Classmates Media CORP Sample Contracts

Underwriting Agreement
Underwriting Agreement • November 23rd, 2007 • Classmates Media CORP • Services-business services, nec • New York

Goldman, Sachs & Co. J.P. Morgan Securities Inc. Deutsche Bank Securities Inc. As representatives of the several Underwriters named in Schedule I hereto,

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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."

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CLASSMATES MEDIA CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • December 10th, 2007 • Classmates Media CORP • Services-business services, nec • Delaware
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2007 • Classmates Media CORP • Services-business services, nec • California

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective as of the 13th day of August 2007, by and between United Online, Inc., a Delaware corporation (“United Online”), with principal corporate offices at 21301 Burbank Boulevard, Woodland Hills, California 91367, and Frederic A. Randall, Jr. (“Employee”).

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CLASSMATES MEDIA CORPORATION RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
Restricted Stock Unit Issuance Agreement • December 10th, 2007 • Classmates Media CORP • Services-business services, nec • California
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CLASSMATES MEDIA CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, Rights Agent Rights Agreement Dated as of , 2007
Rights 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”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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TAX SHARING AGREEMENT by and among UNITED ONLINE, INC. AND ITS AFFILIATES, and CLASSMATES MEDIA CORPORATION AND ITS AFFILIATES, Dated
Tax 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).

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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ADVERTISING SALES REPRESENTATION AGREEMENT dated as of , 2007 between UNITED ONLINE ADVERTISING NETWORK, INC. and CLASSMATES ONLINE, INC.
Advertising Sales 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.

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EMPLOYEE MATTERS AGREEMENT
Employee 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.

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ADMINISTRATIVE SERVICES AGREEMENT dated as of , 2007 between UNITED ONLINE, INC. and CLASSMATES MEDIA CORPORATION
Administrative 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.

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TECHNOLOGY SERVICES AGREEMENT
Technology 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.

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MASTER TRANSACTION AGREEMENT dated as of , 2007 between UNITED ONLINE, INC. and CLASSMATES MEDIA CORPORATION
Master 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.

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