Classmates.com 2008 Annual Report Download - page 91

Table of Contents
EXHIBIT INDEX
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you
with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the
other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable
agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and
are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and in the Company's other
public filings, which are available without charge through the SEC's Web site at www.sec.gov.
89
Incorporated by Reference to
Filed
with this
Form 10-K
No.
Exhibit Description
Form
File No.
Date Filed
2.1
Stock Purchase Agreement, dated as of April 9, 2006, by and between
United Online, Inc. and UAL Corporation
8-K 000-33367 4/13/2006
2.2
Agreement and Plan of Merger, dated April 30, 2008, among United
Online, Inc., UNOLA Corp. and FTD Group, Inc.
S
-
4/A
333
-
151998
7/22/2008
2.3
Amendment No. 1 to Agreement and Plan of Merger, dated July 16,
2008, among United Online, Inc., UNOLA Corp. and FTD Group, Inc.
S
-
4/A
333
-
151998
7/22/2008
3.1
Amended and Restated Certificate of Incorporation
10
-
K
000
-
33367
3/1/2007
3.2
Amended and Restated Bylaws
10
-
K
000
-
33367
3/1/2007
3.3
Certificate of Designation for Series A Junior Participating Preferred
Stock (included in Exhibit 4.1 below)
10
-
K
000
-
33367
3/1/2007
4.1
Rights Agreement, dated as of November 15, 2001, between the
Company and U.S. Stock Transfer Corporation, which includes the form
of Certificate of Designation for the Series A junior participating
preferred stock as Exhibit A, and the form of Rights Certificate as
Exhibit B
10
-
K
000
-
33367
3/1/2007