NAMEV (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 1, 2014

Rightside Group, Ltd.

(Exact name of registrant as specified in its charter)

5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington 98033

(Address of principal executive offices, including zip code)

(425) 289-2500

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

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))

SVB Credit Facility

On August 1, 2014, Rightside Group, Ltd. (the “Company”), its domestic subsidiaries Rightside Operating Co. and eNom, Incorporated (together with the Company, the “U.S. Borrowers”) and its foreign subsidiaries DMIH Limited, United TLD Holdco Ltd. and Rightside Domains Europe Limited (collectively, the “Non-U.S. Borrowers” and together with the U.S. Borrowers, the “Borrowers”) entered into a credit agreement and related security and other agreements for a $30,000,000 senior secured revolving loan facility (the “SVB Credit Facility”) with Silicon Valley Bank (“SVB”) as lender, including a subfacility of $15,000,000 available for the issuance of letters of credit.  Loans to the U.S. Borrowers are subject to a sublimit of 2.5 times the Company’s consolidated domestic EBITDA (as determined under the SVB Credit Facility).  On August 1, 2014, letters of credit with a face amount of $10,975,000 that were previously issued under the credit agreement of Demand Media, Inc. were deemed to be issued under the SVB Credit Facility and the Company assumed all obligations to SVB related thereto.

Borrowings under the SVB Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either: (i) a base rate determined by reference to the highest of: (a) the prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) the Eurodollar base rate for an interest period of one month plus 1.00%, plus a margin ranging from 1.00% to 1.50%, depending on the Company’s consolidated senior leverage ratio (as determined under the SVB Credit Facility), or (ii) a Eurodollar base rate determined by reference to LIBOR for the interest period equivalent to such borrowing adjusted for certain reserve requirements, plus a margin ranging from 2.00% to 2.50%, depending on the Company’s consolidated senior leverage ratio (as determined under the SVB Credit Facility). Interest on the revolving loans is payable at the end of the applicable interest period for Eurodollar loans, but at least quarterly, and quarterly for base rate loans.  The Company is also obligated to pay other customary closing fees, upfront fees, commitment fees and letter of credit fees for a credit facility of this size and type.

The Borrowers may repay and reborrow revolving loans under the SVB Credit Facility until the maturity date of August 1, 2017, when all amounts outstanding under the facility must be repaid in full.

The Borrowers are permitted to voluntarily prepay outstanding loans under the SVB Credit Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.

The credit agreement governing the SVB Credit Facility allows SVB to require mandatory prepayments of outstanding borrowings from amounts otherwise required to prepay term loans under the Company’s Tennenbaum Credit Facility, as further described below.

All obligations of the U.S. Borrowers under the SVB Credit Facility are unconditionally guaranteed by, and secured by substantially all of the assets of, the Company and the Company’s current and future material domestic subsidiaries, including the U.S. Borrowers.  All obligations of the Non-U.S. Borrowers under the SVB Credit Facility are unconditionally guaranteed by, and secured by substantially all of the assets of, the Company and the Company’s current and future material domestic and certain material foreign subsidiaries, including the U.S. Borrowers and the Non-U.S. Borrowers.

The credit agreement governing the SVB Credit Facility contains financial covenants, including a requirement that the Company maintain a minimum consolidated fixed charge coverage ratio, a maximum consolidated senior leverage ratio, a maximum consolidated net leverage ratio, and minimum liquidity.

The credit agreement governing the SVB Credit Facility contains customary representations and warranties and affirmative and negative covenants that, among other things (and subject to certain exceptions), restrict the ability of the Company and its subsidiaries from incurring additional indebtedness, granting additional liens, entering into fundamental changes, including mergers and consolidations, disposing of property, making payments on subordinated debt, paying dividends, redeeming or repurchasing stock, making investments, entering into certain transactions with affiliates, entering into sale-leaseback transactions, entering into certain swap arrangements, entering into certain restrictive agreements, and making certain amendments to organizational documents or

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subordinated debt documents, including the Tennenbaum Credit Facility described below.  In addition, the Company and its subsidiaries are required to maintain all of their domestic deposit and securities accounts with SVB.

The credit agreement governing the SVB Credit Facility also contains certain events of default, including, among others (and subject to certain thresholds and cure periods), non-payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, including the Tennenbaum Credit Facility described below, bankruptcy and insolvency defaults, judgment defaults, and the occurrence of a change of control.

The occurrence of an event of default could result in the acceleration of all outstanding obligations under the SVB Credit Facility.  Under certain circumstances, a default interest rate will apply on all outstanding obligations during the existence of an event of default at a per annum rate equal to 2.00% above the otherwise applicable interest rate.

Concurrently with the SVB Credit Facility, the Company and SVB entered into a post-closing agreement.  This agreement provides that, among other things, within seven days of closing the Tennenbaum Credit Facility described below, the Company will amend the SVB Credit Facility to be no less restrictive and on terms no less favorable to SVB than the terms of the Tennenbaum Credit Facility.

The descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibits 10.1 and 10.2 to this Form 8-K, and are incorporated herein by reference.

Tennenbaum Credit Facility

On August 6, 2014, the Company and its Cayman subsidiary United TLD Holdco Ltd. (“United,” and together with the Company, the “Borrowers”) entered into a credit agreement and related security and other agreements for a $30,000,000 term loan facility (the “Tennenbaum Credit Facility”) with Special Value Continuation Partners, LP and Tennenbaum Opportunities Fund VI, LLC as lenders and Obsidian Agency Services, Inc. as administrative agent and collateral agent.  On August 6, 2014, the Company incurred $10,000,000 in term loan borrowings and United incurred $20,000,000 in term loan borrowings under the Tennenbaum Credit Facility.

Term loans under the Tennenbaum Credit Facility bear interest at a rate per annum equal to LIBOR (but not less than 0.5% per annum) plus 8.75%.  Interest on the term loans is payable quarterly, beginning September 30, 2014.  The Company is also obligated to pay other customary closing fees and upfront fees for a credit facility of this size and type.

The principal amount of the term loans is scheduled to be repaid in quarterly installments of $375,000, beginning March 31, 2015.  Once repaid, term loans may not be reborrowed.  All amounts outstanding under the facility are due and payable in full on the maturity date of August 6, 2019.

The Borrowers are permitted to voluntarily prepay any outstanding term loans under the Tennenbaum Credit Facility by paying an amount equal to the principal amount being prepaid plus a premium of 4%, if prepaid in the first year the facility is outstanding, 2.5% in the second year, 1% in the third year, and 0% thereafter, plus customary “breakage” costs with respect to LIBOR loans.  Any such voluntary prepayments will be applied pro rata against the remaining principal installments.

The term loans under the Tennenbaum Credit Facility are subject to mandatory prepayments from 50% of excess cash flow (as determined under the Tennenbaum Credit Facility), which will be paid on the first to occur of the maturity, termination or refinancing of the SVB Credit Facility or the acceleration and termination of the SVB Credit Facility, from excess cash flow determined for the period from the closing of the Tennenbaum Credit Facility to the end of the fiscal year ended as of the date 90 days prior to such date, and thereafter annually for excess cash flow determined for each subsequent fiscal year.  In addition, mandatory prepayments, to the extent not used to prepay loans and cash collateralize letters of credit and permanently reduce the commitments under the SVB Credit Facility, are required from certain asset sales and insurance and condemnation events, subject to customary reinvestment rights.  Mandatory prepayments are also required from the issuances of certain indebtedness.  Mandatory prepayments from asset sales and issuances of indebtedness are subject to a prepayment premium that is the same as for voluntary prepayments.  Any such mandatory prepayments will be applied in inverse order of maturity against the remaining principal installments.

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All obligations of the Company under the Tennenbaum Credit Facility are unconditionally guaranteed by, and secured by substantially all of the assets of, the Company and the Company’s current and future material domestic subsidiaries.  All obligations of United under the Tennenbaum Credit Facility are unconditionally guaranteed by, and secured by substantially all of the assets of, the Company and the Company’s current and future material domestic and material foreign subsidiaries

The credit agreement governing the Tennenbaum Credit Facility contains financial covenants, including a requirement that the Company maintain a maximum consolidated net leverage ratio and minimum liquidity.

The credit agreement governing the Tennenbaum Credit Facility contains customary representations and warranties and affirmative and negative covenants that, among other things (and subject to certain exceptions), restrict the ability of the Company and its subsidiaries from incurring additional indebtedness, granting additional liens, entering into sale-leaseback transactions, making investments, consummating mergers or consolidations, disposing of assets, paying dividends, redeeming or repurchasing stock, making payments on subordinated debt, entering into certain restrictive agreements, entering into certain transactions with affiliates, making certain capital expenditures, making certain amendments to subordinated debt documents, the SVB Credit Facility, organizational documents or equity interests, and owning new subsidiaries that are not wholly-owned subsidiaries.

The credit agreement governing the Tennenbaum Credit Facility also contains certain events of default, including, among others (and subject to certain thresholds and cure periods), non-payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, including the SVB Credit Facility, bankruptcy and insolvency defaults, judgment defaults, and the occurrence of a change of control.

The occurrence of an event of default could result in the acceleration of all outstanding obligations under the Tennenbaum Credit Facility.  Under certain circumstances, a default interest rate will apply on all outstanding obligations during the existence of an event of default at a per annum rate equal to 2.00% above the otherwise applicable interest rate.

Jefferies LLC acted as the placement agent in connection with the Tennenbaum Credit Facility for which it will receive a $2.0 million fee.

The descriptions of the foregoing agreements are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibits 10.3 and 10.4 to this Form 8-K, and are incorporated herein by reference.

On August 6, 2014, in connection with the Tennenbaum Credit Facility, the Company entered into a warrant purchase agreement (the “Purchase Agreement”) with each of Special Value Continuation Partners, LP and Tennenbaum Opportunities Fund VI, LLC, the lenders to the Tennenbaum Credit Facility, pursuant to which the Company agreed to sell warrants to purchase up to an aggregate of 997,710 shares of common stock to such lenders (the “Warrants”).   Pursuant to the Purchase Agreement, the Company has agreed to indemnify the warrantholders against certain matters, the provisions of which are customary for transactions of this type.

The Warrants have an exercise price of $15.05 per share and will be exercisable in accordance with their terms at any time on or after February 6, 2015 through and including 5:00 p.m., Los Angeles time, on August 6, 2019. The Warrants contain a “cashless exercise” feature that allows the warrantholders to exercise such Warrants by surrendering a number of shares underlying the portion of the Warrant being exercised with a fair market value equal to the aggregate exercise price payable to the Company.

The Company and such warrantholders have also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to prepare and file a registration statement covering the resale of the shares of common stock underlying the Warrants (the “Warrant Shares”) under certain circumstances on or after February 6, 2015.  The Company is not required to file or maintain such a registration statement if, among other things, the Warrant Shares may be transferred by the holder thereof without registration under the Securities Act of 1933 in reliance on Rule 144  and the following conditions are met: (i) the Warrant Shares have

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been held for at least one year from the later of the date the Company issues the Warrant Shares and any resale of such Warrant Shares, or (ii) the Warrant Shares have been held for at least six months but less than one year from the later of the date the Company issues the Warrant Shares and any resale of such Warrant Shares and the Company has complied with the periodic reporting requirements of the Securities and Exchange Act of 1934, as amended.

The sale of the Warrants and, unless registered in accordance with the terms of the Registration Rights Agreement, any resale of the Warrants and Warrant Shares will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company issued the Warrants in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The investors acquired the Warrants for investment only and not with a view to or for sale in connection with any distribution of the Warrants or the Warrant Shares thereof, and appropriate legends were affixed to the Warrants. Each investor is an accredited investor and had adequate access to information about the registrant.

The foregoing summary descriptions of the material terms of the foregoing agreements are qualified in their entirety by reference to the complete and terms and conditions of such agreement filed as Exhibits 4.1 and 4.2 to this Form 8-K, and are incorporated herein by reference.

Item 9.01                   Financial Statements and Exhibits.

(d) Exhibits.

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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 7, 2014

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EXHIBIT INDEX

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Exhibit 4.1

WARRANT
RIGHTSIDE GROUP, LTD.

THE OFFER AND SALE OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT , OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH TRANSACTION IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW.

Warrant Certificate No.:                     

Original Issue Date: August 6, 2014

FOR VALUE RECEIVED, Rightside Group, Ltd., a Delaware corporation (the “Company”), hereby certifies that [Warrantholder], a Delaware [type of entity], or its registered assigns (the “Holder”) is entitled to purchase from the Company                      duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (subject to adjustment as provided herein, the “Total Warrant Shares”) at a purchase price per share initially equal to $15.05 (the “Spin-off Price,” and as may be adjusted as provided herein, the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant.

This Warrant has been issued pursuant to the terms of the Warrant Purchase Agreement, dated as of August 6, 2014 (the “Purchase Agreement”), between the Company and the investors listed on Exhibit A thereto.

1.                                      Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means, on any Exercise Date, an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date.

“Business Day” means any day other than a Saturday, Sunday or day on which banks in New York, New York or Los Angeles, California are authorized or required by law to close.

“Cashless Exercise” has the meaning set forth in Section 3(c).

“Closing Sale Price” means, for any security as of any date, the last closing trade price, respectively on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or if the foregoing do not apply, last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Link LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value of such security as determined jointly by the Board and the Holder; provided that if the Board and the Holder are unable to reach agreement within 15 days, the Closing Sale Price shall be determined by a Valuation Firm selected jointly by the Board and the Holder or, if that selection cannot be made within ten days, by a third Valuation Firm jointly selected by one Valuation Firm selected by the Board and a second Valuation Firm selected by the Holder.  All such determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means warrants, rights, options, evidence of indebtedness, shares of stock or other securities that are convertible into or exercisable or exchangeable for, with or without payment of additional consideration, shares of Common Stock or other Convertible Securities, either immediately or upon the arrival of a specified date or the happening of a specified event.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., Los Angeles time.

“Exercise Agreement” means an Exercise Agreement in the form attached hereto as Exhibit A.

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“Exercise Period” means the period beginning on February 6, 2015 through and including 5:00 p.m., Los Angeles time, on the fifth anniversary of Original Issue Date or, if such day is not a Business Day, on the first Business Day following such anniversary.

“Exercise Price” has the meaning set forth in the preamble.

“Fair Market Value” means, as of any date, the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately preceding such date, or if the Common Stock is not then listed on a securities exchange or quoted on a securities market, then for five consecutive Business Days.

“Holder” has the meaning set forth in the preamble.

“Information” has the meaning set forth in Section 5.

“Loan Documents” has the meaning set forth in the Credit Agreement.

“Mandatory Exercise Shares” means, as of any date of determination on or prior to the first anniversary of the Original Issue Date, half of the Total Warrant Shares, provided that the number of Mandatory Exercise Shares shall be reduced (until the number of Mandatory Exercise Shares is zero) by each Warrant Share with respect to which this Warrant is exercised on or prior to such date of determination.  After the first anniversary of the Original Issue Date, the number of Mandatory Exercise Shares shall be zero.

“Measurement Period” means any 25 consecutive Trading Day period that begins on or after the 25th Trading Day prior to the first day of the Exercise Period and ends on or before the one year anniversary of the Original Issue Date.

“Original Issue Date” means August 6, 2014.

“NASDAQ” means The NASDAQ Stock Market LLC.

“Principal Market” means, with respect to any security, NASDAQ, or if NASDAQ is not the principal securities exchange or trading market for such security, the principal securities exchange or trading market where such security is listed or traded.

“Purchase Agreement” has the meaning set forth in the preamble.

“Purchase Rights” has the meaning set forth in Section 5.

Reorganization” means any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or

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(v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock.

“Securities Act” means the Securities Act of 1933, as amended.

“Spin-off Price” has the meaning set forth in the preamble.

“Total Warrant Shares” has the meaning set forth in the preamble.

“Trading Day” means any day on which the Common Stock is traded on NASDAQ or any other U.S. securities exchange or securities market; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

“Valuation Firm” means, on any date, a nationally recognized investment banking or valuation firm that is not an Affiliate of the Company and has not provided services to the Company, the Holder or any of their respective Affiliates for the 36 months preceding such date.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Company then deliverable upon exercise of this Warrant.

All capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement unless otherwise indicated.

2.                                      Term of Warrant.  The Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares on any day during the Exercise Period.

3.                                      Exercise of Warrant.

(a)                                 Exercise Procedure. During the Exercise Period, this Warrant may be exercised by the Holder for all or from time to time any part of the unexercised Warrant Shares, upon:

(i)                                     surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction), together with a completed and executed Exercise Agreement; and

(ii)                                  payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

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(b)                                 Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price may be made, at the option of the Holder as expressed in the Exercise Agreement, by any of the following methods:

(i)                                     after the first anniversary of the Original Issue Date, by wire transfer of immediately available funds to an account designated in writing by the Company; or

(ii)                                  by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise.

(c)                                  Cashless Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making a cash payment to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) - (A x C)

B

For purposes of the foregoing formula:

A =                             the total number of shares with respect to which this Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Exercise Price).

B =                         the Fair Market Value

C =                         the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

(d)                                 Rule 144. For purposes of Rule 144 promulgated under the Securities Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Purchase Agreement.

(e)                                  Delivery of Stock Certificates. As promptly as practicable, and in any event within five Business Days after receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(f) hereof. The stock certificate or certificates so delivered shall be in such denomination or

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denominations as the exercising Holder shall reasonably request in the Exercise Agreement and registered in the name of the Holder or such other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(f)                                   Fractional Shares. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. In the event of any exercise of a Warrant where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and as to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one share of Common Stock on the Exercise Date.

(g)                                  Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(e) hereof, the Company shall deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(h)                                 Expenses and Taxes. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to the issuance or delivery of the Warrant Shares to any Person other than the Holder.

(i)                                     Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is required to be made in connection with a public offering, a sale of the Company (pursuant to a merger, sale of stock, or otherwise), or any other event, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction or event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such event.

(j)                                    Reservation of Shares. From the Original Issue Date until the end of the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate so that the Company may validly

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and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

(k)                                 Exercise Prior to Expiration.  Notwithstanding any other provision of this Warrant and to the extent this Warrant is not previously exercised as to all Warrant Shares subject hereto, if the Fair Market Value of Warrant Shares is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to the method set forth in Section 3(b)(ii) above immediately before its expiration.  To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 3(k), the Company shall promptly notify the Holder of the number of Warrant Shares the Holder is to receive by reason of such automatic exercise and the Company shall otherwise comply with the provisions of this Section 3.

(l)                                     Partial Mandatory Exercise.  If the Closing Sale Price of a Warrant Share is greater than 150% of the Spin-off Price on any 15 Trading Days within any Measurement Period, then on the later of the first Trading Day (x) following the 15th such Trading Day and (y) the first day of the Exercise Period:

(i)                                     this Warrant shall be deemed automatically exercised with respect to all Mandatory Exercise Shares pursuant to the method set forth in Section 3(b)(ii) above; and

(ii)                                  for purposes of calculating the number of shares of Common Stock to be received by the Holder in such Cashless Exercise, the Fair Market Value of a Warrant Share shall be deemed to be 150% of the Spin-off Price.

To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 3(l), the Company shall promptly notify the Holder of the number of Warrant Shares the Holder is to receive by reason of such automatic exercise and the Company shall otherwise comply with the provisions of this Section 3.

(m)                             Certain Limitations. To the extent that all or any portion of this Warrant is exercised on or prior to the first anniversary of the Original Issue Date, for the purposes of calculating the number of shares of Common Stock to be received by the Holder upon such exercise, the Fair Market Value of a Warrant Share shall be capped at 150% of the Spin-off Price up to the number of Mandatory Exercise Shares.  For the avoidance of doubt, the Fair Market Value of any Warrant Shares in excess of the Mandatory Exercise Shares shall be calculated without such limitation.

(n)                                 Tax Treatment.  If the Holder elects (or is automatically deemed to elect pursuant to Section 3(k) or 3(l)) the method of exercise set forth in Section 3(b)(ii), the “exchange” of the Warrants is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the U.S. Internal Revenue Code of 1986, as amended, and the parties hereto shall report consistently therewith for all tax purposes.

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(o)                                 No Right to Freely Tradeable Shares. Holder agrees and acknowledges that (i) the Warrant Shares issuable upon exercise hereof may be subject to restrictions on resale under state or federal securities laws and (ii) it has no right to receive Warrant Shares that are freely tradeable under such laws upon exercise hereof.

4.                                      Adjustment to Exercise Price and Number of Warrant Shares. The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4.

(a)                                 Adjustment Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock or Convertible Securities and does not concurrently make a distribution to the Holder consisting of (A) the amount of securities so distributed with respect to each outstanding share of Common Stock (in the case of Convertible Securities, determined on an as converted basis) multiplied by (B) the number of shares of Common Stock then issuable upon exercise of this Warrant, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, (x) the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and (y) the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, (x) the Exercise Price in effect immediately prior to such combination shall be proportionately increased and (y) the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

(b)                                 Adjustment Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any Reorganization, (i) each Warrant shall remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such Reorganization if the Holder had exercised this Warrant in full immediately prior to the time of such Reorganization and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and (ii) appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment in the

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Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 4(b) shall similarly apply to successive Reorganizations. The Company shall not effect any Reorganization unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Reorganization shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, the Holder shall have the right to elect prior to the consummation of any Reorganization, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.

(c)                                  Certain Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided for by such provisions occurs, then the Board shall in good faith make an appropriate adjustment in the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of this Section 4; provided, that no such adjustment pursuant to this Section 4(c) shall increase the Exercise Price or decrease the number of Warrant Shares issuable as otherwise determined pursuant to this Section 4.

(d)                                 Certificate as to Adjustment.

(i)                                     As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than five Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii)                                  As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than five Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(e)                                  Notices. In the event:

(i)                                     that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

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(ii)                                  of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or

(iii)                               of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Holder at least ten days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

5.                                      Purchase Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues or sells any shares of Common Stock or Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Company shall provide the Holder the right to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder would have acquired if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. If a notice informing the Holder of Purchase Rights contains material non-public information of the Company, the Company will identify such information in the notice  (such information to the extent so identified and not otherwise available to such Holder on a non-confidential basis prior to receipt of such notice, “Information”), and the Holder will maintain the confidentiality of such Information, except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Transaction Agreements or Loan

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Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 5, to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Transaction Agreements or Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company or any Subsidiary or any of their respective obligations, (f) with the consent of the Company or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 5.  Such Holder shall be considered to have complied with its obligation to maintain the confidentiality of Information as provided in this Section 5 if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information.

6.                                      Transfer of Warrant. This Warrant and the Warrant Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the this Warrant and the Warrant Shares other than (a) pursuant to an effective registration statement, (b) to the Company or (c) pursuant to Rule 144 (provided that Holder provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act or applicable state securities laws. Subject to the transfer conditions referred to in the legend endorsed hereon and in this Section 6, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B. Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

7.                                      Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares upon the due exercise of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Warrant Shares for any purpose.  Nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 7, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

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8.                                      Replacement on Loss; Division and Combination.

(a)                                 Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement and affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b)                                 Division and Combination of Warrant. Subject to Section 6 hereof, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. The Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

9.                                      No Impairment. The Company shall not, by amendment of its certificate of incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant.

10.                               Representations, Warranties and Covenants of the Company.  The Company hereby represents, covenants and agrees:

(a)                                 This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(b)                                 All Warrant Shares issuable pursuant to the terms hereof shall be, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, upon issuance, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights, and free and clear of all taxes, liens and charges.

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(c)                                  The Company shall, at its own expense, (i) take all such actions as may be necessary or appropriate to ensure that (A) all Warrant Shares are issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance), and (B) the Warrant Shares, immediately upon their issuance upon the exercise of the Warrants, will be listed on each securities exchange, if any, on which the Common Stock is then listed and (ii) obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities which may from time to time be required of the Company in order to satisfy its obligations hereunder.

(d)                                 This Warrant is not inconsistent with the Company’s certificate of incorporation or bylaws, does not contravene any law or governmental rule, regulation or order, does not and will not contravene any provision of, or constitute a default under, any agreement or other instrument to which the Company is a party or by which it is bound, and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.  The Company shall not amend its certificate of incorporation, bylaws or other organizational documents in any way (whether by merger or otherwise) that would materially and adversely affect the Warrantholder or the holders of Warrant Shares in any manner different from such amendment’s effect on the class of Common Stock taken as a whole.

11.                               Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

12.                               Participation in Corporate Distributions.  The Company shall not declare, make or pay any dividend or other distribution, whether in cash, securities (other than Common Stock or Convertible Securities) or other property, with respect to its Common Stock or any Convertible Securities unless it concurrently makes a distribution to the Holder consisting of (a) the amount of cash, securities and property distributed with respect to each outstanding share of Common Stock (in the case of Convertible Securities, determined on an as converted basis) multiplied by (b) the number of shares of Common Stock then issuable upon exercise of this Warrant.

13.                               Miscellaneous.

(a)                                 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours

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of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13(a)).

(b)                                 Expenses.  The Company shall pay all costs and expenses, including reasonable attorneys’ fees and fees, costs and expenses of accountants, advisors and consultants, incurred by the Holder and its counsel in connection with (i) any amendments, modifications or waivers of the provisions hereof, or (ii) any dispute or Proceeding in respect to the enforcement of the Holder’s rights under this Warrant or the Purchase Agreement.

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(c)                                  Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

(d)                                 Equitable Relief. Each of the Company and the Holder acknowledges that the rights of each party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, in the event that any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party will (i) be without an adequate remedy at law and (ii) suffer irreparable damage.  In the event that any party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party or parties may, subject to the terms hereof and in addition to any remedy at law for damages or other relief to which such party may be entitled, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other injunctive or equitable relief, without posting any bond or other undertaking.

(e)                                  Entire Agreement. The Transaction Agreements and the Credit Agreement and all agreements and instruments contemplated thereby constitute the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

(f)                                   Successor and Assigns. Whenever in this Warrant any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties hereto that are contained in this Warrant shall bind and inure to the benefit of their respective successors and assigns.  Such successors or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.  The Company shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Holder, and any attempted assignment without such consent shall be null and void.

(g)                                  Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

(h)                                 Amendment and Modification; Waiver. This Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single

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or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(i)                                     Survival.  The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant shall survive the execution and delivery of this Warrant.

(j)                                    Severability. In the event any one or more of the provisions contained in this Warrant be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavour 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.

(k)                                 Governing Law. This Warrant and any Proceeding arising out of or based upon this Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

(l)                                     Submission to Jurisdiction.  Any Proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in New York City and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any Proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any Proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or Proceeding brought in any such court has been brought in an inconvenient forum.  Each party irrevocably consents to service of process in the manner provided for notices in Section 13(a). Nothing herein will affect the right of any party to serve process in any other manner permitted by law.

(m)                             Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any Proceeding arising out of or relating to this Warrant or the transactions contemplated hereby.

(n)                                 Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same

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agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

(o)                                 Further Assurances.  Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably requested by the other party to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

(p)                                 No Third-party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(q)                                 Interpretation.  Any provision of this Agreement that refers to the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.”  References to numbered or letter articles, sections, subsections, paragraphs, Exhibits refer to articles, sections, subsections, paragraphs, or Exhibits, respectively, of this Agreement unless expressly stated otherwise.  All references to this Agreement or any other agreement include, whether or not expressly referenced, the exhibits, annexes, and schedules attached hereto or thereto, and such exhibits, annexes and schedules shall be construed with, and as an integral part of, this Agreement or such other agreement to the same extent as if they were set forth verbatim herein or therein.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “or” when used in this Agreement is not exclusive.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Unless otherwise expressly indicated, any agreement, instrument, law or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.  All accounting terms used and not defined herein have the respective meanings given to them under GAAP. The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all assets, real and personal, tangible and intangible. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated herein.  In the event that any claim is made by any Person relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Person or its counsel.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

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EXHIBIT A

EXERCISE AGREEMENT

To:                                                                      

(1)                                 The undersigned Holder hereby elects to purchase                shares of the Common Stock of Rightside Group, Ltd. (the “Company”), pursuant to the terms of the Warrant dated August 6, 2014 (the “Warrant”) between the Company and the Holder, and [tenders herewith a certified or official bank check in the amount consistent with Section 3(b)(i) of the Warrant] [elects the method of exercise set forth in Section 3(b)(ii) of the Warrant].

(2)                                 Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below.

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EXHIBIT B

ASSIGNMENT

(To transfer or assign the foregoing Warrant execute this form and supply required information.  Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby transferred and assigned to

The transfer made pursuant hereto is made without recourse to the Holder and without representation or warranty express or implied by the Holder, except that the Holder represents and warrants to the Transferee that it is the legal owner of the interest in the Warrant being assigned hereby.

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Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of this August 6, 2014, by and among Rightside Group, Ltd., a Delaware limited liability company (the “Company”) and the persons listed in Exhibit A of the Purchase Agreement (together with each of their respective Transferees, “Investors”).

WHEREAS, concurrently with the execution of this Agreement, Investors are acquiring from the Company Warrants to purchase Common Stock of the Company (the “Warrants”), pursuant to the Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”); and

WHEREAS, by entering into this Agreement, the Company wishes to provide a further inducement to Investors to acquire Warrants pursuant to the Purchase Agreement;

NOW, THEREFORE, in consideration of the foregoing premises, as an inducement to Investor to consummate the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Investors hereby covenant and agree with each other as follows:

1.                                      Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Common Stock” means the common stock, par value $0.0001 per share, or other Capital Stock of the Company issued or issuable upon exercise of or in respect of a Warrant, as well as any other Capital Stock that may be issued in respect of, in exchange for or in substitution of any of the foregoing by reason of any dividend, split, reverse split, combination, distribution, reclassification, recapitalization, restructuring, consolidation, securities exchange, reorganization or other transaction.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exercise Period” has the meaning set forth in the Warrants.

“Registrable Securities” means, at any time the Common Stock, provided that a security shall not be a Registrable Security if (i) a registration statement with respect to the offering of such security by the holder thereof shall have been declared effective under the Securities Act and such security shall have been disposed of by such holder pursuant to such registration statement, (ii) such security shall have been Transferred by the holder thereof and new certificates for such security not bearing a legend restricting further transfer shall have been delivered by the Company or its transfer agent and any subsequent Transfer of such security shall not require registration or qualification under the Securities Act or any similar state law then in force or (iii) such security may be Transferred by the holder thereof without registration under the Securities Act in reliance on Rule 144 and all of the conditions required by Rule 144(b)(1)(i) are then met (provided that, if at any subsequent time such security either may not be Transferred by the holder thereof without registration under the Securities Act in reliance on Rule 144 or the conditions required by Rule 144(b)(1)(i) are not then met, then such security shall again be a Registrable Security).  For the avoidance of doubt it is acknowledged and agreed that if notwithstanding the availability of an exemption from the registration requirements of the Securities Act (including under Section 3(a)(9) thereof by virtue of a Cashless Exercise (as defined in the Warrants)) with respect to the exercise of  all or any portion of a Warrant, a Stockholder elects to exercise such Warrant in accordance with Section 3(b)(i) thereof, the Warrant Shares issuable upon such exercise shall cease to be Registrable Securities.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act.

“Stockholder” means a holder of a Warrant or Registrable Security.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any security or assets owned by a Person or any interest (including a beneficial interest) in any security or assets owned by a Person.

All capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement unless otherwise indicated.

2.                                      Rule 144 Compliance.  With a view to making available to the Stockholders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a holder of Common Stock to sell such securities without registration, the Company shall:

(a)                                 use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the date hereof;

(b)                                 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c)                                  furnish to any Stockholder, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed or furnished by the Company as such Stockholder may request in connection with the sale of Common Stock without registration.

3.                                      Registration Rights.

(a)                                 Right to Demand.  At any time, a Stockholder may make written requests, each of which will specify the aggregate number of Registrable Securities to be registered (but in no event prior to the beginning of the Exercise Period) and will also specify the intended methods of disposition thereof (a “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities then owned by such Stockholder or issuable to such Stockholder upon exercise of its Warrant (a “Registration”); provided that the Investors shall not have the right to cause the Company to effect more than one Registration of their Registrable Securities pursuant to this Agreement in any six-month period or more than three Registrations in total during the term of this Agreement.  A Registration pursuant to this Section ARTICLE I  3 will (i) be on such appropriate form of the Commission and (ii) permit the intended method or methods of distribution specified by such Stockholder to the extent reasonably acceptable to the Company, such acceptance not to be unreasonably withheld, conditioned or delayed (the “Plan of Distribution”), including a distribution to, and resale by, the Related Persons of such Stockholder; provided, that no Investor shall have any rights hereunder to cause the Company to effect a Registration for the sale of its Registrable Securities through an underwritten offering.  If the Company is eligible to utilize a short form registration, such as a Form S-3, the Company may utilize such form.

Upon any such request for a Registration, the Company will use its reasonable efforts to effect the prompt registration (but in no event prior to the beginning of the Exercise Period) under the Securities Act

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of the Registrable Securities that the Company has been so requested to register by a Stockholder as contained in its Request Notice, to the extent required to permit the disposition of the Registrable Securities to be registered in accordance with the Plan of Distribution.

Under no circumstances shall any Stockholder have the right to cause the Company to include Registrable Securities on any a registration statement filed or intended to be filed for any other purpose.

(b)                                 Revocation.  If a Stockholder, at any time prior to the effective date of the registration statement relating to such Registration, revokes its request by providing a written notice thereof to the Company, such Stockholder shall be required to reimburse the Company for the Company’s expenses incurred in connection with such attempted registration.

4.                                      Registration Procedures.

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Stockholders requesting any Registration shall furnish to the Company such information regarding them, the Registrable Securities owned by them or issuable to them upon exercise of their Warrants,  such agreements regarding indemnification, disposition of such securities and other matters referred to in and consistent with this Agreement, as the Company shall reasonably request and as is required in connection with the action to be taken by the Company.  With respect to any Registration that includes Registrable Securities owned by a Stockholder, the Company will, subject to Section 3:

(a)                                 As promptly as practicable (but if the Company receives a Request Notice (i) at a time that a registration on Form S-3 or any successor or comparable form is unavailable, no more than  45 days after the later of (x) the Company’s receipt of such Request Notice and (y) February 13, 2015 or (ii) at a time that a registration on Form S-3 or any successor or comparable form is available, no more than 30 days after the receipt of such Request Notice) prepare and file with the Commission a registration statement on the appropriate form prescribed by the Commission for such intended method of disposition and use its reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter (but in no event prior to the beginning of the Exercise Period); provided that (A) before filing a registration statement or prospectus or any amendments or supplements thereto (other than filings related to the Company’s reporting requirements under the Exchange Act), the Company shall furnish to counsel representing the Stockholders selling Registrable Securities under such Registration copies of all documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such counsel and (B) that the Company shall not be obligated to maintain such registration effective for a period longer than (x) 360 days, or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the “Effectiveness Period”);

(b)                                 Prepare and file with the Commission such amendments and post-effective amendments to such registration statement and any documents required to be incorporated by reference therein as may be necessary to keep the registration statement effective for a period of not less than the Effectiveness Period (but not prior to the expiration of the time period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act and comply with the Securities Act in a timely manner; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the Plan of Distribution;

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(c)                            Promptly incorporate in a prospectus supplement or post-effective amendment such information as the such Stockholder reasonably requests to be included therein related to the Plan of Distribution; and make all required filings of such prospectus supplement or post-effective amendments as soon as practical after being notified of the matters to be incorporated in such supplement or amendment.

(d)                           Furnish to such Stockholder, without charge, such number of conformed copies of the registration statement and any post-effective amendment thereto, as such Stockholder may reasonably request, and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such Stockholder may request in order to facilitate the disposition of the securities being sold by such Stockholder (it being understood that, subjection to the penultimate paragraph of this Section 4, the Company consents to the use of the prospectus and any amendment or supplement thereto by the Stockholders covered by the registration statement and in connection with the offering and sale of the securities covered by the prospectus or any amendments or supplements thereto);

(e)                                  Notify such Stockholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the investors of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(f)                                   Make generally available to its security holders an earnings statement, which need not be audited, satisfying the provisions of Section 11(a) of the Securities Act as soon as reasonably practicable after the end of the 12-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover such 12-month period; and

(g)                            After the filing of a registration statement, (i) notify each Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or, to the Company’s knowledge, threatened by the Commission and of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction or any contractual or other restrictions to which such securities are subject, and (ii) take all reasonable actions to obtain the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of any Registrable Securities as soon as practicable; and

(h)                           Make available for inspection during normal business hours by any Stockholder, and any attorney, accountant, or other agent retained by any such Stockholder, all financial and other books and records, pertinent corporate and business documents and properties of the Company and its subsidiaries and provide such Persons opportunities to discuss the business and affairs of the Company and its subsidiaries with the Company’s Representatives and the independent public accountants who have certified the Company’s consolidated financial statements, and supply all other information and respond to all other inquiries reasonably requested by such Persons, in each case as reasonably necessary in the

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opinion of such Stockholder to conduct a reasonable investigation within the meaning of the Securities Act and establish a due diligence defense under the Securities Act.

The Stockholders of the Registrable Securities included in the Registration, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 4(e) or (g)(i) of this Section ARTICLE I  4, will forthwith discontinue disposition of the Registrable Securities until such Stockholders’ receipt of the copies of the supplemented or amended prospectus contemplated by subsection 4(e) of this Section ARTICLE I  4 or until advised in writing by the Company that the use of the prospectus may be resumed, and such Stockholders have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, each such Stockholder will deliver to the Company (at the Company’s sole expense) all copies, other than permanent file copies then in such Stockholder’s possession, of the prospectus covering such securities current at the time of receipt of such notice.

No Stockholder shall be required to make any representations or warranties to or agreements with the Company, other than representations and warranties regarding (i) such Stockholder to the extent it is selling Registrable Securities in an offering made pursuant to a Registration, (ii) such Stockholder’s ownership of and title to the Registrable Securities to be sold in such offering and (iii) the accuracy and completeness of the information furnished by such Stockholder for use in any registration statement prospectus relating to the Registrable Securities and any amendment, supplement or other materials associated therewith.  Any liability of any such Stockholder for breach of such representations and warranties shall be limited to an amount equal to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such Registration, and any liability of any such Stockholder under any such agreement with the Company shall be limited to liability arising from breach of its representations and warranties therein.

Each Investor agrees, and any assignee or designee of such Investor shall agree, to maintain the confidentiality of any material non-public information of the Company that is (a) labeled as such, (b) provided to such Person by the Company in connection with the Company’s obligations hereunder and (c) not otherwise available to the Person on a non-confidential basis prior to receipt of such information in accordance with Section 5 of such Investor’s Warrant as if such information was “Information” as defined such Warrant.

5.                                      Registration Expenses.

(a)                                 The Company shall bear all expenses incident to the Company’s performance of or compliance with Section 2, Section ARTICLE I  3 and Section ARTICLE I  4 of this Agreement, including all Commission and stock exchange or the Financial Industry Regulatory Authority, Inc. registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), printing expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants.

(b)                                 In connection with each Registration initiated hereunder, the Company shall reimburse the Stockholders covered by such registration for the reasonable fees and disbursements of one law firm chosen by a majority of the number of shares of Registrable Securities included in the Request Notice.

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6.                                      Indemnification.

(a)                                 Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Stockholder and its Related Persons, against all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or in any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, except insofar as the same are made in reliance on and in conformity with any information with respect to such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein.

(b)                                 Indemnification by the Stockholders.  In connection with any offering made pursuant to a Registration in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or in any document incorporated by reference therein; provided that the obligation to indemnify shall be several (and not joint) among such Stockholders and the liability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such Registration in accordance with the terms of this Agreement.  The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or Proceeding if such settlement is effected without the consent of such Stockholder, such consent not to be unreasonably withheld, conditioned or delayed.  The Company and the Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the Stockholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or other materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by a Stockholder selling Registrable Securities covered by such registration statement and its Affiliates, (ii) transactions or the relationship between such Stockholder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such Stockholder and (iv) any additional information about such Stockholder or the plan of distribution required by law or regulation to be disclosed in any such document.

(c)                                  Conduct of Indemnification Proceedings.  Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  Any indemnified party shall have the right to retain its own counsel, but the fees and

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expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) in such indemnified party’s reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability hereunder with respect to the action, except to the extent that such indemnifying party is materially prejudiced by the failure to give such notice; provided that any such failure shall not relieve the indemnifying party from any other liability which it may have to any other party or to such indemnified party other than pursuant to this Section ARTICLE I  6.  No indemnifying party in the defense of any such claim or litigation, shall, except with the prior written consent of such indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement with respect to such indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d)                                 Contribution.  If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) of this Section ARTICLE I  6 is unavailable to an indemnified party as contemplated by the preceding paragraphs (a) and (b) of this Section ARTICLE I  6 or is insufficient to hold such indemnified party harmless, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party, or (ii) if the allocation provided by the preceding clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding clause (i) but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the sellers of Registrable Securities and any other sellers participating in the Registration on the other hand shall be determined by reference to, among other things the same respective proportions as the net proceeds from the sale of Registrable Securities pursuant to such Registration by the Company and such Stockholder. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the Registration on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  In no event shall the liability of any such Stockholder be greater in amount than the lessor of (i) the amount of proceeds received by such Stockholder upon the sale of Registrable Securities pursuant to such Registration and (ii) the amount for which it would have been obligated to pay as an indemnifying party by way of indemnification if the indemnification provided in paragraph (b) of this Section ARTICLE I  6 had been available.

7.                                      Miscellaneous.

(a)                                 Severability.  In the event any one or more of the provisions contained in this Agreement be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being

7

understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  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.

(b)                                 Notices.  Notices and other communications provided for herein shall be in writing and shall be delivered in the manner set forth in the Warrants.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date 5 Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 7(b) or in accordance with the latest unrevoked direction from such party given in accordance with this Section 7(b).  As agreed to among the Company and a Stockholder from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

(c)                                  Amendment and Modification; Waiver.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(d)                                 Cumulative Remedies.  The rights and remedies provided in this Agreement are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

(e)                                  Enforcement of Agreement.  The Company acknowledges that the rights of each Stockholder hereunder are special, unique and of extraordinary character and that, in the event that the Company violates or fails or refuses to perform any covenant or agreement made by it herein, each Stockholder will (i) be without an adequate remedy at law and (ii) suffer irreparable damage.  In the event that the Company violates or fails or refuses to perform any covenant or agreement made by it herein, each Stockholder may, subject to the terms hereof and in addition to any remedy at law for damages or other relief to which it may be entitled, institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other injunctive or equitable relief, without posting any bond or other undertaking.

(f)                                   Entire Agreement.  The Transaction Agreements and the Credit Agreement and all agreements and instruments contemplated thereby constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

(g)                                  Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision

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or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than of the State of New York.

(h)                                 Submission to Jurisdiction; Consents to Service of Process.  Any Proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in New York City, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum.  Each party irrevocably consents to service of process in the manner provided for notices in Section 7(b).  Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.

(i)                                     Waiver of Jury Trial.  Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(j)                                    Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(k)                                 Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(l)                                     Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.  The Company shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Stockholders, and no Stockholder may assign or delegate any of its rights or duties hereunder without the prior consent of the Company (such consent to be unreasonably withheld, conditioned or delayed, it being acknowledged and agreed that preventing an assignment or delegation to an Affiliate of the Company or a Person the Company reasonably believes is taking or preparing to take action to become an Affiliate of the Company shall be a reasonable reason to withhold, condition or delay such consent), and any attempted assignment without such consent shall be null and void; provided that Investor may, without the prior written consent of the Company, assign or delegate any of its rights or duties hereunder to one or more of its Related Persons.

(m)                             No Strict Construction.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(n)                                 No Third-party Beneficiaries.  Except as otherwise expressly stated herein, this Agreement is for the sole benefit of the Company, the Stockholders and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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(o)                                 Interpretation.  Any provision of this Agreement that refers to the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.”  References to numbered or letter articles, sections, subsections, paragraphs, Exhibits refer to articles, sections, subsections, paragraphs, or Exhibits, respectively, of this Agreement unless expressly stated otherwise.  All references to this Agreement or any other agreement include, whether or not expressly referenced, the exhibits, annexes, and schedules attached hereto or thereto, and such exhibits, annexes and schedules shall be construed with, and as an integral part of, this Agreement or such other agreement to the same extent as if they were set forth verbatim herein or therein.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “or” when used in this Agreement is not exclusive.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Unless otherwise expressly indicated, any agreement, instrument, law or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.  All accounting terms used and not defined herein have the respective meanings given to them under GAAP. The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all assets, real and personal, tangible and intangible. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated herein.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date first set forth above.

Exhibit 10.1

$30,000,000 SENIOR SECURED CREDIT FACILITIES

CREDIT AGREEMENT

dated as of August 1, 2014,

among

RIGHTSIDE GROUP, LTD.,

RIGHTSIDE OPERATING CO.,

ENOM, INCORPORATED

as the U.S. Borrowers,

DMIH LIMITED,

UNITED TLD HOLDCO LTD.,

RIGHTSIDE DOMAINS EUROPE LIMITED,

As the Non-U.S. Borrowers,

and

SILICON VALLEY BANK,

As Lender

TABLE OF CONTENTS

i

TABLE OF CONTENTS
(Continued)

ii

TABLE OF CONTENTS
(Continued)

iii

TABLE OF CONTENTS
(Continued)

iv

TABLE OF CONTENTS
(Continued)

EXHIBITS

Exhibit A:                                                                                                                                         Form of Guarantee and Collateral Agreement
Exhibit B:                                                                                                                                         Form of Compliance Certificate
Exhibit C:                                                                                                                                         Form of Secretary’s Certificate
Exhibit D:                                                                                                                                         Form of Guarantee (Non-U.S. Entities)
Exhibit E:                                                                                                                                          Form of Assignment and Assumption
Exhibit F:                                                                                                                                           Form of Notice of Borrowing
Exhibit G:                                                                                                                                         Form of Notice of Conversion/Continuation

Exhibit H:                                                                                                                                        Form of Collateral Information Certificate

Exhibit I:                                                                                                                                             Form of Release and Assumption Agreement

SCHEDULES TO DISCLOSURE LETTER

Schedule 1.1A:                                                              Existing L/C’s
Schedule 1.1B:                                                              Immaterial Subsidiaries
Schedule 4.4:                                                                       Governmental Approvals, Consents, Authorizations, Filings and Notices
Schedule 4.5:                                                                       Requirements of Law
Schedule 4.6:                                                                       Litigation
Schedule 4.15:                                                                Subsidiaries
Schedule 4.17:                                                                Environmental Matters
Schedule 4.19(a):                                                 Financing Statements and Other Filings
Schedule 7.2(d):                                                        Existing Indebtedness
Schedule 7.3(f):                                                          Existing Liens
Schedule 7.7:                                                                       Existing Investments
Schedule 10.20(c)                                               Patriot Act; OFAC

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 1, 2014, is entered into by and among RIGHTSIDE GROUP, LTD., a Delaware corporation (“Borrower Parent”), RIGHTSIDE OPERATING CO., a Delaware corporation (“Opco”), ENOM, INCORPORATED, a Nevada corporation (“eNom” and with Borrower Parent and Opco, the “U.S. Borrowers”), DMIH LIMITED, a limited liability company organized under the laws of Ireland (“DMIH”), UNITED TLD HOLDCO LTD., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“United”), RIGHTSIDE DOMAINS EUROPE LIMITED, a limited liability company organized under the laws of Ireland (“Domains” and with DMIH and United, the “Non-U.S. Borrowers”) (the U.S. Borrowers and the Non-U.S. Borrowers are collectively referred to as “Borrowers” and each individually, a “Borrower”), and SILICON VALLEY BANK (“SVB”), as Lender (in such capacity, the “Lender”).

WITNESSETH:

WHEREAS, the Borrowers desire to obtain financing for general corporate purposes;

WHEREAS, Lender has agreed to extend certain credit facilities to the Borrowers, upon the terms and conditions specified in this Agreement, in an aggregate amount not to exceed $30,000,000, consisting of a revolving loan facility with a letter of credit sub-facility (in the aggregate available amount of $15,000,000 as a sublimit of the revolving loan facility);

WHEREAS, each Loan Party has agreed to grant to Lender a first priority lien on substantially all of its respective assets and to secure all of its Obligations and, in the case of the U.S. Borrowers, the Obligations of each other Borrower, and in the case of the Non-U.S. Borrowers, the Obligations of each other Non-U.S. Borrower only; and

WHEREAS, each of the Guarantors has agreed to guarantee the Obligations of the Borrowers, subject to the limitations set forth herein, and to secure its respective Obligations in respect of such guarantee by granting to Lender a first priority lien on substantially all of its respective assets.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

1.1                               Defined Terms.  As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1.00%) equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect for such day plus 0.50%, and (c) the Eurodollar Base Rate for a one-month Interest Period beginning on such day plus 1.00%.  Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate shall be

effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate.

“ABR Loans”:  Loans, the rate of interest applicable to which is based upon the ABR.

“Account Debtor”:  any Person who may become obligated to any Person under, with respect to, or on account of, an Account (as defined in the UCC), chattel paper or general intangible (including a payment intangible).  Unless otherwise stated, the term “Account Debtor”, when used herein, shall mean an Account Debtor in respect of an Account of a Borrower.

“Affiliate”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of determining the “Affiliates” of any Person other than a Loan Party, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement”:  as defined in the preamble hereto.

“Agreement Currency”:  as defined in Section 10.19.

“Applicable Margin”:  from time to time, the following percentages per annum, based upon the Consolidated Senior Leverage Ratio as set forth in the most recent Compliance Certificate received by Lender pursuant to Section 6.2(b):

Notwithstanding the foregoing, (a) until the delivery of the first Compliance Certificate required to be delivered pursuant to Section 6.2(b), the Applicable Margin shall be the rates corresponding to Pricing Level III in the foregoing table, (b) if the Borrower fails to deliver the financial statements required by Section 6.1 and the related Compliance Certificate required by Section 6.2(b), by the respective date required thereunder after the end of any related fiscal quarter, the Applicable Margin shall be the rates corresponding to Pricing Level I in the

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foregoing table until such financial statements and Compliance Certificate are delivered, and (c) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing.

If, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, Lender, in consultation with the Borrower, determines that (x) the Consolidated Senior Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (y) a proper calculation of the Consolidated Senior Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Consolidated Senior Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to Lender, promptly on demand by Lender, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Consolidated Senior Leverage Ratio would have resulted in lower pricing for such period, Lender shall not have any obligation to repay any interest or fees to the Borrower; provided that this provision shall not survive the earlier of the Revolving Termination Date and the date on which all Revolving Commitments are terminated pursuant to Section 2.9.

“Application”:  an application, in such form as Lender may specify from time to time, requesting Lender to issue a Letter of Credit.

“Approved Fund”:  any Fund that is administered or managed by (a) Lender, (b) an Affiliate of Lender, or (c) an entity or an Affiliate of an entity that administers or manages Lender.

“Assignment and Assumption”:  an assignment and assumption entered into by Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6), and accepted by Lender, in substantially the form of Exhibit E or any other form (including electronic documentation generated by an electronic platform) approved by Lender.

“Available Revolving Commitment”:  at any time, an amount equal to (a) the total Revolving Commitment in effect at such time, minus (b) the aggregate undrawn amount of all outstanding Letters of Credit at such time, minus (c) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time, minus (d) the aggregate principal balance of any Revolving Loans outstanding at such time.

“Bankruptcy Code”:  Title 11 of the United States Code entitled “Bankruptcy.”

“Board”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” and “Borrowers”:  as defined in the preamble hereto.

“Borrower Parent”:  Rightside Group, Ltd., a Delaware corporation.

“Borrowing Date”:  any Business Day specified by the Borrower in a Notice of Borrowing as a date on which a Borrower requests Lender to make Loans hereunder.

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“Business”:  as defined in Section 4.17(b).

“Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law to close; provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Lease Obligations”:  as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or in the share capital of a company, any and all equivalent ownership interests in a Person (other than a corporation), all securities convertible into or exchangeable for shares, interests, participations or other equivalents of capital stock of a corporation or share capital of a company or ownership interests in a Person (other than a corporation), all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), and any and all warrants, rights or options to purchase or acquire any of the foregoing, whether voting or nonvoting.

“Cash Collateralize”:  to pledge and deposit with or deliver to (a) with respect to Obligations in respect of Letters of Credit, Lender, as collateral for L/C Exposure or obligations of Lender to fund participations in respect thereof, cash or Deposit Account balances having an aggregate value of at least 105% of the L/C Exposure or, if Lender shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Lender; (b) with respect to Obligations in respect of any Specified Swap Agreements, the applicable Qualified Counterparty, as collateral for such Obligations, cash or Deposit Account balances or, if such Qualified Counterparty shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to such Qualified Counterparty.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of nine months or less from the date of acquisition issued by Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within nine months from the date of acquisition; (d) repurchase obligations of Lender or of any commercial bank satisfying the

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requirements of clause (b) of this definition or of a recognized securities dealer having capital and surplus in excess of $250,000,000, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended and (ii) are rated AAA by S&P and Aaa by Moody’s or (i) equivalents to the foregoing investment in any foreign jurisdiction in which any Borrower or its Subsidiaries conduct business.

“Cash Management Agreement”: as defined in the definition of “Cash Management Services.”

“Cash Management Bank”:  any Person that, at the time it enters into a Cash Management Agreement, is Lender or an Affiliate of Lender, in its capacity as a party to such Cash Management Agreement.

“Cash Management Services”:  cash management, foreign exchange and other services provided to the Loan Parties by a Cash Management Bank which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in such Cash Management Bank’s various cash management services, foreign exchange or other similar agreements (each, a “Cash Management Agreement”).

“Casualty Event”: any material damage to or any destruction of, or any condemnation or other taking by any Governmental Authority of any material property of the Loan Parties.

“Cayman Law Charge”: the fixed and floating charge dated on or about the date of this Agreement entered into by United in favor of Lender and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties.

“Cayman Law Share Charge”: the charge over shares dated on or about the date of this Agreement entered into between Lender and DMIH in respect of DMIH’s shares in United and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties.

“Certificated Securities”:  as defined in Section 4.19(a).

“Change of Control”:  the occurrence of any of the following events or series of events:

(a)                                 any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the

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Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the equity securities of Borrower Parent entitled to vote for members of the board of directors or equivalent governing body of Borrower Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)                                 during any period of 18 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(c)                                  eNom fails to be a Wholly Owned Subsidiary of Borrower Parent, or Opco fails to be a direct, wholly owned Subsidiary of Borrower Parent;

(d)                                 DMIH fails to be a Wholly Owned Subsidiary of Borrower Parent, or United or Domains fail to be Wholly Owned Subsidiaries of DMIH; or

(e)                                  “change of control” or any comparable term under, and as defined in any Term Loan Document or other Subordinated Debt Document shall have occurred.

“Closing Date”:  the date on which all of the conditions precedent set forth in Section 5.1 are satisfied or waived by Lender.

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”:  all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.  For the avoidance of doubt, no Excluded Asset (as such term is defined in the Guarantee and Collateral Agreement) shall constitute “Collateral.”

“Collateral Information Certificate”:  the Collateral Information Certificate to be executed and delivered by each Borrower and each other Loan Party pursuant to Section 5.1, substantially in the form of Exhibit H.

“Collateral-Related Expenses”:  all reasonable and documented costs and expenses of Lender paid or incurred in connection with any sale, collection or other realization on the

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Collateral, including reasonable compensation to Lender and its agents and counsel, and reimbursement for all other reasonable and documented costs, expenses and liabilities and advances made or incurred by Lender in connection therewith (including as described in Section 6.6 of the Guarantee and Collateral Agreement), and all amounts for which Lender is entitled to indemnification under the Security Documents and all advances made by Lender under the Security Documents for the account of any Loan Party.

“Commitment”:  the Revolving Commitment.

“Commitment Fee”:  as defined in Section 2.8(b).

“Compliance Certificate”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Connection Income Taxes”:  Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Capital Expenditures”:  for any period, with respect to the Borrower Parent and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition, or (b) Permitted gTLD Investments.

“Consolidated Domestic EBITDA”: for any period, with respect to the Borrower Parent and its Domestic Subsidiaries only, on a consolidated basis, the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) the following to the extent deducted in the calculation of Consolidated Net Income: (a) Consolidated Interest Expense for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrower Parent and its Domestic Subsidiaries for such period, (c) depreciation and amortization expense for such period, (d) any non-cash impairment or loss of goodwill or other intangibles required to be taken pursuant to GAAP, (e) losses related to the voluntary withdrawal or other loss of an application for gTLD rights, (f) any losses during such period related to foreign currency exchanges, conversions and/or contracts, (g) one-time, non-recurring charges, costs and expenses not in excess of $3,500,000 incurred during such period in connection with the Spin-Out Transaction, the closing of the Facility, the closing of the Term Loan and other acquisition or disposition transactions, and (h) start-up costs and expenses incurred in connection with Borrowers’ initiative regarding Permitted gTLD Investments not in excess of $11,000,000 in the aggregate through September 30, 2014, (i) expenses associated with early extinguishment of Indebtedness, (j) severance costs paid during such period in connection with any reduction in force, (k) any extraordinary loss in accordance with GAAP, (l) any other non-cash charges or expenses for such period that do not represent a cash item in such period or any future period, as agreed to by Lender and plus (iii) (a) any increase in deferred revenue, and (b) any decrease in deferred registration costs, but minus (iv) the following to the extent included in the calculation of Consolidated Net Income: (a) any gains during such period related to foreign currency exchanges, conversions and/or contracts, (b) gains related to the voluntary withdrawal of an application for gTLD rights, and (c) any non-recurring or other unusual item of gain, and minus

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(v) (a) any decrease in deferred revenue, and (b) any increase in deferred registration costs.  Consolidated Domestic EBITDA shall be calculated on a Pro Forma Basis with respect to any period for which a Permitted Disposition or an acquisition that is a Permitted gTLD Investment has occurred. Notwithstanding the foregoing, Consolidated Domestic EBITDA shall be deemed to be (i) $24,836,000 for the fiscal quarter ended June 30, 2013, (ii) $22,840,000 for the fiscal quarter ended September 30, 2013, (iii) $18,912,000 for the fiscal quarter ended December 31, 2013 and (iv) $14,580,000 for the fiscal quarter ended March 31, 2014.

“Consolidated EBITDA”: for any period, with respect to the Borrower Parent and all of its Subsidiaries on a consolidated basis, the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) the following to the extent deducted in the calculation of Consolidated Net Income: (a) Consolidated Interest Expense for such period, (b) the provision for federal, state, local and foreign income taxes payable by the Borrowers and their Subsidiaries for such period, (c) depreciation and amortization expense for such period, (d) any (1) non-cash impairment or loss of goodwill or other intangibles required to be taken pursuant to GAAP, (2) non-cash deferred compensation expenses, (3) non-cash losses from sales of Property, other than from sales in the ordinary course of business, (4) non-cash expense recorded with respect to stock-options or other equity-based compensation, (e) losses related to the voluntary withdrawal or other loss of an application for gTLD rights, (f) any losses during such period related to foreign currency exchanges, conversions and/or contracts, (g) one-time, non-recurring charges, costs and expenses not in excess of $3,500,000 incurred during such period in connection with the Spin-Out Transaction, the closing of the Facility, the closing of the Term Loan and other acquisition or disposition transactions, whether or not consummated, (h) start-up costs and expenses incurred in connection with Borrowers’ initiative regarding Permitted gTLD Investments not in excess of $11,000,000 in the aggregate through September 30, 2014, (i) expenses associated with early extinguishment of Indebtedness, (j) severance costs paid during such period in connection with any reduction in force, (k) any extraordinary loss in accordance with GAAP, (k) any other non-cash charges or expenses for such period that do not represent a cash item in such period or any future period, as agreed to by Lender, and plus (iii) (a) any increase in deferred revenue from the previous period, and (b) any decrease in deferred registration costs from the previous period, but minus (iv) the following to the extent included in the calculation of Consolidated Net Income: (a) any gains during such period related to foreign currency exchanges, conversions and/or contracts, (b) gains related to the voluntary withdrawal of an application for gTLD rights, and (c) any non-recurring or other unusual item of gain, and minus (v) (a) any decrease in deferred revenue from the previous period, and (b) any increase in deferred registration costs from the previous period.  Consolidated EBITDA shall be calculated on a Pro Forma Basis with respect to any period for which a Permitted Disposition or an acquisition that is a Permitted gTLD Investment has occurred.  Notwithstanding the foregoing, Consolidated EBITDA shall be deemed to be (i) $24,836,000 for the fiscal quarter ended June 30, 2013, (ii) $22,840,000 for the fiscal quarter ended September 30, 2013, (iii) $18,912,000 for the fiscal quarter ended December 31, 2013 and (iv) $14,580,000 for the fiscal quarter ended March 31, 2014.

“Consolidated Fixed Charge Coverage Ratio”:  with respect to the Borrower Parent and its consolidated Subsidiaries for any period, the ratio of (a) the remainder of (i) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements, and minus (ii) the portion of taxes based on income actually

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paid in cash (net of any cash refunds received) during such period, to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges”: with respect to the Borrower Parent and its consolidated Subsidiaries for any period ending on any determination date (the “determination date”), the sum (without duplication) of (a) Consolidated Interest Expense for such period, plus (b) Consolidated Capital Expenditures (excluding the principal amount of such Consolidated Capital Expenditures funded with Loans or the proceeds of other Indebtedness) and (c) scheduled principal payments on the Term Loan.  Notwithstanding the foregoing, Consolidated Fixed Charges shall be deemed to be (i) $11,363,000 for the fiscal quarter ended June 30, 2013, (ii) $12,185,000 for the fiscal quarter ended September 30, 2013, (iii) $8,993,000 for the fiscal quarter ended December 31, 2013 and (iv) $8,351,000 for the fiscal quarter ended March 31, 2014.

“Consolidated Funded Indebtedness”:  as of any date of determination, for the Borrower Parent and its consolidated Subsidiaries, the sum (without duplication) of (a) all Indebtedness of such Persons for borrowed money as at such date, including all current maturities and current sinking fund payments in respect of any such Indebtedness, whether or not required to be paid within one year from the date of its creation, plus (b) Indebtedness of such Persons in respect of the Loans.

“Consolidated Interest Expense”:  for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower Parent and its consolidated Subsidiaries for such period with respect to all outstanding Indebtedness of such Persons (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“Consolidated Net Income”:  for any period, the net income (or loss) of the Borrower Parent and its consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Leverage Ratio”:  as of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness, plus (ii) Obligations under Letters of Credit as of such date, less (iii) Excess Cash, to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower Parent has delivered financial statements.

“Consolidated Senior Funded Indebtedness”: Consolidated Funded Indebtedness, but excluding the Term Loan.

“Consolidated Senior Leverage Ratio”:  as of any date of determination, the ratio of (a) (i) Consolidated Senior Funded Indebtedness, plus (ii) Obligations under Letters of Credit as of such date, to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower Parent has delivered financial statements.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Control”:  the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement”:  any account control agreement entered into among the depository institution at which a Loan Party maintains a Deposit Account or the securities intermediary with which a Loan Party maintains a Securities Account, such Loan Party, and Lender pursuant to which Lender obtains control (within the meaning of the UCC or any other applicable law) over such Deposit Account or Securities Account.

“Debtor Relief Laws”: the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”:  any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Rate”:  as defined in Section 2.13(c).

“Deposit Account”:  any “deposit account” as defined in the UCC with such additions to such term as may hereafter be made.

“Deposit Account Control Agreement”:  any Control Agreement entered into by Lender, a Loan Party and a financial institution holding a Deposit Account of such Loan Party pursuant to which Lender is granted “control” (for purposes of the UCC) over such Deposit Account.

“Designated Jurisdiction”: any country or territory to the extent that such country or territory is the subject of any Sanction.

“Determination Date”:  as defined in the definition of “Pro Forma Basis.”

“Discharge of Obligations”:  subject to Section 10.8, the satisfaction of the Obligations by the payment in full, in cash (or, as applicable, Cash Collateralization in accordance with the terms hereof) of the principal of and interest on or other liabilities relating to each Loan, all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations, and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made) and other Obligations under or in respect of Specified Swap Agreements or Cash Management Agreements as to which arrangements satisfactory to the Qualified Counterparty or Cash Management Bank, as applicable, shall have been made, if (a) no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms hereof, or other arrangements satisfactory to Lender shall have been made) and (b) the Commitment of Lender is terminated.

“Disclosure Letter”: the disclosure letter, dated as of the date hereof, as amended or supplemented from time to time by the Borrowers with the written consent of the Lender (or as

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supplemented by the Borrowers pursuant to the terms of this Agreement), delivered by the Borrowers to Lender.

“Disposition”:  with respect to any property (including, without limitation, Capital Stock of any Borrower (other than Borrower Parent) or any of its Subsidiaries), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed of” shall have correlative meanings.

“DMD”: Demand Media, Inc., a Delaware corporation.

“Dollars” and “$”:  dollars in lawful currency of the United States.

“Domain Services Business”:  the collective reference to Borrower Parent’s and its Subsidiaries’ registrar, domain portfolio, domain monetization, domain auction, registry and other domain services businesses.

“Domestic Subsidiary”:  (a) any Subsidiary of a Borrower organized under the laws of any jurisdiction within the United States other than a U.S. domestic entity that has no significant assets other than equity interests in controlled foreign corporations within the meaning of Section 957 of the Code and with respect to which the Borrower is a “United States shareholder,” within the meaning of Section 951(b) of the Code and (b) any Subsidiary that is treated as a disregarded entity under Treasury Regulations Section 301.7701-3 of a Subsidiary described in clause (a).

“Environmental Laws”:  any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“Environmental Liability”:  any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) a violation of an Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the release or threatened release of any Materials of Environmental Concern into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

“ERISA Affiliate”:  each business or entity which is, or within the last six years was, a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with any Loan Party within the meaning of Section 414(b), (c) or (m) of the Code, required to be aggregated with any Loan Party under Section 414(o) of the Code, or is, or

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within the last six years was, under “common control” with any Loan Party, within the meaning of Section 4001(a)(14) of ERISA.

“ERISA Event”:  any of (a) a reportable event as defined in Section 4043 of ERISA with respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following 30 days; (c) a withdrawal by any Loan Party or any ERISA Affiliate thereof from a Pension Plan during any plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or the termination of any Pension Plan resulting in liability on any Loan Party or any ERISA Affiliate thereof under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Loan Party or, to the knowledge of any Loan Party, any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability to any Loan Party or any ERISA Affiliate therefore, or the receipt by any Loan Party or, to the knowledge of an Loan Party, any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA;  (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) the imposition of liability on any Loan Party or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by any Loan Party or any ERISA Affiliate thereof to make any required contribution to a Pension Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (j) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Pension Plan; (l) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Loan Party or any Subsidiary thereof is liable; (m) the occurrence of an act or omission which gives rise to the imposition on any Loan Party or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA in excess of $500,000; (n) receipt from the IRS of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code; or (o) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Loan Party or any

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ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code.

“ERISA Funding Rules”:  the rules regarding minimum required contributions (including any installment payment thereof) to Pension Plans, as set forth in Section 412 of the Code and Section 302 of ERISA, with respect to Plan years ending prior to the effective date of the Pension Protection Act of 2006, and thereafter, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by Lender by reference to the ICE Benchmark Administration (or any successor thereto if the ICE Benchmark Administration is no longer making a LIBOR rate available) (“LIBOR”) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 A.M. (London, England time) two (2) Business Days prior to the beginning of such Interest Period (as set forth by Bloomberg Information Service or any successor thereto or any other commercially available service selected by Lender which provides quotations of LIBOR.  In the event that Lender determines that LIBOR is not available, the “Eurodollar Base Rate” shall be determined by reference to the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by SVB for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan for which the Eurodollar Base Rate is then being determined with maturities comparable to such period, as of approximately 11:00 A.M. (London, England time) two (2) Business Days prior to the beginning of such Interest Period.

“Eurodollar Loans”:  Loans, the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula:

The Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Requirements which affect Eurodollar Loans to be made as of, and ABR Loans to be converted into Eurodollar Loans, in any such case, at the beginning of the next applicable Interest Period.

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“Eurodollar Tranche”:  the collective reference to Eurodollar Loans under a particular Facility (other than the L/C Facility), the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”:  any of the events specified in Section 8.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash”: at any time, the excess, if any, of the sum of (a) the aggregate amount of unrestricted cash and Cash Equivalents held at such time by the Borrower Parent and its Subsidiaries, less (b) the aggregate amount of any then outstanding Revolving Loans, less (c) $15,000,000; provided that Excess Cash shall not be less than $0.

“Exchange Act”:  the Securities Exchange Act of 1934, as amended from time to time and any successor statute.

“Excluded Assets”:  as defined in the Guarantee and Collateral Agreement.

“Excluded Taxes”:  any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in any such case (i) to the extent imposed as a result of Lender being organized under the laws of, or having its principal office or, in the case of Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) to the extent constituting Other Connection Taxes; (b) in the case of Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the Closing Date; (c) Taxes attributable to Lender’s failure to comply with Section 2.18(f); and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Letters of Credit”:  the letters of credit described on Schedule 1.1A.

“Facility”:  each of (a) the L/C Facility (which is a subfacility of the Revolving Facility), and (b) the Revolving Facility.

“FATCA”:  Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by SVB from three federal funds brokers of recognized standing selected by it.

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“First Tier Foreign Subsidiary”:  at any date of determination, each Foreign Subsidiary in which any one or more of (a) a U.S. Borrower, (b) a U.S. domestic entity that is a Subsidiary that has no significant assets other than equity interests in controlled foreign corporations within the meaning of Section 957 of the Code and with respect to which a Borrower is a “United States shareholder,” within the meaning of Section 951(b) of the Code or (c) any Domestic Subsidiary of a U.S. Borrower owns directly more than 50%, in the aggregate, of the Voting Stock of such Foreign Subsidiary.

“Foreign Law Pledge Agreements”: those security documents evidencing the pledge of and/or creation of a Lien over not less than 65% of the voting securities of each Material First-Tier Foreign Subsidiary.

“Foreign Law Security Agreements”: those security documents evidencing the pledge of the assets of any Material Foreign Subsidiary.

“Foreign Pledge Documents”:  collectively, in respect of the grant by any Loan Party to Lender of a Lien on certain of the Capital Stock of any First-Tier Foreign Subsidiary owned by such Loan Party, any related Foreign Law Pledge Agreement, any related filings, an opinion as is customary in the relevant jurisdiction delivered by local counsel in the foreign jurisdiction in which such First-Tier Foreign Subsidiary is organized and addressing the effectiveness of the pledge and/or creation of a Lien by such Loan Party to Lender of the pledged Capital Stock of such First Tier-Foreign Subsidiary having been issued to such Loan Party, any related authorizing resolutions adopted by the board of directors (or equivalent) of such Loan Party in connection with such pledge, any amendments to the organizational documents of such First-Tier Foreign Subsidiary required by Lender to facilitate the pledge and/or creation of a Lien by such Loan Party to Lender of such pledged Capital Stock, and any other agreements, documents, instruments, notices, filings or other items reasonably required by Lender to be executed and/or delivered in connection with any of the foregoing.

“Foreign Security Documents”: collectively, in respect of the grant by any Material Foreign Subsidiary to Lender of a Lien on the assets of any Material Foreign Subsidiary, any related Foreign Law Security Agreement, any related filings, an opinion as is customary in the relevant jurisdiction delivered by local counsel in the foreign jurisdiction in which such Material Foreign Subsidiary is organized and addressing the effectiveness of the pledge by such Material Foreign Subsidiary to Lender of the assets of such Material Foreign Subsidiary, any related authorizing resolutions adopted by the board of directors (or equivalent) of such Material Foreign Subsidiary in connection with such pledge, any amendments to the organizational documents of such Material Foreign Subsidiary required by Lender to facilitate the pledge by such Material Foreign Subsidiary to Lender of such assets, and any other agreements, documents, instruments, notices, filings or other items reasonably required by Lender to be executed and/or delivered in connection with any of the foregoing.

“Foreign Subsidiary”:  any Subsidiary of a U.S. Borrower that is not a Domestic Subsidiary.

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“Fund”: any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding Office”:  the office of Lender specified in Section 10.2 or such other office as may be specified from time to time by Lender as its funding office by written notice to the Borrowers.

“GAAP”:  generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then each party to this Agreement agrees to enter into negotiations to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrowers’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  The Borrowers and Lender further agree that Lender shall not charge the Borrowers any amendment, negotiation or other fee in connection with such negotiations or amendment.  Until such time as such an amendment shall have been executed and delivered by the Borrowers and Lender, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Approval”:  any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority”:  the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group Members”:  the collective reference to the Borrower Parent and its Subsidiaries, excluding any Immaterial Subsidiary.

“Guarantee (Non-U.S. Entities)”: the Unconditional Guarantee (Non-U.S. Entities) to be executed and delivered by the Non-U.S. Borrowers and each Material Subsidiary of a Non-U.S. Borrower or other Subsidiary which has become a Guarantor of the Obligations of the Non-U.S. Borrowers pursuant thereto, substantially in the form of Exhibit D.

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“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement (U.S. Entities) to be executed and delivered by the U.S. Borrowers and each Material Domestic Subsidiary of the U.S. Borrowers or other Subsidiary which has become a Guarantor of the Obligations of the U.S. Borrowers pursuant thereto, substantially in the form of Exhibit A.

“Guarantee Obligation”:  as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“Guarantors”:  (a) with respect to Obligations of the U.S. Borrowers, a collective reference to each Material Domestic Subsidiary of the U.S. Borrowers, or other Subsidiary which has become a Guarantor of such Obligations pursuant to the Guarantee and Collateral Agreement, and (b) with respect to Obligations of the Non-U.S. Borrowers, a collective reference to each Material Subsidiary of a Non-U.S. Borrower, each U.S. Borrower and each Material Domestic Subsidiary of the U.S. Borrowers, or other Subsidiary which has become a Guarantor of such Obligations pursuant to the Guarantee and Collateral Agreement or the Guarantee (Non-U.S. Entities).

“Immaterial Subsidiary”:  at any date of determination, any Subsidiary of any Loan Party designated as such by such Loan Party on Schedule 1.1B on the Closing Date or thereafter and which as of such date holds assets representing five percent (5%) or less of the Borrowers’ consolidated total assets as of such date (determined in accordance with GAAP), and which has generated less than five percent (5%) of the Borrowers’ consolidated total revenues determined in accordance with GAAP for the four fiscal quarter period ending on the last day of the most recent period for which financial statements have been delivered after the Closing Date pursuant to Section 6.1(b); provided that all Subsidiaries that are individually “Immaterial Subsidiaries”

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shall not have aggregate consolidated total assets that would represent ten percent (10%) or more of the Borrowers’ consolidated total assets as of such date or have generated ten percent (10%) or more of the Borrowers’ consolidated total revenues for such four fiscal quarter period, in each case determined in accordance with GAAP.

“Incurred”:  as defined in the definition of “Pro Forma Basis”.

“Indebtedness”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) current trade payables incurred in the ordinary course of such Person’s business and (ii) accruals for payroll and other liabilities, including deferred compensation arrangements, accrued in the ordinary course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (i) the net obligations of such Person in respect of Swap Agreements.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Taxes”:  (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee”:  as defined in Section 10.5(b).

“Insider Indebtedness”:  any Indebtedness owing by any Loan Party to any Group Member or officer, director, shareholder or employee of any Group Member.

“Insider Subordinated Indebtedness”:  any Insider Indebtedness which is also Subordinated Indebtedness.

“Insolvency Proceeding”: (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, examinership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other,

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similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement”:  an intellectual property security agreement entered into between a Loan Party and Lender pursuant to the terms of the Guarantee and Collateral Agreement, together with each other intellectual property security agreement and supplement thereto delivered pursuant to Section 6.9, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Interest Payment Date”:  (a) as to any ABR Loan, the first Business Day of each calendar quarter to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last Business Day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months (or, if such date is not a Business Day, the Business Day next succeeding such date) after the first day of such Interest Period and the last Business Day of such Interest Period, and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

“Interest Period”:  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to Lender in a Notice of Conversion/Continuation not later than 11:00 A.M., Pacific time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)                                     if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)                                  a Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date;

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(iii)                               any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)                              the Borrowers shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“Inventory”:  all “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by any Loan Party, wherever located, and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Loan Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitutes raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind used or consumed or to be used or consumed in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“Investments”:  as defined in Section 7.7.

“Involuntary Disposition”: any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any of its Subsidiaries.

“Irish Borrowers”: DMIH and Domains.

“Irish Law Charges”: (a) the security deed (debenture) dated on or about the date of this Agreement, entered into between Lender and DMIH in respect of the assets of DMIH more fully described therein and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties and (b) the security deed (debenture) dated on or about the date of this Agreement, entered into between Lender and Domains in respect of the assets of Domains more fully described therein and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties.

“Irish Law Share Charges”: (a) the security over share deed dated on or about the date of this Agreement, entered into between Lender and the Borrower Parent in respect of the Borrower Parent’s shares in DMIH and securing the obligations of the U.S. Borrowers, (b) the security over share deed dated on or about the date of this Agreement, entered into between Lender and the Borrower Parent in respect of the Borrower Parent’s shares in DMIH and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties and (c) the security over share deed dated on or about the date of this Agreement, entered into between Lender and DMIH in respect of DMIH’s shares in Domains and securing the obligations of the Non-U.S. Borrowers and their Subsidiaries that are Loan Parties.

“IRS”:  the Internal Revenue Service, or any successor thereto.

“ISP”:  with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Judgment Currency”:  as defined in Section 10.19.

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“L/C Commitment”:  $15,000,000 as a sublimit of the Revolving Commitment.

“L/C Disbursement”:  a payment or disbursement made by Lender pursuant to a Letter of Credit.

“L/C Exposure”:  at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time.

“L/C Facility”:  the L/C Commitment and the extensions of credit made thereunder.

“L/C Fee Payment Date”:  as defined in Section 3.3(a).

“L/C-Related Documents”:  collectively, each Letter of Credit (including, without limitation, each Existing Letter of Credit), all applications for any Letter of Credit (and applications for the amendment of any Letter of Credit) submitted by the Borrowers to Lender and any other document, agreement and instrument relating to any Letter of Credit, including any of Lender’s standard form documents for letter of credit issuances and any Release and Assumption Agreement.

“Letter of Credit”:  as defined in Section 3.1(a); provided that such term shall include each Existing Letter of Credit.

“Letter of Credit Availability Period”:  the period from and including the Closing Date to but excluding the Letter of Credit Maturity Date.

“Letter of Credit Fee”:  as defined in Section 3.3(a).

“Letter of Credit Maturity Date”:  the date occurring 15 days prior to the Revolving Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“LIBOR”:  as defined in the definition of “Eurodollar Base Rate.”

“Lien”:  any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Liquidity”:  at any time, the sum of (a) the aggregate amount of unrestricted cash and Cash Equivalents held at such time by the Borrower Parent and its Subsidiaries, and (b) the Available Revolving Commitment at such time.

“Loan”:  any loan made or maintained by Lender pursuant to this Agreement.

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“Loan Documents”: this Agreement, the Security Documents, the Guarantee (Non-U.S. Entities), the Collateral Information Certificate, each Subordination Agreement, the Post-Closing Agreement, each L/C-Related Document, each Compliance Certificate, each Notice of Borrowing, each Notice of Conversion/Continuation, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 3.10, and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”:  each Group Member that is a party to a Loan Document.

“Material Adverse Effect”:  (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Borrowers and their subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of Lender under any material Loan Document, or of the ability of the Borrowers, or the Guarantors taken as a whole, to perform their respective obligations under any Loan Document to which it is a party, or to which they are parties, as applicable; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower or any Guarantor of any material Loan Document to which it is a party.

“Material Domestic Subsidiary”:  any Material Subsidiary which is also a Domestic Subsidiary.

“Material First-Tier Foreign Subsidiary”:  any Material Foreign Subsidiary which is also a First Tier Foreign Subsidiary.

“Material Foreign Subsidiary”:  any Material Subsidiary which is also a Foreign Subsidiary.

“Material Subsidiary”:  any Subsidiary that is not an Immaterial Subsidiary.

“Materials of Environmental Concern”:  any substance, material or waste that is defined, regulated, governed or otherwise characterized under any Environmental Law as hazardous or toxic or as a pollutant or contaminant (or by words of similar meaning and regulatory effect), any petroleum or petroleum products, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, molds or fungus, and radioactivity, radiofrequency radiation at levels known to be hazardous to human health and safety.

“Moody’s”:  Moody’s Investors Service, Inc. and any successor thereto.

“Mortgaged Properties”:  the real properties as to which, pursuant to Section 6.9(b) or otherwise, Lender shall be granted a Lien pursuant to the Mortgages.

“Mortgages”:  each of the mortgages, deeds of trust, deeds to secure debt or such equivalent documents hereafter entered into and executed and delivered by one or more of the Loan Parties to Lender, in each case, as such documents may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time and in form and substance reasonably acceptable to Lender.

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“Multiemployer Plan”:  a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof makes, is making, or is obligated or has been obligated to make during the preceding five plan years, contributions.

“New Proceeds”: proceeds of Equity Securities and proceeds of Permitted Subordinated Indebtedness received by a Borrower on or after the Closing Date.

“Non-U.S. Revolving Loans”:  as defined in Section 2.4(a).

“Notice of Borrowing”:  a notice substantially in the form of Exhibit F.

“Notice of Conversion/Continuation”:  a notice substantially in the form of Exhibit G.

“Obligations”:  the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrowers and any other Loan Party to Lender or to Lender or any Qualified Counterparty party to a Specified Swap Agreement, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Cash Management Agreements, the Letters of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable and documented fees, charges and disbursements of counsel to Lender or to Lender that are required to be paid by the Borrower or any Guarantor pursuant hereto) or otherwise.

“OFAC”: the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Documents”:  for any Person as of any date, such Person’s constitutional documents, formation documents and/or certificate of incorporation (or equivalent thereof), as certified (if applicable) by such Person’s jurisdiction of formation as of a recent date, and, (a) if such Person is a corporation or company, its bylaws or memorandum and articles of association (or equivalent thereof) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Other Connection Taxes”:  with respect to any Recipient, Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes”:  all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Participant”:  as defined in Section 10.6(c).

“Participant Register”:  as defined in Section 10.6(c).

“Patriot Act”:  the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

“PBGC”:  the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan”:  an employee pension benefit plan (as defined in Section 3(2) of ERISA) other than a Multiemployer Plan subject to the provisions of Title IV of ERISA or Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA and in respect of which any Loan Party or any ERISA Affiliate thereof is (or if such plan were terminated would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

“Permitted Disposition”:  as defined in Section 7.5.

“Permitted gTLD Investments”: as defined in Section 7.7(i).

“Permitted Subordinated Indebtedness”: (a) the Term Loan and (b) unsecured Indebtedness of a Borrower or a Guarantor that (i) is expressly subordinated in right of payment to the Obligations under this Agreement and on terms that (A) a financial officer of the Borrowers certifies are no less favorable, in the aggregate, to Lender than the subordination provisions contained in a customary public or “Rule 144A” issuance of non-investment grade subordinated notes or (B) are deemed reasonably customary by Lender at the time of incurrence, (ii) has a maturity not earlier than the date that is one year after the Revolving Termination Date, (iii) does not require any repayments of principal earlier than the date that is one year after the Revolving Termination Date (other than customary offers to repurchase upon a change of control, asset sale or Casualty Event and customary acceleration rights after an event of default), (iv) does not restrict the incurrence of the Loans and (v) is not guaranteed by any Person that is not a Guarantor and is guaranteed only on a basis expressly subordinated (on terms that, when taken as a whole, are deemed reasonably customary by Lender at the time of incurrence) in right of payment to the Obligations hereunder.

“Person”:  any natural person, corporation, company, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan”:  (a)  an “employee benefit plan” (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan or Pension Plan which is currently maintained or sponsored by any Loan

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Party or any Subsidiary thereof or to which any Loan Party or any Subsidiary thereof is obligated to make, contributions, or (b) a Pension Plan.

“Pledged Stock”:  as defined in the Guarantee and Collateral Agreement.

“Post-Closing Agreement”: that certain post-closing letter agreement dated as of the date hereof between the Borrowers and Administrative Agent.

“Prime Rate”:  the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Lender, the “Prime Rate” shall mean the rate of interest per annum announced by SVB as its prime rate in effect at its principal office in the State of California (such SVB announced Prime Rate not being intended to be the lowest rate of interest charged by SVB in connection with extensions of credit to debtors).

“Pro Forma Basis”:  with respect to any calculation or determination for a Loan Party for any period, in making such calculation or determination on the specified date of determination (the “Determination Date”), means:

(a)                                 pro forma effect will be given to any Indebtedness incurred (“Incurred”) by such Loan Party or any of its Subsidiaries (including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary) after the beginning of the applicable period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination Date, as if such Indebtedness had been Incurred on the first day of such period;

(b)                                 pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the Determination Date (taking into account any Swap Agreement applicable to the Indebtedness) had been the applicable rate for the entire reference period;

(c)                                  Consolidated Fixed Charges related to any Indebtedness no longer outstanding or to be repaid or redeemed on the Determination Date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the Determination Date, will be excluded as if such Indebtedness was no longer outstanding or was repaid or redeemed on the first day of such period; and

(d)                                 pro forma effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by such Loan Party and its Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the applicable period; and (B) the discontinuation of any discontinued operations but, in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise to Consolidated Fixed Charges will not be obligations of such Loan Party or any of its Subsidiaries following the Determination Date; in each case of clauses (A) and (B), that have occurred since the beginning

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of the applicable period and before the Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of such period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation (which may include, for the avoidance of doubt, pro forma cost savings attributable to such acquisition or disposition (i) that occurred during the most recent four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the Determination Date and calculated in accordance with Regulation S-X under the Securities Act of 1933 or (ii) that the Borrower reasonably determines are probable based upon identifiable actions to be taken within 12 months of the date of the relevant acquisition or disposition (as applicable)) will be calculated in good faith by a responsible financial or accounting officer of the Borrowers in consultation with Lender based upon the most recent four full fiscal quarters for which the relevant financial information is available.

“Projections”:  as defined in Section 6.2(c).

“Properties”:  as defined in Section 4.17(a).

“Qualified Counterparty”:  with respect to any Specified Swap Agreement, any counterparty thereto that, at the time such Specified Swap Agreement was entered into or as of the Closing Date, was Lender or an Affiliate of Lender.

“Qualifying Lender”: a lender that is beneficially entitled to the interest payable to such lender in respect of a Loan and

(a)                                 which is a company (within the meaning of Section 4 of the TCA);

(i)                                     which, by virtue of the law of a Relevant Territory, is resident in the Relevant Territory for purposes of tax and that jurisdiction imposes a tax that generally applies to interest receivable in such jurisdiction by companies from sources outside such jurisdiction; or

(ii)                                  in receipt of interest which:

(A)                               is exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid; or

(B)                               would be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction signed on or before the date on which the relevant interest is paid but not in force on that date, assuming the treaty had the force of law on that date;

provided that in the case of both (i) and (ii), such company does not provide its Commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland; or

(b)                                 which is a U.S. corporation that is incorporated in the U.S. and is subject to U.S. federal income tax on its worldwide income; provided that such U.S. corporation does not

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provide its Commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;

(c)                                  which is a U.S. limited liability company where the ultimate recipients of the interest payable to such limited liability company satisfy the requirements set out in clause (a) above and the business conducted through such limited liability company is so structured for market reasons and not for tax avoidance purposes; provided that such limited liability company and the ultimate recipients of the relevant interest do not provide their Commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland; or

(d)                                 which is a lender other than a lender falling within paragraph (a), (b) or (c) of this definition which is, on the date any relevant payment is made, entitled under a double taxation agreement in force on such date (subject to the completion of any procedural formalities) to that payment without any deduction or withholding for or on account of Taxes.

“Recipient”:  Lender.

“Regulation U”:  Regulation U of the Board as in effect from time to time.

“Related Parties”:  with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release and Assumption Agreement”: that certain Letters of Credit Release and Assumption Agreement dated on or about the date hereof by and among DMD, Borrower Parent and Lender in respect of the Existing L/Cs in the form of Exhibit I.

“Relevant Territory”: (a) a member state of the European Communities (other than Ireland); or (b) to the extent not a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of section 836(1) of the TCA or which will have the force of law on completion of the procedures set out in section 836(1) of the TCA.

“Requirement of Law”:  as to any Person, the Operating Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”:  the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, secretary, assistant secretary, controller or comptroller or any director of a Loan Party, but in any event, with respect to financial matters, any director, the chief financial officer, chief accounting officer, vice president of accounting or finance, treasurer, controller or comptroller of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted Payments”:  as defined in Section 7.6.

“Revolving Commitment”:  the obligation of Lender to make Revolving Loans and issue Letters of Credit in an aggregate principal amount of $30,000,000.

“Revolving Commitment Period”:  the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”:  an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans then outstanding, (b) the aggregate undrawn amount of all outstanding Letters of Credit (including any Existing Letters of Credit) at such time, and (c)  the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time.

“Revolving Facility”:  the Revolving Commitment and the extensions of credit made thereunder.

“Revolving Loan Conversion”:  as defined in Section 3.5(b).

“Revolving Loans”:  as defined in Section 2.4(a).

“Revolving Termination Date”:  the three year anniversary of the Closing Date.

“S&P”:  Standard & Poor’s Ratings Services and any successor thereto.

“Sale Leaseback Transaction”:  any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, acquires, leases or licenses back the right to use all or a material portion of such property.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC”:  the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Obligations”:  as defined in the Guarantee and Collateral Agreement.

“Secured Parties”:  the collective reference to Lender, any Cash Management Bank, and any Qualified Counterparties.

“Securities Account”:  any “securities account” as defined in the UCC with such additions to such term as may hereafter be made.

“Securities Account Control Agreement”:  any Control Agreement entered into by Lender, a Loan Party and a securities intermediary holding a Securities Account of such Loan

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Party pursuant to which Lender is granted “control” (for purposes of the UCC) over such Securities Account.

“Securities Act”:  the Securities Act of 1933, as amended from time to time and any successor statute.

“Security Documents”:  the collective reference to the Guarantee and Collateral Agreement, the Mortgages, the Intellectual Property Security Agreements, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Foreign Pledge Documents, including the Cayman Law Share Charge and the Irish Law Share Charges, the Foreign Security Documents, including the Cayman Law Charge and the Irish Law Charges, and all other security documents hereafter delivered to Lender granting a Lien on any property of any Person to secure the Obligations of any Loan Party under any Loan Document and all financing statements, fixture filings, patent, trademark and copyright filings, assignments, acknowledgments and other filings, documents and agreements made or delivered pursuant thereto.

“Solvent”:  when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature in the ordinary course.  For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.  Without prejudice to the foregoing, in relation to United, an inability to pay its debts shall also be determined in accordance with applicable Cayman Islands law.

“Specified Swap Agreement”:  any Swap Agreement entered into by any Group Member and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) to the extent permitted under Section 7.11.

“Spin-Out Transaction”: the distribution by DMD to its stockholders of all of the stock of Borrower Parent, a corporation formed to own and operate Opco, eNom, DMIH, and all the

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other assets of the Borrower’s Domain Services Business, and certain transactions subsidiary thereto.

“Subordinated Debt Document”:  any agreement, certificate, document or instrument executed or delivered by the Borrower or any Subsidiary and evidencing Permitted Subordinated Indebtedness, and any renewals, modifications, or amendments thereof which are not prohibited by this Agreement or are approved in writing by Lender, including, without limitation, any Term Loan Documents.

“Subordinated Indebtedness”:  Indebtedness of a Loan Party subordinated to the Obligations, pursuant to subordination terms (including payment, lien and remedies subordination terms, as applicable) reasonably acceptable to Lender, including, without limitation, the Term Loan.

“Subordination Agreement”: any agreement or document executed and delivered by Lender and any holder of Permitted Subordinated Indebtedness describing the subordination terms in respect of the applicable Permitted Subordinated Indebtedness, including, without limitation, the Term Loan Intercreditor Agreement.

“Subsidiary”:  as to any Person, a corporation, company, partnership, limited liability company or other entity of which shares of stock or shares in the share capital or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower Parent.

“Surety Indebtedness”:  as of any date of determination, indebtedness (contingent or otherwise) owing to sureties arising from surety bonds issued on behalf of any Borrower or its Subsidiaries as support for, among other things, their contracts with customers, whether such indebtedness is owing directly or indirectly by the Borrower or any such Subsidiary.

“SVB”:  as defined in the preamble hereto.

“Swap Agreement”:  any agreement with respect to any swap, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that for the avoidance of doubt the following shall not be deemed to be a “Swap Agreement”: (i) phantom stock or similar plan (including, any stock compensation plan or similar benefit plan) providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers and their Subsidiaries, (ii) any stock option or warrant agreement for the purchase of Capital Stock, (iii) the purchase of Capital Stock or Indebtedness (including securities convertible into Capital Stock) pursuant to delayed delivery contracts, accelerated

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stock repurchase agreements, forward contracts or other similar agreements and (iv) any of the foregoing to the extent that it constitutes a derivative embedded in a convertible security.

“Swap Termination Value”: in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Qualified Counterparty).

“Synthetic Lease Obligation”:  the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax Return”: any report, filing, return, information return, document, election, including amendments to any of the foregoing, filed or furnished or required to be filed or furnished with respect to Taxes.

“Taxes”:  all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TCA”: the Taxes Consolidation Act, 1997 (as amended) of Ireland.

“Term Loan”: the term loan made by the Term Loan Lenders to Borrower Parent and United pursuant to the terms of the Term Loan Documents in an aggregate principal amount of $30,000,000 (as such amount may be increased from time to time in accordance with the terms of the Term Loan Intercreditor Agreement).

“Term Loan Agent”: Obsidian Agency Services, Inc. and its successors and assigns as administrative agent and/or collateral agent pursuant to the Term Loan Documents.

“Term Loan Agreement”: the Credit Agreement by and among Borrower Parent, United, the Term Loan Agent and the Term Loan Lenders evidencing the Term Loan.

“Term Loan Documents”: the Term Loan Agreement and all other agreements, instruments and other documents setting forth the terms of the Term Loan.

“Term Loan Intercreditor Agreement”: the Subordination and Intercreditor Agreement executed and delivered by Lender and Term Loan Agent and acknowledged by Borrower Parent, in form and substance satisfactory to Lender.

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“Term Loan Lenders”: collectively, Special Value Continuation Partners, LP, Tennenbaum Opportunities Fund VI, LLC and each of their respective successors and assigns pursuant to the terms of the Term Loan Agreement.

“Term Loan Mandatory Prepayment”: as defined in Section 2.10.

“Total U.S. Revolving Extensions of Credit”: is, at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time issued to U.S. Borrowers.

“Trade Date”: as defined in Section 10.6(b)(i)(B).

“Type”:  as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“Unfriendly Acquisition”:  any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved (to the extent required) by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

“Uniform Commercial Code” or “UCC”:  the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of California, or as the context may require, any other applicable jurisdiction.

“United States” and “U.S.”:  the United States of America.

“U.S. Overadvance”: as defined in Section 2.7.

“U.S. Person”:  any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Revolving Loan Sublimit”: as of any date of determination by Lender, from time to time, an amount equal to (i) with respect to the period from the Closing Date until the date of the delivery of the first Compliance Certificate to Lender pursuant to Section 6.2(b), $36,450,000  and (ii) thereafter, 2.5 times the Consolidated Domestic EBITDA of the Borrower Parent and its Domestic Subsidiaries as described on the Compliance Certificate most recently delivered to Lender pursuant to Section 6.2(b).

“U.S. Revolving Loans”:  as defined in Section 2.4(a).

“Voting Stock”:  as to any Person, the capital stock of any class or classes or other equity interests (however designated and including general partnership interests in a partnership) having ordinary voting power for the election of directors or similar governing body of such Person.

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

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“Wholly Owned Subsidiary Guarantor”: any Guarantor that is a Wholly Owned Subsidiary of any Borrower or one of the other Loan Parties.

“Withholding Agent”: as applicable, any applicable Loan Party and Lender, as the context may require.

1.2                               Other Definitional Provisions.

(a)                                 Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)                                 As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time.

The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Section and Exhibit references are to this Agreement unless otherwise specified.  Schedule references are to Schedules attached to the Disclosure Letter unless otherwise specified.  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, (iii) all references herein to Schedules shall be construed to refer to Schedules to the Disclosure Letter and (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(c)                                  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

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SECTION 2
AMOUNT AND TERMS OF COMMITMENTS

2.1                               Promise to Pay.  U.S. Borrowers hereby jointly, severally and unconditionally promise to pay Lender the outstanding principal amount of all Revolving Loans and accrued and unpaid interest thereon as and when due in accordance with this Agreement.  Non-U.S. Borrowers hereby jointly, severally and unconditionally promise to pay Lender the outstanding principal amount of all Non-U.S. Revolving Loans and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.2                               Reserved.

2.3                               Reserved.

2.4                               Revolving Commitments.

(a)                                 Subject to the terms and conditions hereof, Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrowers and owing to Lender, does not exceed the amount of the Revolving Commitment.  The Revolving Loans may be advances to a U.S. Borrower (“U.S. Revolving Loans”), or advances to a Non-U.S. Borrower (“Non-U.S. Revolving Loans”).  In addition the Total U.S. Revolving Extensions of Credit shall not exceed the lesser of (i) the Revolving Commitment outstanding at such time and (ii) the U.S. Revolving Loan Sublimit in effect at such time. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to Lender in accordance with Sections 2.5 and 2.11.

(b)                                 The Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.5                               Procedure for Revolving Loan Borrowing.  The Borrowers may borrow up to the Available Revolving Commitment during the Revolving Commitment Period on any Business Day; provided that the Borrowers shall give Lender an irrevocable Notice of Borrowing (which must be received by Lender prior to 11:00 A.M., Pacific time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans (in each case, with originals to follow within three Business Days)) (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments under Section 3.5(a) may be given not later than 11:00 A.M., Pacific time, on the date of the proposed borrowing), in each such case specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested

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Borrowing Date, (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor, and (iv) instructions for remittance of the proceeds of the applicable Loans to be borrowed.  Each borrowing under the Revolving Commitments shall be in an amount equal to in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitment is less than $1,000,000, such lesser amount).  Such borrowing will then be made available to the Borrower by Lender crediting such account as is designated in writing to Lender by the Borrower.

2.6                               Reserved.

2.7                               U.S. Overadvances.  If at any time or for any reason the amount of the Total U.S. Revolving Extensions of Credit exceeds the lesser of (x) the amount of the Revolving Commitments then in effect and (y) the U.S. Revolving Loan Sublimit then in effect (any such excess, a “U.S. Overadvance”), the U.S. Borrowers shall immediately pay the full amount of such U.S. Overadvance to Lender without notice or demand for application against the Obligations in accordance with the terms hereof; provided that any such repayment of a U.S. Overadvance shall be applied by Lender first to repay prepayment of any U.S. Revolving Loans that are ABR Loans and thereafter to U.S. Revolving Loans that are Eurodollar Loans.  Any prepayment of any U.S. Revolving Loan that is a Eurodollar Loan hereunder shall be subject to U.S. Borrowers’ obligations to pay any amounts owing pursuant to Section 2.19.

2.8                               Fees.

(a)                                 Fees.  On or prior to the Closing Date, the Borrowers agree to pay to Lender an upfront fee in the amount of $90,000.

(b)                                 Commitment Fee.  As additional compensation for the Commitments, the Borrowers shall pay to Lender a fee for the Borrowers’ non-use of available funds under the Revolving Facility (the “Commitment Fee”), payable quarterly in arrears on October 1, 2014 and on the first day of each calendar quarter occurring thereafter prior to the Revolving Termination Date, and on the Revolving Termination Date, in each case as applicable and in an amount equal to the Applicable Margin under the heading “Commitment Fee” multiplied by the average unused portion of the Revolving Commitment as reasonably determined by Lender.  The unused portion of the Revolving Commitment, for purposes of this calculation, shall equal the difference between (i) the Revolving Commitment (as reduced from time to time), and (ii) the sum of (A) the average for the period of the daily closing balance of the Revolving Loans outstanding, (B) the aggregate undrawn amount of all Letters of Credit outstanding at such time, and (C) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time.

(c)                                  Fees Nonrefundable.  All fees payable under this Section 2.8 shall be fully earned on the date paid and nonrefundable.

2.9                               Termination or Reduction of Revolving Commitments.

(a)                                 Termination or Reduction of Revolving Commitment.  The Borrowers shall have the right, upon not less than three Business Days’ written notice delivered to Lender,