CLASSMATES MEDIA CORPORATION STOCK OPTION AGREEMENTClassmates Media CORP • November 8th, 2007 • Services-business services, nec • Delaware
REAL ESTATE LICENSE AGREEMENT (San Francisco) dated as of , 2007 between MYPOINTS.COM, INC. and UNITED ONLINE, INC.Real Estate License Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec
This REAL ESTATE AGREEMENT (this "Agreement") is dated as of , 2007, is entered into by and between MyPoints.com, Inc., a Delaware corporation having its principal office at First Market Tower, 525 Market Street, 34th Floor, San Francisco, California ("Licensor"), and United Online, Inc., a Delaware corporation having its principal office at 21301 Burbank Boulevard, Suite 400, Woodland Hills, California ("Licensee"). Licensor and Licensee are sometimes referred to herein separately as a "Party" and together as the "Parties."
CLASSMATES MEDIA CORPORATION RESTRICTED STOCK UNIT ISSUANCE AGREEMENTClassmates Media CORP • November 8th, 2007 • Services-business services, nec • California
CLASSMATES MEDIA CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, Rights Agent Rights Agreement Dated as of , 2007Rights Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • Delaware
RIGHTS AGREEMENT, dated as of , 2007 (the “Agreement”), between Classmates Media Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Employment Agreement (the “Agreement”) is made and entered into effective as of this 22nd day of August, 2007 by and between Classmates Media Corporation, a Delaware corporation (“Classmates”), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Mark R. Goldston, whose business address is 21301 Burbank Boulevard, Woodland Hills California 91367 (“Mr. Goldston”).
TAX SHARING AGREEMENT by and among UNITED ONLINE, INC. AND ITS AFFILIATES, and CLASSMATES MEDIA CORPORATION AND ITS AFFILIATES, DatedTax Sharing Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec
THIS TAX SHARING AGREEMENT (this "Agreement") dated as of , 2007, by and among United Online, Inc., a Delaware corporation ("Parent"), each Parent Affiliate (as defined below), Classmates Media Corporation, an Delaware corporation ("CMC"), and each CMC Affiliate (as defined below) is entered into in connection with the IPO (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • Delaware
INDEMNIFICATION AGREEMENT, dated as of , 200 (the “Agreement”), by and between Classmates Media Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
ADVERTISING SALES REPRESENTATION AGREEMENT dated as of , 2007 between UNITED ONLINE ADVERTISING NETWORK, INC. and CLASSMATES ONLINE, INC.Representation Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Advertising Sales Representation Agreement is dated as of , 2007 (the "Effective Date") by and between United Online Advertising Network, Inc., a Delaware corporation ("UOL Media Group"), and Classmates Online, Inc., a Washington corporation ("CMO"). UOL Media Group and CMO are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Employee Matters Agreement is dated as of , 2007 by and between United Online, Inc., a Delaware corporation ("UOL"), and Classmates Media Corporation, a Delaware corporation ("CMC"). UOL and CMC are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
REAL ESTATE LICENSE AGREEMENT (Woodland Hills) dated as of , 2007 between NETZERO, INC. and CLASSMATES MEDIA CORPORATIONReal Estate Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec
This REAL ESTATE AGREEMENT (this "Agreement") is dated as of , 2007, is entered into by and between NetZero, Inc., a Delaware corporation having its principal office at 21301 Burbank Boulevard, Suite 400, Woodland Hills, California ("Licensor"), and Classmates Media Corporation, a Delaware corporation having its principal office at 21301 Burbank Boulevard, Suite 400, Woodland Hills, California ("Licensee"). Licensor and Licensee are sometimes referred to herein separately as a "Party" and together as the "Parties".
ADMINISTRATIVE SERVICES AGREEMENT dated as of , 2007 between UNITED ONLINE, INC. and CLASSMATES MEDIA CORPORATIONAdministrative Services Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Administrative Services Agreement is dated as of , 2007 by and between United Online, Inc., a Delaware corporation ("UOL"), and Classmates Media Corporation, a Delaware corporation ("CMC"). UOL and CMC are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
TECHNOLOGY SERVICES AGREEMENTTechnology Services Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Technology Services Agreement is dated as of , 2007 by and between United Online, Inc., a Delaware corporation ("UOL"), and Classmates Media Corporation, a Delaware corporation ("CMC"). UOL and CMC are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
MASTER TRANSACTION AGREEMENT dated as of , 2007 between UNITED ONLINE, INC. and CLASSMATES MEDIA CORPORATIONMaster Transaction Agreement • November 8th, 2007 • Classmates Media CORP • Services-business services, nec • California
This Master Transaction Agreement is dated as of , 2007 by and between United Online, Inc., a Delaware corporation ("UOL"), and Classmates Media Corporation, a Delaware corporation ("CMC"). UOL and CMC are sometimes referred to herein separately as a "Party" and together as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in ARTICLE IX hereof.
