effective as delivery of an original executed counterpart of this
Notice of Borrowing.
[Remainder of page intentionally left blank]
A-1
[RIGHTSIDE GROUP, LTD.][UNITED TLD HOLDCO, LTD.]
By:
Name:
Title:
[SIGNATURE PAGE TO NOTICE OF BORROWING]
A-2
EXHIBIT B-1
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS TERM NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT."
RIGHTSIDE GROUP, LTD. WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF
INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF
ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE
TO SUCH HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST
OF SUCH HOLDER DIRECTED TO 2951 28TH STREET, SUITE 1000, SANTA MONICA, CA 90405.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF AUGUST 6,
2014 AMONG SILICON VALLEY BANK ("SENIOR LENDER"), OBSIDIAN AGENCY
SERVICES, INC., AS AGENT FOR THE LENDERS (AS DEFINED BELOW), AND RIGHTSIDE GROUP
LTD. ON BEHALF OF THE BORROWERS ("BORROWERS") OF THE INDEBTEDNESS (INCLUDING
INTEREST) OWED PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF AUGUST 1,
2014 BY AND AMONG BORROWERS AND SENIOR LENDER, AS SUCH CREDIT AGREEMENT (SUBJECT
TO THE TERMS OF THE SUBORDINATION AGREEMENT) HAS BEEN AND HEREAFTER MAY BE
AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME AND
(SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT) TO INDEBTEDNESS
REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE
SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE
HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION
AGREEMENT.
FORM OF TERM NOTE (U.S. BORROWER)
$[·]
[·], 2014
FOR VALUE RECEIVED, the undersigned, RIGHTSIDE GROUP, LTD., a Delaware
corporation (the "U.S. Borrower", together with all successors and assigns),
promises to pay [·] (hereinafter, together with all successors in title and
permitted assigns, the "Lender"), the principal sum of $[·] or such lesser
amount as is outstanding from time to time, on the dates and in the amounts set
forth in the Credit Agreement (as hereafter defined), with interest, fees,
expenses and costs at the rate and payable in the manner stated in the Credit
Agreement.
As used herein, the "Credit Agreement" means and refers to that
certain Credit Agreement, dated as of August 6, 2014 (as the same may be
amended, restated, supplemented or otherwise modified from time to time), by and
among the U.S. Borrower, UNITED TLD HOLDCO, LTD., an exempted company limited by
shares incorporated under the laws of the Cayman Islands (the "Cayman Borrower",
together with all successors and assigns), the lenders from time to time party
thereto (the "Lenders") and OBSIDIAN AGENCY SERVICES, INC., as administrative
agent (in such capacity, the "Administrative Agent") and as collateral agent (in
such capacity, the "Collateral Agent") for the Lenders. Capitalized terms used
herein and not otherwise defined herein are