X0303 4 2011-01-31 0 0001365038 DEMAND MEDIA INC. DMD 0001183748 HARMAN FREDERIC W C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 1 0 0 0 0001365607 OAK INVESTMENT PARTNERS XII L P C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 0 0 1 0 0001299239 Oak Investment Partners XI L P C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 0 0 1 0 Common Stock, $0.0001 par value 2011-01-31 4 X 0 76304 5.9 A 76304 I See Footnote Common Stock, $0.0001 par value 2011-01-31 4 C 0 12533333 A 12609637 I See Footnote Common Stock, $0.0001 par value 2011-01-31 4 C 0 1298469 A 13908106 I See Footnote Common Stock, $0.0001 par value 2011-01-31 4 C 0 5193877 A 5193877 I See Footnote Common Stock, $0.0001 par value 2011-01-31 4 C 0 833333 A 14741439 I See Footnote Common Stock, $0.0001 par value 2011-01-31 4 C 0 2500000 A 7693877 I See Footnote Series A Preferred Stock 2011-01-31 4 C 0 25066666 0 D Common Stock 12533333 0 I See Footnote Series C Preferred Stock 2011-01-31 4 C 0 2596938 0 D Common Stock 1298469 0 I See Footnote Series C Preferred Stock 2011-01-31 4 C 0 10387754 0 D Common Stock 5193877 0 I See Footnote Series D Preferred Stock 2011-01-31 4 C 0 1666666 0 D Common Stock 833333 0 I See Footnote Series D Preferred Stock 2011-01-31 4 C 0 5000000 0 D Common Stock 2500000 0 I See Footnote Warant to Purchase Common Stock 5.9 2011-01-31 4 X 0 76304 0 D Common Stock 76304 0 I See Footnote Each share of Series A Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering. Each share of Series C Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering. Each share of Series D Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering. The shares are directly held by Oak Investment Partners XI, Limited Partnership. Mr. Harman, one of the Issuer's directors, is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, Limited Partnership. Mr. Harman has shared power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. with Mr. Harman are Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer and Gerald R. Gallagher, all of whom are Managing Members of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, L.P. Mr. Harman and each of the other above listed individuals disclaims beneficial ownership of the shares held by such partnerships, except to the extent of their individual pecuniary interest therein, if any. The shares are directly held by Oak Investment Partners XII, Limited Partnership. Mr. Harman is a Managing Member of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, Limited Partnership. Mr. Harman has shared power to vote and dispose of the shares held by Oak Investment Partners XII, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XII, L.P. with Mr. Harman are Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, Gerald R. Gallagher, Grace A. Ames, Iftikar A. Ahmed and Warren B. Riley, all of whom are Managing Members of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, L.P. Mr. Harman and each of the other above listed individuals disclaims beneficial ownership of the shares held by such partnerships, except to the extent of their individual pecuniary interest therein, if any. This warrant was immediately exercisable. The shares do not have an expiration date. The warrant would have terminated upon the earliest of August 18, 2011, the closing date of the Issuer's initial public offering or the closing of a change of control (as defined therein). /s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Fredric W. Harman 2011-02-02 /s/ Fredric W. Harman Oak Investment Partners XII, Limited Partnership, By: Fredric W. Harman 2011-02-02 /s/ Fredric W. Harman Oak Investment Partners XI, Limited Partnership, By: Fredric W. Harman 2011-02-02