Common use of IMPRESSIONS COMMITMENT Clause in Contracts

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] Impressions to MP through the Promotions (the "Impressions Commitment"). With respect to the Impressions Commitment, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), as MP's sole remedy, AOL will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to a minimum ---------------------- of [***] Impressions which link to MP the Co-Branded Entry Page through the Promotions in accordance with Exhibit A and the timelines set ------- - forth therein (the "Impressions Commitment"). With respect to the The Impressions Commitment, AOL will not be obligated to provide in excess of any Impressions target amounts (as targets specified on Exhibit A) in any year. In A are the event AOL provides an excess minimum amount of Impressions in any yearto be --------- provided by AOL. The parties will determine annually, beginning March 1, 2001, whether the annual actual Impressions target targets for the subsequent immediately preceding year will be reduced by the amount of such windfall. Any were met, and any shortfall in Impressions at the end of a any year during the Term will not be deemed a breach of the Agreement by AOL; instead AOL so long as AOL promptly takes commercially reasonable action to remedy the situation with comparable Impressions. If a significant shortfall continues after six (6) months, either party may invoke the dispute resolution procedures set forth in Section 7 to fashion a strategy reasonably acceptable to MP to alleviate such shortfall will be added to the Impressions target for the subsequent yearcontinuing significant shortfall. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), as MP's sole remedyAOL will, AOL will either (i) continue to within ninety days of the end of the Term, provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal in number to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below"Final Makegood"). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue that, if the Final Shortfall is equal to provide MP with all integrated Promotions as provided on Exhibit A until the expiration a number of Impressions which is more than [***] percent ([***]%) of the Initial total Impressions to be delivered hereunder in that year, then, upon written notice delivered to AOL within five (5) days of the end of the Term, MP shall be entitled to receive in lieu of the Final Makegood, a refund of the Payment, calculated in accordance with the Pro-Rata Refund Formula. The Parties agree that in each year during the term of this Agreement [*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION*] percent ([***]%) of the Impressions will be for the Exclusive Product and not more than [***] percent ([***]%) of the Impressions may include references to MP Products other than traditional grocery store products.

IMPRESSIONS COMMITMENT. During Subject to the Termterms of this Section 1.2, during the Term AOL shall deliver up to [***] Impressions to MP through Impressions, for any Year, as designated in the Promotions "Aggregate Total Impressions" line item set forth on Exhibit A (the "Impressions Commitment"). With respect to the Impressions CommitmentCommitments, AOL will not be obligated to provide Impressions in excess of any the applicable Impressions target amounts (as specified on Exhibit A) Commitment in any year, unless AOL otherwise agrees in writing. AOL acknowledges that MP will actively promote the MP Products in Deregulated Markets at certain critical times (e.g., immediately before Market Open Dates), and therefore MP may wish to use Impressions during specific periods in accordance with Section 1.4 hereof. Subject to Section 1.2.3 hereof, AOL will use its commercially reasonable efforts to accommodate MP's needs in these new and emerging markets by making available Impressions within that market during critical time periods identified by MP as soon as reasonably practical after identification of such needs. 1.2.1 In the event AOL provides an Impressions in excess of the applicable Impressions Commitment in any year, the annual Impressions target Commitment for the subsequent year will be reduced by the amount of such windfallexcess, but in no event shall such reduction be more than the Collar regardless of the amount of such excess. 1.2.2 Subject to Section 1.2.3, if AOL fails to provide sufficient Impressions to meet the Impressions Commitment for any year, then the Impressions Commitment for the subsequent year will be increased by a number of Impressions equal to the number of Impressions not delivered (the "Shortfall"), subject to the following: (a) If the Shortfall of Impressions is within the Collar, the Impressions Commitment for the subsequent year will be increased by the number of Impressions in the Shortfall; (b) If the Shortfall of Impressions is greater than the Collar but less than or equal to *** percent (***%) of that year's Impressions Commitment, the Impressions Commitment for the subsequent year will be increased by ***% of that year's Impressions Commitment plus *** (***) times the amount of such Shortfall that exceeds ***% of that year's Impressions Commitment; and (c) If the Shortfall of Impressions exceeds *** percent (***%) of that year's Impressions Commitment (such amount exceeding ***% is referred to as the "Excess Shortfall"), MP shall submit the matter to the Management Committee pursuant to Section 6.1 hereof; and in the event the Management Committee fails to reach a resolution within thirty (30) days after such submission, MP may, at its option: (i) (a) receive ***, (ii) receive additional Impressions pursuant to Section 1.2.2(b) above without regard to the ***% cap in Section 1.2.2(b), (iii) receive additional Impressions equal to the Shortfall on any other AOL property identified by AOL on the AOL Network within *** (***) months from the date of the Shortfall, or a date otherwise agreed upon by the Parties, or (iv) elect to receive *** based on AOL's failure to deliver such Impressions, *** determined by the Management Committee pursuant to Section 6.1 ***. 1.2.3 MP hereby acknowledges that AOL cannot guarantee delivery of Impressions as requested by MP pursuant to Section 1.4 hereof. Any shortfall If AOL uses commercially reasonable efforts to provide Impressions, but nevertheless AOL fails to provide sufficient Impressions to meet the Impressions Commitment for any year due in whole or in part to MP's requirements identified by MP pursuant to Section 1.4 hereof (e.g., to target small markets or to concentrate Impressions over relatively short periods), then the provisions of Section 1.2.2 shall not apply to any part of the Shortfall that is related to such MP requirements; but in such event AOL will use commercially reasonable efforts to deliver such Shortfall of Impressions caused by such MP requirements over the remainder of the Term. The Parties hereby acknowledge that the minimum number of Impressions reflected in the carriage plan attached as Exhibit A hereto are annual minimum Impressions to be provided by AOL, and that such minimums may be changed with the mutual agreement of the Parties pursuant to the marketing planning process which is described in Section 1.4 hereof. 1.2.4 If, at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event Term, there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of from the end of the Initial Term Impressions Commitment (a "Final Shortfall"), AOL will provide MP, as MP's its sole remedy, AOL will either (i) continue with advertising placements comparable to provide MP with Integrated Promotions until such time as the Impressions that would have been provided in accordance with Exhibit A; provided that if such Final Shortfall exceeds *** percent (***%) of the Impressions Commitment, then AOL shall have a *** (***) month period in which comprise to deliver a number of Impressions equal to the amount of such Final Shortfall. In the event such number of Impressions is not delivered within such *** (***) month period, AOL shall refund MP for the Final Shortfall are not so delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, in an amount equal to the value product of (x) the number of Impressions of the Final Shortfall not delivered, and (determined by multiplying y) the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONRefund Rate.

IMPRESSIONS COMMITMENT. 1.2.1. During the Term, AOL shall deliver up to [* Impressions (***] Impressions ) to MP through the Promotions described on Exhibit A (the "Promotions Impressions Commitment"). With In the event there is (or * Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. will be in AOL's reasonable judgment) a shortfall in the Promotions Impressions CommitmentCommitment as of the end of the Initial Term (a "Final Promotions Shortfall"), AOL will provide MP, as MP's sole remedy, with one of the following three remedies: (a) continuation of Promotions until such time as the Final Promotions Shortfall has been delivered, (b) an advertising credit equal to the value of the Final Promotions Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for in Section 4.1 below) to be obligated used to provide in excess of any Impressions target amounts purchase (as specified subject to availability) inventory within the Levels described on Exhibit AA at the CPMs specified therein for each Level, or (c) a refund of a pro rata portion of the payments made pursuant to Section 4.1 equal to the value of the Final Promotions Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for in any yearSection 3.1 below). In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach Final Promotions Shortfall, AOL shall promptly provide MP with written notice of the Agreement by AOL; instead such shortfall will Final Promotions Shortfall and AOL shall determine, in its sole discretion, which of the remedies set forth in the foregoing sentence shall be added provided to MP. In the event that AOL selects remedy (a) or (b) set forth above, AOL shall deliver the Final Impression Shortfall to MP within six (6) months following the expiration of the Initial Term. At least * (*) Impressions shall be delivered to the main screen of the vehicles department of Classifieds Plus (the "Classifieds Plus Sponsorship Impressions target for Commitment") and at least * Impressions (*) shall be delivered to the subsequent yearmain screen of the Decision Guide Affiliated Site (the "DGAS Sponsorship Impressions Commitment"). 1.2.2. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions the Classifieds Plus Sponsorship Impression Commitment as of the end of the Initial Term (a "Classifieds Final Sponsorship Shortfall"), AOL will provide MP, as MP's sole remedy, with one of the following two remedies: (a) AOL will either (i) continue to provide MP with Integrated Promotions deliver Impressions on the main screen of the vehicle department of Classified Plus until such time as the Impressions which comprise the Classifieds Final Sponsorship Shortfall are delivered has been delivered, or (iib) provide AOL will pay MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal refund of * for each Impression to the value main screen of the Final Shortfall (determined by multiplying the percentage vehicle department of Impressions that were Classified Plus committed to but not delivered by the total guaranteed payment provided for below)delivered. In the event that at any point during the Termof a Classifieds Final Sponsorship Shortfall, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to promptly provide MP with all integrated Promotions written notice of the Classifieds Final Sponsorship Shortfall and AOL shall determine, in its sole discretion, which of the remedies set forth in the foregoing sentence shall be provided to MP. In the event there is (or will be in AOL's reasonable judgment) a shortfall in the DGAS Sponsorship Impression Commitment as provided on Exhibit A until of the expiration end of the Initial TermTerm (a "DGAS Final Sponsorship Shortfall"), AOL will provide MP, as MP's sole remedy, with one of the following three remedies: (a) AOL will continue to deliver Impressions on the Decision Guide Affiliated Site until such time as the DGAS Final Sponsorship Shortfall has been delivered, (b) AOL will give MP an advertising credit equal to * cents times the number of undelivered Impressions to be used to purchase (subject to availability) inventory within the Levels described on Section A of Exhibit A at the CPMs specified therein for each Level or (c) AOL will pay MP a refund of * cents for each Impression to the Decision Guide Affiliated Site committed to but not delivered. **In the event of a DGAS Final Sponsorship Shortfall, AOL shall promptly provide MP with written notice of the DGAS Final Sponsorship Shortfall and AOL shall determine, in its sole discretion, which of the remedies set forth in the foregoing sentence shall be provided to MP. * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCertain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] * ---------------------- Impressions to MP through the Promotions (the "Impressions Commitment"). With respect to the *** CONFIDENTIAL MATERIAL REDACTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY Impressions Commitmenttargets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide SmartAge, as MP's its sole remedy, with one of the following (at AOL's option): (a) an extension of the existing promotional obligations hereunder (i.e., promoting the Co-Branded Sites consistent with the terms hereof, e.g., as in Exhibit A hereto, subject to availability as determined by AOL in its discretion) (provided that SmartAge shall not be required to pay additional carriage fees to AOL for such an extension) until the Impressions Commitment has been satisfied, up to a maximum of six (6) months, at which time if the Impressions Commitment still has not been satisfied then AOL will either provide SmartAge, as its sole remedy, with a *** of a *** of the *** set forth in Section *** (inot including the *** described in Section ***, which for purposes of this section shall be *** at ***), to the extent that AOL has actually *** such *** from SmartAge and such *** remain *** at the time of *** (i.e., a *** of the *** has not been *** at the time of ***), or (b) continue to provide MP with Integrated Promotions Comparable Promotional Placements until such time as the Impressions which comprise Commitment has been satisfied. Except as otherwise set forth herein or otherwise mutually agreed, after the Final Shortfall are delivered Co-Branded Sites have been created and launched in accordance with this Agreement, AOL will use good faith efforts to distribute Impressions to *** and *** (excluding any *** or (ii***) provide MP with targeted advertising placements *** on a *** basis, over the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration course of the Initial Term. , provided that the Parties understand that such *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONmay be affected by such factors as *** and ***.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [*** * *] ---------------------- Impressions to MP the Co-Branded Site through the Promotions (the "Impressions Commitment"), except as otherwise set forth herein (e.g., Section 3.4 hereof with respect to the Integrated Impressions). With respect to the Impressions Commitmenttargets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added subject to the Impressions target for the subsequent yearmake-good commitment set forth below in this Section 1.2. In the event there is (or CONFIDENTIAL [* * *] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (including with respect to the Integrated Impressions) (a "Final Shortfall"), as MP's sole remedy, AOL will either provide Onvia, as its sole remedy (iother than the pro rata refund provided for later in this Section 1.2), with an extension of its existing promotional obligations hereunder (i.e. promoting the Co-Branded Site consistent with the terms hereof, e.g., Exhibit A hereto) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or Commitment has been satisfied, up to a maximum of six (ii6) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal months (and Onvia shall not be required to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided pay additional carriage fees for belowsuch an extension). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment still has not been satisfied at the end of such six month extension period, AOL will be deemed satisfied; providedprovide Onvia, howeveras its sole remedy, with a refund of a pro rata percentage of the total Fixed Payment Amount paid by Onvia pursuant to Section 3.1 hereof, to the extent that AOL shall continue has actually received such payments from Onvia and such payments remain unearned at the time of refund (i.e., a proportionate percentage of the Impressions Commitment has not been delivered at the time of termination). Except as otherwise set forth herein or otherwise mutually agreed, after the Co-Branded Site has been created and launched in accordance with this Agreement, AOL will use good faith efforts, on a quarterly basis, to provide MP with all integrated Promotions as provided on Exhibit A until distribute Impressions to standard, non-integrated, rotating buttons and banners (excluding any fixed or permanent placements) reasonably consistently over the expiration course of the Initial Term, provided that the Parties understand that such consistency may be affected by such factors as seasonality and special offers. In addition, with respect to all the Promotions hereunder (i.e., not only the standard, non-integrated, rotating buttons and banners discussed in the previous sentence), AOL will use good faith efforts to deliver approximately [* * *] of the Impressions Commitment during the first six months of the Term, approximately [* * ** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall in either of the first two percentage targets in the following six month period.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] Impressions to MP through the Promotions (the "Impressions Commitment"). With respect to the Impressions Commitment, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess delivers the impression commitment provided for hereunder prior to the Display Stop Date, AOL may, at its option, discontinue display of Impressions in Non-Permanent Advertisements at such earlier time; PROVIDED, HOWEVER, that AOL shall not discontinue any year, Permanent Advertisements prior to the annual Impressions target Display Stop Date set forth herein for the subsequent year will be reduced by the amount of such windfallPermanent Advertisements. Any shortfall guarantees are to impressions (as measured by AOL in Impressions at the end of a year will accordance with its standard methodologies and protocols), not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. "click-throughs." In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions impressions as of the end of the Initial Term a display period (a "Final Shortfall"), such Shortfall shall not be considered a breach of the Agreement by AOL: instead, AOL will, as MPAdvertiser's sole remedy, AOL will either (i) continue to provide MP Advertiser with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising "makegood" impressions through comparable advertisement placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of such Shortfall or (ii) extend the Final Advertiser's promotion in integrated areas until such time as the impressions Shortfall (determined by multiplying the percentage of Impressions has been delivered; PROVIDED, HOWEVER, that were not delivered by the total guaranteed payment provided for below). In in the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, AOL fails to deliver the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue Shortfall to provide MP with all integrated Promotions as provided on Exhibit A until Advertiser within six (6) months following the expiration of the NPA Initial TermTerm or the PA Initial Term (as the case may be, and each as defined below), Advertiser shall have the right to receive a refund equal to the portion of the Shortfall undelivered as of such date. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONTo the extent impressions commitments are identified without regard to specific placements, such placements will be as mutually agreed upon by AOL and Advertiser during the course of the display period. AOL reserves the right, upon consultation with Advertiser, to alter Advertiser flight dates to accommodate trafficking needs or other operational needs. In such cases, AOL will make available to Advertiser reasonably equivalent flights. For the avoidance of doubt, any contextual or editorial link to the Licensed Content (as defined below) that is not Advertiser branded (i.e., that do not contain an Advertiser Xxxx (as defined in Section 12 of Exhibit C)) shall not constitute an impression for purposes of this Agreement; PROVIDED, HOWEVER, that on any page EXECUTION VERSION containing (i) a Permanent Advertisement or Non-Permanent Advertisement and (ii) an Advertiser-branded contextual or editorial link, AOL shall be credited with no more than one (1) impression per user exposure to any such page.

IMPRESSIONS COMMITMENT. (a) During the Term, AOL shall deliver up to [***] the ---------------------- Promotions with the targeted number of Impressions to MP through the Promotions described on Exhibit A (the "Impressions Commitment"). With respect to the Impressions Commitmenttargets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of any annual Impressions target amounts in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide ICP, as MP's its sole remedy, AOL will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements through "run of service" advertising on the AOL Network which have a total value, based on AOL's then-current advertising rate cardcomparable rates to those included in this Agreement, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment attributable for such promotions provided for below). (b) On the second anniversary of the grant of the ICP stock under Section 4.2 below, AOL shall calculate the then-current value of such ICP stock as of the date of such second anniversary. In the event that the value of such ICP stock on such second anniversary has fallen below the value of the ICP stock at any point during the Termtime of the grant (as calculated under Section 4.2 below), Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Thresholdthen, notwithstanding anything else in this Agreement, the entire Impressions Commitment will shall be deemed satisfied; provided, however, that AOL shall continue reduced by a dollar amount equal to provide MP with all integrated Promotions as provided on Exhibit A until the expiration dollar amount of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONdecline in value of the ICP stock held by AOL on the second anniversary of the grant.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [*** * *] Impressions to MP the Co-Branded Site through the Promotions (the "Impressions Commitment"), except as otherwise set forth herein (e.g., Section 3.4 hereof with respect to the Integrated Impressions). With respect to the Impressions Commitmenttargets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added subject to the Impressions target for the subsequent yearmake-good commitment set forth below in this Section 1.2. In the event there is (or CONFIDENTIAL [* * *] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (including with respect to the Integrated Impressions) (a "Final Shortfall"), as MP's sole remedy, AOL will either provide Onvia, as its sole remedy (iother than the pro rata refund provided for later in this Section 1.2), with an extension of its existing promotional obligations hereunder (i.e. promoting the Co-Branded Site consistent with the terms hereof, e.g., Exhibit A hereto) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or Commitment has been satisfied, up to a maximum of six (ii6) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal months (and Onvia shall not be required to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided pay additional carriage fees for belowsuch an extension). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment still has not been satisfied at the end of such six month extension period, AOL will be deemed satisfied; providedprovide Onvia, howeveras its sole remedy, with a [* * *] of a [* * *] of the total [* * *] by [* * *] pursuant to Section [* * *] hereof, to the extent that AOL shall continue has actually [* * *] from Onvia and such [* * *] at the time of [* * *] (i.e., a [* * *] of the [* * *] has not been delivered at the time of termination). Except as otherwise set forth herein or otherwise mutually agreed, after the Co-Branded Site has been created and launched in accordance with this Agreement, AOL will use good faith efforts, on a [* * *] basis, to provide MP with all integrated Promotions as provided on Exhibit A until [* * *] to [* * *] and [* * *] (excluding any [* * *] or [* * *]) reasonably [* * *] over the expiration course of the Initial Term, provided that the Parties understand that such [* * *] may be affected by such factors as [* * *] and [* * *]. In addition, with respect to all the [* * *] hereunder (i.e., not only the [* * *] and [* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION* *] discussed in the previous sentence), AOL will use good faith efforts to deliver approximately [* * *] of the [* * *] during the [* * *] of the Term, approximately [* * *] of the [* * *] during the [* * *] of the Term, and [* * *] of the [* * *] during the [* * *]; provided that if AOL fails to achieve any such [* * *] despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a [* * *] in either of the first two [* * *] in the following [* * *].

IMPRESSIONS COMMITMENT. During the Initial Term, AOL shall deliver up to [** Impressions ( **] Impressions * ) to MP through the Promotions (the "Impressions Commitment"). With respect , of which a minimum of ** Impressions will be delivered to the Tier I Promotions, a minimum of ** Impressions Commitmentwill be delivered to the Tier II Promotions, AOL and a minimum of ** Impressions will not be obligated delivered to provide in excess of any Impressions target amounts (the Tier III Promotions, as specified such Tiers are described on Exhibit A) A. Notwithstanding the foregoing, in any year. In the event that AOL provides an excess of overdelivers Impressions in any yearto the Tier I Impressions, the annual excess Impressions target for may be counted toward the subsequent year will be reduced by Tier II and Tier III totals and in the amount of such windfall. Any shortfall in event that AOL overdelivers Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Tier II Promotions, such Impressions target for may count toward the subsequent yearTier III totals. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide MP, as MP's its sole remedy, AOL will with either (ia) continue to provide MP with Integrated a continuation of some or all of the Promotions until such time as the Impressions which comprise the Final Shortfall are delivered has been delivered, or (iib) provide MP with targeted advertising placements through Run Of Service advertising on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total total, guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration of the Initial Term. *------------------- ** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONThe material deleted has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Commission.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] * Impressions to MP 1-800-FLOWERS through the Promotions (the "Impressions Commitment"). With respect to the Impressions Commitment, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any yearthat, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of any Year, AOL does not reach the Annual Impressions Target for such Year as set forth on Exhibit A hereto (a year will "Shortfall"), (i) such Shortfall shall not be deemed a breach of the Agreement by AOL; , but instead such shortfall will shall be added to the Annual Impressions target Target for the subsequent yearYear and (ii) the Impressions Commitment shall be increased (subject to the AOL Setoff Right) by *** Impressions (the "Shortfall Penalty") for each Year in which any such Shortfall exists. With respect to the Annual Impressions Targets specified on Exhibit A, AOL shall not be obligated to provide Impressions in excess of any Annual Impressions Target in any Year. In the event AOL provides Impressions in excess of any Annual Impressions Target in any Year during the Initial Term (the "Excess Impressions"), AOL shall have the right to credit any such Excess Impressions (the "AOL Setoff Right") against any future Shortfall solely for purposes of determining the applicability of any Shortfall Penalty (e.g., AOL would have the right to credit *** of Excess Impressions in Year 1 against a Shortfall of *** in Year 3 such that AOL would not be required to pay any Shortfall Penalty due to such Year 3 Shortfall, and the remaining *** Excess Impressions would be available to credit against any Shortfall of up to *** Impressions in Year 4 solely for purposes of determining the applicability of any Shortfall Penalty in Year 4); PROVIDED, HOWEVER, that AOL will use commercially reasonable efforts to deliver the Impressions in accordance with the target amounts set forth on Exhibit A hereto. In the event that 1-800-FLOWERS requests that AOL reduce its promotional commitments hereunder in any Year of the Term, and as a result, AOL fails to satisfy the Annual Impressions Target in such Year, then AOL shall not be responsible for the delivery of such Shortfall, and the Impressions Commitment shall not be increased by the Shortfall Penalty. Within thirty (30) days following any Year of the Initial Term (other than the final Year thereof) in which there is a Shortfall in Impressions, the Parties shall meet to discuss the means by which AOL will attempt to rectify such Shortfall in the subsequent Year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall provide 1-800-FLOWERS (as MP1-800-FLOWERS's sole remedy), AOL will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed greater of (x) the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until *** month period immediately following the expiration of the Initial Term. Term or (y) the period in which it would require AOL to deliver the Final Shortfall to 1-800-FLOWERS at a rate not to exceed *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONper month (collectively, the "Make-Whole Period") and as 1-800-FLOWERS' sole remedy, with comparable promotional placements for the same number of Impressions (equal to the Final Shortfall) in the same Tiers on the applicable *** Confidential treatment has been requested for this portion pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. AOL Properties (as mutually agreed upon by the Parties); PROVIDED that AOL shall not deliver to 1-800-FLOWERS more than *** Impressions of any such Final Shortfall in any one (1) month of the Make-Whole Period, unless otherwise agreed upon by the Parties.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] Impressions to MP through the Promotions (the "Impressions Commitment"). With respect to the Impressions CommitmentCommitment specified above, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), as MP's sole remedyand provided that MP shall not have recouped the payments due pursuant to Section 4.1, AOL will either shall extend the Initial Term (ithe "Extension Period") continue [*] Except for the quarter immediately following the Effective Date, AOL shall use commercially reasonable efforts to deliver the Impressions provided for herein [*] of the AOL Exclusivity Period and the XXX.xxx Exclusivity Period, provided that with respect to the AOL Service Promotions, MP does not select an unusual or unreasonable combination of demographic variables (in relation to the demographic makeup of the overall AOL Service audience) which prevents AOL from materially complying with the foregoing. If at any time during the Term MP shall not be in compliance with the provisions of this Agreement, and as a result of such non-compliance AOL is unable to provide MP with Integrated Promotions until such time as the Impressions which comprise required hereunder during such period of non-compliance (the Final Shortfall are delivered or "Non-Compliance Period"), then, to the extent AOL is not at fault for such non-compliance, AOL shall have the right to reduce the Impressions Commitment, on a pro-rata basis, during the Non-Compliance Period (iie.g., if the Non-Compliance Period extends for a period of two (2) provide MP with targeted advertising placements on months, then AOL shall reduce the AOL Network which have a total value, based on AOL's then-current advertising rate card, Impressions Commitment by an amount equal to the value product of two (2) times the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfieddivided by thirty seven (37)); provided, however, that prior to the imposition of such reduction, AOL shall continue to notify MP of such non-compliance and provide MP with all integrated Promotions a reasonable period (not to exceed thirty (30) days) in which to remedy the non-compliance, with the reasonable assistance of AOL, as provided on Exhibit A until the expiration of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONappropriate.

IMPRESSIONS COMMITMENT. During the Initial Term, AOL shall deliver up to ---------------------- [***] Impressions to MP through the Promotions (the "Impressions Commitment"). AOL shall use commercially reasonable efforts to deliver the Impressions Commitment in accordance with the monthly targets specified in Exhibit A; provided, however, that in the event that AOL -------- ------- delivers, in any quarter, less than [*] percent (*%) of the relevant portion (i.e., the sum of the monthly targets for the respective quarter) of the Impressions Commitment to be delivered in such quarter pursuant to Exhibit A hereto (a "Quarter Shortfall"), then such Quarter Shortfall shall be added to the Impressions target for the subsequent quarter (the "Revised Impressions Target"); provided, -------- further, that in the event that AOL fails to meet the Revised ------- Impressions Target in the next subsequent quarter (a "Secondary Shortfall"), then the Impressions Commitment shall be increased by [*] times the amount of any such Secondary Shortfall. Any shortfall in Impressions at the end of any such quarter shall not be deemed a breach of the Agreement by AOL. With respect to the Impressions Commitmenttargets specified on Exhibit A hereto, AOL will shall not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of any annual Impressions target amounts in any year, the annual Impressions target for the subsequent year will shall be reduced by the amount of such windfall. Any shortfall * Confidential treatment has been requested with respect to certain information contained in Impressions at this document. Confidential portions have been omitted from the end of a year will not be deemed a breach of public filing and have been filed separately with the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), as MP's sole remedy, AOL will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONSecurities and Exchange Commission.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [***] at least the number of Impressions to MP through set forth in the Promotions Carriage Plan, from placement of HS Presences on the AOL Network, which Impressions shall be integrated Impressions as set forth on Exhibit A-1 (the "INTEGRATED PLACEMENT COMMITMENT") and media Impressions as set forth on Exhibit A-2 (the "MEDIA PLACEMENT Commitment"). With respect to , in each case on the Impressions line entitled Integrated Placement Commitment and Media Placement Commitment, respectively, (or on the line entitled "Grand Total" in the column entitled "Totals" on any replacement Carriage Plan agreed to in writing by the Parties, if so designated). AOL will shall not be obligated to provide more Impressions than provided for in excess the Carriage Plan. 1.2.1 In the event there is (or will be in AOL's reasonable judgment) a shortfall in the Integrated Placement Commitment as of any Impressions target amounts the end of the Term (a "TERM INTEGRATION SHORTFALL"), AOL shall provide HS, as specified on Exhibit Aits sole remedy, at AOL' s option with either (a) in any yearan extension of the Term of this Agreement until the Term Integration Shortfall is remedied, or (b) a refund calculated by multiplying the Term Integration Shortfall by [*], or (c) some combination thereof. In the event this Agreement is extended pursuant to this Section 1.2.1, AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will shall not be deemed a breach of required to deliver any media Impressions if AOL met or exceeded the Agreement by AOL; instead such shortfall will be added to Media Placement Commitment during the Impressions target for the subsequent yearTerm. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions the Media Placement Commitment as of the end of the Initial Term (a "Final ShortfallTERM MEDIA SHORTFALL"), AOL shall provide HS, as MP's its sole remedy, AOL will at AOL's option with either (ia) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a comparable overall total value, value calculated based on AOL's then-current advertising rate cardthe following makegood ratios: [*] for [*] Impressions; [*] for [*] Impressions; [*] for [*] Impressions; [*] for [*] Impressions; [*] for [*] Impressions; and [*] for [*] Impressions, equal so that a [*] Impression is assigned a value of [*] times as much as a [*] impression (for example, in the event there was a shortfall of 100 Impressions in [*] and AOL wished to makegood with [*] Impressions, then AOL would multiply the number of [*] Impressions (in this case 100 Impressions) by [*] to calculate [*] Impression equivalent (in this example, the equivalent would be [*] Impressions), or (b) a refund of the value of the Final Term Media Shortfall (determined calculated by multiplying the percentage of Impressions that were not delivered Term Media Shortfall by the total guaranteed payment provided for below)[*]) , or (c) some combination thereof. In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration of the Initial Term. --------------- [*** ] CERTAIN CONFIDENTIAL INFORMATION ON IN THIS PAGE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1.2.2 The Impressions listed on each line item on the Carriage Plan are for the purposes of calculating refund values pursuant to Sections 1.2.1 and 1.4.1 only and do not represent guarantees or commitments of Impressions to individual line items. Similarly, Impressions listed in Year 1 and Year 2 columns in any replacement Carriage Plan agreed to in writing by the Parties (or any draft plan exchanged by the parties at any time) do not represent annual guarantees or commitments. AOL shall have no obligation or responsibility with respect to Impression delivery except to deliver the number of Impressions specified on the lines entitled Integrated Placement Commitment and Media Placement Commitment (or on the line entitled "Grand Total" in the column entitled "Totals" on any replacement Carriage Plan agreed to in writing by the Parties, if so designated) on each of Exhibit A-1 and Exhibit A-2, or to remedy the failure to do so under Section 1.2 above. The foregoing notwithstanding, AOL shall not be entitled to satisfy its Integrated Placement Commitment by delivering more MapQuest Impressions than the [*] Impressions shown on the Carriage Plan unless otherwise mutually agreed by the Parties.

IMPRESSIONS COMMITMENT. During the Initial Term, AOL shall deliver up to [***] Impressions to MP through the Promotions (the "Impressions Commitment"). AOL shall use commercially reasonable efforts to deliver the Impressions Commitment in accordance with the monthly targets specified in Exhibit A; provided, however, that in the event that AOL delivers, in any quarter, less than [*] percent (*%) of the relevant portion (i.e., the sum of the monthly targets for the respective quarter) of the Impressions Commitment to be delivered in such quarter pursuant to Exhibit A hereto (a "Quarter Shortfall"), then such Quarter Shortfall shall be added to the Impressions target for the subsequent quarter (the "Revised Impressions Target"); provided, * Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. EXECUTION VERSION further, that in the event that AOL fails to meet the Revised Impressions Target in the next subsequent quarter (a "Secondary Shortfall"), then the Impressions Commitment shall be increased by [*] times the amount of any such Secondary Shortfall. Any shortfall in Impressions at the end of any such quarter shall not be deemed a breach of the Agreement by AOL. With respect to the Impressions Commitmenttargets specified on Exhibit A hereto, AOL will shall not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of any annual Impressions target amounts in any year, the annual Impressions target for the subsequent year will shall be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall provide MP, as MP's its sole remedy, AOL will either with one of the following (at AOL's sole discretion): (i) continue additional comparable promotions equal to provide MP with Integrated Promotions until such time as the Impressions which comprise amount of the Final Shortfall are delivered or Shortfall; (ii) provide MP with targeted advertising placements through Run of Service Advertising on the AOL Network Properties which have a total value, based on AOL's then-current advertising rate cardthe CPM rates specified in Exhibit A, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total total, guaranteed payment payments provided for belowin Section 3.1 of this Agreement). In ; or (iii) a refund equal to the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until the expiration value of the Initial Term. *** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONFinal Shortfall.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [*** * *] Impressions to MP the Co-Branded Site through the Promotions (the "Impressions Commitment"), except as otherwise set forth herein (e.g., Section 3.4 hereof with respect to the Integrated Impressions). With respect to the Impressions Commitmenttargets specified on Exhibit A, AOL will not be obligated to provide in excess of any Impressions target amounts (as specified on Exhibit A) in any year. In the event AOL provides an excess of Impressions in any year, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of a year will not be deemed a breach of the Agreement by AOL; instead such shortfall will be added subject to the Impressions target for the subsequent yearmake-good commitment set forth below in this Section 1.2. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (including with respect to the Integrated Impressions) (a "Final Shortfall"), as MP's sole remedy, AOL will either Execution Copy provide Onvia, as its sole remedy (iother than the pro rata refund provided for later in this Section 1.2), with an extension of its existing promotional obligations hereunder (i.e. promoting the Co- Branded Site consistent with the terms hereof, e.g., Exhibit A hereto) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or Commitment has been satisfied, up to a maximum of six (ii6) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal months (and Onvia shall not be required to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided pay additional carriage fees for belowsuch an extension). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed the Aggregate Revenue Threshold, the entire Impressions Commitment still has not been satisfied at the end of such six month extension period, AOL will be deemed satisfied; providedprovide Onvia, howeveras its sole remedy, with a refund of a pro rata percentage of the total Fixed Payment Amount paid by Onvia pursuant to Section 3.1 hereof, to the extent that AOL shall continue has actually received such payments from Onvia and such payments remain unearned at the time of refund (i.e., a proportionate percentage of the Impressions Commitment has not been delivered at the time of termination). Except as otherwise set forth herein or otherwise mutually agreed, after the Co-Branded Site has been created and launched in accordance with this Agreement, AOL will use good faith efforts, on a quarterly basis, to provide MP with all integrated Promotions as provided on Exhibit A until distribute Impressions to standard, non-integrated, rotating buttons and banners (excluding any fixed or permanent placements) reasonably consistently over the expiration course of the Initial Term, provided that the Parties understand that such consistency may be affected by such factors as seasonality and special offers. In addition, with respect to all the Promotions hereunder (i.e., not only the standard, non-integrated, rotating buttons and banners discussed in the previous sentence), AOL will use good faith efforts to deliver approximately [* * *] of the Impressions Commitment during the first six months of the Term, approximately [* * ** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the Impressions Commitment during the first full year of the Term, and one hundred percent (100%) of the Impressions Commitment during the entire Term; provided that if AOL fails to achieve any such percentage target despite good faith efforts to do so, such failure shall not constitute a breach hereof, but AOL shall use commercially reasonable efforts to make up a shortfall in either of the first two percentage targets in the following six month period.

IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver up to [****] Impressions set forth in the respective Carriage Plans to MP 1-800-FLOWERS through the Promotions (the "Impressions Commitment"); which Impressions shall be commensurate with the [****] goals set forth in Section 1.1. With respect to the Impressions Commitment, The Parties expressly acknowledge and agree that AOL has not made and will not be obligated make any guarantees regarding click-throughs or the ability to provide in excess of reach or exceed any Impressions target amounts (as specified on Exhibit A) in any yearTransaction Revenue goals or thresholds. In the event AOL provides an excess of Impressions in any yearthat, the annual Impressions target for the subsequent year will be reduced by the amount of such windfall. Any shortfall in Impressions at the end of any Year, AOL does not reach the Annual Impressions Target for such Year as set forth on Exhibit A hereto (a year will "Shortfall"), (i) such Shortfall shall not be deemed a breach of the Agreement by AOL; , but instead such shortfall will shall be added to the Annual Impressions target Target for the subsequent yearYear and (ii) the Impressions Commitment shall be increased (subject to the AOL Setoff Right) by [****] Impressions (the "Shortfall Penalty") for each Year in which any such Shortfall exists. With respect to the Annual Impressions Targets specified on Exhibit A, AOL shall not be obligated to provide Impressions in excess of any Annual Impressions Target in any Year. In the event AOL provides Impressions in excess of any Annual Impressions Target in any Year during the Initial Term (the "Excess Impressions"), AOL shall have the right to credit any such Excess Impressions (the "AOL Setoff Right") against any future Shortfall solely for purposes of determining the applicability of any Shortfall Penalty (e.g., AOL would have the right to credit [****] of Excess Impressions in Year 1 against a Shortfall of [****] in Year 3 such that AOL would not be required to pay any Shortfall Penalty due to such Year 3 Shortfall, and the remaining [****] Excess Impressions would be available to credit against any Shortfall of up to [****] Impressions in Year 4 solely for purposes of determining the applicability of any Shortfall Penalty in Year 4); PROVIDED, HOWEVER, that AOL will use commercially reasonable efforts to deliver the Impressions in accordance with the target amounts set forth on Exhibit A hereto. **** Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. In the event that 1-800-FLOWERS requests that AOL reduce its promotional commitments hereunder in any Year of the Term, and as a result, AOL fails to satisfy the Annual Impressions Target in such Year, then AOL shall not be responsible for the delivery of such Shortfall, and the Impressions Commitment shall not be increased by the Shortfall Penalty. Within thirty (30) days following any Year of the Initial Term (other than the final Year thereof) in which there is a Shortfall in Impressions, the Parties shall meet to discuss the means by which AOL will attempt to rectify such Shortfall in the subsequent Year. In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL shall provide 1-800-FLOWERS (as MP1-800-FLOWERS's sole remedy), AOL will either (i) continue to provide MP with Integrated Promotions until such time as the Impressions which comprise the Final Shortfall are delivered or (ii) provide MP with targeted advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total guaranteed payment provided for below). In the event that at any point during the Term, Site Revenues generated by MP hereunder shall exceed greater of (x) the Aggregate Revenue Threshold, the entire Impressions Commitment will be deemed satisfied; provided, however, that AOL shall continue to provide MP with all integrated Promotions as provided on Exhibit A until [****]month period immediately following the expiration of the Initial Term. Term or (y) the period in which it would require AOL to deliver the Final Shortfall to 1-800-FLOWERS at a rate not to exceed [*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION**] per month (collectively, the "Make-Whole Period") and as 1-800-FLOWERS' sole remedy, with comparable promotional placements for the same number of Impressions (equal to the Final Shortfall) in the same Tiers on the applicable AOL Properties (as mutually agreed upon by the Parties); PROVIDED that AOL shall not deliver to 1-800-FLOWERS more than [****] Impressions of any such Final Shortfall in any one (1) month of the Make-Whole Period, unless otherwise agreed upon by the Parties.