Classmates.com 2006 Annual Report Download - page 164

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Rights Certificate
UNITED ONLINE, INC.
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of November 15, 2001 (the “Rights
Agreement”), between United Online, Inc., a Delaware corporation (the “Company”),
and U.S. Stock Transfer Corporation, as Rights Agent (the
“Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 p.m., New York City time, on November 26, 2011, at the office of the Rights Agent designated for such purpose, or at the office of
its successor as Rights Agent, one one-thousandth (a “Unit”) of a fully paid non-assessable share of Series A Junior Participating Preferred
Stock, par value $0.0001 per share (the “Series A Preferred Stock”)
of the Company, at a purchase price of $25.00 per Unit of Series A Preferred
Stock (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Rights Certificate (and the number of Units of Series A Preferred Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 26, 2001 based on
the Series A Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Units of
Series A Preferred Stock which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to
modification and adjustment upon the happening of certain events.
This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a
full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the
holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company.
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