Share Purchase Agreement

On December 5, 2016, certain subsidiaries of GoDaddy Inc. (the
Company) entered into an agreement on the sale and purchase of
all shares in Host Europe Holdings Limited (HEG) and certain loan
notes issued by Host Europe Finance Co. Limited, by and among Go
Daddy Operating Company, LLC (the Buyer), Desert Newco, LLC (the
Guarantor), the Cinven Sellers identified on Schedule 1 thereto,
the Minority Sellers identified in Schedule 2 thereto, the
Management Sellers identified on Schedule 3 thereto (the Cinven
Sellers, the Minority Sellers and the Management Sellers
collectively the Sellers) and Cinven Capital Management (V) GP
Ltd, as the Sellers Representative (the Share Purchase
Agreement). Concurrently with the execution of the Share Purchase
Agreement, each of Patrick Pulvermller and Tobias Mohr, who are
members of the management team of HEG (together, the Management
Warrantors) executed and delivered a management warranty deed in
favor of the Buyer (the Management Warranty Deed), to which the
Management Warrantors have made certain warranties concerning the
HEG business to the Buyer.

to the terms of the Share Purchase Agreement and subject to the
conditions therein, on the closing date, the Buyer will purchase
all of the outstanding shares of HEG and related loan notes for
approximately EUR 1.69 billion (approximately US $1.79 billion as
of December 5, 2016) (the Purchase Price), including
approximately EUR 605 million paid to the selling shareholders
and approximately EUR 1.08 billion in assumed net debt (the
Transaction), subject to certain adjustments provided for in the
Share Purchase Agreement. The Guarantor will guarantee payment of
the purchase price by the Buyer. The Company is the sole managing
member, has all voting power in, and controls the management of,
the Guarantor.

Consummation of the Transaction is subject to certain conditions,
including (1) the absence of any law or order in the United
Kingdom, Switzerland, Germany or Spain restraining, enjoining or
otherwise prohibiting consummation of the Transaction, (2) the
receipt of the necessary merger control approvals and/or
clearances contemplated by the merger control rules of Germany
and the United Kingdom (the Antitrust Clearances), (3) subject to
specific standards, the accuracy of certain guarantees made by
the Sellers and Loan Note Holders (as defined in the Share
Purchase Agreement), (4) performance and compliance by the
Sellers and Loan Note Holders in all material respects with their
respective obligations under the Share Purchase Agreement, (5)
the absence of a Company Material Adverse Effect (as defined in
the Share Purchase Agreement), and (6) the delivery of certain
financial statements of HEG. The Transaction is not contingent on
the Buyers ability to procure debt financing and as such, if the
Buyer is unable to secure the necessary financing arrangements
contemplated by the Commitment Documentation (as defined below),
the Buyer may be liable for the entirety of the Purchase Price.

Additionally, the Share Purchase Agreement requires that the
Buyer take all actions necessary to prepare the necessary filings
for the Antitrust Clearances and to take any and all steps
necessary or desirable to avoid or eliminate each and every
impediment under any applicable antitrust or competition law that
may be asserted, subject to certain limitations. However, neither
the Company nor its subsidiaries will be required to divest, hold
separate, or enter into any license or similar arrangement with
respect to, or agree to restrict the ownership or operation of,
or agree to conduct or operate in a specified manner, any portion
of their business or assets.

The Share Purchase Agreement may be terminated at any time prior
to the closing date by mutual written consent of the Buyer and
the Sellers Representative, and under certain other conditions,
including in the event that the Transaction is not consummated by
December 5, 2017.

The foregoing descriptions of the Share Purchase Agreement and
Management Warranty Deed do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Share Purchase Agreement and Management Warranty Deed,
respectively. Copies of the Share Purchase Agreement and the
Management Warranty Deed are filed as Exhibits 2.1 and 2.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.

The Share Purchase Agreement, the Management Warranty Deed and
the above descriptions have been included to provide investors
and securityholders with information regarding the terms of the
Share Purchase Agreement and the Management Warranty Deed. They
are not intended to provide any other factual information about
the Buyer, HEG, or their respective subsidiaries or affiliates or
stockholders. The representations, warranties and covenants
contained in the Share Purchase Agreement and the Management
Warranty Deed were made only for purposes of the Share Purchase
Agreement and the Management Warranty Deed and as of specific
dates; were solely for the benefit of the parties thereto; and
may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made by
each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors or securityholders. Investors and
securityholders should be aware that the representations,
warranties and covenants or any description thereof may not
reflect the actual state of facts or condition of the Buyer, HEG,
or any of their respective subsidiaries, affiliates, businesses,
or stockholders. Moreover, information concerning the subject
matter of the representations, warranties and covenants may
change after the date of the Share Purchase Agreement and the
Management Warranty Deed. Accordingly, investors and
securityholders should read the representations and warranties in
the Share Purchase Agreement and

the Management Warranty Deed not in isolation but only in
conjunction with the other information about the Buyer and its
subsidiaries that the Company includes in reports, statements and
other filings it makes with the U.S. Securities and Exchange
Commission (the SEC).

Financing Commitment

In connection with the execution of the Share Purchase Agreement,
on December 5, 2016, the Buyer entered into a commitment letter,
an engagement letter and a Joinder Agreement to the existing
Credit Agreement of the Buyer (collectively, the Commitment
Documentation) with Barclays Bank PLC, Citigroup Global Markets
Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities
Inc. and Royal Bank of Canada (together with their designated
affiliates, the Commitment Parties), to which, among other
things, the Commitment Parties, through the execution of the
commitment letter and joinder agreement, committed to provide a
term facility of up to EUR 1.3 billion, a revolving facility of
up to $50 million, and an asset sale bridge facility of up to EUR
500 million (together, the Facilities). The commitments of the
Commitment Parties to provide the Facilities are subject to
customary conditions, including the completion of the
Transaction, the accuracy of certain specified representations,
the absence of a Company Material Adverse Effect (as defined in
the Share Purchase Agreement) with respect to HEG, and other
customary closing conditions.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Principal Accounting Officer

On December 7, 2016, the Board of Directors (the Board) of the
Company confirmed that Ray E. Winborne shall serve as the
principal accounting officer of the Company, effective December
31, 2016. Mr. Winborne will continue to serve the Company in the
capacity of Chief Financial Officer and principal financial
officer. As previously reported, Matthew B. Kelpy resigned from
his position as Chief Accounting Officer and principal accounting
officer on September 30, 2016, with such resignation to be
effective on December 31, 2016. Additional information regarding
Mr. Winborne and his background is included in the Companys
Current Report on Form 8-K filed on August 4, 2016, which
information is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

*>Schedules and exhibits have been omitted to Item 601(b)(2)
of Regulation S-K. GoDaddy Inc. agrees to furnish supplementally
to the SEC a copy of any omitted schedule or exhibit upon
request.

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: December 9 2016

Exhibit Index

*>Schedules and exhibits have been omitted