Exhibit 4.03


 


AMENDMENT NO. 1 TO THIRD
AMENDED AND RESTATED STOCKHOLDERS’

AGREEMENT, DATED AS OF MARCH 3, 2008


 


DATED OCTOBER [21], 2010


 


This Amendment No. 1 to Third Amended and Restated
Stockholders’ Agreement (the “Amendment”) serves to amend that certain
Third Amended and Restated Stockholders’ Agreement, dated as of March 3, 2008,
by and among Demand Media, Inc., a Delaware corporation (the “Company”)
and the stockholders of the Company parties thereto (the “Agreement”).
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Agreement.


 


RECITALS


 


WHEREAS, Section 10.12 of the Agreement provides
that the Agreement may be amended with the written consent of the holders of an
aggregate of more than 55% of the then outstanding Preferred Stock and Common
Stock (if any) issued upon conversion of the Preferred Stock (voting together
as a single class and not as separate series on an as converted to Common Stock
basis) (collectively, the “Requisite Preferred Holders”) and provides
that any such amendment would be binding upon all parties to the Agreement; and


 


WHEREAS, the undersigned Requisite Preferred Holders
desire to amend the Agreement as set forth below.


 


NOW THEREFORE, the parties hereto agree as follows:


 


1.     Section
1 of the Agreement is hereby amended to add the following defined terms:


 


“Employee Pool” means
(i) the lesser of (a) 3,000,000 shares of Common Stock (as adjusted for any
stock dividend, stock split, combination or other similar recapitalization with
respect to Common Stock occurring after September 30, 2010) or (b) the total
number of shares to be sold on account of selling stockholders in the Initial
IPO (without giving effect to the exercise of any overallotment option by the
underwriters) plus (ii) if the underwriters exercise an overallotment option
with respect to the Initial IPO, an additional number of shares of Common Stock
equal to the lesser of (a)(1) 450,000 shares of Common Stock (as adjusted for
any stock dividend, stock split, combination or other similar recapitalization
with respect to Common Stock occurring after September 30, 2010) plus (2) the
Employee Pool Shortfall Amount or (b) the total number of shares subject to the
overallotment option that are to be sold on account of selling stockholders in
the Initial IPO.


 


“Employee Pool Shortfall
Amount” means the number of shares of Common Stock specified in clause (i)(a)
of the definition of Employee Pool minus the number of shares of Common Stock
specified in clause (i)(b) of the definition of Employee Pool; provided that
the Employee Pool Shortfall Amount shall be zero if the number of shares


 

















 


of Common Stock specified in clause (i)(b) of the
definition of Employee Pool exceeds the number of shares of Common Stock
specified in clause (i)(a) of the definition of Employee Pool.


 


2.     Section
1 of the Agreement is hereby amended by amending and restating the following
defined term in its entirety:


 


“Qualified Financing”
means the consummation of (a) a firmly underwritten public offering pursuant to
the Securities Act on Form S-1 (as defined in the Securities Act) or any
successor form of Common Stock with aggregate gross proceeds (to the Company
and/or selling stockholders) of not less than $100,000,000 or (b) a Rule 144A Offering
of Common Stock with aggregate gross proceeds (to the Company and/or selling
stockholders) of not less than $150,000,000, in each case with a per share
offering price of not less than $5.7765 (as adjusted for any stock dividend,
stock split, combination or other similar recapitalization with respect to the
Common Stock occurring after September 30, 2010).


 


3.     Section
3.10 of the Agreement is hereby amended and restated in its entirety as
follows:


 


3.10         Procedure for Underwriter Cutbacks.
In any circumstance in which all of the Registrable Securities and other shares
of Common Stock of the Company with registration rights (the “Other Shares”)
requested to be included in a registration on behalf of Stockholders or Other
Stockholders cannot be so included as a result of limitations of the aggregate
number of shares of Registrable Securities and Other Shares that may be so
included, the number of shares of Registrable Securities and Other Shares that
may be so included shall be allocated among the Stockholders and Other Stockholders
requesting inclusion of shares pro rata based upon the total number of
Registrable Securities or Other Shares held by such Stockholders and Other
Stockholders, respectively; provided, however, if any Stockholder
or Other Stockholder does not request inclusion of the maximum number of shares
of Registrable Securities or Other Shares allocated to such Stockholder or
Other Stockholder pursuant to the above-described procedure, the portion of
such Stockholder’s or Other Stockholder’s allocation that would have been
included had such Stockholders or Other Stockholders requested inclusion of
such Registrable Securities or Other Shares shall be reallocated among those
requesting Stockholders and Other Stockholders whose allocations did not
satisfy their requests pro rata on the basis of total number of shares of
Registrable Securities and Other Shares held by such Stockholders and Other
Stockholders, and this procedure shall be repeated until all shares of
Registrable Securities and Other Shares which may be included in the
registration on behalf of the Stockholders and Other Stockholders have been so
allocated. In the case of registrations under Sections 3.1 or 3.2
hereof, the Company shall not limit the number of shares of Registrable
Securities to be included in a registration pursuant to this Agreement in order
to include in such registration securities registered for the Company’s own
account. The Company may limit the number of shares of Registrable Securities
to be included in a registration under Section 3.3 of this Agreement in
order to include in such registration securities to be registered for the
Company’s account and, in the case of the Initial IPO, in order to include in
such


 

















 


registration securities comprising the Employee
Pool. In the event the Company elects to include securities comprising the
Employee Pool in the registration relating to the Initial IPO, the Board, by
majority vote, shall allocate the securities comprising the Employee Pool among
employees of the Company (and/or their Affiliates) in such manner as the Board
deems appropriate. If a Stockholder elects to include any shares held by such
Stockholder or such Stockholder’s Affiliates in the Employee Pool, then such
Stockholder (and such Stockholder’s Affiliates) shall not have the right to
include any other shares held by such Stockholder or its Affiliates in the
registration relating to the Initial IPO (and Registrable Securities held by
such Stockholder and such Stockholder’s Affiliates shall not be taken into
account in determining the number of shares that other Stockholders may
otherwise include in the registration relating to the Initial IPO).


 


4.     Section
3.12 of the Agreement is hereby amended and restated in its entirety as
follows:


 


3.12         Termination of Rights. The rights of any particular
Stockholder to cause the Company to register securities under Sections 3.1,
3.2, and 3.3 shall terminate with respect to such Stockholder on
the second anniversary of the effective date of a Qualified Financing; provided
that, in the case of a Qualified Financing that is a Rule 144A Offering, the
rights of any particular Stockholder to cause the Company to register
securities under Sections 3.1, 3.2 and 3.3 shall terminate
with respect to such Stockholder on the second anniversary of a public offering
of the Common Stock (not by reason of Rule 144A) with gross offering proceeds
(to the Company and/or selling stockholders) in excess of $75,000,000 or as a
result of which the aggregate market value of the public float of the Company
exceeds $100,000,000.


 


5.     For the avoidance of doubt, the provisions of Sections 4 and 7
of the Agreement shall not apply to a Qualified Financing.


 


6.     This Amendment shall be and is hereby incorporated in and forms
a part of the Agreement.


 


7.     The provisions of Section 10.12 of the Agreement shall apply to
any amendment, modification or waiver of the terms of this Amendment.


 


8.     Except as modified by the foregoing, the terms and conditions of
the Agreement shall remain in full force and effect.


 


9.     This Amendment shall be construed and interpreted in accordance
with the laws of Delaware, without regard to choice of laws or conflict of laws
provisions thereof.


 


(Signature
pages follow)


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
   

  	
  OAK INVESTMENT PARTNERS XI, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Oak Associates XI, LLC

  	
   

  
	
   

  	
  Its: General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fredric W. Harman

  	
   

  
	
   

  	
  Name: Fredric W. Harman

  	
   

  
	
   

  	
  Title: Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  As holder of 25,066,667 shares of Series A Preferred Stock

  As holder of 2,596,939 shares of Series C Preferred Stock

  As holder of 1,666,667 shares of Series D Preferred Stock

  
				



 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  OAK INVESTMENT PARTNERS XII,
  L.P.

  
	
   

  
	
  By: Oak Associates XII,
  LLC

  
	
  Its: General Partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Fredric W. Harman

  	
   

  
	
  Name: Fredric W. Harman

  	
   

  
	
  Title: Managing Member

  	
   

  



 


 


As holder of 10,387,754 shares of Series C Preferred
Stock

As holder of 5,000,000 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  SPECTRUM V INVESTMENT MANAGERS’ FUND, L.P.

  	
   

  
	
   

  	
   

  
	
  By: SEA V Management LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Victor E. Parker

  	
   

  
	
  Name: Victor E. Parker

  	
   

  
	
  Title: Managing Director

  	
   

  
			



 


 


As holder of 125,333 shares of Series A Preferred
Stock

As holder of 21,641 shares of Series C Preferred Stock

As holder of 6,945 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  SPECTRUM EQUITY INVESTORS V, L.P.

  	
   

  
	
   

  	
   

  
	
  By: Spectrum Equity Associates V, L.P.

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
  By: SEA V Management LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Victor E. Parker

  	
   

  
	
  Name: Victor E. Parker

  	
   

  
	
  Title: Managing Director

  	
   

  
			



 


 


As holder of 24,941,334
shares of Series A Preferred Stock

As holder of 4,306,590 shares of Series C Preferred Stock

As holder of 1,381,944 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 














 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  OAK INVESTMENT PARTNERS XII, L.P.

  	
   

  
	
   

  	
   

  
	
  By: Oak Associates XII, LLC 

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fredric W. Harman

  	
   

  
	
  Name: Fredric W. Harman

  	
   

  
	
  Its: Managing Member

  	
   

  
			



 


 


As holder of 10,387,754 shares of Series C Preferred
Stock

As holder of 5,000,000 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  SPECTRUM V INVESTMENT MANAGERS’
  FUND, L.P.

  
	
   

  
	
  By: SEA V Management LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Victor E. Parker

  	
   

  
	
  Name: Victor E. Parker

  	
   

  
	
  Its: Managing Director

  	
   

  
			



 


 


As holder of 125,333 shares of Series A Preferred
Stock

As holder of 21,641 shares of Series C Preferred Stock

As holder of 6,945 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  SPECTRUM EQUITY INVESTORS V, L.P.

  	
   

  
	
   

  	
   

  
	
  By: Spectrum Equity Associates V, L.P.

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
  By: SEA V Management LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Victor E. Parker

  	
   

  
	
  Name: Victor E. Parker

  	
   

  
	
  Its: Managing Director

  	
   

  
			



 


 


As holder of 24,941,334 shares of Series A Preferred
Stock

As holder of 4,306,590 shares of Series C Preferred Stock

As holder of 1,381,944 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  W CAPITAL PARTNERS ORCHID, L.P.

  	
   

  
	
   

  	
   

  
	
  By: WCP GP II, L.P.

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
  By: WCP GP II, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Wachter

  	
   

  
	
  Name: David Wachter

  	
   

  
	
  Title: Managing Member

  	
   

  
			



 


 


As holder of 174,588 shares of Series A Preferred
Stock

As holder of 1,889,143 shares of Series C Preferred Stock

As holder of 606,208 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  W CAPITAL PARTNERS II, L.P.

  	
   

  
	
   

  	
   

  
	
  By: WCP GP II, L.P.

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
  By: WCP GP II, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Wachter

  	
   

  
	
  Name: David Wachter

  	
   

  
	
  Title: Managing Member

  	
   

  
			



 


As holder of 625,412 shares of Series A Preferred
Stock

As holder of 6,767,319 shares of Series C Preferred Stock

As holder of 2,171,570 shares of Series D Preferred Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT


 

















 


SIGNATURE PAGE TO
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 3, 2008


 


The undersigned stockholder of Demand Media, Inc., a
Delaware corporation (the “Company”) hereby executes and delivers the
Amendment No. 1 to Third Amended and Restated Stockholders’ Agreement, dated as
of March 3, 2008 (the “Amendment”), to which this signature page is
attached, effective as of the date of the Amendment.


 


 


	
  GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND, L.P.

  
	
   

  
	
   

  	
   

  
	
  By: Goldman Sachs Investment Partners GP, LLC

  	
   

  
	
  Its: General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gaurav Bhandari

  	
   

  
	
   

  	
  Name: Gaurav Bhandari

  	
   

  
	
   

  	
  Its: Managing Director

  	
   

  



 


As holder of 11,666,667 shares of Series D Preferred
Stock


 


AMENDMENT
NO. 1 TO THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT