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Exhibit 10.1

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 25th day of September 2001 by and among United Online, Inc., a Delaware corporation (the "Company"), the investors listed on Schedule A hereto (each, an "Investor"), Xxxx Xxxxxxxx, an officer of the Company (the "Officer") and the holders listed on Schedule B hereto (each, a "DE Shaw Entity"). This Agreement shall become effective upon the Closing of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of June 7, 2001 (the "Merger Agreement") by and among the Company, NetZero, Inc. ("NetZero"), Juno Online Services, Inc. ("Juno") and certain other parties thereto;

WHEREAS, NetZero previously entered into an Amended and Restated Investors' Rights Agreement dated as of May 10, 1999 (the "NetZero Prior Agreement") by and among NetZero, the Investors, the Officer and certain other parties thereto;

WHEREAS, NetZero previously entered into a Common Stock Purchase Agreement, dated April 20, 2000, by and between Xxxxxxxx Xxxxxxxxxxxx ("Qualcomm") and NetZero (the "Qualcomm Purchase Agreement") and an Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated April 21, 2000, by and among NetZero, the Investors (other than GM), the Officer, Qualcomm and certain other parties thereto (the "Qualcomm Amendment" and together with the Qualcomm Purchase Agreement, the "Qualcomm Agreements");

WHEREAS, NetZero previously entered into a Warrant Purchase Agreement, dated as of May 9, 2001 between General Motors Corporation ("GM") and NetZero (the "GM Agreement"), pursuant to which NetZero issued to GM a warrant (the "Warrant") to acquire shares of the common stock of NetZero;

WHEREAS, Juno previously entered into an Amended and Restated Registration Rights Agreement, dated as of March 1, 1999, by and among Juno, the XX Xxxx Entities and certain other parties thereto (the "Juno Prior Agreement"); and

WHEREAS, in connection with the transactions contemplated in the Merger Agreement, the Company desires to grant each of the parties hereto the registration rights granted herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

1. Certain Definitions. As used herein, the following terms shall have the following respective meanings:

"Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

"Common Stock" shall mean the common stock, $.0001 par value per share, of the Company, as constituted as of the date of this Agreement.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Holders" shall mean the holders of the Restricted Stock.

"GM Disposition Schedule" shall mean the following schedule which shall restrict GM's right to sell, transfer, pledge or otherwise dispose of shares prior to the permissible disposition date but

shall not in any way restrict GM's right to include any or all of such shares in a registration under the Securities Act pursuant to the terms of this Agreement:

% of Total Shares		Permissible Disposition Date
25%		Immediate
Additional 25%		After December 28, 2001
Additional 25%		After December 28, 2002
Final 25%		After December 28, 2003

"Public Sale" shall mean any sale of Common Stock to the public pursuant to an offering registered under the Securities Act or to the public pursuant to the provisions of Rule 144 (or any successor or similar rule) adopted under the Securities Act.

"Registration Expenses" shall mean the expenses so described in Section 9 hereof.

"Restricted Stock" shall mean, (i) in the case of the Investors (other than Qualcomm or GM) and the Officer any shares of common stock of NetZero held by such Holders which were granted registration rights pursuant to the NetZero Prior Agreement, (ii) in the case of Qualcomm, any shares of common stock of NetZero held by Qualcomm pursuant to the Qualcomm Agreements, (iii) in the case of GM, any shares of common stock of NetZero issued or issuable upon the exercise of the Warrant pursuant to the GM Agreement or, alternatively, any shares of the common stock of the Company issued or issuable upon exercise of any warrant to be issued to GM by the Company in lieu of the Warrant, in each case, subject to the GM Disposition Schedule; and (iv) in the case of the XX Xxxx Entities, any shares of common stock of Juno held by such Holders which were granted registration rights pursuant to the Juno Prior Agreement; in each case, after the closing of the Merger, references to shares of common stock of either NetZero and Juno shall mean the shares of common stock of the Company exchanged therefore pursuant to the Merger Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

"Selling Expenses" shall mean the expenses so described in Section 9 hereof.

2. Prior Agreements; Waiver and Consent.

(a) Each of the Investors (other than Qualcomm or GM) and the Officer hereby acknowledges and agrees that the NetZero Prior Agreement is hereby superseded and replaced in its entirety by this Agreement.

(b) Qualcomm hereby acknowledges and agrees that the Qualcomm Amendment and Sections 6.3, 6.4, 6.5, 6.6 and 6.7 of the Qualcomm Purchase Agreement are hereby superseded and replaced in their entirety by this Agreement.

(c) GM hereby acknowledges and agrees that the obligation of NetZero to include GM as a party to the NetZero Prior Agreement pursuant to Section 4.2 of the GM Agreement is hereby fully performed by the inclusion of GM as a party to this Agreement.

(d) The XX Xxxx Entities hereby acknowledge and agree that the Juno Prior Agreement is hereby superseded and replaced in its entirety by this Agreement.

3. Restrictive Legend. If applicable, the certificate representing the Restricted Stock, and, other than in a Public Sale or as otherwise provided in Section 4 hereof, the certificate issued upon exchange or

transfer of any Restricted Stock shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

4. Notice of Proposed Transfer. Prior to any proposed transfer of any Restricted Stock (other than under the circumstances described in Sections 5, 6 or 7 hereof), the Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the effect that the proposed transfer of such Restricted Stock may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Stock shall be entitled to transfer such Restricted Stock in accordance with the terms of its notice; provided, however, that in the case of any Holder of Restricted Stock that is a partnership or limited liability company, no such opinion or other documentation shall be required if such notice shall cover a pro-rata distribution by such partnership or limited liability company to its partners or members; provided, further, that no such opinion or other documentation shall be required if such notice shall describe the transfer from a Holder of Restricted Stock to a shareholder, affiliate, spouse or lineal descendant of such person, so long as, any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement and be deemed a Holder for purposes of this Agreement. Each certificate representing the Restricted Stock transferred as above provided shall bear the legend set forth in Section 3, unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities without registration under the Securities Act.

The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder of Restricted Stock is able to demonstrate to the reasonable satisfaction of the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act (or subsequent similar rule) are available to such Holder without limitation, such Holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 3. Notwithstanding anything to the contrary herein, Qualcomm shall not be subject to the legend requirements set forth in Section 3 or the foregoing restrictions on transferability set forth in this Section 4.

5. Required Registration.

(a) At any time, the Holders (other than the Officer or Qualcomm, neither of whom shall have rights to request registration under this Section 5(a)) of at least 10% of the Restricted Stock may request the Company to register under the Securities Act shares of such stock held by such requesting Holder or Holders for sale in the manner specified in such notice, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, that the value of such securities to be registered is at least $5,000,000. The Company shall be obligated to register Restricted Stock pursuant to this Section 5(a) on three occasions only.

(b) Promptly following receipt of any notice under Section 5(a), the Company shall immediately notify any Holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting Holders, the number of shares of Restricted Stock specified in such notice (and the number of shares of Restricted Stock in any notices received from other Holders within 10 days after their receipt of such notice from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, such designation subject to the approval of the holders of a majority of the shares of Restricted Stock requested to be included in such registration pursuant to this Section 5, such approval not to be unreasonably withheld, and (ii) as and to the extent that, in the opinion of the managing underwriter, the Restricted Stock so requested to be registered would adversely affect the marketing of such Restricted Stock, the number of shares of Restricted Stock included in such registration may be reduced (pro rata among the requesting Holders, based upon the number of shares so requested to be registered). In the event that the number of shares of Restricted Stock included in such registration shall be reduced for the requesting Holders of Restricted Stock by an amount equal to or greater than 37.5% of the aggregate number of shares of Restricted Stock requested to be registered by such Holders of Restricted Stock, then such request to register Restricted Stock shall not be counted as one of the permitted requests for registration pursuant to Section 5(a) above.

(c) Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 5 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received under paragraph (a) above, as reduced (if at all) pursuant to the provisions of paragraph (b) above, for sale in accordance with the method of disposition specified by the requesting Holder, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto.

(d) The Company shall be entitled to include in any registration statement referred to in this Section 5, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that a reduction of shares of Restricted Stock being registered is necessary pursuant to the provisions of paragraph (b) above, the number of shares of Common Stock to be sold by the Company for its own account will be reduced before the number of shares of Restricted Stock to be sold by any Holders of such Restricted Stock are reduced. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other Holders, from the date of receipt of a notice from requesting Holders pursuant to this Section 5 until the completion of the period of distribution of the registration contemplated thereby.

6. Form S-3 Registration.

(a) If the Company shall receive from any Holder or Holders (other than the Officer or Qualcomm, neither of whom shall have rights to request registration under this Section 6(a)), a written request or requests that the Company effect a registration on Form S-3 (or any successor Form to Form S-3 regardless of its designation), the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Restricted Stock from whom notice has not been received; and (ii) as soon as practicable, effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Restricted Stock as are specified in such

request, together with all or such portion of the Restricted Stock of any Holder or Holders thereof joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 6(a) if (A) the Company is not entitled to use Form S-3 (or any subsequent similar form) or (B) the aggregate amount of the Restricted Stock requested to be registered pursuant to this Section by the Holders (other than the Officer or Qualcomm) is less than $1,000,000, and provided, further, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Holders of the Restricted Stock.

(b) Registrations effected pursuant to this Section 6 shall not be counted as requests for registration effected pursuant to Section 5.

7. Incidental Registration. If the Company proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security Holders or both (except with respect to registration statements on Form S-4 or S-8 or another Form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all Holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such Holder, given within 10 days after receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Restricted Stock so registered, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. In the event that any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Holder pursuant to this Section 7 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the number of shares so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other than a Holder of Restricted Stock and provided, further, that no reduction in the number of shares of Restricted Stock requested to be included in such registration shall limit the number of shares of Restricted Stock being offered pursuant to such registration to less than thirty percent (30%) of the aggregate number of shares offered under the registration.

8. Registration Procedures and Expenses. If and whenever the Company is required by the provisions of Sections 5, 6 or 7 hereof to effect the registration of any of the Restricted Stock under the Securities Act, the Company will, as expeditiously as possible:

(a) prepare (and afford counsel for the selling Holders reasonable opportunity to review and comment thereon) and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 5 hereof, shall be on Form S-1 or other Form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect

to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);

(b) prepare (and afford counsel for the selling Holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period of the distribution contemplated thereby and as shall comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period;

(c) furnish to each seller and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement;

(d) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, however, that in no event shall the Company be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for Sections 5, 6 or 7, (ii) file any general consent to service of process in any jurisdiction where it is not as of the date hereof so subject or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(e) immediately notify each seller under such registration statement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) use its best efforts (if the offering is underwritten) to furnish, at the request of any seller, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion, in customary form, dated as of such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements contained therein or any information provided by the underwriters or the sellers) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by such seller or its counsel (including a so-called 10b-5 opinion), and (ii) a letter, dated as of such date, from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as of the period ending no more than five business days prior to the date of

such letter) with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and

(g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply, subject to any confidentiality agreement reasonably required by the Company, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and permit such seller, attorney, accountant or agent to participate in the preparation of such registration statement.

For purposes of paragraphs (a) above and of Section 5(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling Holders of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws.

In connection with each registration pursuant to Sections 5, 6 or 7 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature (including, without limitation, customary provisions providing for indemnification of the selling security-holders by the underwriters), provided that (i) such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof, (ii) the time and place of the closing under said agreement shall be as mutually agreed upon among the Company, such managing underwriter and the holders of a majority of the shares of Restricted Stock requested to be included in such registration and (iii) the selling Holders of shares of Restricted Stock included in such registration shall be obligated to agree, pursuant to the terms of such underwriting agreement, not to sell, pledge or otherwise transfer the remaining shares of Common Stock held by such Holders for the lock-up period specified in such underwriting agreement; provided, however, that such period shall not exceed the lesser of (i) 180 days or (ii) the number of days which officers and directors of the Company are contractually restricted from selling stock in the Company.

Notwithstanding anything to the contrary herein, if the Company shall furnish to Holders requesting a registration statement pursuant to Sections 5 or 6, a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12)-month period.

9. Expenses. All expenses incurred by the Company in complying with Sections 5, 6 or 7 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National Association of Securities Dealers, Inc. or any successor thereto, transfer taxes, fees of transfer agents and registrars,

costs of insurance and fees and expenses of one counsel reasonably acceptable to the Company for all sellers of Restricted Stock, but excluding any Selling Expenses, are herein called "Registration Expenses." All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called "Selling Expenses."

The Company will pay all Registration Expenses in connection with each registration statement filed pursuant to Sections 5, 6 or 7 hereof. All Selling Expenses in connection with any registration statement filed pursuant to Sections 5, 6 or 7 hereof shall be borne by the participating selling Holders in proportion to the number of shares sold by each, or by such persons other than the Company (except to the extent the Company shall be a seller) as they may agree.

10. Indemnification and Contribution. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 5, 6 or 7 hereof, to the extent permitted by law, the Company will indemnify and hold harmless each seller of such Restricted Stock thereunder and each underwriter of Restricted Stock thereunder and each officer, director and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 5, 6 or 7, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such seller, such underwriter or such controlling person in writing specifically identified for use in such registration statement or prospectus and, provided, further, that the indemnity agreement provided in this Section 10 with respect to any preliminary prospectus shall not inure to the benefit of any underwriter of Restricted Stock from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased such shares, if a copy of the final prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act and the rules and regulations promulgated thereunder, unless such failure is the result of noncompliance by the Company with its obligations in connection with such underwriting.

In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 5, 6 or 7 hereof, to the extent permitted by law, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company and each officer, director and each other person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter of Restricted Stock and each person who controls any such underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 5, 6 or 7 hereof, any preliminary prospectus or

final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically identified for use in such registration statement or prospectus; provided, further, however, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement.

Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 10. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (on advice of counsel) that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel with the consent of the indemnifying party (which consent shall not be unreasonably withheld) and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred.

Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that, except as noted above with respect to conflicts, the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified parties hereunder. The indemnifying party shall not be liable for any settlement of any proceeding for which indemnification is provided for hereunder effected without its prior written consent, but if settled with such consent or if there be a final judgment in any such proceeding for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

If the indemnification provided for in the first two paragraphs of this Section 10 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the sellers of such Restricted Stock, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions as well as any other relevant equitable considerations, including without limitation the failure to give any notice under the third paragraph of this Section 10. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company, on the one hand, or the sellers of such Restricted Stock, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the sellers of Restricted Stock agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation (even if all of the sellers of such Restricted Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, the sellers of Restricted Stock shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Common Stock sold by each of them was offered to the public exceeds the amount of any damages which they would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation.

The indemnification of underwriters provided for in this Section 10 shall be on such other terms and conditions as are at the time customary and reasonably required by such underwriters. In the event that such indemnification of underwriters is on such other terms and conditions, the indemnification of the sellers of Restricted Stock in such underwriting shall, at the request of the holders of a majority of the Restricted Stock requested to be included in such registration, be modified to conform to such terms and conditions.

11. Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed and shall apply to any securities received in any such transaction.

12. Representations and Warranties of the Company. The Company represents and warrants to each of the parties hereto as follows:

(a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-Laws of the Company, or any provision of any indenture, agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

(b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject as to enforcement of remedies to (i) applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally, (ii) a limitation by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) the extent the indemnification provisions contained herein may be limited by applicable federal or state securities laws.

13. Rule 144 Reporting. The Company agrees with the parties hereto as follows:

(a) The Company shall make and keep public information available, as those terms are understood and defined in Rule 144 (and subsequent similar rules) under the Securities Act, at all times from and after the date the Company becomes subject to the periodic reporting requirements of the Exchange Act.

(b) The Company shall use its best efforts to file with the Commission, prior to the filing deadline for such reports and other documents, all reports and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after the Company has become subject to such reporting requirements of the Exchange Act.

(c) The Company shall furnish to such Holder of Restricted Stock forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after the date it first becomes subject to the reporting requirements of the Exchange Act), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed as a Holder may reasonably request to avail itself of any rule or regulation of the Commission allowing a Holder of Restricted Stock to sell any such securities without registration.

14. Mergers, Etc. The Company shall not, directly or indirectly, enter into any merger, consolidation or reorganization in which the Company shall not be the surviving corporation unless the proposed surviving corporation shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Restricted Stock" shall be deemed to be references to the securities which the Holders would be entitled to receive in exchange for Restricted Stock under any such merger, consolidation or reorganization; provided, however, that the provisions of this Agreement shall not apply to any Holder of Restricted Stock, in the event of any merger, consolidation or reorganization in which the Company is not the surviving corporation if such stockholder is entitled to receive in exchange therefor (i) cash or (ii) securities all of which may be immediately sold to the public without registration under the Securities Act.

15. Miscellaneous.

(a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto, including, without limitation, the rights to indemnification under Section 10 hereof, shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, the registration rights conferred herein on the Holders of Restricted Stock shall inure to the benefit of any and all subsequent transferees of such stock who individually acquire not less than 50,000 shares of such stock (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares or the like after the date hereof).

(b) Notwithstanding any provision to the contrary contained herein, the rights relating to registration of Restricted Stock set forth herein shall terminate with respect to any Holder of Restricted Stock at the date which is the latest of (i) when such Holder, together with its affiliates, owns less than

5% of the Company's outstanding Common Stock, (ii) when such Holder would be entitled to sell within a single three-month period all of the Restricted Stock then held by such Holder, under the provisions of Rule 144 (or subsequent similar rule) under the Securities Act, and (iii) March 1, 2004.

(c) All notices, requests, consents and other communications hereunder shall be in writing and shall be sent by telecopier or overnight courier, addressed as follows:

if to United Online to:

United Online, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000

With a copy (which shall not constitute notice) to:

Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000

if to any of the undersigned, to the addresses set forth opposite such undersigned in Schedule C.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles thereof governing conflict of laws.

(e) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in a writing executed by the Company, and the Holders of a majority of the outstanding shares of Restricted Stock.

(f) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties herein heave executed this Agreement as of the date set forth in the first paragraph hereof.

UNITED ONLINE, INC.
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
	Title:	Chairman, Chief Executive Officer and President
XXXX X. XXXXXXXX
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
XXXXXXXX XXXXXXXXXXXX
By:	/s/ XXXXXXX X. XXXXXXXX
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Chief Financial Officer, Chief Accounting Officer and Executive Vice President
GENERAL MOTORS CORPORATION
By:	/s/ XXXX X. XXXXX
	Name:	Xxxx X. Xxxxx
	Title:	Group Vice President
CLEARSTONE VENTURE PARTNERS, I-A, L.P.
By:	its General Partner, Clearstone Venture Management I, LLC.
By:	/s/ XXXXXXX X. XXXXX
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director

CLEARSTONE VENTURE PARTNERS, I-B, L.P.
By:	its General Partner, Clearstone Venture Management I, LLC.
By:	/s/ XXXXXXX X. XXXXX
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director
XXXXXX XXXXXX JURVETSON FUND V, L.P.
By:	/s/ XXXXXXXX XXXXXXX
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Managing Director
XXXXXX XXXXXX JURVETSON PARTNERS V, LLC
By:	/s/ XXXXXXXX XXXXXXX
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Managing Director
XXXX FAMILY TRUST V
By:	/s/ XXXXX X. XXXX
	Name:	Xxxxx X. Xxxx
	Title:	Trustee
X.X. XXXX & CO. L.P.
By:	X.X. Xxxx & Co., Inc., its general partner
By:	/s/ XXXXX X. XXXX
	Name:	Xxxxx X. Xxxx
	Title:	President
X. X. XXXX & CO., INC.
By:	/s/ XXXXX X. XXXX
	Name:	Xxxxx X. Xxxx
	Title:	President
Trust No. 51672-0 u/a dated 5/11/00 with Xxxx Family Trust IV
By:	Wilmington Trust Company, as Trustee
By:	/s/ XXXXX X. XXXXX
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

Trust No. 51673-0 u/a dated 5/11/00 with X. X. Xxxx & Co., L.P.
By:	Wilmington Trust Company, as Trustee
By:	/s/ XXXXX X. XXXXX
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President
Trust No. 51674-0 u/a dated 5/11/00 with Xxxxx X. Xxxx
By:	Wilmington Trust Company, as Trustee
By:	/s/ XXXXX X. XXXXX
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President
Trust No. 51676-0 u/a dated 5/11/00 with X. X. Xxxx & Co., Inc.
By:	Wilmington Trust Company, as Trustee
By:	/s/ XXXXX X. XXXXX
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

SCHEDULE A

Xxxxxxxx Xxxxxxxxxxxx
General Motors Corporation
Clearstone Venture Partners, I-A, L.P.
Clearstone Venture Partners, I-B, X.X.
Xxxxxx Xxxxxx Jurvetson Fund V, X.X.
Xxxxxx Xxxxxx Jurvetson Partners V, LLC

SCHEDULE B

X. X. Xxxx & Co., Inc.
X. X. Xxxx & Co., X.X.
Xxxx Family Trust V
Trust No. 51674-0 U/A for the benefit of Xxxxx X. Xxxx
Trust No. 51676-0 U/A for the benefit of X. X. Xxxx & Co., Inc.
Trust No. 51673-0 U/A for the benefit of X. X. Xxxx & Co., L.P.
Trust No. 51672-0 U/A for the benefit of Xxxx Family Trust IV

SCHEDULE C

All notices to any of the undersigned should be addressed as applicable as set forth below:

Xxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: General Counsel
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000

XxxxXxxx Xxxxxxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000

General Motors Corporation
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

With a copy to:

General Motors Legal Staff
0000 Xxxx Xxxxx Xxxxxxxxx
Mail Code 000-000-000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Clearstone Venture Partners, I-A, L.P.
Clearstone Venture Partners, I-B, L.P.
0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000

Xxxxxx Xxxxxx Jurvetson Fund V., X.X.
Xxxxxx Xxxxxx Jurvetson Partners V, LLC
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000

Xxxxx X. Xxxx
000 Xxxx 00 Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Wilmington Trust Company, Trustee
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

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