Classmates.com 2006 Annual Report Download - page 157

Exhibit A
FORM
of
CERTIFICATE OF DESIGNATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
UNITED ONLINE, INC.,
(Pursuant to Section 151 of the
Delaware General Corporation Law)
United Online, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the
“Corporation”), hereby certifies that the following resolution was adopted by the board of directors of the Corporation as required by
Section 151 of the General Corporation Law at a meeting duly called and held on November 15, 2001;
RESOLVED, that pursuant to the authority granted to and vested in the board of directors of the Corporation (hereinafter the “Board”) in
accordance with the provisions of the certificate of incorporation of the Corporation, as currently in effect, the Board hereby creates a series of
Preferred Stock, par value $0.0001per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares,
and fixes the relative rights, preferences, and limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount . The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the
“Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be Three Hundred Thousand (300,000).
Such number of shares may be increased or decreased by resolution of the Board; provided , that no decrease shall reduce the number of shares
of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible
into Series A Preferred Stock.
Section 2. Dividends and Distributions .
(a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of
common stock, par value $0.0001 per share (the “Common Stock”),
of the Corporation, and of any other junior stock, shall be entitled to receive,
when declared by the Board out of funds legally available for the purpose, dividends in an amount per share (rounded to the nearest cent) equal
to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times
the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock.
In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by
multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution on the shares of Series A Preferred Stock as provided in Section 2(a) immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided ,
however , that, in no event shall a dividend or distribution be declared by the Board on the Common Stock for which it does not declare and pay
the dividend required to be declared on the Preferred Stock pursuant to Section 2(a).
(c) Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty days prior to the date
fixed for the payment thereof.
Section 3.
Voting Rights
. The holders of shares of Series A Preferred Stock shall have the following voting rights: