Entity) and not an employee or representative of Demand Media (or such other Demand Media Entity) and (b) be under the direction, control and supervision of Rightside (or such other Rightside Entity), and Rightside (or such other Rightside Entity) shall have the sole right to exercise all authority with respect to the employment (including termination of employment) and assignment of such employee or representative and shall have the sole responsibility to pay for all personnel and other related expenses, including salary or wages, of such employee or representative.

Section 2.9Access.

(a)Rightside shall provide (or cause any other applicable Rightside Entity to provide) Demand Media (or any other applicable Demand Media Entity) such reasonable access to the employees, representatives, facilities and books and records of Rightside (or such other Rightside Entity) as Demand Media (or such other Demand Media Entity) shall reasonably request in order to enable Demand Media (or such other Demand Media Entity) to provide any Rightside Service required under this Agreement.  Demand Media (or any other applicable Demand Media Entity) receiving access pursuant to this Section 2.9 must conform with the confidentiality and security provisions in Article VIII, as applicable.

(b)Demand Media shall provide (or cause any other applicable Demand Media Entity to provide) Rightside (or any other applicable Rightside Entity) such reasonable access to the employees, representatives, facilities and books and records of Demand Media (or such other Demand Media Entity) as Rightside (or such other Rightside Entity) shall reasonably request in order to enable Rightside (or such other Rightside Entity) to provide any Demand Media Service required under this Agreement.  Rightside (or any other applicable Rightside Entity) receiving access pursuant to this Section 2.9 must conform with the confidentiality and security provisions in Article VIII, as applicable.

Section 2.10Service Managers; Disputes.  Each Party shall appoint a representative to act as the primary contact with respect to the provision of the Services (each such person, a “Service Manager”).  The initial Service Coordinator for Rightside shall be Matt Delgado, or any subsequent designee notified by Rightside to Demand Media in writing, and the initial Service Manager for Demand Media shall be Daniel Weinrot, or any subsequent designee notified by

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Demand Media to Rightside in writing. The Service Managers shall meet as expeditiously as possible to resolve any dispute under this Agreement (including, but not limited to, any disputes relating to payments under Article III) within thirty (30) calendar days of identification of such dispute.  To the extent that the Service Managers are unable to resolve such dispute within thirty (30) calendar days, the Service Managers shall refer such dispute to the senior financial officer of each Party who shall attempt to resolve any such disputes within ten (10) Business Days, and any dispute that is not resolved by the senior financial officers within ten (10) Business Days shall be deemed an Agreement Dispute under the Separation Agreement and shall be resolved in accordance with the dispute resolution procedures set forth in Article 8 of the Separation Agreement.  Each Party may treat an act of the other Party’s Service Manager as being authorized by such other Party without inquiring whether such Service Manager had authority to so act; provided that no Service Manager shall have authority to amend this Agreement.  Each Party shall advise the other Party promptly in writing of any change in its respective Service Manager, setting forth the name of the replacement Service Manager, and stating that the replacement Service Manager is authorized to act for such Party in accordance with this Section 2.10.

ARTICLE III

PAYMENT

Section 3.1Pricing.

(a)Each Rightside Service provided by Demand Media (or other applicable Demand Media Entity) shall be charged to Rightside at the fees for such Rightside Service set forth in, or otherwise as determined in accordance with, Exhibit A, and the Rightside Service Costs shall be payable by Rightside in the manner set forth in Section 3.3.

(b)Each Demand Media Service provided by Rightside (or other applicable Rightside Entity) shall be charged to Demand Media at the fees for such Demand Media Service set forth in, or otherwise as determined in accordance with, Exhibit B, and the Demand Media Service Costs shall be payable by Demand Media in the manner set forth in Section 3.3.

Section 3.2Taxes.  The Parties acknowledge that fees charged for Services may be subject to goods and service taxes, value added taxes, sales and use taxes or similar taxes (collectively, “Sales Taxes”).  With respect to each Service provided under this Agreement, (a) (i) Demand Media shall be liable for reporting and paying the Sales Taxes or any other applicable taxes imposed on fees received for providing such Rightside Service and (ii) Rightside shall be liable for reporting and paying the Sales Taxes or any other applicable taxes imposed on fees received for providing such Demand Media Service; and (b) (i) Rightside shall reimburse Demand Media for the amount of such Sales Taxes paid on fees received for providing such Rightside Service and (ii) Demand Media shall reimburse Rightside for the amount of such Sales Taxes paid on fees received for providing such Demand Media Service.  Rightside shall be liable for any applicable use taxes imposed on Rightside Services received and Demand Media shall be liable for any applicable use taxes imposed on Demand Media Services received.

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Section 3.3Billing and Payment.

(a)Rightside Billing.  Within fifteen (15) calendar days after the end of each month, Demand Media will invoice Rightside for the applicable Rightside Service Costs on a monthly basis, in arrears, for the prior month just ended.  The invoice shall set forth in reasonable detail for the period covered by such invoice (i) the Rightside Services rendered, (ii) the Rightside Service Costs for each type of Rightside Service provided and (iii) such additional information as may be reasonably requested by Rightside.

(b)Demand Media Billing.  Within fifteen (15) calendar days after the end of each month, Rightside will invoice Demand Media for the applicable Demand Media Service Costs on a monthly basis, in arrears, for the prior month just ended.  The invoice shall set forth in reasonable detail for the period covered by such invoice (i) the Demand Media Services rendered, (ii) the Demand Media Service Costs for each type of Demand Media Service provided and (iii) such additional information as may be reasonably requested by Demand Media.

(c)Rightside Payment.  Rightside agrees to pay all of the Rightside Service Costs on or before thirty (30) calendar days after the date on which an invoice for Rightside Service Costs is delivered to Rightside (the “Rightside Payment Date”) by check, wire transfer or ACH of immediately available funds to an account designated in writing from time to time by Demand Media.

(d)Demand Media Payment.  Demand Media agrees to pay all of the Demand Media Service Costs on or before thirty (30) calendar days after the date on which an invoice for Demand Media Service Costs is delivered to Demand Media (the “Demand Media Payment Date”) by check, wire transfer or ACH of immediately available funds to an account designated in writing from time to time by Rightside.

(e)Netting of Payments; Late Payments.  The Parties may agree in advance to net any amount owed by one Party to the other; provided that neither Party shall be obligated to agree to net any amounts owed.  If a Party fails to pay any monthly payment on or before the Rightside Payment Date or the Demand Media Payment Date, as applicable, such Party shall be obligated to pay, in addition to the amount due pursuant to such invoice, interest on such amount at a rate per annum equal to 3% (“Additional Interest”); provided that if the Parties agree to a net amount owed by one Party to the other with respect to Service Costs in any monthly period, the Party to whom such net amount is owed shall not be liable for Additional Interest.  Unless otherwise agreed in writing between the Parties, all payments made pursuant to this Agreement shall be made in U.S. dollars.

(f)Dispute Resolution.  Notwithstanding the foregoing, if a Party in good faith disputes any invoiced charge, payment of such charge shall be made only after mutual resolution of such dispute.  Each Party agrees to notify the other Party promptly, and in no event later than the Rightside Payment Date or the Demand Media Payment Date, as applicable, of any disputed charge.  Additional Interest shall not accrue on any amount in dispute, and no default shall be alleged until after the Rightside Payment Date or the Demand Media Payment Date, as applicable.

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(g)Books & Records.  During the Agreement Term, pursuant to Section 2.9, each Party shall keep such books, records and accounts as are reasonably necessary to verify the calculation of the fees and related expense for Services provided hereunder.  Each Party shall provide documentation supporting any amounts invoiced pursuant to this Section 3.3 as the other Party may from time to time reasonably request.  Each Party shall have the right to review such books, records and accounts at any time during normal business hours upon reasonable written notice, and each Party agrees to conduct any such review in a manner so as not to unreasonably interfere with the other Party’s normal business operations.

Section 3.4Budgeting and Accounting.  Upon reasonable request, each Party will cooperate with the other Party with respect to budgeting and accounting matters relating to the Services, including providing estimates of the costs and duration of future Services provided for hereunder.

ARTICLE IV

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

Section 4.1Rightside Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.1, RIGHTSIDE ACKNOWLEDGES AND AGREES THAT DEMAND MEDIA (AND EACH DEMAND MEDIA ENTITY) MAKES NO REPRESENTATIONS OR WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER.

Section 4.2Demand Media Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.2, DEMAND MEDIA ACKNOWLEDGES AND AGREES THAT RIGHTSIDE (AND EACH RIGHTSIDE ENTITY) MAKES NO REPRESENTATIONS OR WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER.

Section 4.3As Is; Where Is.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES (AND ANY RELATED PRODUCTS, IF ANY) TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS.

ARTICLE V

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 5.1Indemnification by Rightside.  Rightside, and on behalf of each other Rightside Entity, hereby agrees to indemnify, defend and hold harmless the Demand Media Indemnitees from and against any and all Losses relating to, arising out of or resulting from Rightside’s gross negligence, willful misconduct or bad faith in the performance of its obligations hereunder, or a material breach of this Agreement, other than to the extent such

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Losses are attributable to the gross negligence, willful misconduct, bad faith or material breach of this Agreement by Demand Media or any other Demand Media Entity.

Section 5.2Indemnification by Demand Media.  Demand Media, and on behalf of each other Demand Media Entity, hereby agrees to indemnify, defend and hold harmless the Rightside Indemnitees from and against any and all Losses relating to, arising out of or resulting from Demand Media’s gross negligence, willful misconduct or bad faith in the performance of its obligations hereunder, or a material breach of this Agreement, other than to the extent such Losses are attributable to the gross negligence, willful misconduct, bad faith or material breach of this Agreement by Rightside or any other Rightside Entity.

Section 5.3Limitation of Liability.

(a)IN NO EVENT SHALL ANY PARTY, NOR ANY ENTITY AFFILIATED WITH SUCH PARTY, NOR ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE OR AGENT THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE OTHER PARTY (OR ANY DEMAND MEDIA INDEMNITEES OR RIGHTSIDE INDEMNITEES, AS APPLICABLE) FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH PERSON UNDER THIS AGREEMENT, WHETHER OR NOT SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT ANY SUCH AMOUNT IS PAID TO A THIRD PARTY BY THE INDEMNIFIED PARTY OR ANY OF ITS AFFILIATES.

(b)THE LIABILITIES OF ONE PARTY (AND THE ENTITIES AFFILIATED WITH SUCH PARTY) TO THE OTHER PARTY (AND THE ENTITIES AFFILIATED WITH SUCH OTHER PARTY) UNDER THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE APPLICABLE TOTAL AMOUNT PAID FOR SERVICES RENDERED UNDER THIS AGREEMENT TO THE OTHER PARTY AND THE ENTITIES AFFILIATED WITH SUCH OTHER PARTY.

Section 5.4Indemnification Procedure; Other Rights.  All claims for indemnification pursuant to Section 5.1 or Section 5.2 herein shall be made in accordance with the procedures set forth in Section 5.3 of the Separation Agreement and shall be subject to Section 5.4, Section 5.5 and Section 5.6 of the Separation Agreement.

ARTICLE VI

FORCE MAJEURE

Section 6.1General.

(a)If Demand Media (or any other Demand Media Entity) is prevented from or delayed in complying, in whole or in part, with any of the terms or provisions of this

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Agreement by reason of fire, flood, storm, earthquake, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, act of God, or act, omission or delay in acting by any Governmental Authority or by Rightside (or any other Rightside Entity) or any other cause, whether or not of a class or kind listed in this sentence, which is beyond the reasonable control of Demand Media (or any other applicable Demand Media Entity), then upon notice to Rightside pursuant to Section 6.2(a), the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, Demand Media (and any other applicable Demand Media Entity) shall have no liability to Rightside (or any other Rightside Entity) in connection therewith.

(b)If Rightside (or any other Rightside Entity) is prevented from or delayed in complying, in whole or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, earthquake, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, act of God, or act, omission or delay in acting by any Governmental Authority or by Demand Media (or any other Demand Media Entity) or any other cause, whether or not of a class or kind listed in this sentence, which is beyond the reasonable control of Rightside (or any other applicable Rightside Entity), then upon notice to Demand Media pursuant to Section 6.2(b), the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, Rightside (and any other applicable Rightside Entity) shall have no liability to Demand Media (or any other Demand Media Entity) in connection therewith.

Section 6.2Notice.

(a)Upon becoming aware of a disability causing a delay in the performance or preventing performance of any Services to be provided by Demand Media (or another Demand Media Entity) under this Agreement, Demand Media shall promptly notify Rightside in writing of the existence of such disability and the anticipated duration of the disability.

(b)Upon becoming aware of a disability causing a delay in the performance or preventing performance of any Services to be provided by Rightside (or another Rightside Entity) under this Agreement, Rightside shall promptly notify Demand Media in writing of the existence of such disability and the anticipated duration of the disability.

Section 6.3Subcontractors; Fees.  Either Party shall have the right, but not the obligation, to hire or engage one or more subcontractors to perform the Services affected by the disability for the duration of the period during which such disability delays or prevents the performance of such Services by the other Party hereunder, it being agreed that the fees paid or payable under this Agreement with respect to the Services affected by the disability shall be

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reduced (or refunded or abated, if applicable) on a dollar-for-dollar basis for all amounts paid by such Party to any applicable subcontractors; provided that the non-performing Party shall not be responsible for the amount of fees charged by any such subcontractors to perform such Services to the receiving Party to the extent they exceed the fees payable under this Agreement for such Services.

Section 6.4Limitations.  Each Party shall use its commercially reasonable efforts to promptly remove any disability under Section 6.1 as soon as possible; provided that nothing in this Article VI will be construed to require the settlement of any lawsuit or other legal proceeding, strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party, are contrary to its interest.  It is understood that the settlement of a lawsuit or other legal proceeding, strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected Party.

ARTICLE VII

TERM AND TERMINATION

Section 7.1Term of Services.  Subject to the penultimate sentence of Section 7.2 and except as otherwise set forth in Exhibit A, each of the Services shall be provided for the term specified in Section 7.2; provided that either receiving Party shall have the right to terminate one or more of the Services that it receives under this Agreement at the end of a designated month but prior to the expiration of its Initial Service Term (as defined below) (“Early Termination”) by giving the providing Party with prior written notice of Early Termination in the time frame contemplated under the “Duration” heading as set forth on each section of Exhibit A or Exhibit B, as applicable.  Except as otherwise agreed, each Service may only be terminated in whole, and partial termination of a Service shall not be permitted without the prior approval of providing Party, such approval not to be unreasonably withheld or delayed.  The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination.

Section 7.2Term and Termination of Agreement.  This Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1 or (b) the expiration of the initial term (the “Initial Service Term”) for each of the Services set forth on Exhibit A or Exhibit B, as applicable, that have a duration of eighteen (18) months (the “Outside Initial Service Term”); provided that either Party shall have the right to extend the term of the applicable Services provided under this Agreement until a date mutually agreed by the Parties hereto by providing the providing Party with written notice thereof at least (i) thirty (30) calendar days for each Service with an Initial Service Term of two (2) or three (3) months, (ii) forty-five (45) calendar days for each Service with an Initial Service Term of six (6) or ten (10) months, (iii) sixty (60) calendar days for each Service with an Initial Service Term of twelve (12) months and (iv) ninety (90) calendar days for each Service with an Initial Service Term of fifteen (15) or eighteen (18) months, in each case, prior to the expiration date for each of the Services contemplated by Exhibit A and Exhibit B of this Agreement; provided further that Articles III, IV, V and VIII shall survive the termination of this Agreement, and any such termination shall not affect any payment obligation for Services rendered prior to termination.  Notwithstanding

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the foregoing:  (i) the Parties may terminate this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Bankruptcy Code.  The period from the Distribution Date to the date of termination of this Agreement in accordance with this Section 7.2 is referred to as the “Agreement Term.”

ARTICLE VIII

CONFIDENTIALITY

Section 8.1Confidentiality.  Each Party agrees that the specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith shall be Confidential Information subject to the confidentiality provisions (and exceptions thereto) set forth in Section 7.4 of the Separation Agreement.

Section 8.2System Security.

(a)If Demand Media (or another Demand Media Entity) is given access to the computer systems or software (collectively, “Rightside Systems”) of Rightside (or another Rightside Entity) in connection with the provision of a Rightside Service, Demand Media shall comply (or cause such other Demand Media Entity to comply) with all of the system security policies, procedures and requirements (collectively, “Security Regulations”) of Rightside (or such other Rightside Entity), and shall not (or shall cause such other Demand Media Entity not to) tamper with, compromise or circumvent any security or audit measures employed by Rightside (or such other Rightside Entity).  Demand Media shall (or shall cause such other Demand Media Entity to) access and use only those Rightside Systems of Rightside (or such other Rightside Entity) for which it has been granted the right to access and use.

(b)If Rightside (or another Rightside Entity) is given access to the computer systems or software (collectively, “Demand Media Systems”) of Demand Media (or another Demand Media Entity) in connection with the provision of a Demand Media Service, Rightside shall comply (or cause such other Rightside Entity to comply) with all of the Security Regulations of Demand Media (or such other Demand Media Entity), and shall not (or shall cause such other Rightside Entity not to) tamper with, compromise or circumvent any security or audit measures employed by Demand Media (or such other Demand Media Entity).  Rightside shall (or shall cause such other Rightside Entity to) access and use only those Demand Media Systems of Demand Media (or such other Demand Media Entity) for which it has been granted the right to access and use.

(c)Each Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of the applicable Entity affiliated with such Party) who are specifically authorized to have access to the Rightside Systems or the Demand Media Systems, as applicable, gain such access, and each Party shall use (and cause the Entities affiliated with such Party to use) commercially reasonable efforts to prevent unauthorized access,

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use, destruction, alteration or loss of information contained therein, including notifying its personnel (or the personnel of the applicable Entity affiliated with such Party) of the restrictions set forth in this Agreement and of the Security Regulations.

ARTICLE IX

MISCELLANEOUS

Section 9.1Further Assurances.  Subject to the limitations or other provisions of this Agreement, (a) each Party shall use, and shall cause the Entities affiliated with it to use, commercially reasonable efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of this Agreement, including using commercially reasonable efforts to perform all covenants and agreements herein applicable to such Party or any Entity affiliated with such Party and (b) neither Party will, nor will either Party allow any Entity affiliated with it to, without the prior written consent of the other Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the provision of any Services hereunder during the Agreement Term.  Without limiting the generality of the foregoing, where the cooperation of third parties would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use commercially reasonable efforts to cause such third parties to provide such cooperation.

Section 9.2Amendments and Waivers.

(a)Subject to Article V, this Agreement may be amended, modified or supplemented only by an agreement in writing signed by both Parties.

(b)Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party.  No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy.  The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 9.3Entire Agreement.  This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

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Section 9.4Third-Party Beneficiaries.  Except as provided in Article V relating to Indemnitees, this Agreement is solely for the benefit of the Parties and shall not be deemed to confer upon third parties those existing without reference to this Agreement.

Section 9.5Notices.  All notices, requests, permissions, waivers and other communications hereunder shall be provided in accordance with the provisions of Section 10.6 of the Separation Agreement.

Section 9.6Counterparts; Electronic Delivery.  This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement.  Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 9.7Titles and Headings.  Titles and headings to Sections and Articles herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.8Severability.  If any term or other provision of this Agreement or the Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal any remedy, claim, liability, reimbursement, cause of action or other right in excess of or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.  If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 9.9Assignability; Binding Effect.  Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 9.10Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 9.11Construction.  This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party.  The Parties represent that this Agreement is entered into with full consideration of any

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and all rights which the Parties may have.  The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing.  The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith.  The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement.  The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 9.12Performance.  Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 9.13Title and Headings.  Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.14Exhibits.  The Exhibits attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be signed by their authorized representatives as of the date first above written.

Demand Media, Inc.
By:	/S/ MEL TANG
Name: Mel Tang
Title: Chief Financial Officer
Rightside Group, Ltd.
By:	/S/ TARYN J. NAIDU
Name: Taryn J. Naidu
Title: Chief Executive Officer

EXHIBIT A

RIGHTSIDE SERVICES

EXHIBIT B

DEMAND MEDIA SERVICES

EX-10.2

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

DEMAND MEDIA, INC.

AND

RIGHTSIDE GROUP, LTD.

DATED AS OF AUGUST 1, 2014

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (the “Agreement”) is entered into as of August 1, 2014, by and between Demand Media, Inc., a Delaware corporation (“Demand Media”), and Rightside Group, Ltd., a Delaware corporation (“Rightside”), each a “Party” and together, the “Parties.”

RECITALS:

WHEREAS, Rightside is and prior to the Distribution will be a wholly owned subsidiary of Demand Media;

WHEREAS, the Board of Directors of Demand Media has determined that it is in the best interests of Demand Media and its stockholders to separate the business of Rightside and the Rightside Subsidiaries, all as more fully described in the Registration Statement, from Demand Media’s other businesses on the terms and conditions set forth herein;

WHEREAS, to effect this separation, the Parties are entering into that certain Separation and Distribution Agreement dated as of the date hereof (as amended or otherwise modified from time to time, the “Separation Agreement”); and

WHEREAS, in connection with their entry into the Separation Agreement, Demand Media and Rightside are entering into this Agreement for the purpose of allocating between and among them certain assets, Liabilities and responsibilities with respect to certain (i) employees, (ii) compensation and benefit plans, programs and arrangements and (iii) other employee-related matters.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.1Definitions. The following capitalized terms shall have the meanings set forth below when used in this Agreement:

“Accrued PTO” means, with respect to a Demand Media Employee or a Rightside Employee, such individual’s accrued vacation and sick time, if any.

“Adjusted Exercise Price” shall have the meaning provided in Section 3.1(a)(i)(B).

“Adjusted Demand Media Option Component” shall have the meaning provided in Section 3.1(a)(i)(B).

“Adjusted Rightside Option Component” shall have the meaning provided in Section 3.1(a)(i)(B).

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“Adjusted Share Number” shall have the meaning provided in Section 3.1(a)(i)(B).

“Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person.  As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.  Unless explicitly provided herein to the contrary, for purposes of this Agreement, Demand Media shall be deemed not to be an Affiliate of Rightside or any of its Subsidiaries, and Rightside shall be deemed not to be an Affiliate of Demand Media or any of its Subsidiaries (other than Rightside and the Rightside Subsidiaries).

“Agreement” shall have the meaning provided in the preamble to this Agreement.

“Agreement Disputes” shall have the meaning provided in Section 11.18.

“Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement and the Separation Agreement) entered into by the Parties or any other Rightside Entity in connection with the transactions contemplated by the Separation Agreement, including the Transition Services Agreement, the Tax Matters Agreement, and the Intellectual Property Assignment and License Agreement.

“Auditing Party” shall have the meaning provided in Section 10.9.

“Benefit Plan” shall mean any compensation and/or benefit plan, program, arrangement, agreement or other commitment that is sponsored, maintained, entered into or contributed to by an entity or with respect to which such entity otherwise has any liability or obligation, whether fixed or contingent, including each such (i) employment, consulting, noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, sales incentive, commission, management objective program, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement or other commitment, (ii) stock option, restricted stock, stock unit, performance stock, stock appreciation, stock purchase, deferred stock or other compensatory equity or equity-based plan, program, arrangement, agreement or other commitment, (iii) savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, relocation, paid-time-off, paid-to-play, other fringe benefit and other employee compensation plan, program, arrangement, agreement or other commitment, including in each case, each “employee benefit plan” as defined in Section 3(3) of ERISA and any trust, escrow, funding, insurance or other agreement related to any of the foregoing.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in the City of New York are authorized or obligated by Law or executive order to close.

“COBRA” shall mean the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and

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as codified in Code Section 4980B and Sections 601 through 608 of ERISA, together with all regulations promulgated thereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Demand Media” shall have the meaning provided in the preamble to this Agreement.

“Demand Media 401(k) Plan” shall mean the Demand Media, Inc. 401(k) Plan.

“Demand Media Allocation Factor” shall mean the quotient obtained by dividing (i) the Demand Media Post-Separation Stock Value, by (ii) the sum of (A) the Demand Media Post-Separation Stock Value, plus (B) the product of (x) the Rightside Stock Value times (y) the Distribution Ratio.

“Demand Media Benefit Plan” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Demand Media Entity or with respect to which any Demand Media Entity otherwise has any liability or obligation, whether fixed or contingent, in any case, under which more than one service provider is eligible to receive compensation and/or benefits.

“Demand Media Cash Incentive Plans” shall have the meaning provided in Section 7.1.

“Demand Media Cafeteria Plan” shall mean the “cafeteria plan” (within the meaning of Section 125 of the Code) maintained by Demand Media.

“Demand Media Common Stock” shall mean the issued and outstanding shares of common stock, par value $0.0001 per share, of Demand Media.

“Demand Media Employee” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Demand Media Entity, is set forth on Exhibit A hereto and who, following the Effective Time, remains employed by or in service with any Demand Media Entity, including any such active employees and any such employees on approved leaves of absence.  Notwithstanding the foregoing or anything to the contrary contained herein, each of James Quandt and Shawn Colo shall be a Demand Media Employee for all purposes.

“Demand Media Employee Rightside RSU Award” shall have the meaning provided in Section 3.4(a).

“Demand Media Entities” means Demand Media and each Demand Media Subsidiary (each, a “Demand Media Entity”).

“Demand Media Equity Plans” shall mean the Demand Media, Inc. 2010 Incentive Award Plan, the Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan, as amended effective June 1, 2009 and the Demand Media, Inc. 2010 Employee Stock Purchase Plan, and any other stock option or equity incentive compensation plan or arrangement maintained by any Demand Media Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Demand Media Entity.

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“Demand Media Health and Welfare Plans” shall mean, collectively, the plans listed on Exhibit B hereto.

“Demand Media Individual Agreement” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Demand Media Entity or with respect to which any Demand Media Entity otherwise has any liability or obligation, whether fixed or contingent, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“Demand Media Option” shall mean an option to purchase shares of Demand Media Common Stock granted pursuant to any Demand Media Equity Plan.

“Demand Media Option Component” shall have the meaning provided in Section 3.1(a)(i)(A).

“Demand Media Participant” shall mean any individual who, (i) prior to the Distribution Date, is eligible to participate in one or more Demand Media Benefit Plans and has not become a Rightside Participant, and (ii) following the Distribution Date, is (A) a Demand Media Employee who is eligible to participate in one or more Demand Media Benefit Plans, (B) a Former Demand Media Employee who remains entitled to payments, benefits and/or participation under any Demand Media Benefit Plan, (C) a Former Rightside Employee who terminated employment or other service on or prior to the Distribution Date, to the extent such individual remains entitled to payments, benefits and/or participation under any Demand Media Benefit Plan, or (D) a beneficiary, dependent or alternate payee of any of the foregoing.  For the avoidance of doubt, “Demand Media Participant” shall not include any individual who becomes a Rightside Participant (or any beneficiary, dependent or alternate payee thereof) once such individual becomes a Rightside Participant.

“Demand Media Post-Separation Stock Value” shall mean the product obtained by multiplying (i) the volume weighted average per-share price of Demand Media Common Stock over a five (5)-trading day period (and, for the avoidance of doubt, such volume weighted average per share price shall be determined after giving effect to the Reverse Stock Split), based on (a) trading in the “when issued market” over the three (3)-trading-day period ending on the Distribution Date, and (b) regular trading on the primary exchange on which such stock is traded over the two (2)-trading day period ending on the second (2nd) trading day following the Distribution Date, times (ii) the Reverse Stock Split Ratio.

“Demand Media Pre-Separation Stock Value” shall mean the volume weighted average per-share price of Demand Media Common Stock trading the “regular way with due bills” over the five (5) trading-day period ending on the trading day immediately prior to the Distribution Date.

“Demand Media Ratio” shall mean the quotient obtained by dividing the Demand Media Pre-Separation Stock Value by the Demand Media Post-Separation Stock Value.

“Demand Media RSU” shall mean a restricted stock unit awarded under any Demand Media Equity Plan.

“Demand Media RSU Award” shall mean an award of Demand Media RSUs.

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“Demand Media Stock Value” means the closing per-share price of Demand Media Common Stock trading the “regular way with due bills” on the trading day immediately prior to the Distribution Date.

“Demand Media Subsidiaries” shall mean (i) each of the Persons listed on Annex 1.1(a)(i) of the Separation Agreement, (ii) except as otherwise set forth on Annex 1.1(a)(i) of the Separation Agreement, any other Person (other than any Rightside Subsidiary) that is owned, directly or indirectly (in whole or in part), by any of the Persons listed on Annex 1.1(a)(i) of the Separation Agreement prior to the Distribution and (iii) any other entity which becomes a Subsidiary of Demand Media after the Distribution.

“Distribution” shall have the meaning provided in the Separation Agreement.

“Distribution Date” shall mean such date as may be determined by the Board of Directors of Demand Media or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.

“Distribution Ratio” shall mean the quotient obtained by dividing (i) one by (ii) five.

“DOL” shall mean the U.S. Department of Labor.

“Effective Time” shall mean 4:00 p.m., New York City time, on the Distribution Date.

“EMRP” shall have the meaning provided in Section 5.5(b).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Former Demand Media Employee” shall mean (i) any Demand Media Employee and any other employee, consultant, director or other service provider who (A) terminates or has terminated his or her employment or other service relationship with any Demand Media Entity at any time, including any such individual who terminated employment or service prior to the Distribution Date, and (B) the Parties determine to be a Former Demand Media Employee in accordance with the formula set forth on Exhibit C hereto (which the Parties agree sets forth a presumptive designation of whether an individual constitutes a Former Rightside Employee or a Former Demand Media Employee) and (ii) the individuals set forth on Exhibit C hereto as “certain Former Demand Media Employees”.  For the avoidance of doubt, (x) any transfer of employment or other service relationship between the Demand Media Entities and/or the Rightside Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition and (y) the individuals set forth on Exhibit C hereto “certain Former Demand Media Employees” shall not be deemed to be Former Rightside Employees.  To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Demand Media Employee or a Former Rightside Employee.

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“Former Rightside Employee” shall mean (i) any Rightside Employee who terminates or has terminated his or her employment or other service relationship with any Rightside Entity at any time, including any such individual who terminated employment or service prior to the Distribution Date, (ii) any other employee, consultant, director or other service provider who terminates or has terminated his or her employment or other service relationship with any Demand Media Entity or Rightside Entity and whom the Parties determine to be a Former Rightside Employee in accordance with the formula set forth on Exhibit C hereto (which the Parties agree sets forth a presumptive designation of whether an individual constitutes a Former Rightside Employee or a Former Demand Media Employee) and (iii) the individuals set forth on Exhibit C hereto as “certain Former Rightside Employees”. For the avoidance of doubt, (x) any transfer of employment or other service relationship between Demand Media Entities and/or Rightside Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition and (y) the individuals set forth on Exhibit C hereto as “certain Former Rightside Employees” shall not be deemed to be Former Demand Media Employees.  To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Demand Media Employee or a Former Rightside Employee.

“Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, securities exchange (including the NYSE or Nasdaq) or other regulatory, administrative or governmental authority.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“Hiring Party” shall have such meaning as provided in Section 10.1.

“IRS” shall mean the Internal Revenue Service.

“Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States of America, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

“Liabilities” shall have such meaning as provided in the Separation Agreement.

“Nasdaq” shall mean the Nasdaq Global Select Market.

“NYSE” shall mean the New York Stock Exchange.

“Option Value” shall mean, with respect to Demand Media Options to be adjusted pursuant to either Section 3.1(a)(i)(B)(1) or Section 3(a)(ii)(B)(1), the fair value of such Demand Media Option, established by an independent third-party using a “Hull-White” valuation model.

“Participating Company” shall mean, with respect to a Demand Media Benefit Plan, any Demand Media Entity and, prior to the Distribution, each Rightside Entity, in each case, that is a participating employer in such Demand Media Benefit Plan.

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“Parties” shall have the meaning provided in the preamble to this Agreement.

“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“Registration Statement” shall mean the registration statement on Form 10 filed by Rightside with the SEC to effect the registration of the Rightside Shares pursuant to the Exchange Act.

“Reverse Stock Split” shall mean the reverse stock split of all outstanding and treasury shares of Demand Media Common Stock, at the Reverse Stock Split Ratio, to be implemented immediately following the Distribution.

“Reverse Stock Split Ratio” shall mean the quotient obtained by dividing (i) one by (ii) five.

“Rightside” shall have the meaning provided in the preamble to this Agreement.

“Rightside 401(k) Plan” shall have the meaning provided in Section 4.1(a).

“Rightside Allocation Factor” shall mean the quotient obtained by dividing (i) the product of (A) the Rightside Stock Value times (B) the Distribution Ratio, by (ii) the sum of (A) the Demand Media Post-Separation Stock Value, plus (B) the product of (x) the Rightside Stock Value times (y) the Distribution Ratio.

“Rightside Australian Health and Welfare Plans” shall have the meaning provided in Section 6.1(a).

“Rightside Benefit Plan” shall mean each Benefit Plan (i) that is not a Demand Media Benefit Plan, (ii) which is sponsored, maintained, entered into or contributed to by any Rightside Entity or with respect to which any Rightside Entity otherwise has any Liability, whether fixed or contingent, and (iii) under which more than one service provider is eligible to receive compensation and/or benefits, including the Rightside 401(k) Plan, the Rightside Equity Plan, the Rightside Cafeteria Plan, the Rightside ESPP and the Rightside Health and Welfare Plans.

“Rightside Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code) maintained by any Rightside Entity.

“Rightside Canadian Health and Welfare Plans” shall have the meaning provided in Section 6.1(b).

“Rightside Common Stock” shall mean the issued and outstanding shares of common stock, par value $0.0001 per share, of Rightside (each such share is individually referred to as a “Rightside Share”).

“Rightside Employee” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Rightside Entity, is set forth on

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Exhibit D hereto and who, following the Effective Time, remains employed by or in service with any Rightside Entity, including any such active employees and any such employees on approved leaves of absence.  Notwithstanding the foregoing or anything to the contrary contained herein, neither James Quandt nor Shawn Colo shall be a Rightside Employee.

“Rightside Entities” means Rightside and each Rightside Subsidiary (each, a “Rightside Entity”).

“Rightside Equity Plan” shall have the meaning provided in Section 3.7.

“Rightside ESPP” shall have the meaning provided in Section 3.7.

“Rightside Health and Welfare Plans” shall have the meaning provided in Section 5.1.

“Rightside Individual Agreement” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Rightside Entity or with respect to which any Rightside Entity otherwise has any liability or obligation, whether fixed or contingent, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits. Without limiting the generality of the foregoing, each of the agreements set forth on Exhibit E hereto shall constitute a Rightside Individual Agreement and all obligations and all company, employer and similar liabilities thereunder shall be solely obligations and liabilities of the Rightside Group.

“Rightside Irish Health and Welfare Plans” shall have the meaning provided in Section 6.1(c).

“Rightside Option” shall mean an option to purchase shares of Rightside Common Stock issued pursuant to the Rightside Equity Plan as part of an equitable adjustment to a Demand Media Option made in connection with the Distribution.

“Rightside Option Component” shall have the meaning provided in Section 3.1(a)(i)(A).

“Rightside Participant” shall mean any individual who is or becomes (i) a Rightside Employee who is eligible to participate in one or more Rightside Benefit Plans, (ii) a Former Rightside Employee who remains entitled to payments, benefits and/or participation under any Rightside Benefit Plan, or (iii) a beneficiary, dependent or alternate payee of any of the foregoing, in each case, beginning on the first date that such individual qualifies as a Rightside Participant in accordance with any of the foregoing.

“Rightside Ratio” shall mean the quotient obtained by dividing the Demand Media Pre-Separation Stock Value by the Rightside Stock Value.

“Rightside RSU” shall mean a restricted stock unit awarded under the Rightside Equity Plan as part of an equitable adjustment to a Demand Media RSU made in connection with the Distribution.

“Rightside RSU Award” shall mean an award of Rightside RSUs.

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“Rightside Stock Value” shall mean the volume weighted average per-share price of Rightside Common Stock over a five (5)-trading day period, based on (i) trading in the “when issued market” over the three (3)-trading-day period ending on the Distribution Date, and (ii) regular trading on the primary exchange on which such stock is traded over the two (2)-trading day period ending on the second (2nd) trading day following the Distribution Date.

“Rightside Subsidiaries” shall mean (i) each of the Persons listed on Annex 1.1(b)(i) of the Separation Agreement, (ii) except as otherwise set forth on Annex 1.1(b)(i) of the Separation Agreement, any other Person that was owned, directly or indirectly (in whole or in part) by any of the Persons listed on Annex 1.1(b)(i) of the Separation Agreement prior to the Distribution and (iii) any other entity which becomes a Subsidiary of Rightside after the Effective Time.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Separation Agreement” shall have the meaning provided in the recitals to this Agreement.

“Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity or voting interests.

“Workers’ Comp Liabilities” shall have the meaning provided in Section 5.6.

Section 1.2References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II
GENERAL PRINCIPLES

Section 2.1Post-Distribution Employment. Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (a) each Demand Media Employee shall continue to be employed or engaged at Demand Media or such other Demand Media Entity as employs or engages such Demand Media Employee as of immediately prior to the Effective Time, and (b) each Rightside Employee shall continue to be employed or engaged at Rightside or such other Rightside Entity as employs or engages such Rightside Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all Demand Media Employees are employed or engaged at a Demand Media Entity and all Rightside Employees are

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employed or engaged at a Rightside Entity, in each case, as of immediately prior to the Effective Time.

Section 2.2No Termination/Severance; No Change in Control. No Demand Media Employee or Rightside Employee shall (a) terminate employment or service or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement, or (b) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Plan or otherwise, in connection with any of the foregoing. Neither the Distribution nor any other transaction(s) contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement shall constitute or be deemed to constitute a “change in/of control,” a “liquidity or liquidation event” or any similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any Demand Media Benefit Plan or Rightside Benefit Plan.

Section 2.3Termination of Rightside Participation in Demand Media Benefit Plans; Assignment of Demand Media Individual Agreements with Rightside Participants.

(a)Except as otherwise expressly provided for in this Agreement (including with respect to participation in any Demand Media Equity Plan) or as otherwise expressly agreed to in writing between the Parties, effective as of the Effective Time, (i) Rightside and each other Rightside Entity shall cease to be a Participating Company in each Demand Media Benefit Plan (to the extent any such Rightside Entity was such a Participating Company as of immediately prior to the Distribution), and (ii) each Rightside Participant shall cease to participate in, be covered by, accrue benefits under or be eligible to contribute to any Demand Media Benefit Plan (to the extent any such Rightside Participant so participated in any Demand Media Benefit Plan as of immediately prior to the Distribution), and, in each case, Demand Media and Rightside shall take all necessary action prior to the Effective Time to effectuate each such cessation.

(b)Effective as of the Effective Time, each Demand Media Individual Agreement set forth on Exhibit F hereto is hereby transferred and assigned, without further action by any Person, to Rightside (or to such other Rightside Entity as Rightside may designate) and each such transferred agreement shall, from and after the Effective Time, constitute a Rightside Individual Agreement.

(c)From and after the Distribution Date, (A) Demand Media and/or the other Demand Media Entities shall be solely liable for, and no Rightside Entity shall have any obligation or Liability under, any Demand Media Benefit Plan or Demand Media Individual Agreement, and (B) Rightside and/or other Rightside Entities shall be solely liable for, and no Demand Media Entity shall have any obligation or Liability under, any Rightside Benefit Plan or any Rightside Individual Agreement (including any agreement that becomes a Rightside Individual Agreement pursuant to this Section 2.3).

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Section 2.4Employment Law Liabilities.

(a)Separate Employers. Subject to the provisions of ERISA and the Code, on and after the Distribution Date, each Demand Media Entity shall be a separate and independent employer from each Rightside Entity.

(b)Employment Litigation. Except as otherwise expressly provided in this Agreement, (i) Rightside and/or the other Rightside Entities shall be solely liable for, and no Demand Media Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Rightside Employees, prospective Rightside Employees and/or Former Rightside Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Rightside Entity, whether the basis for such claims arose before, on, or after the Distribution Date, and (ii) Demand Media and/or the other Demand Media Entities shall be solely liable for, and no Rightside Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Demand Media Employees, prospective Demand Media Employees and/or Former Demand Media Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Demand Media Entity, whether the basis for such claims arose before, on, or after the Distribution Date.

(c)Prior Notice of Claims Settlement. Each Party hereto shall, when applicable, notify in writing and consult with the other Party prior to making any settlement of an employee claim or an employment-related claim, for the purpose of attempting to avoid any prejudice to such other Party arising from the settlement. For the avoidance of doubt, nothing herein shall prevent any Party from settling any employment-related claim or shall confer upon any Party any rights of consent or other rights (other than to notice of proposed settlement and consultation) with respect to any employee claim against another Party.

Section 2.5Service Recognition.

(a)Pre-Distribution Service Credit. With respect to Rightside Participants, each Rightside Benefit Plan shall provide that all service, all compensation and all other benefit-affecting determinations (including with respect to vesting) that, as of immediately prior to the Effective Time, were recognized under a corresponding Demand Media Benefit Plan (or would have been recognized under a corresponding Demand Media Benefit Plan in which such Rightside Participant was eligible to participate immediately prior to the Effective Time, had such Rightside Participant actually participated in such corresponding Demand Media Benefit Plan) shall, as of immediately after the Effective Time or any subsequent effective date for such Rightside Benefit Plan, receive full recognition, credit and validity and be taken into account under such Rightside Benefit Plan to the same extent as credit was (or would have been) recognized under such Rightside Benefit Plan, except (i) to the extent that duplication of benefits would result or (ii) for benefit accrual under any defined benefit pension plan.

(b)Post-Distribution Service Credit. Except to the extent imposed by applicable Law, and except as required by Article III, (i) no Demand Media Entity shall be obligated to recognize any service of a Rightside Employee after the Distribution Date for any purpose under any

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Demand Media Benefit Plan, and (ii) no Rightside Entity shall be obligated to recognize any service of a Demand Media Employee after the Distribution Date for any purpose under any Rightside Benefit Plan; provided, however, that nothing herein shall prohibit any Demand Media Entity or any Rightside Entity from recognizing such service.

Section 2.6Reimbursement.

(a)Reimbursement of Demand Media. From time to time after the Distribution, Rightside shall promptly reimburse Demand Media, upon Demand Media’s reasonable request and the presentation by Demand Media of such substantiating documentation as Rightside shall reasonably require, for the cost of any obligations or Liabilities satisfied or assumed by a Demand Media Entity that are the responsibility of a Rightside Entity pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Demand Media not later than ninety (90) days following the date on which such obligations or Liabilities are satisfied or assumed, as applicable, by a Demand Media Entity.

(b)Reimbursement of Rightside. From time to time after the Distribution, Demand Media shall promptly reimburse Rightside, upon Rightside’s reasonable request and the presentation by Rightside of such substantiating documentation as Demand Media shall reasonably require, for the cost of any obligations or Liabilities satisfied or assumed by a Rightside Entity that are the responsibility of a Demand Media Entity pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Rightside not later than ninety (90) days following the date on which such obligations or Liabilities are satisfied or assumed, as applicable, by a Rightside Entity.

ARTICLE III
ADJUSTMENT OF DEMAND MEDIA EQUITY AWARDS; ESTABLISHMENT OF RIGHTSIDE EQUITY PLANS

Section 3.1Treatment of Outstanding Demand Media Options.

(a)Demand Media Option Adjustments.

(i)Vested Demand Media Options; Unvested Demand Media Options held by Demand Media Employees.  Subject to Sections 3.1(b), 3.3, 3.4, 3.5 and 3.6, (x) each Demand Media Option that remains outstanding and that is vested as of immediately prior to the Effective Time and (y) each Demand Media Option held by a Demand Media Employee that remains outstanding and unvested as of immediately prior to the Effective Time, in each case, shall be converted, as of immediately prior to the Effective Time, into both a Demand Media Option and a Rightside Option pursuant to the following adjustment mechanisms (and shall otherwise be subject to the same terms and conditions after the Effective Time as applicable to such Demand Media Option immediately prior to the Effective Time):

(A)Subject to Section 3.1(a)(i)(C), if the exercise price applicable to such Demand Media Option is less than or equal to one hundred twenty percent (120%) of the Demand Media Stock Value, (x) a portion of the Demand Media Option determined by multiplying the number of shares subject to the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split by the Rightside Allocation

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Factor (such product, rounded down to the nearest ten-thousandth share, the “Rightside Option Component”) shall be adjusted into a Rightside Option, and (y) a portion of the Demand Media Option determined by multiplying the number of shares subject to the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split by the Demand Media Allocation Factor (such product, rounded down to the nearest ten-thousandth share, the “Demand Media Option Component”) shall be adjusted into a Demand Media Option as follows (and each adjusted Demand Media Option shall be subject to further adjustment in accordance with the applicable Demand Media Equity Plan as a result of the Reverse Stock Split):

(1)Shares Subject to New Rightside Option. The number of shares of Rightside Common Stock subject to the new Rightside Option shall be equal to the product obtained by multiplying (x) the Rightside Option Component, times (y) the Rightside Ratio, and rounding down to the nearest whole share.

(2)Exercise Price of New Rightside Option. The per share exercise price of the new Rightside Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, by (y) the Rightside Ratio, and rounding such quotient up to the nearest whole cent.

(3)Shares Subject to Post-Distribution Demand Media Option.  The number of shares of Demand Media Common Stock subject to the post-Distribution Demand Media Option shall be equal to the product obtained by multiplying (x) the Demand Media Option Component, times (y) the Demand Media Ratio, and rounding down to the nearest whole share.

(4)Exercise Price of Post-Distribution Demand Media Option. The per share exercise price of the post-Distribution Demand Media Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the pre-Distribution Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, by (y) the Demand Media Ratio, and rounding such quotient up to the nearest whole cent.

(B)Subject to Section 3.1(a)(i)(C), if the exercise price applicable to such Demand Media Option exceeds one hundred twenty percent (120%) of the Demand Media Stock Value, (i) first, the per share exercise price of the Demand Media Option shall be reduced to an amount equal to 120% of the Demand Media Stock Value (rounded up to the nearest whole cent) (the “Adjusted Exercise Price”) and the number of shares of Demand Media Common Stock subject to the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split shall be reduced to a number of shares (rounded down to the nearest whole share) such that, when considered with the Adjusted Exercise Price, the Option Value of the Demand Media Option immediately prior to the adjustments contemplated by this Section 3.1(a)(i)(B) is approximately equivalent to the Option Value of the Demand Media Option immediately following the adjustments

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contemplated by this Section 3.1(a)(i)(B), as determined by Demand Media in its sole discretion (the “Adjusted Share Number”), and (ii) second, (x) a portion of the Demand Media Option determined by multiplying the applicable Adjusted Share Number by the Rightside Allocation Factor (such product, rounded down to the nearest ten-thousandth share, the “Adjusted Rightside Option Component”) shall be adjusted into a Rightside Option, and (y) a portion of the Demand Media Option determined by multiplying the applicable Adjusted Share Number by the Demand Media Allocation Factor (such product, rounded down to the nearest ten-thousandth share, the “Adjusted Demand Media Option Component”) shall be adjusted into a Demand Media Option as follows (and each adjusted Demand Media Option shall be subject to further adjustment in accordance with the applicable Demand Media Equity Plan as a result of the Reverse Stock Split):

(1)Shares Subject to New Rightside Option. The number of shares of Rightside Common Stock subject to the new Rightside Option shall be equal to the product obtained by multiplying (x) the Adjusted Rightside Option Component, times (y) the Rightside Ratio, and rounding down to the nearest whole share.

(2)Exercise Price of New Rightside Option. The per share exercise price of the new Rightside Option shall be equal to the quotient obtained by dividing (x) the Adjusted Exercise Price for the Demand Media Option, by (y) the Rightside Ratio, and rounding such quotient up to the nearest whole cent.

(3)Shares Subject to Post-Distribution Demand Media Option.  The number of shares of Demand Media Common Stock subject to the post-Distribution Demand Media Option shall be equal to the product obtained by multiplying (x) the Adjusted Demand Media Option Component, times (y) the Demand Media Ratio, and rounding down to the nearest whole share.

(4)Exercise Price of Post-Distribution Demand Media Option. The per share exercise price of the post-Distribution Demand Media Option shall be equal to the quotient obtained by dividing (x) the Adjusted Exercise Price for the Demand Media Option, by (y) the Demand Media Ratio, and rounding such quotient up to the nearest whole cent.

(C)Notwithstanding anything to the contrary contained in the foregoing, each Demand Media Option that, immediately prior to the Effective Time, remains outstanding and is held by any individual who is either a Former Demand Media Employee or a Former Rightside Employee, shall be adjusted, as of immediately prior to the Effective Time, solely into a Demand Media Option pursuant to the following adjustment mechanisms (and each adjusted Demand Media Option shall be subject to further adjustment in accordance with the applicable Demand Media Equity Plan as a result of the Reverse Stock Split):

(1)If the exercise price applicable to such Demand Media Option is less than or equal to one hundred twenty percent (120%) of the

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Demand Media Stock Value, the Demand Media Option shall be adjusted as follows:

(x)Shares Subject to Post-Distribution Demand Media Option. The number of shares of Demand Media Common Stock subject to the post-Distribution Demand Media Option shall be equal to the product obtained by multiplying (I) the number of shares of Demand Media Common Stock subject to the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, times (II) the Demand Media Ratio, and rounding such product down to the nearest whole share.

(y)Exercise Price of Post-Distribution Demand Media Option. The per share exercise price of the post-Distribution Demand Media Option shall be equal to the quotient obtained by dividing (I) the per share exercise price of the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, by (II) the Demand Media Ratio, and rounding such quotient up to the nearest whole cent.

(2)If the exercise price applicable to such Demand Media Option exceeds one hundred twenty percent (120%) of the Demand Media Stock Value, the Demand Media Option shall be adjusted as follows:

(x)Adjustment of Demand Media Option. The per share exercise price of the Demand Media Option shall be reduced to the Adjusted Exercise Price and the number of shares of Demand Media Common Stock subject to the Demand Media Option (immediately prior to the Effective Time and prior to the Reverse Stock Split) shall be reduced to the Adjusted Share Number for such Demand Media Option.

(y)Shares Subject to Post-Distribution Demand Media Option. The number of shares of Demand Media Common Stock subject to the post-Distribution Demand Media Option shall be equal to the product obtained by multiplying (I) the applicable Adjusted Share Number for the Demand Media Option, times (II) the Demand Media Ratio, and rounding such product down to the nearest whole share.

(z)Exercise Price of Post-Distribution Demand Media Option. The per share exercise price of the post-Distribution Demand Media Option shall be equal to the quotient obtained by dividing (I) the Adjusted Exercise Price for the Demand Media Option, by (II) the Demand Media Ratio, and rounding such quotient up to the nearest whole cent.

(ii)Unvested Demand Media Options Held by Rightside Employees.  Subject to Sections 3.1(a)(i)(C), 3.1(b), 3.3, 3.4, 3.5 and 3.6, each Demand Media Option held by a Rightside Employee that remains outstanding and unvested as of immediately prior to the Effective Time shall be converted, as of immediately prior to the Effective Time, into a Rightside

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Option, pursuant to the following adjustment mechanisms (and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Demand Media Option immediately prior to the Effective Time).

(A)If the exercise price applicable to such Demand Media Option is less than or equal to one hundred twenty percent (120%) of the Demand Media Stock Value, the Demand Media Option shall be adjusted as follows:

(1)Shares Subject to New Rightside Option. The number of shares of Rightside Common Stock subject to the new Rightside Option shall be equal to the product obtained by multiplying (x) the number of shares of Demand Media Common Stock subject to the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, times (y) the Rightside Ratio, and rounding such product down to the nearest whole share.

(2)Exercise Price of New Rightside Option. The per share exercise price of the new Rightside Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the Demand Media Option immediately prior to the Effective Time and prior to the Reverse Stock Split, by (y) the Rightside Ratio, and rounding such quotient up to the nearest whole cent.

(B)If the exercise price applicable to such Demand Media Option exceeds one hundred twenty percent (120%) of the Demand Media Stock Value, the Demand Media Option shall be adjusted as follows:

(1)Adjustment of Demand Media Option. The per share exercise price of the Demand Media Option shall be reduced to the Adjusted Exercise Price and the number of shares of Demand Media Common Stock subject to the Demand Media Option (immediately prior to the Effective Time and prior to the Reverse Stock Split) shall be reduced to the Adjusted Share Number for such Demand Media Option.

(2)Shares Subject to New Rightside Option. The number of shares of Rightside Common Stock subject to the new Rightside Option shall be equal to the product obtained by multiplying (x) the applicable Adjusted Share Number for the Demand Media Option, times (y) the Rightside Ratio, and rounding such product down to the nearest whole share.

(3)Exercise Price of New Rightside Option. The per share exercise price of the new Rightside Option shall be equal to the quotient obtained by dividing (x) the Adjusted Exercise Price for the Demand Media Option, by (y) the Rightside Ratio, and rounding such quotient up to the nearest whole cent.

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(b)           The adjustments to the Demand Media Options contemplated by this Agreement, including without limitation, adjustments to the exercise price of Demand Media Options, to the number of shares subject to Demand Media Options and with respect to conversions into Rightside Options, are all intended to comply in all respects with the requirements of Sections 409A and 424 of the Code, in each case, to the extent applicable, and all such provisions shall be interpreted and implemented in accordance with the foregoing.

Section 3.2            Treatment of Outstanding Demand Media RSUs.

(a)           Demand Media RSU Awards Held by Demand Media Employees.

(i)            Subject to Sections 3.3, 3.4, 3.5 and 3.6 (and, with respect to post-Distribution Demand Media RSUs, subject to further adjustment in accordance with the applicable Demand Media Equity Plan as a result of the Reverse Stock Split), each Demand Media RSU Award held by a Demand Media Employee that (A) was granted prior to March 1, 2014 and (B) is outstanding as of immediately prior to the Effective Time, shall be converted, as of immediately prior to the Effective Time, into both: (1) a Demand Media RSU Award that (x) covers a number of post-Distribution shares of Demand Media Common Stock determined by multiplying (I) the number of shares of Demand Media Common Stock covered by the Demand Media RSU Award immediately prior to the Effective Time and prior to the Reverse Stock Split, times (II) the Demand Media Allocation Factor, times (III) the Demand Media Ratio, and (y) is subject to the same terms and conditions after the Effective Time as applied immediately prior to the Effective Time, and (2) a Rightside RSU Award (x) that covers a number of shares of Rightside Common Stock equal to the product obtained by multiplying (I) the number of shares of Demand Media Common Stock covered by the Demand RSU Award immediately prior to the Effective Time and prior to the Reverse Stock Split, times (II) the Rightside Allocation Factor, times (III) the Rightside Ratio, and (y) that is otherwise subject to the same terms and conditions after the Effective Time as applied to such Demand Media RSU Award immediately prior to the Effective Time.

(ii)           Subject to Sections 3.3, 3.5 and 3.6 (and subject to further adjustment in accordance with the applicable Demand Media Equity Plan as a result of the Reverse Stock Split), each Demand Media RSU Award held by a Demand Media Employee that (A) was granted on or after March 1, 2014 and (B) is outstanding as of immediately prior to the Effective Time, shall be adjusted, as of immediately prior to the Effective Time, into a Demand Media RSU Award: (1) that covers a number of post-Distribution shares of Demand Media Common Stock equal to the product obtained by multiplying (x) the number of shares of Demand Media Common Stock covered by the Demand RSU Award immediately prior to the Effective Time and prior to the Reverse Stock Split, times (y) the Demand Media Ratio (rounding such product down to the nearest whole share), and (2) is otherwise subject to the same terms and conditions after the Effective Time as applied to such Demand Media RSU Award immediately prior to the Effective Time.

(b)           Demand Media RSU Awards Held by Rightside Employees.  Subject to Sections 3.3, 3.4, 3.5 and 3.6, each Demand Media RSU Award held by a Rightside Employee that is outstanding as of immediately prior to the Effective Time shall be converted, as of immediately

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prior to the Effective Time, into a Rightside RSU Award: (A) that covers a number of shares of Rightside Common Stock equal to the product obtained by multiplying (x) the number of shares of Demand Media Common Stock covered by the Demand RSU Award immediately prior to the Effective Time and prior to the Reverse Stock Split, times (y) the Rightside Ratio (rounding such product down to the nearest whole share), and (B) is otherwise subject to the same terms and conditions after the Effective Time as applied to such Demand Media RSU Award immediately prior to the Effective Time.

Section 3.3            Miscellaneous Terms.  The Distribution shall not, in and of itself, constitute a termination of employment or service for any Demand Media Employee or any Rightside Employee for purposes of any Demand Media Option, Demand Media RSU, Rightside Option or Rightside RSU, as applicable, held by such individual.  With respect to awards adjusted or granted in accordance with this Article III, (a) employment with or service to Demand Media and/or its Affiliates shall be treated as employment with or service to, as applicable, Rightside with respect to Rightside Options and Rightside RSUs held by Demand Media Employees and (b) employment with or service to Rightside and/or its Affiliates shall be treated as employment with or service to, as applicable, Demand Media with respect to Demand Media Options held by Rightside Employees.

Section 3.4            Adjustment of Certain Accelerated Vesting Provisions.

(a)           Notwithstanding the foregoing, with respect to any (i) unvested Rightside Options granted to a Demand Media Employee in accordance with Section 3.1(a)(i) and (ii) any Rightside RSU Awards granted to a Demand Media Employee in accordance with Section 3.2(a)(i) (the “Demand Media Employee Rightside RSU Awards”), in each case, if the original Demand Media Option or Demand Media RSU, as applicable (that was partially adjusted into the Rightside Option or Rightside RSU Award, as applicable), was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (x) by reference to a termination of employment or service with Demand Media and/or (y) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Demand Media Equity Plan) of Demand Media, then the Rightside Option or Rightside RSU Award, as applicable, also shall be subject to such same acceleration provisions upon the Demand Media Employee’s termination of employment or service with the relevant Demand Media Entity(ies) and/or in connection with a Change in Control of Demand Media.  In addition, any Demand Media Employee Rightside RSU Award that is outstanding immediately prior to a Rightside Change in Control (as defined in the Rightside Equity Plan) shall either (I) accelerate and vest in full immediately prior to such Rightside Change in Control and be settled in Rightside Common Stock immediately prior to such Rightside Change in Control, or (II) receive payment in cash or cash equivalents on the applicable post-closing vesting date(s) equal to the value of the consideration to which the shares of Rightside Common Stock underlying such Rightside RSU Award would have been entitled had such shares been outstanding at the time of the Rightside Change in Control, subject to payment of any deferred transaction consideration on the same terms and conditions payable to Rightside Common Stock holders generally under the applicable transaction documents (and in no event later than five years after the consummation of such transaction), and further subject, in the case of payments on the applicable post-closing vesting date(s), to the holder’s continued employment or service with a member of the Demand Media Group through the applicable vesting date; provided, however, that if Rightside restricted stock unit awards will generally vest on an accelerated basis in connection with such Rightside

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Change in Control, then each then-outstanding Demand Media Employee Rightside RSU Award shall also accelerate in the same proportion in accordance with subsection (I); provided, further, that in no event shall subsection (II) supersede any applicable accelerated vesting provisions with respect to such Demand Media Employee Rightside RSU Award.

(b)           Further notwithstanding the foregoing, with respect to any (i) unvested Rightside Options granted to a Rightside Employee in accordance with Section 3.1(a)(ii) and (ii) any Rightside RSU Awards granted to a Rightside Employee in accordance with Section 3.2(b), in each case, if the original Demand Media Option or Demand Media RSU Award, as applicable (that was partially adjusted into the Rightside Option or Rightside RSU Award, as applicable), was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (x) by reference to a termination of employment or service with Demand Media and/or (y) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Demand Media Equity Plan) of Demand Media, then the Rightside Option or Rightside RSU Award, as applicable, also shall be subject to such same acceleration provisions upon the Rightside Employee’s termination of employment or service with the relevant Rightside entity(ies) and/or in connection with a change in control of Rightside.

Section 3.5            Waiting Period for Exercisability of Demand Media Options and Settlement of Demand Media RSUs.  Demand Media may determine, in its sole discretion, that, for reasons of administrative convenience, Demand Media Options shall not be exercisable, and that Demand Media RSUs shall not be settled, in each case during a period beginning on a date prior to the Effective Date determined by Demand Media in its sole discretion, and continuing until reasonably practicable after the Effective Time.

Section 3.6            No Accelerated Vesting. The Parties hereto acknowledge and agree that in no event shall the vesting of any Demand Media Options, Rightside Options, Demand Media RSUs and/or Rightside RSUs, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement.

Section 3.7            Tax Deduction. The Parties acknowledge and agree that each of the applicable tax deductions for which they may be eligible for federal income tax purposes with regard to the Demand Media Options, Rightside Options, Demand Media RSUs and Rightside RSUs, in any case, shall be determined in accordance with Revenue Ruling 2002-1.

Section 3.8            Adoption and Approval of Rightside Equity Plans. Prior to the Effective Time, Demand Media shall cause Rightside to adopt the Rightside 2014 Incentive Award Plan (the “Rightside Equity Plan”) and the Rightside 2014 Employee Stock Purchase Plan (the “Rightside ESPP”).  In addition, prior to the Effective Time, Demand Media shall approve the Rightside ESPP and the Rightside Equity Plan as the sole stockholder of Rightside.

Section 3.9            Cooperation. Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of Demand Media Options and Rightside Options and the settlement of Demand Media RSUs and Rightside RSUs. The Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment

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status and information required for tax withholding/remittance and reporting, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.  Such administration system shall be set forth Schedule 1 hereto, which may be amended from time to time.

Section 3.10          SEC Registration. Rightside agrees that it shall use reasonable efforts to maintain on a continuous basis an effective registration statement(s) under the Securities Act (and maintain the prospectus(es) contained therein for its/their intended use) with respect to the shares of Rightside Common Stock authorized for issuance under the Rightside Equity Plan and the Rightside ESPP. Demand Media agrees that, following the Distribution Date, it shall use reasonable efforts to continue to maintain a Form S-8 Registration Statement (and maintain the prospectus(es) contained therein for its/their intended use) with respect to and cause to be registered pursuant to the Securities Act, the shares of Demand Media Common Stock authorized for issuance under the Demand Media Equity Plans as required pursuant to the Securities Act and any applicable rules or regulations thereunder.

ARTICLE IV
TAX-QUALIFIED DEFINED CONTRIBUTION PLAN

Section 4.1            Demand Media 401(k) Plan; Rightside 401(k) Plan.  The Parties acknowledge and agree that, as of the Distribution Date, (a) Rightside or another member of the Rightside Group has established a defined contribution plan and trust solely for the benefit of eligible Rightside Participants (the “Rightside 401(k) Plan”) and (b) Demand Media has caused the accounts (including promissory notes related to outstanding participant loans) in the Demand Media 401(k) Plan attributable to eligible Rightside Participants and their beneficiaries and alternate payees, if any, and all of the assets in the Demand Media 401(k) Plan related thereto to be transferred to the Rightside 401(k) Plan, and Rightside has caused the Rightside 401(k) Plan to accept such transfer of accounts, promissory notes and underlying assets.  Rightside shall be responsible for taking all necessary, reasonable and appropriate action to maintain and administer the Rightside 401(k) Plan so that it is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code. Rightside (acting directly or through any member(s) of the Rightside Group) shall be responsible for any and all Liabilities and other obligations with respect to the Rightside 401(k) Plan.

Section 4.2            Regulatory Filings.  In connection with the transfer of assets and Liabilities from the Demand Media 401(k) Plan to the Rightside 401(k) Plan contemplated in this Article IV, Demand Media and Rightside (each acting directly or through any member(s) of the Demand Media Group or Rightside Group, as applicable) shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and shall take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the establishment of the Rightside 401(k) Plan; provided, however, that Rightside shall be solely responsible for complying with any requirements and applying for any IRS determination letters with respect to the Rightside 401(k) Plan.

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ARTICLE V
HEALTH AND WELFARE PLANS; WORKERS’ COMPENSATION

Section 5.1            Rightside Health and Welfare Plans. As of the Distribution Date, Rightside or one or more Rightside Subsidiaries maintains each of the health and welfare plans set forth on Exhibit G hereto (the “Rightside Health and Welfare Plans”) for the benefit of eligible employees of the Rightside Entities and their dependents and beneficiaries, each of which shall remain in effect immediately following the Distribution.  In addition, as of the Distribution Date, Demand Media or one or more Demand Media Subsidiaries maintains each of the health and welfare plans set forth on Exhibit B hereto.

Section 5.2            Cafeteria Plan. As soon as practicable following the Distribution Date and if and to the extent not effected prior to the Distribution Date, Demand Media (acting directly or through any other Demand Media Entity) shall, in accordance with Revenue Ruling 2002-32, cause the portion of the Demand Media Cafeteria Plan applicable to the Rightside Participants to be segregated into a separate component and the account balances in such component to be transferred to the Rightside Cafeteria Plan, which will include any health flexible spending account and dependent care plan. The Rightside Cafeteria Plan shall reimburse Demand Media or the Demand Media Cafeteria Plan to the extent amounts were paid by the Demand Media Cafeteria Plan and not collected from the Rightside Participant and such amounts are subsequently collected by the Rightside Cafeteria Plan with respect to such Rightside Participant.

Section 5.3            COBRA and HIPAA.

(a)           Rightside (acting directly or through any other Rightside Entity) and the Rightside Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Rightside Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Rightside Participant.  Demand Media (acting directly or through any other Demand Media Entity) and the Demand Media Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is a Demand Media Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Demand Media Participant or any Rightside Participant (or any dependent or beneficiary thereof).

(b)           Rightside (acting directly or through any other Rightside Entity) shall be responsible for compliance with any certificate of creditable coverage of other applicable requirements of HIPAA or Medicare applicable to the Rightside Health and Welfare Plans with respect to Rightside Participants.  Demand Media (acting directly or through any other Demand Media Entity) shall be responsible for compliance with any certificate of creditable coverage of other applicable requirements of HIPAA or Medicare applicable to the Demand Media Health and Welfare Plans with respect to Demand Media Participants.

Section 5.4            Demand Media to Provide Information. To the extent permitted by Law, Demand Media or the relevant Demand Media Welfare Plan shall provide to Rightside or the relevant Rightside Health and Welfare Plan (to the extent that relevant information is in Demand Media’s

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possession) such data as may be necessary for Rightside to comply with its obligations hereunder, which may include the names of Rightside Participants who were participants in or otherwise entitled to benefits under the Demand Media Health and Welfare Plans prior to the Distribution, together with each such individual’s service credit under such plans, information concerning each such individual’s current plan-year expenses incurred towards deductibles, out-of-pocket limits and co-payments, maximum benefit payments, and any benefit usage towards plan limits thereunder. Demand Media shall, as soon as practicable after requested, provide Rightside with such additional information that is in Demand Media’s possession (and not already in the possession of a Rightside Entity) as may be reasonably requested by Rightside and necessary to administer effectively any Rightside Health and Welfare Plan. Demand Media and each Rightside Entity shall enter into such other agreements as are necessary to comply with this Section 5.4, including but not limited to any agreements required by HIPAA.

Section 5.5            Liabilities.

(a)           Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, Demand Media shall, with respect to Rightside Participants who participated in such Demand Media Health and Welfare Plans, cause the Demand Media Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Rightside Participants that are incurred prior to the termination of such Rightside Participants’ participation in the applicable Demand Media Health and Welfare Plan, and Rightside shall cause the Rightside Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Rightside Participants that are incurred on or after enrollment of such Rightside Participants in the Rightside Health and Welfare Plans (it being understood that neither Demand Media Health and Welfare Plans nor Rightside Health and Welfare Plans shall be responsible for any claims that arise following the claimant’s termination of participation in the applicable Demand Media Health and Welfare Plan if the claimant does not validly enroll in an applicable Rightside Health and Welfare Plan).

(b)           Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis (i.e., the Executive Medical Reimbursement Plan, or the “EMRP”), (i) except as provided in this Agreement, Demand Media (acting directly or through one or more Demand Media Entities) shall fully perform, pay and discharge, under the Demand Media Health and Welfare Plans, all eligible claims of Rightside Participants who participated in Demand Media Health and Welfare Plans that are incurred prior to termination of such Rightside Participant’s participation in the applicable Demand Media Health and Welfare Plan, and (ii) Rightside (acting directly or through one or more Rightside Entities) shall fully perform, pay and discharge, under the Rightside Health and Welfare Plans, all eligible claims of Rightside Participants (and their dependents) that are incurred on or after the date on which the Rightside Participant becomes covered under the applicable Rightside Health and Welfare Plan (it being understood that neither Demand Media Health and Welfare Plans nor Rightside Health and Welfare Plans shall be responsible for any claims that arise following the claimant’s termination of participation in the applicable Demand Media Health and Welfare Plan if the claimant does not validly enroll in an applicable Rightside Health and Welfare Plan).

(c)           Short-Term and Long-Term Disability Benefits. For the avoidance of doubt, with respect to any Rightside Employee who becomes entitled to receive long-term or short-term

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disability benefits prior to the Distribution Date, such Rightside Employee shall be transferred to, and shall receive any long-term or short-term disability benefits to which such Rightside Employee is entitled under, the Rightside Health and Welfare Plans as of the Distribution Date in accordance with the terms of such plans.

(d)           Incurred Claim Definition. For purposes of this Article V, a claim or Liability shall generally be deemed to be incurred (i) with respect to medical, dental, vision, prescription drug and/or EMRP benefits, on the date that the health services giving rise to such claim or Liability are rendered or performed and not when such claim is made; provided, however that with respect to a period of continuous hospitalization, a claim is incurred upon the first date of such hospitalization and not on the date that such services are performed and (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability.

(e)           Accrued Paid-Time-Off. Following the Distribution Date, (i) Rightside shall (directly or through another Rightside Entity) recognize and honor the Accrued PTO credited to each Rightside Employee by such individual’s employer immediately prior to the Effective Time and (ii) Demand Media shall (directly or through another Demand Media Entity) recognize and honor the Accrued PTO credited to each Demand Media Employee by such individual’s employer immediately prior to the Effective Time. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs, to the extent permissible by law, and (y) any paid-time-off accruals in respect of post-Distribution services (if any) shall be made in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs (except to the extent otherwise provided in an applicable Demand Media Individual Agreement or Rightside Individual Agreement).

Section 5.6            Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Demand Media Employee or Former Demand Media Employee that results from an accident occurring, or from an occupational disease which becomes manifest (collectively, “Workers’ Comp Liabilities”) before, on or after the Distribution Date, shall be retained by and be obligations of Demand Media or its insurers. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Rightside Employee or Former Rightside Employee that arises or manifests prior to the date on which such Rightside Employee or Former Rightside Employee was covered by an applicable workers’ compensation insurance program maintained by a Rightside Entity shall be obligations of Demand Media and its insurers.  All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Rightside Employee or Former Rightside Employee that arises or manifests on or after the date on which such Rightside Employee or Former Rightside Employee was covered under a workers’ compensation insurance program maintained by a Rightside Entity shall be obligations of Rightside and its insurers.  For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be. Each Demand Media Entity and each Rightside Entity shall cooperate with respect to any notification to appropriate Governmental Authorities of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

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ARTICLE VI

NON-U.S. BENEFIT PLANS

Section 6.1            Canadian Health and Welfare Plans; Workers’ Compensation. As of the Distribution Date, Rightside or one or more members of the Rightside Group maintains each of the Canadian Health and Welfare Plans set forth on Exhibit H hereto (the “Rightside Canadian Health and Welfare Plans”).  Sections 5.1, 5.4, 5.5(a), (b), (d) and (e), and 5.6 apply to the Rightside Canadian Health and Welfare Plans.

Section 6.2            Australian Health and Welfare Plans; Workers’ Compensation. As of the Distribution Date, Rightside or one or more members of the Rightside Group maintains each of the Australian Health and Welfare Plans set forth on Exhibit I hereto (the “Rightside Australian Health and Welfare Plans”).  Sections 5.1, 5.4, 5.5(a), (b), (d) and (e), and 5.6 apply to the Rightside Australian Health and Welfare Plans.

Section 6.3            Irish Health and Welfare Plans; Workers’ Compensation. As of the Distribution Date, Rightside or one or more members of the Rightside Group maintains each of the Irish Health and Welfare Plans set forth on Exhibit J hereto (the “Rightside Irish Health and Welfare Plans”).  Sections 5.1, 5.4, 5.5(a), (b), (d) and (e), and 5.6 apply to the Rightside Irish Health and Welfare Plans.

ARTICLE VII

INCENTIVE COMPENSATION

Section 7.1            Rightside Cash Incentive Plans and Liabilities. Exhibit K hereto and certain Individual Agreements set forth each cash incentive, commission and similar cash plan or program maintained by Demand Media in which one or more Rightside Employees are eligible to participate as of immediately prior to the Effective Date (excluding, for the avoidance of doubt, any such plans maintained by Rightside and/or its subsidiaries that are not Demand Media Benefit Plans) (the “Demand Media Cash Incentive Plans”). Effective as of no later than the Distribution Date, (a) Rightside shall (directly or through one or more Rightside Entities), adopt and maintain, for the remainder of the calendar year in which the Distribution Date occurs, plans and programs that are substantially similar to the Demand Media Cash Incentive Plans and which provide each Rightside Employee with opportunities to earn cash incentives and/or commissions, as applicable for such Rightside Employee, that are substantially similar to those applicable to such Rightside Employee immediately prior to the Effective Time (provided that the applicable performance criteria shall be established or adjusted in the discretion of the Rightside Board of Directors or the Compensation Committee thereof), and (b) Rightside shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to any amounts that any Rightside Employee has either earned (if not payable by its terms prior to the Distribution Date) or become eligible to earn, in either case, as of the Distribution Date under any Demand Media Cash Incentive Plan(s), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and and/or other Liabilities become due. Demand Media shall

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have no Liability for any payments, obligations or other Liabilities relating to any Rightside Employee with respect to any Demand Media Cash Incentive Plan after the Distribution Date.

Section 7.2            Demand Media Retention of Cash Incentive Liabilities. From and after the Distribution Date, the Demand Media Entities shall be solely liable for, and no Rightside Entity shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities relating to any awards that any Demand Media Employee has earned or is eligible to earn under the Demand Media Cash Incentive Plans and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and and/or other Liabilities become due.

ARTICLE VIII

PAYROLL REPORTING AND WITHHOLDING

Section 8.1            Form W-2 Reporting.

(a)           Payroll. With respect to Rightside Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 (“Rev. Proc. 2004-53”).

(b)           Form 941. Each Party shall be responsible for filing IRS Forms 941 for its respective employees.

Section 8.2            Forms W-4 and W-5. With respect to Rightside Employees, the Parties shall adopt the “standard procedure” of Rev. Proc. 2004-53 for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate).

Section 8.3            Garnishments, Tax Levies, Child Support Orders, and Wage Assignments. With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Demand Media (or any other Demand Media Entity) as of the Distribution Date for any Rightside Employees or Former Rightside Employees, Rightside (and any other employing Rightside Entity), as appropriate, shall honor such payroll deduction authorizations and shall continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was on file with Demand Media as of immediately prior to the Distribution Date. Demand Media shall, as soon as practicable after the Distribution Date, provide Rightside (and any other employing Rightside Entity), as appropriate, with such information in Demand Media’s possession (and not already in the possession of a Rightside Entity) as may be reasonably requested by the Rightside Entities and necessary for the Rightside Entities to make the payroll deductions and payments to the authorized payee as required by this Section 8.3.

Section 8.4            Authorizations for Payroll Deductions. Unless otherwise prohibited by a Benefit Plan or by this Agreement or an Ancillary Agreement, Rightside and the other Rightside Entities, as appropriate, shall honor payroll deduction authorizations attributable to any Rightside Employee that are in effect with any Demand Media Entity on the Distribution Date relating to such Rightside Employee, and shall not require that such Rightside Employee submit a new authorization to the extent that the type of deduction by Rightside or any other Rightside Entity, as appropriate, does not differ from that made by the Demand Media Entity. Such deduction types

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include: pre-tax (in accordance with Section 125 of the Code) contributions to any Rightside Benefit Plan, including any voluntary benefit plan; political action committee contributions, scheduled loan repayments to any Rightside Benefit Plan; and direct deposit of payroll, employee relocation loans, and other types of authorized company receivables usually collectible through payroll deductions. Each Party shall, as soon as practicable after the Distribution Date, provide the other Party with such information in its possession as may be reasonably requested by the other Party and as necessary for that Party to honor the payroll deduction authorizations contemplated by this Section 8.4.

ARTICLE IX
INDEMNIFICATION

Section 9.1            General Indemnification. Any claim for indemnification under this Agreement shall be governed by, and be subject to, the provisions of Article V of the Separation Agreement, which provisions are hereby incorporated by reference into this Agreement and any references to “Agreement” in such Article V as incorporated herein shall be deemed to be references to this Agreement.

ARTICLE X
GENERAL AND ADMINISTRATIVE

Section 10.1          Non-Solicitation. Each Party agrees that it shall not, and it shall cause its Affiliates (such Party and its Affiliates collectively, the “Hiring Party”) not to, prior to the first anniversary of the Distribution Date, knowingly, directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any individual who is a current employee of the other Party or the other Party’s Affiliates to leave his or her employment and to work for such Hiring Party or others without the prior written consent of the other Party. The restrictions contained in this Section 10.1 shall not apply to (a) general solicitations not specifically directed to any employee of a Party or its Affiliates (including a search firm who has not been encouraged or advised to approach any such employee), or (b) any solicitation or hiring of an individual who is no longer employed by a Party or its Affiliates at the time of such solicitation or hiring.

Section 10.2          Sharing Of Information. To the extent permitted by applicable Law, each Party (acting directly or through its Affiliates) shall provide to the other Party and its agents and vendors such information as the other Party may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans and to determine the scope of, as well as fulfill, its obligations under this Agreement. Such information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such information be obligated to incur any out-of-pocket expenses not reimbursed by the requesting Party or make such information available outside of its normal business hours and premises. Any information shared or exchanged pursuant to this Agreement shall be subject to the confidentiality requirements set forth in the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any information pursuant to this Agreement to comply with the requirements of HIPAA.

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Section 10.3Reasonable Efforts/Cooperation. Each Party shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting Benefit Plans and/or Benefit Plan amendments. Without limiting the generality of the foregoing, each of the Parties shall reasonably cooperate in all respects with regard to all matters relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

Section 10.4Employer Rights.  Except as expressly provided for in Article V, nothing in this Agreement shall (a) prohibit any Rightside Entity from amending, modifying or terminating any Rightside Benefit Plan or Rightside Individual Agreement at any time, subject to the terms and conditions thereof, or (b) prohibit any Demand Media Entity from amending, modifying or terminating any Demand Media Benefit Plan or any Demand Media Individual Agreement at any time, subject to the terms and conditions thereof.  In addition, nothing in this Agreement shall be interpreted as an amendment or other modification of any Benefit Plan.

Section 10.5Effect on Employment. Without limiting any other provision of this Agreement, none of the Distribution or any actions taken in furtherance of the Distribution, whether under the Separation Agreement, this Agreement, any Ancillary Agreement or otherwise, in any case, shall in and of itself cause any employee to be deemed to have incurred a termination of employment or service or, except as expressly provided in this Agreement, to entitle such individual to any payments or benefits under any Benefit Plan or otherwise. Furthermore, nothing in this Agreement is intended to or shall confer upon any Demand Media Employee, Demand Media Former Employee, Rightside Employee or Rightside Former Employee any right to continued employment or service, or any recall or similar rights to an individual on layoff or any type of approved leave.

Section 10.6Consent Of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory alternative manner.

Section 10.7Access To Employees. Following the Distribution Date, Demand Media and Rightside shall, or shall cause the Demand Media Entities and the Rightside Entities, as applicable, to make available to each other those Demand Media Employees or Rightside Employees, as applicable, who may reasonably be needed by the other Party in order to defend or prosecute any legal or administrative action (other than a legal action between any Demand Media Entities on the one hand and any Rightside Entities on the other) to which any employee, director or Benefit Plan of the Demand Media Entities or Rightside Entities is a party and which relates to their respective Benefit Plans prior to the Distribution Date. The Party to whom an employee is made available in accordance with this Section 10.7 shall pay or reimburse the other Party for all reasonable expenses reimbursed by such other Party to such employee in connection therewith, including all

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reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 10.8Beneficiary Designation/Release Of Information/Right To Reimbursement. Without limiting any other provision hereof, to the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Rightside Participants under Demand Media Benefit Plans and in effect immediately prior to the Effective Time shall be transferred to and be in full force and effect under the corresponding Rightside Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Rightside Participant.

Section 10.9Audit Rights.  Each of Demand Media and Rightside, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Party under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 10.9.  The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable Laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives.  After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty (30) days after receiving such draft.

Section 10.10Compliance.  As of the Distribution Date, Rightside (acting directly or through any Rightside Entity shall be solely responsible for compliance under the Employee Retirement Income Security Act of 1974 with respect to each Rightside Benefit Plan.

ARTICLE XI
MISCELLANEOUS

Section 11.1Non-Occurrence of Distribution. Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Effective Time, all actions and events that are, under this Agreement, to be taken or occur effective prior to, as of or following the Distribution Date, or otherwise in connection with the Separation, shall not be taken or occur, except to the extent otherwise determined by Demand Media.

Section 11.2Section 409A. Notwithstanding anything in this Agreement to the contrary, with respect to any compensation or benefits that may be subject to Section 409A of the Code and related Department of Treasury guidance thereunder, the Parties agree to negotiate in good faith regarding any treatment different from that otherwise provided herein to the extent necessary or appropriate to (a) exempt such compensation and benefits from Section 409A of the Code, (b) comply with the requirements of Section 409A of the Code, and/or (c) otherwise avoid the imposition of tax under Section 409A of the Code; provided, however, that this Section 11.2 does

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not create an obligation on the part of either Party to adopt any amendment, policy or procedure, to take any other action or to indemnify any Person for any failure to do any of the foregoing.

Section 11.3Complete Agreement; Construction. This Agreement, including the Exhibits, the Separation Agreement, and the Ancillary Agreements, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 11.4Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 11.5Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 11.6Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received.

To Demand Media:

Demand Media, Inc.
1655 26th Street
Santa Monica, CA 90404
Attention: Legal

Email: daniel.weinrot@demandmedia.com

Tel: (310) 394-6400

Fax: (310) 395-6249

To Rightside:

Rightside Group, Ltd.
5808 Lake Washington Blvd. NE, Suite 300
Kirkland, WA 98033
Attention: Legal

Email: rick@rightside.co

Tel: (425) 298-2550

Fax: (425) 293-2703

Section 11.7Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement shall not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 11.8Amendments. Subject to the terms of Sections 11.12 and 11.14, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

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Section 11.9Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchases expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 11.10Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 11.12Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Demand Media without the approval of Rightside or the stockholders of Demand Media.  In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person hereunder. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 11.13Performance. Each of Demand Media with respect to the Demand Media Entities and Rightside with respect to the Rightside Entities shall cause to be performed, and hereby guarantees the performance of, and all actions, agreements and obligations set forth in this Agreement by such Persons.

Section 11.14No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, this Agreement is solely for the benefit of the Parties and their respective subsidiaries and affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Without limiting the generality of the foregoing, in no event shall any Demand Media Employee, Demand Media Former Employee, Demand Media Participant, Rightside Employee, Rightside Former Employee or Rightside Participant (or any dependent, beneficiary or alternate payee of any of the foregoing) have any third-party rights under this Agreement.

Section 11.15Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 11.16Exhibits. The Exhibits hereto shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 11.17Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and to be performed in the state of Delaware.

Section 11.18Dispute Resolution. Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby (collectively, “Agreement Disputes”), shall be governed by, and

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be subject to, the provisions of Article VIII of the Separation Agreement, which provisions (and related defined terms) are hereby incorporated by reference into this Agreement, and any references to “Agreement” or “Agreement Disputes” contained therein shall be deemed to be references to this Agreement.

Section 11.19Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 11.20Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative.  The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 11.21Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.  The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Demand Media, Inc.
By:	/S/ MEL TANG
Name: Mel Tang
Title: Chief Financial Officer
Rightside Group, Ltd.
By:	/S/ TARYN J. NAIDU
Name: Taryn J. Naidu
Title: Chief Executive Officer

EXHIBITS AND SCHEDULES

EX-10.3

Exhibit 10.3

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of August 1, 2014, by and between DEMAND MEDIA, INC., a Delaware corporation (“Demand Media”), and RIGHTSIDE GROUP, LTD., a Delaware corporation (“Rightside”).  All capitalized terms not otherwise defined shall have the meanings set forth in Article I.

RECITALS

WHEREAS, Demand Media and certain of its subsidiaries have joined in filing consolidated federal Income Tax Returns and certain consolidated, combined or unitary state or local Income Tax Returns;

WHEREAS, Demand Media and Rightside have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), pursuant to which, among other things, Demand Media will contribute or will have contributed to Rightside the stock of certain subsidiaries and assets and liabilities associated with the Rightside Business and Demand Media will distribute all of the outstanding common stock of Rightside to Demand Media’s stockholders in a transaction intended to qualify for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code (collectively, the “Spin-off Transactions”);

WHEREAS, pursuant to the Spin-off Transactions, Rightside and its subsidiaries will leave the Pre-Spin Group; and

WHEREAS, the parties hereto, on behalf of themselves and their Affiliates, wish to provide for (i) the allocation of, and indemnification against, certain liabilities for Taxes, (ii) the preparation and filing of Tax Returns and the payment of Taxes with respect thereto and (iii) certain related matters.

NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, the parties agree as follows:

ARTICLE I.

DEFINITIONS

When used herein the following terms shall have the following meanings:

“Affiliate” means, with respect to any entity (the “given entity”), each entity that directly or indirectly, through one or more intermediaries is controlled by the given entity.  For purposes of this definition, “control” means, with respect to any entity, (a) the possession, directly or indirectly, of 50% or more of the voting power or value of outstanding equity interests of such entity or (b) the power to direct or cause the direction of management and policies of such entity, whether through ownership of securities, partnership or other ownership interests, by contract or otherwise.  Unless otherwise indicated, the term Affiliate shall refer to Affiliates of a party as determined after the Spin-off Transactions.

“Affiliated Group” means, with respect to a Tax Period, (a) an affiliated group of corporations within the meaning of Section 1504(a) of the Code or, for purposes of any state or local Tax matters, any consolidated, combined, unitary or similar group of corporations within the meaning of any similar provisions of Tax law for the jurisdiction in question, and (b) for purposes of any federal, state or local Income Tax matters, any entity owned by a corporation described in clause (a) that is disregarded as separate from its owner for such purposes.

“Audit” means any audit, assessment of Taxes, other examination by any Taxing Authority, proceeding or appeal of such a proceeding relating to Taxes, whether judicial or administrative.

“Business” means (a) with respect to Demand Media and the Demand Media Group, the Demand Media Business and (b) with respect to Rightside and the Rightside Group, the Rightside Business.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“Current Allocation Methodology” means the allocation methodology that is set forth in Exhibit A, as applied to Section 2.3(a) Tax Returns.

“Demand Media” has the meaning set forth in the preamble to this Agreement.

“Demand Media Business” has the meaning set forth in the Separation Agreement.

“Demand Media Group” means Demand Media and its Affiliates, excluding any entity that would be a member of the Rightside Group.

“Demand Media Affiliated Group” means, for any applicable Tax Period, Demand Media and each entity that is a member of an Affiliated Group for such Tax Period (or portion thereof) with respect to which Demand Media would be the common parent. For the avoidance of doubt, the Demand Media Affiliated Group shall include, for the portion of the Straddle Period that ends on the Distribution Date, Rightside and other entities that will be members of the Rightside Affiliated Group beginning on the day immediately after the Distribution Date.

“Demand Media Member” means any entity that would be a member of the Demand Media Group.

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Final Determination” means (i) a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (ii) a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iii) any other final settlement with the IRS or other Taxing Authority (including the execution of IRS Form 870-AD, or a comparable form under

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the laws of other jurisdictions, but excluding any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Taxing Authority to assert a further deficiency); (iv) the expiration of an applicable statute of limitations; or (v) the allowance of a refund or credit, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset).

“Income Tax” means any and all Taxes based upon or measured by net income (regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise).

“Income Tax Return” means a Tax Return relating to an Income Tax.

“IRS” means the Internal Revenue Service or any successor thereto.

“IRS Ruling” means the letter ruling issued by the IRS on January 31, 2014, in response to the Ruling Request.

“Latham Opinion” means the opinion of Latham & Watkins LLP with respect to certain matters relating to qualification of the Spin-off Transactions under Sections 368(a)(1)(D) and 355 of the Code.

“Opinion Representation Letters” means the representation letters executed by officers of Demand Media and Rightside and delivered in connection with the Latham Opinion.

“Overdue Rate” means a variable rate of interest per annum equal to the Federal short-term rate as established from time to time pursuant to Section 1274(d) of the Code.

“Post-Distribution Tax Period” means a Tax Period that begins after the Distribution Date.

“Pre-Distribution Tax Period” means a Tax Period that ends on or before the Distribution Date.

“Pre-Spin Group” means Demand Media and its Affiliates before the Spin-off Transactions.

“Pre-Spin Member” means any entity that was a member of the Pre-Spin Group.

“Representative” means, with respect to any person or entity, any of such person’s or entity’s directors, officers, employees, agents, consultants, accountants, attorneys and other advisors.

“Responsible Party” means the party responsible for the preparation and filing of a Tax Return pursuant to Section 2.1.

“Rightside” has the meaning set forth in the preamble to this Agreement.

“Rightside Business” has the meaning set forth in the Separation Agreement.

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“Rightside Group” means Rightside and its Affiliates after the Spin-off Transactions.

“Rightside Affiliated Group” means Rightside and each entity that would be a member of an Affiliated Group with respect to which Rightside would be the common parent for any Post-Distribution Tax Period.  For purposes of this Agreement, the Rightside Affiliated Group shall exist from and after the beginning of the day immediately after the Distribution Date.

“Rightside Member” means any entity that would be a member of the Rightside Group.

“Ruling Request” means the private letter ruling request filed by Demand Media with the IRS on August 9, 2013, as supplemented and amended from time to time, with respect to certain federal Income Tax matters relating to the Spin-off Transactions and other related matters.

“Section 2.3(a) Tax Return” has the meaning set forth in Section 2.3(a).

“Section 355(e) Tax” shall mean any Taxes imposed on the Pre-Spin Group resulting from a Final Determination that Section 355(e) of the Code is applicable to the Spin-off Transactions because the Spin-off Transactions were part of a plan or series of related transactions pursuant to which one or more persons acquired directly or indirectly stock of Demand Media or Rightside representing a “50-percent or greater interest” within the meaning of Section 355(e) of the Code.

“Separate Affiliated Group” means, with respect to any corporation, such corporation’s separate affiliated group as defined by Section 355(b)(3) of the Code and the Treasury Regulations promulgated thereunder.

“Separation Agreement” has the meaning set forth in the Recitals.

“Spin-off Transactions” has the meaning set forth in the Recitals.

“Straddle Period” means a Tax Period that begins on or before and ends after the Distribution Date.

“Tax” means any federal, state, foreign or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto.

“Tax Asset” means any Tax Item that has accrued for Tax purposes, but has not been used during a Tax Period, and that could reduce a Tax in another Tax Period, including, but not limited to, a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, credit related to alternative minimum tax and any other Tax credit.

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“Taxing Authority” means the IRS or any other governmental authority responsible for the administration of any Tax.

“Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any other attribute or item (including the adjusted basis of property) that may have the effect of increasing or decreasing any Tax.

“Tax Period” means any period prescribed by law or any Taxing Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

“Tax Practices” means the policies, procedures and practices customarily and consistently employed by the Pre-Spin Group in the preparation and filing of, and positions taken on, any Tax Returns of the Demand Media Affiliated Group or any Pre-Spin Member (or group thereof) for any Pre-Distribution Tax Period.

“Tax Refund” means any refund of Taxes, whether by payment, credit, offset, reduction in Tax or otherwise, plus any interest or other amounts received or payable with respect to such refund.

“Tax Return” means any return (including any information return), report, statement, declaration, notice, form, election, estimated Tax filing, claim for refund or other filing (including any amendments thereof and attachments thereto) required to be filed with or submitted to any Taxing Authority with respect any Tax.

“Tax Treatment” has the meaning set forth in Section 3.3(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II.

FILING OF TAX RETURNS AND PAYMENT OF TAXES

Section 2.1            Preparation and Filing of Tax Returns.

(a)Subject to Section 2.3, Demand Media shall prepare (or caused to be prepared) and timely file (taking into account applicable extensions):

(i)all Tax Returns of the Demand Media Affiliated Group or any Pre-Spin Member (or group thereof) for any Pre-Distribution Tax Period other than Tax Returns described in Section 2.1(b)(i);

(ii)all Tax Returns of the Demand Media Affiliated Group or any Pre-Spin Member (or group thereof) for any Straddle Period other than Tax Returns described in Section 2.1(b)(ii); and

(iii)all Tax Returns of the Demand Media Affiliated Group or any Demand

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Media Member (or group thereof) for all Post-Distribution Tax Periods.

(b)Subject to Section 2.3, Rightside shall prepare (or caused to be prepared) and timely file (taking into account applicable extensions):

(i)all Tax Returns for any Pre-Distribution Tax Period that are filed after the Distribution Date that relate solely to the Rightside Group or any Rightside Member (or group thereof);

(ii)all Tax Returns for any Straddle Period that relate solely to the Rightside Group or any Rightside Member (or group thereof); and

(iii)all Tax Returns of the Rightside Affiliated Group or any Rightside Member (or group thereof) for all Post-Distribution Tax Periods.

Section 2.2            Provision of Filing Information.  Each party shall cooperate with the Responsible Party in the preparation and filing of all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, including by providing the Responsible Party with (a) all necessary filing information in a manner consistent with past Tax Practices, (b) all other information reasonably requested in connection with the preparation of such Tax Returns, including permission to copy any applicable documents, and (c) such other assistance reasonably necessary or requested for the filing of such Tax Returns.

Section 2.3            Advance Review of Tax Returns.

(a)At least fifteen (15) business days, or such other reasonable time as mutually agreed to by both parties, prior to the filing of any Tax Return pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii) that includes a Rightside Member (collectively, a “Section 2.3(a) Tax Return”), Demand Media shall provide Rightside with a copy of the portion of such Tax Return that relates to the Rightside Member.

(b)Rightside and its Representatives shall have the right to review all related work papers prior to Demand Media’s filing of a Section 2.3(a) Tax Return.  Demand Media shall consult with Rightside and its Representatives regarding Rightside’s comments with respect to such Tax Returns or related work papers and shall in good faith consult with such party in an effort to resolve any differences with respect to (i) the preparation and accuracy of such Tax Returns and their consistency with past Tax Practices and (ii) the recommendations of Rightside and its Representatives for alternative positions with respect to items reflected on such Tax Returns; provided, however, that Demand Media shall not be obligated to consider any recommendation the result of which would materially adversely affect the Taxes of the Demand Media Affiliated Group (or any Demand Media Member) for any Straddle Period or Post-Distribution Tax Period, and Demand Media may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from Rightside for any increases in Taxes that may result from the adoption of the relevant alternative position.

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Section 2.4Consistent Positions on Tax Returns.  The Responsible Party shall prepare all Tax Returns (a) for all Pre-Distribution Tax Periods and Straddle Periods in a manner consistent with past Tax Practices and (b) in a manner consistent with the IRS Ruling, the Ruling Request and the Latham Opinion, except in either case as otherwise required by changes in applicable law or material underlying facts or as consented by the parties hereto in writing, which consent shall not be unreasonably withheld.

Section 2.5Taxable Year.  The parties agree that, to the extent permitted by applicable law, (a) the Tax Period with respect to federal Income Taxes of the Rightside Members included in the consolidated federal Income Tax Return of the Demand Media Affiliated Group for the Straddle Period that includes the Distribution Date (and all corresponding consolidated, combined, unitary or similar state or local Income Tax Returns of such Affiliated Group) shall end as of the close of the Distribution Date and (b) the Rightside Affiliated Group and each member thereof  shall begin a new taxable year for purposes of such federal, state or local Income Taxes as of the beginning of the day after the Distribution Date.  The parties further agree that, to the extent permitted by applicable law, all federal, state, local and foreign Tax Returns shall be filed consistently with this position.

Section 2.6Straddle Period Taxes.  For purposes of this Agreement, Taxes attributable to Straddle Periods shall be allocated between the portion of the Straddle Period ending on the Distribution Date and the portion of the Straddle Period beginning after the Distribution Date, as follows:

(a)Income Taxes shall be allocated on the basis of the actual operations and taxable income for each such period, determined by closing the books at the end of the day on the Distribution Date; and

(b)Non-Income Taxes shall be allocated by multiplying the amount of such Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days during the applicable portion of the Straddle Period and the denominator of which is the total number of days in the Straddle Period.

Section 2.7Payment of Taxes.

(a)Demand Media shall be liable for and shall pay all Taxes due and payable (including additional Taxes imposed as a result of a Final Determination) with respect to Tax Returns filed by Demand Media pursuant to Section 2.1(a); provided, however, that Demand Media and Rightside shall apportion and allocate the liability with respect to any Section 2.3(a) Tax Returns in accordance with the Current Allocation Methodology.

(b)Rightside shall be liable for and shall pay all Taxes due and payable (including additional Taxes imposed as a result of a Final Determination) with respect to Tax Returns filed by Rightside pursuant to Section 2.1(b).

(c)Rightside or Demand Media, as applicable, shall pay to the other party the amount

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required to be paid pursuant to Section 2.7(a) under the Current Allocation Methodology within thirty (30) days after written demand is made by such other party; provided, however, that any such amount shall not be payable earlier than five (5) business days before the date on which the applicable Taxes are required to be paid to the Taxing Authority.

Section 2.8Amended Returns.  Notwithstanding anything to the contrary in this Agreement, no party may file any amendment to a Section 2.3(a) Tax Return without the other party’s consent, which consent shall not be unreasonably withheld.

Section 2.9Refunds of Taxes.  Demand Media shall apportion and allocate any Tax Refund realized as a result of a Final Determination with respect to any Section 2.3(a) Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) in the same proportion as the liability for the Taxes with respect to such Tax Return were apportioned and allocated pursuant to the Current Allocation Methodology.  Any Tax Refund realized as a result of a Final Determination with respect to any Tax Return filed pursuant to Section 2.1(a)(iii) and Section 2.1(b) shall be for the benefit of the Responsible Party.  If Demand Media or Rightside, as applicable, receives a Tax Refund with respect to which the other party is entitled to all or an allocable portion pursuant to this Section 2.9, Demand Media or Rightside, as applicable, shall pay such amount to such other party in accordance with Section 4.1.

Section 2.10Tax Elections.  Nothing in this Agreement is intended to change or otherwise affect any previous tax election made by or on behalf of the Demand Media Affiliated Group (including the election with respect to the calculation of earnings and profits under Section 1552 of the Code and the Treasury Regulations thereunder).  Demand Media, as common parent of the Demand Media Affiliated Group, shall continue to have discretion, reasonably exercised, to make any and all elections with respect to all members of the Demand Media Affiliated Group for all Tax Periods for which it is obligated to file Tax Returns under Section 2.1(a).  Rightside, as common parent of the Rightside Affiliated Group, shall have sole discretion to make any and all elections with respect to all members of the Rightside Affiliated Group for all Tax Periods for which it is obligated to file Tax Returns under Section 2.1(b).

Section 2.11Allocation of Tax Assets.

(a)Demand Media and Rightside shall cooperate, each at its own cost and expense, in determining the allocation of any Tax Assets or Tax liabilities among the parties in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign laws). In the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Assets or Tax liabilities shall be allocated to the legal entity that incurred the cost or burden associated with the creation of such Tax Assets or Tax liabilities. Demand Media and Rightside hereby agree to compute all Taxes for Post-Distribution Tax Periods and Straddle Periods consistently with the determinations made pursuant to this Section 2.11 unless otherwise required by a Final Determination.

(b)To the extent that the amount of any Tax Asset is later reduced or increased by a

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Taxing Authority, or as a result of an Audit or carrybacks of Tax Assets from Post-Distribution Tax Periods of either the Demand Media Affiliated Group or the Rightside Group, such reduction or increase shall be allocated to the party to which such Tax Asset was allocated pursuant to Section 2.11(a).

Section 2.12Certain Expenses.  If Demand Media incurs any expenses payable to outside Tax advisors in connection with the preparation and filing of any Section 2.3(a) Tax Return, then within thirty (30) days after written demand is made by Demand Media, Rightside shall reimburse Demand Media for Rightside’s share of such expenses, which share shall be apportioned and allocated equally between the Demand Media Group and the Rightside Group for the relevant period.

ARTICLE III.

INDEMNIFICATION

Section 3.1By Demand Media.  Subject to Section 3.3, Demand Media shall indemnify and hold Rightside and each Rightside Member harmless against:

(a)any and all Taxes for which Demand Media is liable pursuant to Section 2.7(a) and Section 2.7(c); and

(b)any and all increases in the liability for Taxes of the Rightside Group or any Rightside Member (or group thereof) as a result of a Demand Media Member’s material inaccuracies in, or failure to timely provide, such information and assistance specified in Section 2.2.

Section 3.2By Rightside.  Subject to Section 3.3, Rightside shall indemnify and hold Demand Media and each Demand Media Member harmless against:

(a)any and all Taxes for which Rightside is liable pursuant to Section 2.7(b) and Section 2.7(c); and

(b)any and all increases in the liability for Taxes of the Demand Media Affiliated Group or any Demand Media Member (or group thereof) as a result of a Rightside Member’s material inaccuracies in, or failure to timely provide, such information and assistance specified in Section 2.2.

Section 3.3Tax Treatment of Spin-off Transactions.

(a)The parties expressly agree for all purposes to treat the Spin-off Transactions as a tax-free distribution under Sections 368(a)(1)(D) and 355 of the Code in accordance with the IRS Ruling and the Latham Opinion (the “Tax Treatment”).  Each party hereto also expressly agrees to (i) comply with the representations made in the IRS Ruling, the Ruling Request and in the Opinion Representation Letters, (ii) not take any action (unless otherwise required by law) that is inconsistent with the Tax Treatment, and (iii) take any and all reasonable actions to support and defend the Tax Treatment.  Without limiting the generality of the foregoing, Demand Media

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and Rightside further represent, agree and covenant as follows:

(i)The representations and information contained in the Ruling Request and Opinion Representation Letters, insofar as they concern or relate to such party or its Affiliates, are true, correct and complete in all material respects.

(ii)From and after the Distribution Date until the second anniversary thereof, such party shall continue to conduct its Business directly or indirectly through its Separate Affiliated Group.

(iii)From and after the Distribution Date until the second anniversary thereof, such party shall not take any of the following actions unless prior to taking any such action, it obtains and provides to the other party, a ruling from the IRS or a written opinion from a nationally recognized law firm with expertise in these matters, in form and substance reasonably acceptable to the other party, that such transaction, and any transaction or transactions related thereto, will not affect the qualification of the Spin-off Transactions under Section 355 of the Code and will not cause Section 355(e) of the Code to apply:

(A)enter into (or, to the extent such party has the right to prohibit such action, permit) any transaction or series of transactions (or any agreement, understanding, arrangement or substantial negotiations, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, to enter into a transaction or series of transactions), as a result of which (i) any person or group of persons would (directly or indirectly) acquire or have the right to acquire from Demand Media or one or more holders of its stock, a number of shares of its stock that, together with any shares issued in an equity offering described in clause (B)(i) below, would comprise 40% or more, or (ii) any person or group of persons would (directly or indirectly) acquire or have the right to acquire from Rightside or one or more holders of its stock, a number of shares of its stock that, together with any shares issued in an equity offering described in clause (B)(ii) below, would comprise 40% or more, in each case, of (1) the value of all outstanding shares of stock of Demand Media or Rightside, as applicable, as of the date of such transaction or (2) the total combined voting power of all outstanding shares of stock of Demand Media or Rightside, as applicable, as of the date of such transaction, or, with respect to either (1) or (2), in the case of a series of transactions, the date of the last transaction of such series; or

(B)(i) issue equity of Demand Media in an offering in excess, in the aggregate, together with any shares acquired in a transaction described in clause (A)(i) above, of 40%, or (ii) issue equity of Rightside in an offering in excess, in the aggregate, together with any

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shares acquired in a transaction described in clause (A)(ii) above, of 40%, in each case, of (1) the value of all outstanding shares of stock of Demand Media or Rightside, as applicable, as of the date of such transaction or (2) the total combined voting power of all outstanding shares of stock of Demand Media or Rightside, as applicable, as of the date of such transaction, or, with respect to either (1) or (2), in the case of a series of transactions, as of the date of the last transaction of such series.

(b)Notwithstanding anything to the contrary in Section 2.7, Section 3.1, Section 3.2 or Section 6.2(c):

(i)If there is a Final Determination that results in the disallowance, in whole or in part, of the Tax Treatment (other than (x) a disallowance which is addressed by Section 3.3(b)(ii) or (y) the Section 355(e) Tax which is addressed by Section 3.3(b)(iii)), then Demand Media and Rightside shall be responsible for 50% and 50%, respectively, of any liability for Taxes of the Pre-Spin Group as a result of such disallowance.  Demand Media shall be liable for, and shall indemnify Rightside and each Rightside Member against, any liability for which Demand Media is responsible pursuant to the preceding sentence, and Rightside shall be liable for, and shall indemnify Demand Media and each Demand Media Member against, any liability for which Rightside is responsible pursuant to the preceding sentence.

(ii)(A)If there is a Final Determination that results in the disallowance, in whole or in part, of the Tax Treatment (other than the Section 355(e) Tax, which is addressed by Section 3.3(b)(iii)), and Demand Media or any Demand Media Member (and neither Rightside nor any Rightside Member) has taken any action after the Distribution Date which action results in such disallowance, then Demand Media shall be liable for, and shall indemnify Rightside and each Rightside Member against, any Taxes of the Pre-Spin Group as a result of such disallowance.

(B)If there is a Final Determination that results in the disallowance, in whole or in part, of the Tax Treatment (other than the Section 355(e) Tax, which is addressed by Section 3.3(b)(iii)), and Rightside or any Rightside Member (and neither Demand Media nor any Demand Media Member) has taken any action after the Distribution Date which action results in such disallowance, then Rightside shall be liable for, and shall indemnify Demand Media and each other Demand Media Member against, any Taxes of the Pre-Spin Group as a result of such disallowance.

(iii)(A)If there is a Final Determination that Section 355(e) of the Code is applicable to the Spin-off Transactions solely because the

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Spin-off Transactions were part of a plan or series of related transactions pursuant to which one or more persons acquired directly or indirectly Demand Media stock representing a “50-percent or greater interest” within the meaning of Section 355(e), then Demand Media shall be liable for, and shall indemnify Rightside and each Rightside Member against, the Section 355(e) Tax; and

(B)If there is a Final Determination that Section 355(e) of the Code is applicable to the Spin-off Transactions solely because the Spin-off Transactions were part of a plan or series of related transactions pursuant to which one or more persons acquired directly or indirectly Rightside stock representing a “50-percent or greater interest” within the meaning of Section 355(e), then Rightside shall pay and be liable for, and shall indemnify Demand Media and each Demand Media Member against, the Section 355(e) Tax.

(iv)Any such claim for indemnification to effectuate this Section 3.3(b) shall otherwise be governed in the manner specified under this Article III, but shall not affect in any manner the provisions of Article V and Article VI (except as set forth in Section 6.2(a)) with respect to cooperation and control of Audits.

Section 3.4Certain Reimbursements.  Each party shall notify the other party of any Taxes paid by it or any of its Affiliates that are subject to indemnification under this Article III.  Any notification pursuant to this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder.  Whenever such a notification is given, the indemnifying party shall pay the amount requested in such notice to the indemnified party in accordance with Article IV, but only to the extent the indemnifying party agrees with such request.  To the extent the indemnifying party disagrees with such request, it shall so notify the indemnified party within thirty (30) days of receipt of such notice, whereupon the parties shall use their best efforts to resolve any such disagreement.  Any indemnification payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification notice.

Section 3.5Adjustments.  The parties agree to cooperate in good faith, without bias to any Demand Media Member or Rightside Member, to make appropriate adjustments to accomplish the objectives of this Article III.

ARTICLE IV.

METHOD AND TIMING OF

PAYMENTS REQUIRED BY THIS AGREEMENT

Section 4.1Payment in Immediately Available Funds; Interest.  All payments made pursuant to this Agreement shall be made in immediately available funds.  Except as otherwise provided in the Agreement, all payments shall be made within thirty (30) days of receipt of

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request therefor.  Except as otherwise provided in the Agreement, any payment not made within thirty (30) days of receipt shall thereafter bear interest at the Overdue Rate.

Section 4.2Characterization of Payments.  Any payment (other than interest thereon) made hereunder by Demand Media to Rightside, or by Rightside to Demand Media, shall be treated by all parties for all Tax purposes to the extent permitted by law as a non-taxable distribution or capital contribution made immediately prior to the Distribution, except to the extent that Demand Media and Rightside treat a payment as the settlement of an intercompany liability (including, without limitation, the settlement of an intercompany liability with respect to the sharing of Tax liabilities pursuant to the Current Allocation Methodology).

ARTICLE V.

COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY

Section 5.1Provision of Cooperation, Documents and Other Information.  Upon the reasonable request of any party to this Agreement, Demand Media or Rightside, as applicable, shall promptly provide (and shall cause its Affiliates to promptly provide) the requesting party with such cooperation and assistance, documents, and other information as may be necessary or reasonably helpful in connection with (a) the preparation and filing of any Tax Return, (b) the conduct of any Audit involving any Taxes or Tax Returns within the scope of this Agreement or (c) the verification by a party of an amount payable to or receivable from another party.  Such cooperation and assistance shall include, without limitation, (i) the provision of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return, (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any Audit, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations with respect to Tax Returns which Demand Media may be obligated to file on behalf of Rightside Members pursuant to Section 2.1, (iii) the prompt and timely filing of appropriate claims for refund, and (iv) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with the foregoing.  Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

Section 5.2Retention of Books and Records.  Each party to this Agreement shall retain or cause to be retained (and shall cause each of their Affiliates to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory records) or pursuant to any record retention agreement.  The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations.

Section 5.3Confidentiality of Documents and Information.  Except as required by law or with the prior written consent of the other party, all Tax Returns, documents, schedules, work papers and similar items and all information contained therein that are within the scope of this Agreement shall be kept confidential by the parties hereto and their Representatives, shall not be

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disclosed to any other person and shall be used only for the purposes provided herein.

ARTICLE VI.

AUDITS

Section 6.1Notification and Status of Audits or Disputes.  Upon the receipt by any party to this Agreement (or any of its Affiliates) of notice of any pending or threatened Audit pertaining to Taxes subject to indemnification under this Agreement, such party shall promptly notify the other party in writing of the receipt of such notice.  Each party to this Agreement shall use reasonable best efforts to keep the other party advised as to the status of any Audits pertaining to Taxes subject to indemnification under this Agreement.  To the extent relating to any such Tax, each party hereto shall promptly furnish the other party with copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial or other governmental authority, as well as copies of any revenue agent’s report or similar report, notice of proposed adjustment or notice of deficiency.

Section 6.2Control and Settlement.

(a)Demand Media shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a Section 2.3(a) Tax Return that may have a material adverse effect on Rightside or any Rightside Member (including as a result of Rightside’s indemnification obligations pursuant to Sections 3.3(b)(i), 3.3(b)(ii)(B) and 3.3 (b)(iii)(B)), (i) Demand Media and Rightside shall jointly control the conduct and resolution of such issue, and in no event shall either Demand Media or Rightside settle or otherwise resolve any such issue without the written consent of the other, which consent shall not be unreasonably withheld; (ii) Rightside shall provide Demand Media a written response to any notification by Demand Media of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if Rightside fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement.  Each of Demand Media and Rightside shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a).

(b)Rightside shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(b)(i) and Section 2.1(b)(ii) and to employ counsel or other advisors of its choice at its own cost and expense.

(c)The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Demand Media and Rightside with respect to such Taxes to the extent such Audit relates to a Section 2.3(a) Tax Return and the Current Allocation Methodology applies, shall be governed by Section 2.7.

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Section 6.3Delivery of Powers of Attorney and Other Documents.  Demand Media and Rightside shall execute and deliver to the other party, promptly upon request, powers of attorney authorizing such other party to extend statutes of limitations, receive refunds, negotiate settlements and take such other actions that Demand Media or Rightside, as applicable, reasonably considers to be appropriate in exercising its control rights pursuant to Section 6.2, and any other documents reasonably necessary thereto to effect the exercise of such control rights.

ARTICLE VII.

MISCELLANEOUS

Section 7.1Effectiveness.  This Agreement shall be effective from and after the Distribution Date and shall survive until the expiration of any applicable statute of limitations.

Section 7.2Entire Agreement.  This Agreement, together with all documents and instruments referred to herein and therein, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and terminate all prior agreements and understandings, both written and oral.

Section 7.3Guarantees of Performance.  Each party hereby guarantees the complete and prompt performance by its Affiliates of all of their obligations and undertakings pursuant to this Agreement.  If, subsequent to the consummation of the Spin-off Transactions, either Demand Media or Rightside shall be acquired by another entity (the “acquirer”) such that 50% or more of the acquired corporation’s common stock is held by the acquirer and its affiliates, the acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement and the acquired corporation shall cause such acquirer to enter into an agreement reflecting such guarantee.

Section 7.4Severability.  In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable.  In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

Section 7.5Waiver.  Neither the failure nor any delay on the part of any party to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

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Section 7.6Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law principles, except with respect to matters of law concerning the internal corporate or other organizational affairs of any entity which is a party to or subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.

Section 7.7Notices.  All notices and other communications required or permitted under this Agreement shall be in writing and shall be duly given when delivered in person, by facsimile (with a confirmed receipt thereof), by messenger or courier service, or by registered or certified mail (postage prepaid, return receipt requested), at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Demand Media, to:

Demand Media, Inc.

1655 26th Street

Santa Monica, California  90404

Attention:  Legal

E-mail: daniel.weinrot@demandmedia.com

Telephone: (310) 394-6400

Facsimile: (310) 395-6249

If to Rightside, to:

Rightside Group, Ltd.

5808 Lake Washington Blvd., Suite 300

Kirkland, Washington  98033

Attention:  Legal

E-mail: rick@rightside.co

Telephone: (425) 298-2500

Facsimile: (425) 298-2703

Section 7.8Amendments.  This Agreement may be amended at any time only by written agreement executed and delivered by duly authorized officers of Demand Media and Rightside.

Section 7.9Successors and Assigns.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto (by operation of law or otherwise), without the prior written consent of the other party.  All provisions of the Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 7.10No Third-Party Beneficiaries.  This Agreement is solely for the benefit of the parties to this Agreement and their respective Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement.

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Section 7.11Headings; References.  The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All references herein to “Article”, “Sections” or “Exhibits” shall be deemed to be references to Articles or Sections hereof or Exhibits hereto unless otherwise indicated.

Section 7.12Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument.

Section 7.13Predecessors and Successors.  To the extent necessary to give effect to the purposes of this Agreement, any reference to any corporation or other entity shall also include any predecessors or successors thereto, by operation of law or otherwise.

Section 7.14Specific Performance.  The parties hereto acknowledge and agree that irreparable damages will result if this Agreement is not performed in accordance with its terms, and each party agrees that any damages available at law for a breach of this Agreement would not be an adequate remedy.  Therefore, to the full extent permitted by applicable law, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith.

Section 7.15Further Assurances.  Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.  Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental authority (including any regulatory or administrative agency, commission or similar authority) and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

Section 7.16Setoff.  All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

Section 7.17Expenses.  Except as specifically provided in this Agreement, each party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

Section 7.18Rules of Construction.  Any ambiguities shall be resolved without regard to which party drafted the Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date above written.

DEMAND MEDIA, INC.,
a Delaware corporation
By:	/S/ MEL TANG
Name: Mel Tang
Title: Chief Financial Officer
RIGHTSIDE GROUP, LTD.,
a Delaware corporation
By:	/S/ TARYN J. NAIDU
Name: Taryn J. Naidu
Title: Chief Executive Officer

S-1

Exhibit A:

Current Allocation Methodology

Federal Income Tax

With respect to any Section 2.3(a) Tax Returns, the amount of U.S. federal Income Taxes allocable to Rightside shall be the amount of such U.S. federal Income Taxes that the Rightside Affiliated Group would have been required to pay on a consolidated basis if the Rightside Affiliated Group had paid tax on behalf of an affiliated group consisting only of the Rightside Group, as determined in a manner consistent with the following principles:

(a)including only Tax Items of members of the Rightside Affiliated Group that were included in the relevant Demand Media Affiliated Group consolidated Tax Return;

(b)using all elections, accounting methods and conventions used on the Demand Media Affiliated Group consolidated Tax Return for such period; and

(c)applying the effective U.S. federal corporate Income Tax rate applicable to the Demand Media Affiliated Group for such Tax Period.

State Income Tax

With respect to any Section 2.3(a) Tax Returns, the amount of state or local Income Taxes allocable to Rightside shall be as determined by Demand Media in a manner consistent with the principles set forth under the heading “Federal Income Tax” above (for the avoidance of doubt, using the effective state or local corporate Income Tax rate applicable to the Demand Media Affiliated Group (or other group of Pre-Spin Members) for such applicable state or local jurisdiction, as the case may be).

Foreign Income Tax

With respect to any Section 2.3(a) Tax Returns, the amount of foreign Income Taxes allocable to Rightside shall be as determined by Demand Media in a manner consistent with the principles set forth under the heading “Federal Income Tax” above.

Other Taxes

With respect to any Section 2.3(a) Tax Returns, the amount of Taxes, other than U.S. federal Income Taxes, state or local Income Taxes and foreign Income Taxes, allocable to Rightside shall be as determined by Demand Media based on the relative revenues of the Demand Media Group and the Rightside Group for the relevant period.

A-1

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT

This INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT (“Agreement”) is made and entered into effective as of July 30, 2014 (the “Effective Date”), by and between Demand Media, Inc., a Delaware corporation (“Demand Media”), and Rightside Operating Co., a Delaware corporation (“Rightside Opco”).  Demand Media and Rightside Opco are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Demand Media has determined that it would be appropriate, desirable and in the best interests of Demand Media and DEMAND Media’s stockholders to separate the Domain Services Business (as defined below) from Demand Media’s other businesses (including, without limitation, the Media Business) (the “Separation”) pursuant to and in accordance with the Separation and Distribution Agreement to be entered into by and between Demand Media and Rightside Group Ltd., as may be amended from time to time (the “Separation Agreement”).

WHEREAS, the Demand Media Group and the Rightside Opco Group, or their predecessors in interest, have used, and plan to continue to use, the Demand Media Licensed IP and Rightside Opco Licensed IP in association with their respective fields of commercial activity, including in the operation of the Media Business and the Domain Services Business;

WHEREAS, in order to effect and consummate the separation contemplated by the Separation Agreement, and to allow the Demand Media Group and Rightside Opco Group to continue using the Demand Media Licensed IP and Rightside Opco Licensed IP, respectively, in the operation of their respective businesses, Demand Media and Rightside Opco desire to enter into this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual promises in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Demand Media and Rightside Opco, Demand Media and Rightside Opco hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01Definitions.  Terms used in this Agreement with initial capital letters have the meaning set forth or cross-referenced below:

(a)“Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person.  As used herein, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.  Unless explicitly provided herein to the contrary, for purposes of this Agreement, Demand Media shall be deemed not to be an Affiliate of Rightside Opco or any of its Subsidiaries, and Rightside Opco shall be deemed not to be an Affiliate of Demand Media or any of its Subsidiaries (not including Rightside Opco or any of its Subsidiaries).

(b)“Agreement” has the meaning set forth in the preamble to this Agreement.

(c)“Assigned Patents” shall mean the issued U.S. and foreign patents and patent applications listed on Schedule 1, including all reissues, reexaminations, renewals, divisionals, continuations, continuations-in-part, extensions, and any other patents or patent applications claiming priority to any application in any of the foregoing.

(d)“Assigned Software” shall mean any Software owned in whole or in part by any member of the Demand Media Group, and which is intended to be used primarily in, or that primarily relates to, the Domain Services Business, including, without limitation, the Software listed on Schedule 3.

(e)“Confidential Information” has the meaning set forth in Section 7.01 of this Agreement.

(f)“Demand Media” has the meaning set forth in the preamble to this Agreement.

(g)“Demand Media Enforcement Action” has the meaning set forth in Section 3.03(a) of this Agreement.

(h)“Demand Media Group” means Demand Media and each Person that is or becomes an Affiliate of Demand Media immediately after the Separation.

(i)“Demand Media Licensed IP” shall mean the Licensed Patents, Demand Media Licensed Materials, and Demand Media Licensed Software.

(j)“Demand Media Licensed Materials” shall mean any Materials existing as of the Effective Date owned by any Demand Media Group member that are used, or being developed for use, by a Rightside Opco Group member in the Domain Services Business.

(k)“Demand Media Licensed Software” shall mean any Software existing as of the Effective Date owned by any Demand Media Group member that is used, or being developed for use, by a Rightside Opco Group member in the Domain Services Business.

(l)“Disclosing Party” has the meaning set forth in Section 7.01 of this Agreement.

(m)“Domain Services Business” shall mean the registrar, registry and domain name monetization business engaged in providing domain name registration, domain name monetization (including monetization of parked domain names and sales of domain names) and related value added services, as well as acquiring domain name registry rights and preparing to provide domain name registry and related services.

(n)“Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, or other regulatory, administrative or governmental authority.

(o)“Initial Term” has the meaning set forth in Section 8.01 of this Agreement.

(p)“Improvements” means, with respect to a particular work (regardless of whether such work is entitled to protection under applicable intellectual property Law), any and all

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derivative works of such work as well as any and all modifications, improvements, fixes, enhancements and/or updates made to such work, in each case, whether or not any of the foregoing is entitled to protection under applicable Law.

(q)“Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States of America, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

(r)“Licensed Patents” shall mean the issued U.S. and foreign patents and patent applications listed on Schedule 2, including all reissues, reexaminations, renewals, divisionals, continuations, continuations-in-part, extensions, and any other patents or patent applications claiming priority to any application in any of the foregoing.

(s)“Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by a Demand Media Indemnitee or a Rightside Opco Indemnitee.

(t)“Materials” shall mean documents, specifications, designs, plans, drawings, websites or other tangible works of authorship, including any of the foregoing materials in electronic form, and any copyright rights therein (whether or not registered); except that, Materials does not include Software.

(u)“Media Business” shall mean a content and media business that involves the creation of long-lived media content, primarily consisting of text articles and videos, and delivering it along with social media and monetization tools to the Demand Media Group’s owned and operated websites and mobile applications and to its network of customer websites and mobile applications, and providing sites where content or products embodying original content are made available on a subscription or other non-advertising paid basis.

(v)“New Demand Media Fields of Use” has the meaning set forth in Section 3.02 of this Agreement.

(w)“New Rightside Opco Fields of Use” has the meaning set forth in Section 4.04 of this Agreement.

(x)“Party” and “Parties” has the meaning set forth in the preamble to this Agreement.

(y)“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

(z)“Receiving Party” has the meaning set forth in Section 7.01 of this Agreement.

(aa)“Recoveries” has the meaning set forth in Section 3.03(a) of this Agreement.

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(bb)“Renewal Term” has the meaning set forth in Section 8.01 of this Agreement.

(cc)“Representative” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

(dd)“Rightside Opco” has the meaning set forth in the preamble to this Agreement.

(ee)“Rightside Opco Enforcement Action” has the meaning set forth in Section 4.05(a) of this Agreement.

(ff)“Rightside Opco Group” shall mean Rightside Opco and each Person that is or becomes a Subsidiary of Rightside Opco immediately after the Separation.

(gg)“Rightside Opco Licensed IP” shall mean the Rightside Opco Licensed Materials and Rightside Opco Licensed Software.

(hh)“Rightside Opco Licensed Materials” shall mean any Materials existing as of the Effective Date owned by a Rightside Opco Group member that is used, or being developed for use, by a Demand Media Group member in the Media Business.

(ii)“Rightside Opco Licensed Software” shall mean any Software existing as of the Effective Date owned by a Rightside Opco Group member that is used, or is being developed for use, (i) by a Demand Media Group member in the Media Business, or (ii) to assist in screening for compliance with regulations set forth by the U.S. Office of Foreign Assets Control, including by collecting and analyzing data related to “Specially Designated Nationals” released by the U.S. Department of the Treasury; for the avoidance of doubt, the Assigned Software shall not be considered part of the Rightside Opco Licensed Software.

(jj)“Separation” has the meaning set forth in the recitals to this Agreement.

(kk)“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

(ll)“Software” shall mean any source or object code instructions for controlling the operation of a central processing unit or computer, but specifically excluding any licensed Third Party software.

(mm)“Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity or voting interests.

(nn)“Term” has the meaning set forth in Section 8.01 of this Agreement.

(oo)“Third Party” shall mean any Person who is not a Party to this Agreement.

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ARTICLE II.

PATENT AND SOFTWARE ASSIGNMENT

Section 2.01Patent and Software Assignment.  Demand Media hereby assigns and will cause each other member of the Demand Media Group to assign to Rightside Opco all right, title and interest in and to the Assigned Patents and Assigned Software.  Each Party acknowledges and agrees that the assignment of the Assigned Patents and Assigned Software to Rightside Opco under this Section 2.01 is a capital contribution to Rightside Opco.

Section 2.02Covenant Not to Sue.  Notwithstanding anything to the contrary in this Agreement or any other agreement or instrument delivered by Demand Media or Rightside Opco pursuant to this Agreement, Rightside Opco, on behalf of itself and its Affiliates, successors and assigns, agrees not to sue or initiate legal action on any legal theory against any Demand Media Indemnitee (as defined in Section 6.02 below) relating to any past, current or future use by any Demand Media Indemnitee of the Assigned Patents or Assigned Software in a field of use that is similar to, or the same as, the Media Business.

ARTICLE III.

SOFTWARE AND MATERIALS LICENSE TO DEMAND MEDIA GROUP

Section 3.01Software and Materials License to Demand Media.  Subject to the terms and conditions set forth in this Agreement, Rightside Opco hereby grants to the Demand Media Group, and will cause each other member of the Rightside Opco Group to grant to the Demand Media Group, a non-exclusive, royalty-free, sub-licensable (subject to Section 9.07), worldwide, fully paid-up right and license during the Term to use, create derivative works of, display or reproduce the Rightside Opco Licensed Software and Rightside Opco Licensed Materials for the Demand Media Groups’ internal business operations or as otherwise used by the Demand Media Group as of the Effective Date.  Each Party acknowledges and agrees that Rightside Opco’s sole consideration for the grant of this license shall be the licenses granted from Demand Media to Rightside Opco under Section 4.01 and Section 4.02 below.

Section 3.02Expanded Demand Media Field of Use.  Demand Media may request an expansion of the scope of the licenses granted to it in Section 3.01 to allow for the Rightside Opco Licensed IP to be used by the Demand Media Group other than as currently set forth Section 3.01 (“New Demand Media Fields of Use”).   If such expansion is approved by Rightside Opco, the licenses granted to the Demand Media Group in Section 3.01 shall automatically be amended to allow for the Rightside Opco Licensed IP to be used by the Demand Media Group in such approved New Demand Media Fields of Use.

Section 3.03Rightside Opco Licensed IP Enforcement Actions.

(a)Demand Media shall have the right to sue in its own name for any infringement, misappropriation, impairment or violation of the Rightside Opco Licensed IP by a Third Party using the Rightside Opco Licensed IP in a field of use that is similar to, or the same as, the Media Business  (a “Demand Media Enforcement Action”); provided, however that Demand Media shall not compromise or settle any claim or action regarding the Rightside Opco Licensed IP in any manner that would affect the rights of Rightside Opco without the written consent of

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Rightside Opco, which consent shall not be unreasonably withheld.  Demand Media shall provide Rightside Opco with written notice prior to the institution of any Demand Media Enforcement Action.  Unless otherwise agreed upon pursuant to Section 3.03(b), all costs and expenses related to a Demand Media Enforcement Action shall be borne by Demand Media, and Demand Media shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Demand Media as a direct result of a Demand Media Enforcement Action.  Rightside Opco shall, at Demand Media’s expense, cooperate fully and promptly with Demand Media with respect to such Demand Media Enforcement Action, in such manner and to such extent as Demand Media may reasonably request.

(b)Within thirty (30) days from Demand Media’s notice to Rightside Opco of Demand Media’s intent to institute a Demand Media Enforcement Action, Rightside Opco shall have the right to provide Demand Media with written notice of its desire to join such enforcement action.  Upon such notice, Demand Media shall take no action with respect to such matter until the Parties have negotiated in good faith an enforcement plan regarding such matter, which enforcement plan shall include the allocation of legal expenses, appointment of legal counsel, and allocation of Recoveries from such action.

Section 3.04Ownership of Rightside Opco Licensed IP and Improvements.

(a)During the Term and thereafter, Demand Media, its Affiliates, assignees and sublicensees shall not (i) apply to register or cooperate in any effort by any Third Party to register the Rightside Opco Licensed IP anywhere in the world in connection with any products or services, except as specifically permitted under this Agreement; (ii) challenge or participate in any challenge of Rightside Opco’s rights in the Rightside Opco Licensed IP; or (iii) do anything else inconsistent with Rightside Opco’s rights in the Rightside Opco Licensed IP.

(b)As between the Parties, Rightside Opco shall exclusively own all right, title and interest in and to any and all Improvements made or created from or based on the Rightside Opco Licensed IP by or on behalf of the Demand Media Group or any of its assignees or sublicensees following the Effective Date.

(c)Demand Media shall provide Rightside Opco with written notice of any Improvements made or created from or based on the Rightside Opco Licensed IP by or on behalf of the Demand Media Group or any of its assignees or sublicensees following the Effective Date.  After such notice is provided, such Improvements shall automatically be included in the definition of the Rightside Opco Licensed Materials or Rightside Opco Licensed Software, as applicable, and the licenses granted to the Demand Media Group in Section 3.01 shall automatically be amended to allow the Demand Media Group to use such Improvements under the terms and conditions set forth in such sections.

ARTICLE IV.

PATENT, SOFTWARE AND MATERIALS LICENSE TO RIGHTSIDE OPCO

Section 4.01Patent License. Subject to the terms and conditions set forth in this Agreement, Demand Media hereby grants to Rightside Opco under all claims of the Licensed

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Patents, an exclusive, royalty-free, sub-licensable (subject to Section 9.07), worldwide fully paid-up right and license during the Term to use, sell, import, improve, modify, maintain, adapt, customize, and/or support any product, apparatus, hardware, software, method, system, and/or technology using the Licensed Patents, solely for the operation of the Domain Services Business.  Each Party acknowledges and agrees that Demand Media’s sole consideration for the grant of this license shall be the license granted from Rightside Opco to Demand Media under Section 3.01.

Section 4.02Software and Materials License to Rightside Opco.  Subject to the terms and conditions set forth in this Agreement, Demand Media hereby grants to Rightside Opco, and will cause each other member of the Demand Media Group to grant to Rightside Opco, a non-exclusive, royalty-free, sub-licensable (subject to Section 9.07), worldwide, fully paid-up right and license during the Term to use, create derivative works of, display or reproduce the Demand Media Licensed Software and Demand Media Licensed Materials for Rightside Opco’s internal business operations or as otherwise used by Rightside Opco as of the Effective Date.  Each Party acknowledges and agrees that Demand Media’s sole consideration for the grant of this license shall be the license granted from Rightside Opco to Demand Media under Section 3.01.

Section 4.03Maintenance of Licensed Patents.  Demand Media may in its sole discretion cease the maintenance of any Licensed Patents; provided, however, that if Demand Media elects not to pay a maintenance fee on a Licensed Patent, it will provide written notice to that effect to Rightside Opco at least three months before the due date of the next maintenance fee payment thereon, and thereafter, Rightside Opco may elect to pay the applicable maintenance fees.  Further, in the event that Demand Media abandons or otherwise ceases the maintenance of any Licensed Patent, then upon Rightside Opco’s written request, Demand Media  shall assign its rights in such abandoned Licensed Patent to Rightside Opco.

Section 4.04Expanded Rightside Opco Field of Use.  Rightside Opco may request an expansion of the scope of the licenses granted to it in Section 4.01 and Section 4.02 to allow for the Demand Media Licensed IP to be used by Rightside Opco other than as currently set forth in Section 4.01 and Section 4.02 (“New Rightside Opco Fields of Use”).   If such expansion is approved by Demand Media, the licenses granted to Rightside Opco in Section 4.01 and Section 4.02 shall be amended to allow for the Demand Media Licensed IP to be used by Rightside Opco in such approved New Rightside Opco Fields of Use.

Section 4.05Demand Media Licensed IP Enforcement Actions.

(a)Rightside Opco shall have the right to sue in its own name for any infringement, misappropriation, impairment or violation of the Demand Media Licensed IP by a Third Party using the Demand Media Licensed IP in a field of use that is similar to, or the same as, the Domain Services Business  (a “Rightside Opco Enforcement Action”); provided, however that Rightside Opco shall not compromise or settle any claim or action regarding the Demand Media Licensed IP in any manner that would affect the rights of Demand Media without the written consent of Demand Media, which consent shall not be unreasonably withheld.  Rightside Opco shall provide Demand Media with written notice prior to the institution of any Rightside Opco Enforcement Action.  Unless otherwise agreed upon pursuant to Section 4.05(b), all costs and expenses related to a Rightside Opco Enforcement Action shall be borne by Rightside Opco, and

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Rightside Opco shall be entitled to all Recoveries awarded to Rightside Opco as a direct result of a Rightside Opco Enforcement Action.  Demand Media shall, at Rightside Opco’s expense, cooperate fully and promptly with Rightside Opco with respect to such Rightside Opco Enforcement Action, in such manner and to such extent as Rightside Opco may reasonably request.

(b)Within thirty (30) days from Rightside Opco’s notice to Demand Media of Rightside Opco’s intent to institute a Rightside Opco Enforcement Action, Demand Media shall have the right to provide Rightside Opco with written notice of its desire to join such enforcement action.  Upon such notice, Rightside Opco shall take no action with respect to such matter until the Parties have negotiated in good faith an enforcement plan regarding such matter, which enforcement plan shall include the allocation of legal expenses, appointment of legal counsel, and allocation of Recoveries from such action.

Section 4.06Ownership of Demand Media Licensed IP and Improvements.

(a)During the Term and thereafter, Rightside Opco, its Affiliates, assignees and sublicensees shall not (i) apply to register or cooperate in any effort by any Third Party to register the Demand Media Licensed IP anywhere in the world in connection with any products or services, except to reflect Rightside Opco’s exclusive license in such Demand Media Licensed IP during the Term or as otherwise specifically permitted under this Agreement; (ii) challenge or participate in any challenge of Demand Media’s rights in the Demand Media Licensed IP; or (iii) do anything else inconsistent with Demand Media’s rights in the Demand Media Licensed IP.

(b)As between the Parties, Demand Media shall exclusively own all right, title and interest in and to any and all Improvements made or created from or based on the Demand Media Licensed IP by or on behalf of Rightside Opco or any of its Affiliates, assignees or sublicensees following the Effective Date.

(c)Rightside Opco shall provide Demand Media with written notice of any Improvements made or created from or based on the Demand Media Licensed IP by or on behalf of Rightside Opco or any of its Affiliates, assignees or sublicensees following the Effective Date.  After such notice is provided, such Improvements shall automatically be included in the definition of the Licensed Patents, Demand Media Licensed Materials or Demand Media Licensed Software, as applicable, and the licenses granted to Rightside Opco in Section 4.01 and Section 4.02 shall automatically be amended to allow Rightside Opco to use such Improvements under the terms and conditions set forth in such sections.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Section 5.01Mutual Representations.  Each Party warrants that it has the right and power to enter into this Agreement, and that the individual signing on such Party’s behalf has full authority to bind it to this Agreement.

Section 5.02No Intellectual Property Representations and Warranties.  Each Party acknowledges and agrees that the Assigned Patents, Assigned Software, Rightside Opco

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Licensed IP and Demand Media Licensed IP are being furnished “AS IS,” without any representations, warranties, or guarantees of any kind, whatsoever.

SECTION 5.03DISCLAIMER.  EXCEPT TO THE EXTENT OTHERWISE SET FORTH IN THIS AGREEMENT, EACH PARTY ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS RESPECTIVE USE OF THE ASSIGNED PATENTS, ASSIGNED SOFTWARE, RIGHTSIDE OPCO LICENSED IP AND DEMAND MEDIA LICENSED IP.  NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE ASSIGNED PATENTS, ASSIGNED SOFTWARE, RIGHTSIDE OPCO LICENSED IP OR DEMAND MEDIA LICENSED IP ARE “ERROR FREE” OR ANY WARRANTY OR GUARANTEE THAT THE ASSIGNED PATENTS, ASSIGNED SOFTWARE, RIGHTSIDE OPCO LICENSED IP OR DEMAND MEDIA LICENSED IP ARE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, CORRUPTED FILES OR OTHER COMPUTER PROGRAMMING THAT IS INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEMS, DATA, PERSONAL INFORMATION OR PROPERTY OF ANOTHER.

Section 5.04LIMITATION OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT.  THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTY’S BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.

ARTICLE VI.

INDEMNIFICATION

Section 6.01Indemnification By Demand Media.  From and after the Effective Date, Demand Media shall indemnify, defend and hold harmless Rightside Opco, and each of Rightside Opco’s Affiliates and Rightside Opco’s and its Affiliates’ directors, officers, employees, agents, successors and assigns (“Rightside Opco Indemnitees”), from and against any and all Losses of the Rightside Opco Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Demand Media Group’s use of the Rightside Opco Licensed IP outside the scope of the Demand Media Group’s rights under this Agreement, (ii) unless otherwise agreed upon pursuant to Section 3.03(b), any Demand Media Enforcement Action, and (iii) any breaches of this Agreement by Demand Media.

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Section 6.02          Indemnification By Rightside Opco.  From and after the Effective Date, Rightside Opco shall indemnify, defend and hold harmless Demand Media, and each of Demand Media’s Affiliates and Demand Media’s and its Affiliates’ directors, officers, employees, agents, successors and assigns (“Demand Media Indemnitees”), from and against any and all Losses of the Demand Media Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) Rightside Opco’s use of the Demand Media Licensed IP outside the scope of Rightside Opco’s rights under this Agreement, (ii) unless otherwise agreed upon pursuant to Section 4.05(b), any Rightside Opco Enforcement Action, and (iii) any breaches of this Agreement by Rightside Opco.

Section 6.03          Indemnification Procedures.  All indemnification procedures and payments shall be governed by Section 5.3 and Section 5.4 of the Separation Agreement, as applicable.

ARTICLE VII.

CONFIDENTIALITY

Section 7.01          Confidential Information. Each Party (the “Receiving Party”) expressly acknowledges that in connection with this Agreement, the other Party and their Affiliates (collectively, the “Disclosing Party”) may disclose or make available information and material relating to the Disclosing Party’s business or technology which is confidential or proprietary in nature which to the extent disclosed to the Receiving Party is hereinafter referred to as “Confidential Information” of the Disclosing Party provided such information:  (a) is disclosed in writing and conspicuously marked “CONFIDENTIAL” or with words of similar effect; or (b) is disclosed orally after the Effective Date and is identified as confidential information at the time of disclosure.

Section 7.02          Treatment of Confidential Information.  The Receiving Party shall, and shall cause its respective Representatives to:  (a) take commercially reasonable precautions to protect such Confidential Information consistent with all precautions the Receiving Party usually employs with respect to its own comparable confidential materials; (b) except as expressly provided in this Agreement, not disclose any such Confidential Information to any third Person, except under terms and conditions (including confidentiality, use, and disclosure restrictions) normally used by the Receiving Party to protect its own confidential or proprietary information of a similar nature; and (c) not use or disclose such Confidential Information except as necessary to exercise its rights and perform its obligations under this Agreement in accordance with any applicable restrictions or obligations with respect thereto.

Section 7.03          Exclusions.  Without granting any right or license, the Disclosing Party agrees that Section 7.02 will not apply with respect to any information that the Receiving Party can document:  (a) is or becomes generally available to the public through no improper action or inaction by the Receiving Party, its Representatives, its Affiliates, or its Affiliates’ Representatives; or (b) was rightfully disclosed to the Receiving Party by a third Person provided the Receiving Party complies with restrictions imposed by the third Person.  The Receiving Party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency, or pursuant to the lawful requirement or request of a governmental entity or

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agency, provided that reasonable measures are taken to guard against further disclosure (including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the Disclosing Party to do so) and has allowed the Disclosing Party to participate in any proceeding that requires the disclosure.

Section 7.04          Publicity.  Neither Party will communicate with the press or public regarding their relationship hereunder, or use the other’s name connected to, this Agreement without the other Party’s prior written consent.

ARTICLE VIII.

TERM AND TERMINATION

Section 8.01          Term.  The term of this Agreement shall begin on the Effective Date and shall continue for a period of fifteen (15) years from such date (the “Initial Term”).  Thereafter, this Agreement shall automatically renew for successive terms of fifteen (15) years (each, a “Renewal Term”).  Together, the Initial Term and any Renewal Terms shall constitute the “Term” of the License, unless this Agreement is earlier terminated in accordance with the provisions of Section 8.02 or Section 8.03 below, in which case the Term shall end on the effective date of termination.

Section 8.02          Termination by Mutual Agreement.  Notwithstanding Section 8.01 above, this Agreement shall terminate upon the mutual written approval of both Parties.

Section 8.03          Termination for Cause.  Notwithstanding Section 8.01 above, and subject to Section 8.04(b), either Party may terminate this Agreement by sending written notice to the other Party if:

(a)           the other Party is in material breach or default of any of its representations, warranties, covenants or obligations under this Agreement and which breach has remained uncured or otherwise unresolved for a period of 30 days or more following that Party’s receipt of written notice regarding such breach;

(b)           the other Party purports to assign, delegate or otherwise transfer any of its rights, benefits, powers, duties, responsibilities or obligations under this Agreement other than as expressly permitted under this Agreement; or

(c)           the other Party makes any assignment or assumption for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt or is placed in the hands of a receiver or if the equivalent of any of the proceedings or acts referred to in this clause, though known and/or designated by some other name or term, occurs.

Section 8.04          Effect of Termination.

(a)           Except as otherwise expressly provided in this Agreement, upon termination of this Agreement, each Party’s rights hereunder shall terminate, provided, however, that (i) Rightside Opco and its approved sublicensees shall end their use of the Demand Media Licensed IP on or before the date that is six (6) months after the termination of this Agreement; and (ii) the

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Demand Media Group and their approved sublicensees shall end their use of the Rightside Opco Licensed IP on or before the date that is six (6) months after the termination of this Agreement.

(b)           Notwithstanding anything in this Agreement to the contrary, in the event that a Party exercises its rights to terminate this Agreement under Section 8.03, such terminating Party’s rights to use the intellectual property rights licensed to it under this Agreement (in the case of Demand Media, its rights in the Rightside Opco Licensed IP; and in the case of Rightside Opco, its rights in the Demand Media Licensed IP) shall survive for the duration of the Initial Term or if applicable, the Renewal Term, subject to all applicable provisions and automatic renewal rights under this Agreement governing use of such licensed intellectual property rights.

Section 8.05          Survival.  Notwithstanding Section 8.04(a), and subject to Section 8.04(b), Article I, Article II, Section 3.04(a), Section 3.04(b), Section 4.06(a), Section 4.06(b), Article V, Article VI, Section 8.04, Section 8.05, and Article IX (except for Section 9.01) of this Agreement will survive the expiration or termination of this Agreement.

ARTICLE IX.

GENERAL

Section 9.01          Further Assurances.  In addition to the actions specifically provided for elsewhere in this Agreement, each Party agrees to execute or cause to be executed and to record or cause to be recorded such other agreements, instruments and other documents, and to take such other action, as reasonably necessary or desirable, to fully effectuate the license grants, intents and purposes of this Agreement.

Section 9.02          Consideration.  The Parties to this Agreement acknowledge and agree that the licenses, rights and obligations exchanged hereunder by the Parties are of substantially equal value, and accordingly, unless otherwise expressly set forth in this Agreement, no payments or royalties will be due from or to any Party under this Agreement.

Section 9.03          Relationship of the Parties.  This Agreement shall not be construed to place the Parties in the relationship of legal representatives, partners, joint venturers or agents of or with each other.  No Party shall have any power to obligate or bind the other party in any manner whatsoever, except as specifically provided herein.

Section 9.04          Amendment.  This Agreement may not be modified or amended, except by an agreement in writing signed by each of the Parties.

Section 9.05          Entire Agreement.  The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.  This Agreement (including the Schedules) and the Separation Agreement constitute the entire agreement between the Parties related to the subject matter of the Agreement and supersede all prior agreements, discussions and understandings between the Parties related to its subject matter.

Section 9.06          Priority of Agreements.  If there is a conflict between any provision of this Agreement and the Separation Agreement (or any other agreement referred to therein), the provisions of this Agreement will control.

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Section 9.07          Assignment.  This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party, without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that either Party may assign this Agreement (a) to an Affiliate of such Party, or (b) to a purchaser of all or substantially all of the properties and assets of such Party, in each case so long as such assignee expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.  Notwithstanding the foregoing, either Party may sublicense its rights under this Agreement to a third party who is not an Affiliate but solely to allow such third party to use such rights for the furtherance of the sublicensing Party’s internal business operations, and provided, further, that the sublicensing Party shall not be relieved of any of its obligations and covenants hereunder after such sublicense.

Section 9.08          Successors and Assigns.  The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 9.09          Third Party Beneficiaries.  This Agreement is solely for the benefit of the Parties and their respective Affiliates and shall not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 9.10          Notices.  All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party, as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To Demand Media:

Demand Media, Inc.

1655 26th Street

Santa Monica, CA 90404

Attention: Legal

Email: daniel.weinrot@demandmedia.com

Tel: (310) 394-6400

Fax: (310) 395-6249

To Rightside Opco:

Rightside Operating Co.

5808 Lake Washington Blvd., Suite 300

Kirkland, Washington  98033

Attention: Legal

Email: rick@rightside.co

Tel: (425) 298-2500

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Fax: (425) 298-2703

Section 9.11          Rules of Construction.  This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either Party.  Moreover, drafts of the Agreement and Schedules shall not be taken into account in interpreting, or establishing the nature or limits of, a Party’s rights and obligations hereunder.  As used herein, terms such as “include”, “including”, “for example”, “such as” and “e.g.,” will mean including without limitation.

Section 9.12          Title and Headings.  Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.13          No Waiver.  A Party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.  Any waivers granted hereunder are effective only if recorded in a writing signed by the Party granting such waiver.

Section 9.14          Severability.  If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

Section 9.15          Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

Section 9.16          Dispute Resolution.  The procedures set forth in Article VIII (Dispute Resolution) of the Separation Agreement shall apply to the resolution of all disputes arising under this Agreement.

Section 9.17          Specific Performance.  From and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative.  The Parties agree that, from and after the Effective Date, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 9.18          Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become

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effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

[signature page follows]

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IN WITNESS WHEREOF, the duly authorized representatives of each of the Parties hereto have executed this Agreement as of the Effective Date.

Demand Media, Inc.
By:	/S/ MEL TANG
Printed:				Mel Tang
Title:			Chief Financial Officer
Rightside Operating Co.
By:		/S/ TARYN J. NAIDU
Printed:				Taryn J. Naidu
Title:		Chief Executive Officer and President

Signature Page to Intellectual Property Assignment and License Agreement

Schedule 1

Assigned Patents

Schedule 2

Licensed Patents

Schedule 3

Assigned Software

EX-99.1

Exhibit 99.1

Rightside Group Announces Board of Directors and Executive Team

“Regular-way” Trading of NAME Common Stock Begins Today on Nasdaq Global Select Market

KIRKLAND, Wash., August 4, 2014 — (GLOBENEWSWIRE) — Rightside Group, Ltd. (Nasdaq: NAME), a leading provider of domain name services that enable businesses and consumers to find, establish and maintain their online presence, today announced the members of its board of directors and executive management team following the completion of Rightside’s spin-off from Demand Media, Inc.® (NYSE: DMD) on August 1, 2014.  In conjunction with the completion of the spin-off, Rightside common stock begins “regular-way” trading under the symbol “NAME” at today’s opening of the Nasdaq Global Select Market.

“Today’s milestone is a tribute to our team’s vision, ingenuity and commitment to making Rightside a leader in advancing the way businesses and consumers define and present themselves online,” said Taryn Naidu, CEO of Rightside. “Success will come from driving new TLDs through each aspect of our business — with our Registrar, Registry and Aftermarket businesses each doing their part to innovate and deliver for our customers.”

David E. Panos, Chairman of the Board of Directors, commented, “Rightside is ideally positioned to be a leader in the revolution taking place in the previously limited and tradition-bound world of domain names.  As we move past the .com era into a ‘new Internet’ with a multitude of creative and memorable options, the domain name is now a strategic asset for branding and marketing. “

Rightside Board of Directors

Rightside’s board is composed of three independent members and two non-independent members. The board is structured with three standing board committees (an audit committee, a compensation committee, and a nominating and corporate governance committee) comprised solely of independent directors.

David E. Panos, Chairman

Mr. Panos has served in several senior roles with Demand Media since 2008, including Executive Vice President of Emerging Markets, Chief Strategy Officer and Chief Marketing Officer.  He has been an integral part of the Demand Media team responsible for the strategy for acquiring gTLD registry operator rights in ICANN’s New gTLD Program and for establishing and implementing business operations to support Rightside’s registry operations, both domestically and internationally.  Mr. Panos is an entrepreneur with 25 years of early stage software company and venture capital experience.  He holds an M.B.A. from the Harvard Business School and is a Phi Beta Kappa graduate of Furman University.

Taryn J. Naidu, Rightside Chief Executive Officer and Director

Mr. Naidu joined Demand Media in 2006 as an executive advisor to the eNom management team, before taking a full-time position to drive business and product development strategy and corporate growth.  Since becoming Executive Vice President of Domain Services for Demand Media in 2011, he has led the registry team establishing Rightside’s strategy for acquiring gTLD registry operator rights, building the technology platform, and establishing and implementing domestic and international business operations.  Prior to Demand Media, Taryn was the CEO of Pool.com, where he joined the domain marketplace company as an engineer and worked his way up to become president and ultimately, CEO. Taryn holds a computer science degree from the University of Regina in Canada.

Robert J. Majteles, Director

Mr. Majteles is the managing partner of Treehouse Capital LLC, an investment firm he launched in 2000. He serves as an active and involved board member for the companies in Treehouse’s portfolio. Prior to launching Treehouse Capital LLC, Mr. Majteles was the Chief Executive Officer of three technology companies, including one which was publicly traded. Mr. Majteles has also served as a board member of, and an investor in, many public and private technology companies. In addition, he has been an investment banker and a mergers and acquisitions attorney.

James R. Quandt, Director

Mr. Quandt currently serves as the Chairman of the Board of Directors of Demand Media.   Since 2005, Mr. Quandt has served as co-founder and Managing Partner at Thomas James Capital, Inc., a private equity firm that also provides financial advisory services. He has served on a number of public and private company boards, including Intermix Media, Inc., an Internet marketing company that owned MySpace, Inc., Blue Label Interactive, Inc., Digital Orchid Incorporated, The FRS Company, where he is currently Chairman of the board, and the Brain Corporation.  Mr. Quandt is a member of the Board of Trustees of Saint Mary’s College of California and currently serves as Chairman Emeriti, and is the President of the Pacific Club of Newport Beach, California.

Richard C. Spalding, Director

Since 2003, Mr. Spalding has been the Managing Director at Kearny Venture Partners, focusing on life science and drug sector investments. From 2000 to 2003, Mr. Spalding was a General Partner at ABS Ventures, investing in emerging companies in the healthcare sector. From 1997 to 1999, Mr. Spalding served as a Vice President and the Chief Financial Officer at Portal Software, a software company for online billing services, where Mr. Spalding’s responsibilities included working on corporate financing and legal and financial reporting. Prior to that, Mr. Spalding served as the Chief Financial Officer at Fusion Medical Technologies, a medical device company, and was responsible for all aspects of the company’s initial public offering.  Earlier, he was with Alex, Brown and Sons, an investment bank to emerging growth companies, which he joined after a 14-year tenure at Brobeck, Phleger & Harrison LLP, acting as general counsel for initial public offerings, mergers and acquisitions, and corporate governance matters.

Rightside Executive Team

Taryn Naidu, Chief Executive Officer

Tracy Knox, Chief Financial Officer

Tracy leads Rightside’s financial operations, including accounting and financial reporting, treasury, and investor relations. With nearly 20 years of experience in global finance, Tracy has worked in a variety of industries, including software development and ecommerce. Previously, she served as CFO for several innovative companies including A Place for Mom, UIEvolution, and Drugstore.com.

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Wayne MacLaurin, Chief Technology Officer

Wayne is responsible for managing both the technology roadmap and day-to-day operations of Rightside’s technical systems. Prior to joining the Rightside team, Wayne served in various senior management positions within the domain name industry, including as CTO of Momentous, a Canadian domain name services company. Wayne also served as Executive Director for the DNS Operations, Analysis, and Research Center (DNS-OARC), an industry trade group.

Rick Danis, General Counsel

As Rightside’s General Counsel, Rick oversees all legal matters and initiatives across the organization. Prior to managing the legal components of Rightside’s transformation into an independent company, Rick was Demand Media’s SVP, Assistant General Counsel, and was responsible for managing all legal issues related to its domain name services businesses since 2009. Rick has held senior legal positions at Nokia, Yahoo, and Broadcast.com before its acquisition by Yahoo.

David Ryan, VP & GM, Registry Services

David leads Rightside’s registry business operations. Prior to joining Rightside, David opened and managed the international headquarters for what later became Rightside’s domain name services business in Dublin, Ireland. He has years of executive experience at start-ups and multi-national corporations, building and running high-availability, customer-facing, mission-critical services. His past roles include leading global customer support at Electronic Arts, one of the largest game developers in the world.

Steve Banfield, SVP & GM, Registrar Services

Steve leads Rightside’s Registrar Services group, which includes the company’s eNom and Name.com businesses.  A 20-year technology industry veteran, Steve has built and marketed digital products and services used by millions of consumers worldwide. Steve has previously been a startup CEO, consultant, and held senior leadership roles at Sony, Microsoft, and RealNetworks.

Matt Overman, VP & GM, Aftermarket and Premium Domains

Matt leads Rightside’s monetization and premium domain sales business. Matt previously served as General Manager of NameJet, establishing it as the premier auction marketplace in the domain name industry. He has also managed specialized sales efforts for five of the Web’s top 10 registrars. Prior to joining Rightside, Matt held positions at Hotkeys and McCann Erickson in Seattle.

Dwayne Walker, SVP, Business Development

Dwayne leads business development strategy across Rightside.  Before joining Rightside, he served in SVP and GM roles for DomainSponsor.com, TrafficMatch.com, and aftermarket domain sales for Oversee.net. Dwayne has also held executive management positions at Microsoft, Fidelity and other technology companies where his responsibilities included sales, marketing, business development, engineering, and product management.  Dwayne has also served on the boards of directors at Escrow.com, iClick.com, FreeShop.com and Micro General.

For a full list of Rightside’s executive staff, go to Rightside.co.

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About Rightside

Rightside™ inspires and delivers new possibilities for consumers and businesses to define and present themselves online. The company, with its affiliates, is a leading provider of domain name services offering one of the industry’s most comprehensive platforms for the discovery, registration, development, and monetization of domain names. This includes 15 million names under management, the most widely used domain name reseller platform, more than 20,000 distribution partners, an award-winning retail registrar, the leading domain name auction service through its NameJet joint venture and an interest in more than 100 new Top Level Domain registry operator agreements or applications through Rightside affiliate, United TLD Holdco Limited, trading as Rightside Registry. Rightside is home to some of the most admired brands in the industry, including eNom, Name.com, and NameJet (in partnership with Web.com). Headquartered in Kirkland, WA, Rightside has offices in North America, Europe and Australia. For more information please visit www.rightside.co.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, including, among others, statements relating to the trading of the Company’s common stock and prospects for Rightside as an independent entity following the separation from Demand Media, Inc. Statements that are not purely historical are forward looking statements. Statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Statements regarding Rightside’s future performance are based on current expectations, estimates and projections about our industry, financial condition, operating performance and results of operations, including certain assumptions related thereto. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Forward-looking statements involve risks and uncertainties including, among others:  revenue and growth expectations for Rightside following its separation from Demand Media, Inc.; the ability of Rightside to operate as an independent entity following the separation; market conditions in general; Rightside’s ability to successfully pursue, acquire and operate new gTLD registries; the impact on Rightside’s registry business given its limited experience in providing back-end infrastructure services to new and existing registries; the impact of any delays or limitations in introducing new gTLDs; Rightside’s ability to successfully market and sell its gTLDs; and the difficulty in predicting and developing consumer demand for new gTLDs. More information about potential risk factors that could affect Rightside’s operating and financial results are contained in Rightside’s Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on July 14, 2014.  All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Rightside does not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future

Media Contacts

Creation

Kate Loomis, T 206-576-5508, M 360-708-0429

katelyn.loomis@creation.io

press@rightside.co

Investor Contacts

Financial Profiles

Kristen Papke, 206.623.2233

Lisa Mueller, 310.622.8231

rightside@finprofiles.com

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