Classmates.com 2009 Annual Report Download - page 98

Table of Contents
EXHIBIT INDEX
The agreements included as exhibits to this Annual Report on Form 10-K 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 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;
• may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of
the applicable agreement;
•
may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; 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.
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering
whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in
this Form 10-K not misleading.
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.
95
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
4.2
Amendment No. 1 to Rights Agreement, dated as of April 29, 2003, between the
Registrant and U.S. Stock Transfer Corporation
10
-
Q
000
-
33367
5/1/2003