INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (this "Agreement") is entered into as of , 2005 by and between FTD Group, Inc., a Delaware corporation, for itself and on behalf of its subsidiaries (including, without limitation, FTD, Inc. and Florists' Transworld Delivery, Inc,; collectively and individually, as applicable, the "Company") and the undersigned, a director or officer of the Company ("Indemnitee").
TERMINATION AGREEMENTTermination Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Termination Agreement (this "Termination Agreement") is entered into as of February , 2005 by and among FTD, Inc., a Delaware corporation (the "Company"), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company ("FTDG"), FTD.COM Inc., a Delaware corporation ("FTDC"), Florists' Transworld Delivery, Inc., a Michigan corporation ("FTDI"), FTD International Corporation, a Delaware corporation ("FTDT"), Value Network Service, Inc., a Delaware corporation ("VNS"), FTD Holdings Incorporated, a Delaware corporation ("FTDH"), Renaissance Greeting Cards, Inc., a Maine corporation ("RGC"), Flowers USA, Inc., a Connecticut corporation ("USA" and, together with the Company, FTDC, FTDI, FTDT, VNS, FTDH and RGC, the "FTD Entities"), and Leonard Green & Partners, L.P. (the "Advisor"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below)
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec
Amendment No. 1 to Amended and Restated Stockholders Agreement (this "Amendment No. 1"), dated as of February , 2005, is entered into by and among FTD Group, Inc., a Delaware corporation (formerly known as Mercury Man Holdings Corporation) (the "Company"), Green Equity Investors IV, L.P., a Delaware limited partnership ("GEI"), FTD Co-Investment LLC, a Delaware limited liability company ("LLC"), Jon Burney, Larry Johnson, George Kanganis, William Van Cleave, Daniel Smith, Michael Soenen, Carrie Wolfe, Marcia Chapman and Jandy Tomy (each such individual collectively, the "Employee Holders"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec • New York
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of February , 2005, entered into by and among the Guarantor(s) listed on the signature page attached hereto (each a "Guaranteeing Subsidiary"), each a subsidiary of FTD, Inc., a Delaware corporation (the "Company"), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company (the "Parent"), the Company and U.S. National Bank Association, as trustee under the Indenture referred to below (the "Trustee").
Form of Underwriting Agreement] FTD Group, Inc. Common Stock, par value $.01 per shareUnderwriting Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec • New York
Goldman, Sachs & Co., Citigroup Global Markets Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 2121 Avenue of the Stars, Suite 2600 Los Angeles, California 90067
