LEAF GROUP LTD. (a Delaware corporation) 7,145,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • Leaf Group Ltd. • Services-computer processing & data preparation • New York
Leaf Group Ltd., a Delaware corporation (the “Company”), confirms its agreement with Canaccord Genuity LLC (“Canaccord”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom Canaccord is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,071,750 additional shares of Common Stock, pursuant to this Underwriting Agreement (this “Agreement”). The aforesaid 7,145,000 shares of Common Stock (the “Initial Sec
CREDIT AGREEMENT Dated as of May 25, 2007 among DEMAND MEDIA, INC. as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, RBC CAPITAL MARKETS, as...Credit Agreement • September 16th, 2010 • Demand Media Inc. • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT is entered into as of May 25, 2007 among DEMAND MEDIA, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Demand Media, Inc. Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • October 29th, 2010 • Demand Media Inc. • Services-computer processing & data preparation • New York
Demand Media, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares and, at the election of the Underwriters, up to 675,000 additional shares of common stock, par value $0.0001 (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of up to 3,000,000 shares and, at the election of the Underwriters, up to 450,000 additional shares of Stock. The aggregate of 7,500,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to 1,125,000 additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and th
2,933,333 Shares1 LEAF GROUP LTD. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2018 • Leaf Group Ltd. • Services-computer processing & data preparation • New York
Leaf Group Ltd., a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 2,933,333 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriter an option to purchase up to 439,999 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
DEMAND MEDIA, INC. INDENTURE Dated as of ___________, 201_ [Name of Trustee]Demand Media Inc. • August 24th, 2012 • Services-computer processing & data preparation • New York
Indenture dated as of __________, 201_ between Demand Media, Inc., a company incorporated under the laws of Delaware (“Company”), and [Name of Trustee], as trustee (“Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2021 • Leaf Group Ltd. • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2020 (the “Effective Date”), is entered into by and between Leaf Group Ltd., a Delaware corporation (the “Company”), and Brian Gephart (the “Executive”).
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • September 3rd, 2013 • Demand Media Inc. • Services-computer processing & data preparation • California
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of August 29, 2013, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its permitted successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among DEMAND MEDIA, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and the Administrative Agent.
225,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENTCredit Agreement • September 3rd, 2013 • Demand Media Inc. • Services-computer processing & data preparation • California
THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 29, 2013, is entered into by and among DEMAND MEDIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, SILICON VALLEY BANK and U.S. BANK NATIONAL ASSOCIATION, as Joint Arrangers and Joint Bookrunners and SILICON VALLEY BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
DEMAND MEDIA, INC. AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • January 3rd, 2011 • Demand Media Inc. • Services-computer processing & data preparation • California
Demand Media, Inc. (the “Company”), pursuant to the Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan (as such plan may be amended and/or restated, the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2015 • Demand Media Inc. • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 4, 2015, is entered into by and between Demand Media, Inc., a Delaware corporation (the “Company”) and Peter Kim (the “Employee”).
105,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENTCredit Agreement • August 12th, 2011 • Demand Media Inc. • Services-computer processing & data preparation • New York
Schedule 1.1D: Immaterial Subsidiaries Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.5: Requirements of Law
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2016 • Demand Media Inc. • Services-computer processing & data preparation • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 1, 2016, is entered into by and between Demand Media, Inc., a Delaware corporation (the “Company”) and Dion Camp Sanders (the “Executive”).
INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENTIntellectual Property Assignment and License Agreement • August 7th, 2014 • Demand Media Inc. • Services-computer processing & data preparation • California
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.”
TRANSITION SERVICES AGREEMENT by and between DEMAND MEDIA, INC. and RIGHTSIDE GROUP, LTD. dated as of August 1, 2014Transition Services Agreement • August 7th, 2014 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
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.”
AGREEMENT AND PLAN OF MERGER by and among Graham Holdings Company, Pacifica Merger Sub, Inc. and Leaf Group Ltd. Dated as of April 3, 2021Agreement and Plan of Merger • April 5th, 2021 • Leaf Group Ltd. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 3, 2021, by and among Graham Holdings Company, a Delaware corporation (“Parent”), Pacifica Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Leaf Group Ltd., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2019 • Leaf Group Ltd. • Services-computer processing & data preparation • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of November 7, 2019 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank”), and LEAF GROUP LTD., a Delaware corporation (“Parent”), SOCIETY6, LLC, a Delaware limited liability company, WELL+GOOD LLC, a New York limited liability company, LS MEDIA HOLDINGS, LLC, a Delaware limited liability company, DENY DESIGNS, LLC, a Delaware limited liability company, SAATCHI ONLINE, INC., a Delaware corporation, OTHER ART FAIRS, LLC, a Delaware limited liability company, LEAF GROUP SERVICES, LLC, a Delaware limited liability company and LEAF OIYS, LLC, a Delaware limited liability company (together with Parent, each a “Co-Borrower” and collectively, “Co-Borrowers”), provides the terms on which Bank shall lend to Co-Borrowers, and Co-Borrowers shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER by and among DEMAND MEDIA, INC., GALLERY MERGER SUB, INC., SAATCHI ONLINE, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative Dated as of August 8, 2014Agreement and Plan of Merger • August 11th, 2014 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2014, is by and among: (i) Demand Media, Inc., a Delaware corporation (“Parent”); (ii) Gallery Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); (iii) Saatchi Online, Inc., a Delaware corporation (the “Company”) and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 12th, 2016 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
This Asset Purchase Agreement (this “Agreement”), dated April 8, 2016, is made by and among Demand Media, Inc., a Delaware corporation (“Seller”), Scripps Media, Inc., a Delaware corporation (“Buyer”), and, solely with respect to Section 10.15 The E. W. Scripps Company, an Ohio corporation and the parent of Buyer (the “Guarantor”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 7th, 2014 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
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.
CONSULTING AGREEMENTConsulting Agreement • March 1st, 2018 • Leaf Group Ltd. • Services-computer processing & data preparation • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of March 1, 2018, by and among Leaf Group Ltd. (the “Company”) and Daniel Weinrot (the “Consultant”).
SECURITIES PURCHASE AGREEMENT by and among DEMAND MEDIA, INC., SOCIETY6, LLC, THE SELLERS PARTY HERETO and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SELLER REPRESENTATIVE Dated as of June 20, 2013Securities Purchase Agreement • June 24th, 2013 • Demand Media Inc. • Services-computer processing & data preparation • California
This SECURITIES PURCHASE AGREEMENT, dated as of June 20, 2013 (this “Agreement”), is by and among: (i) Demand Media, Inc., a Delaware corporation (“Buyer”); (ii) Society6, LLC, a Delaware limited liability company (the “Company”); (iii) the holders of the Units of the Company (each, a “Seller” and collectively, the “Sellers”); and (iv) Shareholder Representative Services LLC, solely in its capacity as the Seller Representative (the “Seller Representative”). Each of the Company and the Sellers may be referred to herein as a “Seller Party” and collectively, as the “Seller Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ARTICLE X.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2019 • Leaf Group Ltd. • Services-computer processing & data preparation • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 22, 2019 (the “Effective Date”), is entered into by and between Leaf Group Ltd., a Delaware corporation (the “Company”), and Brian Pike (the “Executive”).
DEMAND MEDIA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2011 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between Demand Media, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
DEMAND MEDIA, INC. AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 6th, 2010 • Demand Media Inc. • California
Demand Media, Inc. (the “Company”), pursuant to the Amended and Restated Demand Media, Inc. 2006 Equity Incentive Plan (as such plan may be amended and/or restated, the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
DEMAND MEDIA, INC.Stock Option Agreement • August 6th, 2010 • Demand Media Inc.
Demand Media, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below (the “Option”), subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
DEMAND MEDIA, INC.Demand Media Inc. • August 6th, 2010
In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and Demand Media, Inc., a Delaware corporation (the “Company”) hereby acknowledge, you and the Company hereby enter into this letter agreement (the “Agreement”) as of April 18, 2006 (the “Execution Date”), subject to the terms and conditions contained herein, and further subject to and conditioned upon the consummation of the initial capitalization of and the acquisitions currently contemplated by the Company (the “Transactions”). This Agreement shall become effective only upon the closing of the Transaction last to occur (the “Closing,” and the date on which such Closing occurs, the “Effective Date”), it being understood that this Agreement shall be null and void and of no force or effect if any of the Transactions is not consummated for any reason.
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2013 • Demand Media Inc. • Services-computer processing & data preparation • Washington
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 31, 2010, is entered into by and between Demand Media, Inc., a Delaware corporation (the “Company”) and Taryn Naidu (the “Executive”).
First Amendment to Interim President and CEO Employment Agreement Side LetterDemand Media Inc. • March 17th, 2014 • Services-computer processing & data preparation
INTERIM PRESIDENT AND CEO EMPLOYMENT AGREEMENT SIDE LETTEREmployment Agreement • March 17th, 2014 • Demand Media Inc. • Services-computer processing & data preparation
STOCK PURCHASE AGREEMENT by and among DEMAND MEDIA, INC., INDIECLICK MEDIA GROUP, INC., THE SELLERS PARTY HERETO and PETER LUTTRELL, AS SELLER REPRESENTATIVE DATED AS OF AUGUST 8, 2011Stock Purchase Agreement • August 9th, 2011 • Demand Media Inc. • Services-computer processing & data preparation • California
This STOCK PURCHASE AGREEMENT, dated as of August 8, 2011 (this “Agreement”), is by and among: (i) Demand Media, Inc., a Delaware corporation (“Buyer”); (ii) IndieClick Media Group, Inc., a California corporation (the “Company”); (iii) the holders of the Shares (each, a “Seller” and, collectively, the “Sellers”); and (iv) Peter Luttrell, as the Seller Representative (the “Seller Representative”). Each of the Company and the Sellers may be referred to herein as a “Seller Party” and, collectively, as the “Seller Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ARTICLE X.
ASSET SALE AND SERVICES AGREEMENTAsset Sale and Services Agreement • July 31st, 2020 • Leaf Group Ltd. • Services-computer processing & data preparation • New York
THIS ASSET SALE AND CONTENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the later of the two dates in the below signature block (the “Effective Date”) by and between Hearst Newspapers, a division of Hearst Communications, Inc. with offices at 950 Eighth Avenue, New York, NY 10019 (“Hearst”) and Leaf Group Ltd., a Delaware corporation with offices at 1655 26th Street, Santa Monica, CA 90404 (“Leaf Group”) (each individually, a “Party”, and collectively, the “Parties”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008 DATED OCTOBER [21], 2010Stockholders’ Agreement • October 29th, 2010 • Demand Media Inc. • Services-computer processing & data preparation • Delaware
This Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement (the “Amendment”) serves to amend that certain Third Amended and Restated Stockholders’ Agreement, dated as of March 3, 2008, by and among Demand Media, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company parties thereto (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 13th, 2012 • Demand Media Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “First Amendment”), is made as of October 2, 2012, by and between Demand Media, Inc. (the “Company”), and Charles Hilliard (the “Consultant”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Consulting Agreement (as defined below).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2015 • Demand Media Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is dated as of April 30, 2014, by and between Demand Media, Inc. (the “Company”), and Julie Campistron (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
DEMAND MEDIA INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK PURCHASE AGREEMENTEquity Incentive Plan Restricted Stock Purchase Agreement • August 6th, 2010 • Demand Media Inc. • California
This restricted stock purchase agreement (the “Agreement”) is made between Charles Hilliard (together with any permitted transferee, “Purchaser”) and Demand Media, Inc. (the “Company”), as of June 1, 2007, pursuant to and subject to the terms and conditions of the Company’s 2006 Equity Incentive Plan (the “Plan”).
