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| Voting Items M74467-P51828 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends you vote FOR proposals 2 through 6. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants of Demand Media, Inc. for the fiscal year ending December 31, 2014. 3. Advisory vote to approve the compensation of our named executive officers, as described in the proxy materials. 4. Authorization for the Board of Directors to effect, in its discretion, a reverse stock split of the Common Stock of Demand Media, Inc., at a reverse stock split ratio of 1-for-5, 1-for-6, 1-for-7, 1-for-8, 1-for-9, 1-for-10, 1-for-11, or 1-for-12, as determined by the Board of Directors. 5. Approval of a corresponding amendment to Demand Media, Inc.'s Amended and Restated Certificate of Incorporation to effect the reverse stock split and to reduce proportionately the total number of shares of Common Stock that Demand Media, Inc. is authorized to issue, subject to the Board of Directors authority to abandon such amendment. 6. Approval of a one-time stock option adjustment for eligible stock options. 1a. John A. Hawkins 1b. Joshua G. James 1c. Victor E. Parker 1. Election of Directors The Board of Directors recommends you vote FOR the following: |