0001047469-13-007313 Sample Contracts

FORM OF] EMPLOYEE MATTERS AGREEMENT by and between UNITED ONLINE, INC. and FTD COMPANIES, INC. dated as of
Employee Matters Agreement • July 1st, 2013 • FTD Companies, Inc. • Retail-nonstore retailers • Delaware
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FORM OF] TAX SHARING AGREEMENT by and between UNITED ONLINE, INC. and FTD COMPANIES, INC. dated as of
Sharing Agreement • July 1st, 2013 • FTD Companies, Inc. • Retail-nonstore retailers • Delaware

THIS TAX SHARING AGREEMENT (as the same may be amended or supplemented from time to time, this "Agreement") is entered into as of , 2013, by and between United Online, Inc., a Delaware corporation ("United Online"), and FTD Companies, Inc., a Delaware corporation ("FTD"). United Online and FTD are sometimes referred to herein individually as a "Party," and collectively as the "Parties." Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Article I.

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FORM OF] TRANSITION SERVICES AGREEMENT by and between UNITED ONLINE, INC. and FTD COMPANIES, INC. dated as of
Transition Services Agreement • July 1st, 2013 • FTD Companies, Inc. • Retail-nonstore retailers • Delaware
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