STOCK PURCHASE AGREEMENT by and among TUCOWS INC. TUCOWS (EMERALD), LLC ENOM, INCORPORATED RIGHTSIDE GROUP, LTD. and RIGHTSIDE OPERATING CO. January 20, 2017Stock Purchase Agreement • January 23rd, 2017 • Rightside Group, Ltd. • Services-business services, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 20, 2017 by and among Tucows Inc., a Pennsylvania corporation (“Parent”), Tucows (Emerald), LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (“Buyer”), Rightside Group, Ltd., a Delaware corporation (“Seller”), Rightside Operating Co., a Delaware corporation and wholly owned subsidiary of Seller (“Seller Sub” and together with Seller, the “Selling Entities”), and eNom, Incorporated, a Nevada corporation and wholly owned subsidiary of Seller Sub (the “Company”). Each of Parent, Buyer, Seller Parent, Seller Sub and the Company are referred to herein sometimes as a “Party” and together as the “Parties.”
Unaudited Pro Forma Condensed Financial InformationForma Condensed Financial Information • January 23rd, 2017 • Rightside Group, Ltd. • Services-business services, nec
On January 20, 2017, Rightside Group, Ltd. (“Rightside” or the “Company”) and its wholly owned subsidiaries, Rightside Operating Co. (“Seller”) and eNom, Incorporated (“eNom”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tucows Inc. (“Tucows”) and Tucows (Emerald), LLC, a wholly-owned subsidiary of Tucows Inc. (the “Purchaser”), pursuant to which the Purchaser purchased Rightside’s eNom business through the purchase of all of the outstanding stock of eNom from Seller in exchange for $83.5 million, less a net working capital adjustment of $6.8 million, resulting in net cash at closing of $76.7 million (the “Transaction”). The purchase price is subject to customary adjustments following the closing, including a working capital adjustment to the extent such amount is greater or less than the estimated net working capital amount determined at closing. The Transaction closed on January 20, 2017.
