United Online Inc Sample Contracts

United Online Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UNITED ONLINE, INC. (July 1st, 2016)

SECOND: The address of the corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

United Online Inc – Contract (July 1st, 2016)

LOS ANGELES, CA – July 1, 2016 – B. Riley Financial, Inc. (NASDAQ: RILY), a diversified provider of financial and business advisory services, has completed the acquisition of United Online, Inc. (NASDAQ: UNTD), an Internet access and services provider.

United Online Inc – AMENDED AND RESTATED BY-LAWS OF UNITED ONLINE, Inc. (the “Corporation”) (July 1st, 2016)
United Online Inc – UNITED ONLINE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (May 27th, 2016)

On March 31, 2016, Classmates International, Inc. (“Seller”), a Delaware corporation and subsidiary of United Online, Inc., a Delaware corporation (“United Online”), and Ströer Content Group GmbH, a limited liability company organized under the laws of Germany (“Purchaser”) entered into a Share Purchase Agreement, dated March 31, 2016 (the “Agreement”) regarding the sale of United Online’s European social media business. Pursuant to the Agreement, the Seller agreed to sell to the Purchaser all of the shares of stock in the following entities: StayFriends GmbH, a German entity, Trombi Acquisition SARL, a French entity, Klassträffen Sweden AB, a Swedish entity, and Klassenfreunde.ch GmbH, a Swiss entity (collectively, the “Social Media Business”). On May 24, 2016, the Seller completed the sale of the Social Media Business to the Purchaser. The total cash consideration received for the Social Media Business was approximately 16 million Euros.

United Online Inc – ITEM 6. SELECTED FINANCIAL DATA (May 26th, 2016)

The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Current Report on Form 8-K. In this document, “United Online,” the “Company,” “we,” “us” and “our” refer to United Online, Inc. and its subsidiaries.

United Online Inc – United Online Reports First Quarter 2016 Financial Results (May 10th, 2016)

WOODLAND HILLS, Calif., May 10, 2016 (GLOBE NEWSWIRE) -- United Online, Inc. (Nasdaq:UNTD) today reported financial results for its first quarter ended March 31, 2016. In accordance with GAAP, StayFriends’ and MyPoints’ financial results are presented as discontinued operations for all periods presented in this press release.

United Online Inc – UNITED ONLINE, INC. 2016 MANAGEMENT BONUS PLAN (May 10th, 2016)
United Online Inc – United Online, Inc. 21255 Burbank Boulevard, Suite 400 Woodland Hills, California 91367 Ladies and Gentlemen: (May 5th, 2016)

As a holder of Company Common Stock (as defined below), the undersigned (the “Stockholders”) understand that United Online, Inc., a Delaware corporation (the “Company”), Unify Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and B. Riley Financial, Inc., a Delaware corporation (“BRF”), propose to enter into an Agreement and Plan of Merger, dated as of May 4, 2016 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company, in which each of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) (other than Excluded Shares) will be converted into the right to receive the Per Share Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

United Online Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG B. RILEY FINANCIAL, UNIFY MERGER SUB, INC. AND UNITED ONLINE, INC. DATED AS OF MAY 4, 2016 (May 5th, 2016)

AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2016 (this “Agreement”), by and among B. Riley Financial, Inc., a Delaware corporation (“Parent”), Unify Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and United Online, Inc., a Delaware corporation (the “Company”).

United Online Inc – UNITED ONLINE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (April 25th, 2016)

On April 19, 2016, Classmates Media Corporation (“Seller”), a Delaware corporation and wholly-owned subsidiary of United Online, Inc., a Delaware corporation (“United Online”), completed the sale of all of the stock of its wholly-owned subsidiary, MyPoints.com, Inc., a Delaware corporation (“MyPoints”), to Prodege, LLC, a California limited liability company (“Purchaser”), pursuant to the Stock Purchase Agreement, dated as of and entered into on April 19, 2016, by and among Purchaser, United Online and Seller (the “Agreement”). The purchase price received for MyPoints was approximately $13,000,000 in cash, subject to a post-closing purchase price adjustment. The Agreement includes customary representations, warranties and covenants of each party, some of which survive the closing of the transaction for a period of time. In connection with the closing of the transaction, the parties have entered into a transition services agreement, pursuant to which Seller is to provide, among other th

United Online Inc – January 11, 2016 Jeff Goldstein Dear Jeff, (March 3rd, 2016)

It gives me great pleasure to present to you this offer of employment as the Interim Chief Executive Officer of United Online, Inc. (the “Company”). The start date of your employment will be January 11, 2016 (the “Commencement Date”).

United Online Inc – GENERAL RELEASE AND AGREEMENT (March 3rd, 2016)

I, Kesa Tsuda, acknowledge that my employment with United Online, Inc. (the “Company”) terminates on November 1, 2015 (the “Separation Date”) and that I will not perform any further employee duties or render services in any other capacity to the Company or its affiliates after such date and my employment agreement with the Company dated effective as of June 16, 2014 and any other prior employment agreements between me and the Company (collectively, the “Employment Agreement”) is terminated as of the Separation Date, subject to the surviving provisions contained therein. Effective on the Separation Date, I shall resign from my position as an officer of the Company and any other positions I may hold with the Company or any of its affiliates, and I agree that I will execute any and all documents necessary to effect such resignations.

United Online Inc – United Online Reports Fourth Quarter and Full Year 2015 Financial Results (February 17th, 2016)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--February 17, 2016--United Online, Inc. (NASDAQ: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its fourth quarter and full year ended December 31, 2015.

United Online Inc – United Online Reports Third Quarter 2015 Financial Results (November 3rd, 2015)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--November 3, 2015--United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its third quarter ended September 30, 2015. In accordance with GAAP, Classmates’ operating results are presented as discontinued operations for all periods presented in this press release.

United Online Inc – UNITED ONLINE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (August 17th, 2015)

On August 11, 2015, Classmates Media Corporation (“Seller”), a Delaware corporation and wholly-owned subsidiary of United Online, Inc., a Delaware corporation (“United Online”), completed the sale of all of the stock of its wholly-owned subsidiary, Classmates, Inc., a Washington corporation (“Classmates”), to Intelius Holdings, Inc., a Delaware corporation (“Purchaser”), pursuant to the Stock Purchase Agreement, dated as of and entered into on August 11, 2015, by and among Purchaser, United Online and Seller. The purchase price received for the domestic Classmates business was approximately $30,000,000 in cash, subject to a post-closing working capital adjustment. In connection with the closing of the transaction, the parties have entered into a transition services agreement, pursuant to which Classmates will pay Seller to provide, among other things, certain accounting, information technology and sales services for a limited period of time after the closing of the transaction.

United Online Inc – UNITED ONLINE, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN (August 6th, 2015)
United Online Inc – UNITED ONLINE, INC. 2010 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED AS OF JUNE 13, 2013 AS AMENDED AS OF APRIL 23, 2015 (August 6th, 2015)
United Online Inc – United Online Reports Second Quarter 2015 Financial Results (August 4th, 2015)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--August 4, 2015--United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its second quarter ended June 30, 2015.

United Online Inc – UNITED ONLINE, INC. 2015 MANAGEMENT BONUS PLAN (May 7th, 2015)
United Online Inc – UNITED ONLINE, INC. CHANGE IN CONTROL POLICY FOR EXECUTIVES (May 7th, 2015)

The United Online, Inc. (the “Company”) Change in Control Policy for Executives (this “Policy”) is established as of February 19, 2015 (the “Effective Date”) and is intended to promote the interests of the Company by (i) encouraging our executives to remain in our employ throughout the uncertainty that may exist in a potential change in control situation, and (ii) enabling our executives to focus on the performance of their duties and to provide us with advice about a potential change in control situation without being distracted about the effects of the transactions on their continued employment with the Company. This Policy is hereby adopted by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) and shall be administered by the Committee.

United Online Inc – United Online Reports First Quarter 2015 Financial Results (May 5th, 2015)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--May 5, 2015--United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its first quarter ended March 31, 2015.

United Online Inc – UNITED ONLINE, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN (March 2nd, 2015)
United Online Inc – GENERAL RELEASE AND AGREEMENT (March 2nd, 2015)

I, Robert J. Taragan, acknowledge that my employment with United Online, Inc. (the “Company”) terminates on February 16, 2015 (the “Separation Date”) and that I will not perform any further employee duties or render services in any other capacity to the Company or its affiliates after such date and my employment agreement with the Company dated effective as of February 7, 2011, as amended January 25, 2013 and July 29, 2013, and any other prior employment agreements between me and the Company, (as amended, the “Employment Agreement”) is terminated as of the Separation Date, subject to the surviving provisions contained therein. Effective on the Separation Date, I shall resign from my position as an officer of the Company and any other positions I may hold with the Company or any of its affiliates, and I agree that I will execute any and all documents necessary to effect such resignations.

United Online Inc – United Online Reports Fourth Quarter and Full Year 2014 Financial Results (February 18th, 2015)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--February 18, 2015--United Online, Inc. (NASDAQ: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its fourth quarter and full year ended December 31, 2014.

United Online Inc – UNITED ONLINE, INC. 2014 MANAGEMENT BONUS PLAN (CFO AND CPO) (November 6th, 2014)
United Online Inc – United Online Reports Third Quarter 2014 Results (November 4th, 2014)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--November 4, 2014--United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer services and products over the Internet, today reported financial results for its third quarter ended September 30, 2014.

United Online Inc – GENERAL RELEASE AND AGREEMENT (August 18th, 2014)

I, Harold Alan Zeitz, acknowledge that my employment with Classmates, Inc. (the “Company”) will terminate on May 16, 2014 (the “Separation Date”) and that I will not perform any further employee duties or render services in any other capacity to the Company after such date.

United Online Inc – May 12, 2014 Edward K. Zinser Bell Canyon, Ca. 91307 Dear Ed, (August 18th, 2014)

It gives me great pleasure to present to you this offer of employment as the Executive Vice President and Chief Financial Officer of United Online, Inc. (the “Company”). The start date of your employment will be May 19, 2014 (the “Commencement Date”).

United Online Inc – United Online Reports Second Quarter 2014 Results (August 11th, 2014)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--August 11, 2014--United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer services and products over the Internet, today reported limited financial information. The company is working to finalize its accounting for income taxes and, accordingly, has provided limited financial information herein. The financial information for Q2 2014 and Q2 2013, as presented herein, is correct. In connection with the preparation of the company’s provision for income taxes for the quarter ended June 30, 2014, the company determined that the accounting for income taxes in prior periods was not correct. In addition, the change in the accounting for income taxes negatively impacts the goodwill impairment charge recorded by its Classmates reporting unit during the quarter ended September 30, 2013. The company has determined that the provision for income taxes and the goodwill impairment charge for the Classmates reporting unit for the year ended December 31

United Online Inc – OFFICE LEASE LNR WARNER CENTER WOODLAND HILLS, CALIFORNIA LNR WARNER CENTER IV, LLC, a California limited liability company, as Landlord, and UNITED ONLINE, INC., a Delaware corporation, as Tenant (May 22nd, 2014)

This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between LNR WARNER CENTER IV, LLC, a California limited liability company (“Landlord”), and UNITED ONLINE, INC., a Delaware corporation (“Tenant”).

United Online Inc – UNITED ONLINE, INC. 2014 MANAGEMENT BONUS PLAN (May 6th, 2014)
United Online Inc – AMENDED AND RESTATED UNITED ONLINE, INC. SEVERANCE BENEFIT PLAN AND SUMMARY PLAN DESCRIPTION Amended and Restated Effective January 1, 2010 and Further Amended Effective May 1, 2014 (May 6th, 2014)
United Online Inc – United Online Reports First Quarter 2014 Results (April 30th, 2014)

WOODLAND HILLS, Calif.--(BUSINESS WIRE)--April 30, 2014--United Online, Inc. (Nasdaq: UNTD) today reported financial results for its first quarter ended March 31, 2014.

United Online Inc – UNITED ONLINE, INC. NOTICE OF GRANT OF STOCK OPTION (March 13th, 2014)

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of United Online, Inc. (the “Corporation”):

United Online Inc – EMPLOYMENT AGREEMENT (March 13th, 2014)

This Employment Agreement (the “Agreement”) is made and entered into as of the date the last party hereto signs the Agreement but is made effective as of the Effective Date (as defined below in Section 1(a)) by and between United Online, Inc., a Delaware corporation (the “Company”), with principal corporate offices at 21301 Burbank Blvd., Woodland Hills, CA 91367, and Francis Lobo (“Employee”).