8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2013

United Online, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-33367	77-057839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

21301 Burbank Boulevard
Woodland Hills, California
(Address of principal executive offices) 91367
(Zip Code)

(818) 287-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2013, United Online, Inc. (the “Company” or “United Online”) announced a distribution date of November 1, 2013 (the “Distribution Date”) for the spin off of all of the issued and outstanding shares of common stock of FTD Companies, Inc. (“FTD Companies”), which operated the Company’s floral and gift products and services businesses (the “Separation”). Prior to and in connection with the Separation, following the close of market on October 31, 2013, the Company effectuated a 1-for-7 reverse stock split (the “Reverse Stock Split”) of its shares of Common Stock, $0.0001 par value per share (the “Common Stock”). The spin off of FTD Companies was in the form of a tax-free stock distribution to the Company’s stockholders of record as of the close of business on October 10, 2013 (the “Record Date”). On November 1, 2013, the Company distributed one share of FTD Companies common stock for every five shares of its Common Stock outstanding, prior to giving effect to the Reverse Stock Split (the “Distribution”).

In connection with the above, the Company entered into a Separation and Distribution Agreement with FTD Companies, dated as of October 31, 2013 (the “Separation Agreement”). In addition to the Separation Agreement, the Company and FTD Companies entered into certain ancillary agreements, including a Transition Services Agreement (the “Transition Services Agreement”), an Employee Matters Agreement (the “Employee Matters Agreement”) and a Tax Sharing Agreement (the “Tax Sharing Agreement”), each dated as of October 31, 2013. Set forth below is a description of each of these agreements, forms of which were filed as exhibits to the Registration Statement on Form 10 (the “Registration Statement”) of FTD Companies previously filed with the Securities and Exchange Commission (the “SEC”).

The Separation Agreement

The Separation Agreement contains the key provisions relating to the Separation. It also contains other agreements that govern certain aspects of the Company’s relationship with FTD Companies that will continue after the completion of the Separation. For purposes of the Separation Agreement: (1) the “FTD Entities” means FTD Companies and each of its subsidiaries, and (2) the “UOL Entities” means the Company and each of the Company’s subsidiaries other than the FTD Entities.

Transfer of Assets and Assumption of Liabilities.  The Separation Agreement allocates the assets and liabilities of the Company and its subsidiaries between the FTD Entities and the UOL Entities and describes when and how any required transfers and assumptions of assets and liabilities will occur. Because the Company and FTD Companies have generally had segregated assets and liabilities since the Company’s acquisition of FTD Group, Inc. and its subsidiaries in 2008, no material assets and liabilities were transferred to FTD Companies by the Company.  In addition, the Separation Agreement provides that on or before November 1, 2013, United Online Software Development (India) Private Limited, a wholly-owned subsidiary of the Company, will transfer certain personnel and immaterial assets primarily dedicated to servicing FTD Companies’ business to a newly-formed Indian subsidiary of FTD Companies in exchange for a cash payment in an amount equal to the fair market value of such assets at the time of such transfer.

Termination of Intercompany Agreements.   Effective as of the Distribution Date, all agreements between any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, existing prior to the Distribution (excluding the Separation Agreement and any agreements identified in the applicable schedule thereto, the Transition Services Agreement and each other ancillary agreement described in the information statement contained in the Registration Statement) were terminated.

Settlement of Intercompany Accounts.   Any receivables, payables, or loans between any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, existing prior to the Distribution (excluding any receivables, payables, or loans that arise pursuant to the Separation Agreement or any ancillary agreement) were satisfied and/or settled in cash or otherwise cancelled.

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The Distribution.   The Separation Agreement also governs the rights and obligations of the parties regarding the Distribution. On the Distribution Date, the Company caused its agents to distribute, on a pro rata basis, all of the issued and outstanding shares of FTD Companies common stock to Company stockholders who held the Company’s Common Stock as of the Record Date.

No Representations or Warranties.   Except as expressly set forth in any ancillary agreement, neither the Company nor FTD Companies provided any representations or warranties in connection with the Separation Agreement, and all assets were transferred “as is, where is.”

Access to Information.   The Separation Agreement provides that the parties will exchange certain information required to comply with requirements imposed on the requesting party by a government authority for use in any proceeding or to satisfy audit, accounting, claims defense, regulatory filings, litigation, tax or similar requirements, for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or to comply with its obligations under the Separation Agreement or any ancillary agreement. In addition, the parties will use commercially reasonable efforts to make available to each other’s directors, officers, other employees, and agents as witnesses in any legal, administrative or other proceeding in which the other party may become involved to the extent reasonably required.

Releases, Allocation of Liabilities and Indemnification.   The Separation Agreement provides for a full and complete release and discharge of all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Separation, between or among any member of the UOL Entities and any member of the FTD Entities, except as expressly set forth in the Separation Agreement.

The Separation Agreement provides that (1) FTD Companies will indemnify each member of the UOL Entities, each affiliate of such member and each of their respective current and former stockholders, members, directors, officers, managers, agents, and employees against any and all losses relating to (a) liabilities arising out of the FTD Companies business, (b) any breach by any member of the FTD Entities of any provision of the Separation Agreement or any ancillary agreement, and (c) with respect to information contained in the Registration Statement (other than information regarding any member of the UOL Entities provided to FTD Companies by any member of the UOL Entities for inclusion therein), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (2) that the Company will indemnify each member of the FTD Entities, each affiliate of such member, and each of their respective current and former stockholders, members, directors, officers, managers, agents, and employees against any and all losses relating to (a) liabilities arising out of the Company’s businesses, (b) any breach by any member of the UOL Entities of any provision of the Separation Agreement or any ancillary agreement, and (c) with respect to information contained in the Registration Statement (solely with respect to information regarding any member of the UOL Entities provided to FTD Companies by any member of the UOL Entities for inclusion therein), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

The Separation Agreement provides the Company with the right to control the litigation and settlement of certain litigation matters that relate to a member of each of the UOL Entities and the FTD Entities and which were asserted before the Separation, as well as specified litigation matters which are asserted after the Separation. The Separation Agreement also provides for the allocation of liabilities and expenses between the Company and FTD Companies with respect to these matters. It also establishes procedures with respect to claims subject to indemnification, insurance claims and related matters.

Indemnification with respect to taxes and employee benefits will be governed by the Tax Sharing Agreement and the Employee Matters Agreement, respectively.

Expenses.   Except as expressly set forth in the Separation Agreement or in any ancillary agreement, each of the Company and FTD Companies will bear its own expenses (and the expenses of its subsidiaries) in connection with the Separation.

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Transition Services Agreement

Pursuant to the Transition Services Agreement, the Company has agreed to continue to provide various services to FTD Companies on an interim, transitional basis.

Transition Services.  The services the Company will provide to FTD Companies will include information technology, payroll, legal, and other specified services.

Standard of Performance.  The Company will perform the transition services in a manner generally consistent with the manner in which such services were provided prior to the Distribution Date.

Fees.  In consideration for such services, FTD Companies will pay fees to the Company for the services provided as specified in the Transition Services Agreement.

Limitation of Liabilities.  In general, neither the Company nor FTD Companies will be liable to the other in connection with any service provided under the Transition Services Agreement except in the case of gross negligence, willful misconduct, or material breach of the Transition Services Agreement.

Term and Termination.  The Transition Services Agreement will generally terminate after a period of 12 months, but one or more of the services may be subject to a specified termination date or may be terminated earlier by the receiving party at the end of a designated month by giving the providing party at least 30 days’ prior written notice of such termination. Either party will have the right to terminate the Transition Services Agreement in the event that the other party shall have (1) applied for or consented to the appointment of a receiver, trustee, or liquidator; (2) admitted in writing an inability to pay debts as they mature; (3) made a general assignment for the benefit of creditors; or (4) filed a voluntary petition, or have filed against it a petition, for an order of relief under the U.S federal Bankruptcy Code, as amended.

Employee Matters Agreement

The Employee Matters Agreement sets forth the agreements between the Company and FTD Companies as to certain employment, compensation, and benefits matters. The Employee Matters Agreement contains provisions concerning cooperation between the Company and FTD Companies in the sharing of employee information and the maintenance of confidentiality.

Assumption and Retention of Liabilities; Related Assets.  The Employee Matters Agreement provides for the allocation and treatment of liabilities and assets arising out of employee compensation and benefit programs in which employees participated prior to the Distribution Date. Generally, each of the Company and FTD Companies assumed or retained sponsorship of, and liabilities relating to, employee compensation and benefit programs relating to its own employees. In connection with the Separation, FTD Companies will provide benefit plans and arrangements in which its employees will participate going forward.

Effect on Equity Awards.  The Employee Matters Agreement provides for the treatment of outstanding equity awards of the Company in connection with the Separation. All outstanding Company equity awards to the extent held by employees of FTD Companies as of the Distribution Date will be converted to FTD Companies equity awards, issued pursuant to an equity incentive plan that FTD Companies will establish. The conversion will result in each converted award having substantially the same value as the applicable Company equity award as of the conversion. No changes will be made with respect to Company equity awards held by any individual who is employed by the Company immediately following the Separation or a former or retired employee other than appropriate adjustments to preserve their value following the Separation and to reflect the Reverse Stock Split. The then-current purchase period under the United Online 2010 Employee Stock Purchase Plan ended as of the day before the Separation and all outstanding purchase rights under the plan at that time were exercised in accordance with the provisions of the United Online 2010 Employee Stock Purchase Plan, at which time the United Online 2010 Employee Stock Purchase Plan terminated in accordance with the provisions thereof.

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Tax Sharing Agreement

The Tax Sharing Agreement between the Company and FTD Companies generally will govern the Company’s and FTD Companies’ respective rights, responsibilities, and obligations after the Separation with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), including as a result of Section 355(e) of the Code. Under the Tax Sharing Agreement, with certain exceptions, the Company generally will be responsible for the payment of all income and non-income taxes attributable to its operations or the operations of the UOL Entities. With certain exceptions, the Company generally will be responsible for the payment of all income and non-income taxes, including consolidated U.S. federal income taxes of the United Online tax reporting group for which FTD Companies is severally liable, to the extent such taxes are not attributable to FTD Companies’ operations, or the operations of the FTD Entities, and the Company will indemnify FTD Companies for these taxes.

Notwithstanding the foregoing, under the Tax Sharing Agreement, FTD Companies generally will be responsible for any taxes imposed on the Company that arise from the failure of the Distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code, to the extent such failure to qualify is attributable to actions, events, or transactions relating to FTD Companies’ stock, assets, or business, or a breach of the relevant representations or any covenants made by FTD Companies in the Tax Sharing Agreement, the materials submitted to the IRS in connection with the request for the Internal Revenue Service’s tax ruling or the representation letter provided to counsel in connection with the tax opinion regarding the tax-free nature of the Distribution. The Company and FTD Companies generally will be jointly responsible for any taxes that arise from the failure of the Distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code, if such failure is for any reason for which neither the Company nor FTD Companies is responsible. The Tax Sharing Agreement also sets forth the respective obligations between the Company and FTD Companies with respect to the preparation and filing of tax returns, the administration of tax audits and disputes and other tax matters.

The descriptions of the Separation Agreement, the Transition Services Agreement, the Employee Matters Agreement and the Tax Sharing Agreement are qualified in their entirety by reference to the complete terms and conditions of such agreements filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in Item 1.01, the Separation was completed on November 1, 2013 pursuant to the Separation Agreement. FTD Companies is now an independent, public company trading under the symbol “FTD” on the NASDAQ Global Select Market. On November 1, 2013, the Company issued a press release announcing the completion of the Separation. A copy of the press release was attached as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 1, 2013.

Because the Separation occurred after September 30, 2013, the Company will report FTD Companies’ results of operations, including previously-reported results and corporate expenses related to the Separation, within discontinued operations in its consolidated financial statements for 2013 to be filed with the SEC in its Annual Report on Form 10-K for the year ending December 31, 2013.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director and Officer

As described in the Current Report on Form 8-K filed by the Company with the SEC on April 30, 2013, in connection with the completion of the Separation, Mark R. Goldston resigned as the Chairman, President and Chief Executive Officer of the Company, effective November 1, 2013, and he is no longer a director or executive officer of the Company or any of its subsidiaries.

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Appointment of Interim Officer

On November 1, 2013, the Board of Directors of the Company appointed Neil P. Edwards, Executive Vice President and Chief Financial Officer of the Company, to serve as the interim Chief Executive Officer of the Company, effective November 1, 2013 through November 4, 2013.  As described in the Current Report on Form 8-K filed by the Company with the SEC on October 8, 2013, Francis Lobo became President and Chief Executive Officer of the Company and a member of its Board of Directors on November 5, 2013.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which became effective at 11:59 p.m. on October 31, 2013, to effect the Reverse Stock Split, which was approved by the Company’s stockholders in September 2013. A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(b)Pro Forma Financial Information

The unaudited pro forma condensed consolidated statements of operations of United Online, Inc. for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 and unaudited pro forma condensed consolidated balance sheet of United Online, Inc. as of September 30, 2013 are included as Exhibit 99.1 hereto and are incorporated herein by reference.

(d)Exhibits

Exhibit No.	Description
2.1	Separation and Distribution Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of United Online, Inc., effective October 31, 2013, as filed with the Secretary of State of the State of Delaware
10.1	Transition Services Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
10.2	Employee Matters Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
10.3	Tax Sharing Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
99.1	Unaudited pro forma condensed consolidated statements of operations of United Online, Inc. for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 and unaudited pro forma condensed consolidated balance sheet of United Online, Inc. as of September 30, 2013

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2013

UNITED ONLINE, INC.
By:	/s/ Neil P. Edwards
	Neil P. Edwards
	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Separation and Distribution Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of United Online, Inc., effective October 31, 2013, as filed with the Secretary of State of the State of Delaware
10.1	Transition Services Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
10.2	Employee Matters Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
10.3	Tax Sharing Agreement by and between United Online, Inc. and FTD Companies, Inc., dated as of October 31, 2013
99.1	Unaudited pro forma condensed consolidated statements of operations of United Online, Inc. for the nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011 and 2010 and unaudited pro forma condensed consolidated balance sheet of United Online, Inc. as of September 30, 2013

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EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

UNITED ONLINE, INC.

and

FTD COMPANIES, INC.

dated as of

October 31, 2013

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Interpretation	9
ARTICLE II
THE SEPARATION
Section 2.1	Transfers of Assets and Assumptions of Liabilities	11
Section 2.2	Termination of Intercompany Agreements	12
Section 2.3	Settlement of Intercompany Account	12
Section 2.4	Separation of United Online Software Development (India) Pvt Ltd.	13
ARTICLE III
CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION
Section 3.1	SEC and Other Securities Filings	14
Section 3.2	NASDAQ Listing Application	14
Section 3.3	Governmental Approvals and Consents	14
Section 3.4	Ancillary Agreements	14
Section 3.5	Governance Matters	15
ARTICLE IV
THE DISTRIBUTION
Section 4.1	Delivery to Transfer Agent	15
Section 4.2	Mechanics of the Distribution	15
ARTICLE V
CONDITIONS
Section 5.1	Conditions Precedent to Consummation of the Transactions	16
Section 5.2	Right Not to Close	17
ARTICLE VI
NO REPRESENTATIONS OR WARRANTIES
Section 6.1	Disclaimer of Representations and Warranties	17
Section 6.2	As Is, Where Is	18

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ARTICLE VII
CERTAIN COVENANTS AND ADDITIONAL AGREEMENTS
Section 7.1	Insurance Matters	18
Section 7.2	Use of Names	20
Section 7.3	Mail and Other Communications.	21
Section 7.4	Litigation	22
Section 7.5	Assumption of Certain Liabilities Under Indemnification Agreements	25
Section 7.6	Licenses	25
ARTICLE VIII
ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE
Section 8.1	Agreement for Exchange of Information	25
Section 8.2	Ownership of Information	27
Section 8.3	Compensation for Providing Information	27
Section 8.4	Retention of Records	27
Section 8.5	Limitation of Liability	27
Section 8.6	Production of Witnesses	27
Section 8.7	Confidentiality	28
Section 8.8	Privileged Matters	29
Section 8.9	Financial Information Certifications	30
ARTICLE IX
MUTUAL RELEASES; INDEMNIFICATION
Section 9.1	Release of Pre-Distribution Claims	31
Section 9.2	Indemnification by FTD	33
Section 9.3	Indemnification by United Online	33
Section 9.4	Procedures for Indemnification	34
Section 9.5	Indemnification Obligations Net of Insurance Proceeds	36
Section 9.6	Indemnification Obligations Net of Taxes	36
Section 9.7	Contribution	37
Section 9.8	Remedies Cumulative	37
Section 9.9	Survival of Indemnities	37
Section 9.10	Limitation of Liability	37
ARTICLE X
DISPUTE RESOLUTION
Section 10.1	Appointed Representative	37
Section 10.2	Negotiation and Dispute Resolution	37
Section 10.3	Arbitration	38

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ARTICLE XI
TERMINATION
Section 11.1	Termination	39
Section 11.2	Effect of Termination	39
ARTICLE XII
MISCELLANEOUS
Section 12.1	Further Assurances	39
Section 12.2	Payment of Expenses	40
Section 12.3	Amendments and Waivers	40
Section 12.4	Late Payments	40
Section 12.5	Entire Agreement	40
Section 12.6	Survival of Agreements	41
Section 12.7	Coordination With Tax Sharing Agreement	41
Section 12.8	Coordination With Employee Matters Agreement	41
Section 12.9	Third Party Beneficiaries	41
Section 12.10	Notices	41
Section 12.11	Counterparts; Electronic Delivery	41
Section 12.12	Severability	42
Section 12.13	Assignability; Binding Effect	42
Section 12.14	Governing Law	42
Section 12.15	Construction	42
Section 12.16	Performance	42
Section 12.17	Title and Headings	43
Section 12.18	Exhibits and Schedules	43

Exhibits:

Exhibit A — FTD Subsidiaries
Exhibit B — United Online Subsidiaries
Exhibit C — Shared Scripts

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 31, 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.”

RECITALS

WHEREAS, United Online, acting through its direct and indirect Subsidiaries, currently owns and conducts the FTD Business and the UOL Businesses;

WHEREAS, the Board of Directors of United Online has determined that it is advisable and in the best interests of United Online and its stockholders to separate United Online into two independent publicly traded companies:  (a) United Online which, following consummation of the transactions contemplated by this Agreement, will own and conduct the UOL Businesses, and (b) FTD which, following consummation of the transactions contemplated by this Agreement, will own and conduct the FTD Business;

WHEREAS, pursuant to the terms of this Agreement, the Parties intend to effect:  (a) the Separation, whereby the UOL Businesses and the FTD Business will be separated, and (b) the Distribution, whereby United Online will distribute to the holders of outstanding shares of common stock, par value $0.0001 per share, of United Online (“UOL Common Stock”), on a pro rata basis, all of the outstanding shares of common stock, par value $0.0001 per share, of FTD (“FTD Common Stock”), owned by United Online as of the Distribution Date (which shall represent one hundred percent (100%) of the issued and outstanding shares of FTD Common Stock); and

WHEREAS, United Online has received a private letter ruling (the “IRS Ruling”) from the Internal Revenue Service (the “IRS”) substantially to the effect that, among other things, for U.S. federal income tax purposes, the Distribution will qualify as a tax-free distribution under Section 355 of the Code (the “Intended Tax-Free Treatment”).

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions.  As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1:

“Accessing Party” has the meaning set forth in Section 8.7(d).

“Action” means any demand, claim, action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person.  For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise; provided that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination as to whether a Person is an Affiliate of another Person will be made assuming no FTD Entity is an Affiliate of any UOL Entity and no UOL Entity is an Affiliate of any FTD Entity.

“Agreement” has the meaning set forth in the preamble to this Agreement and includes all schedules and exhibits attached hereto or delivered pursuant hereto.

“Agreement Dispute” has the meaning set forth in Section 10.2(a).

“Ancillary Agreements” has the meaning set forth in Section 3.4.

“Appointed Representative” has the meaning set forth in Section 10.1.

“Appropriate Member of the FTD Entities” has the meaning set forth in Section 9.2.

“Appropriate Member of the UOL Entities” has the meaning set forth in Section 9.3.

“Asset” means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions located in Los Angeles, California, New York, New York or Chicago, Illinois are authorized or obligated by applicable Law or executive order to close.

“Claims Made Policies” has the meaning set forth in Section 7.1(b)(ii).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combined Policies” has the meaning set forth in Section 7.1(b)(ii).

“Confidential Information” means any and all information:

(a)that is Confidential Operational Information;

(b)that is proprietary business information, data or material (other than Confidential Operational Information), including, but not limited to, (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business plans, (iv) general market evaluations and surveys, (v) financing and credit-related information and (vi) customer information;

(c)that is a trade secret under applicable trade secret or other Law or is required to be maintained in confidence by any Law or under any Contract;

(d)constituting communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction

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(including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding; or

(e)constituting notes, analyses, compilations, studies, summaries and other material that contain or are based, in whole or in part, upon any information included in the foregoing clauses (a) through (d).

“Confidential Operational Information” means any and all proprietary operational information, data or material, including, but not limited to, (a) specifications, ideas, concepts, formulae, compositions, models, sketches, photographs, graphs, drawings, samples, improvements and strategies for products or services, (b) quality assurance policies, procedures and specifications, (c) Software, (d) training materials and information, (e) past, current and planned research and development, and current and planned manufacturing or distribution methods and processes, and (f) all other know-how, methodologies, processes, procedures, techniques and trade secrets related to design, development and operational processes.

“Consent” means any consent, waiver or approval from, or notification requirement, to any Person other than a member of either Group.

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Credit Agreement” means the Credit Agreement, dated as of July 17, 2013, by and among FTD, Interflora British Unit, a company incorporated under the laws of England and Wales, the material wholly-owned domestic subsidiaries of FTD party thereto as guarantors, the financial institutions party thereto from time to time, Bank of America Merrill Lynch and Wells Fargo Securities, LLC, as joint lead arrangers and book managers, and Bank of America, N.A., as administrative agent for the lenders, as may be amended from time to time.

“Distribution” means the transactions contemplated by Section 4.2.

“Distribution Date” means the date on which the Distribution occurs, such date to be determined by, or under the authority of, the Board of Directors of United Online, in its sole and absolute discretion.

“Distribution Time” means the time at which the Distribution is effective on the Distribution Date.

“Employee Matters Agreement” means that certain Employee Matters Agreement, dated the date hereof, by and between United Online and FTD, as may be amended from time to time.

“Encumbrance” means any claim, charge, mortgage, lien, pledge, option, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing with the exception of liens arising by operation of law in the normal course of business.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing D&O Policies” has the meaning set forth in Section 7.1(c)(i).

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“FTD” has the meaning set forth in the recitals to this Agreement.

“FTD Assets” means all Assets owned by the FTD Entities or the UOL Entities that (a) are used primarily in, or that primarily relate to, the FTD Business or (b) were purchased and paid for by the FTD Business, including, without limitation, all Assets recorded on the balance sheet of FTD as of the date of this Agreement.

“FTD Business” means (a) the consumer business and the floral network business conducted by the FTD Entities and (b) any other business directly conducted by any member of the FTD Entities as of or prior to the date of this Agreement.

“FTD Common Stock” has the meaning set forth in the recitals to this Agreement.

“FTD Entities” means FTD and the FTD Subsidiaries.

“FTD Indemnitees” means each member of the FTD Entities, their respective Affiliates, and each of their respective current or former stockholders, members, directors, officers, managers, agents and employees (in each case, in such Person’s respective capacity as such), and their respective heirs, executors, administrators, successors and assigns.

“FTD India” means FTD India Private Limited, an Indian subsidiary of FTD, or another Indian subsidiary of FTD, as determined by FTD.

“FTD India Assets” has the meaning set forth in Section 2.4(a).

“FTD India Personnel” has the meaning set forth in Section 2.4(c).

“FTD Liabilities” means, except as otherwise expressly provided in this Agreement or one or more Ancillary Agreements, and excluding Liabilities for each Shared Litigation Matter allocated pursuant to Section 7.4(a), all Liabilities of the UOL Entities arising out of, or primarily related to, the FTD Assets or the operation of the FTD Business (including, without limitation, the Credit Agreement).

“FTD Specific Policies” has the meaning set forth in Section 7.1(a).

“FTD Subsidiaries” means (a) each of the entities listed on Exhibit A hereto, (b) any other entity (other than any UOL Subsidiary) that was owned, in whole or in part, by any of the entities listed on Exhibit A hereto prior to the Distribution Time, and (c) any other entity which becomes a Subsidiary of FTD after the Distribution Time.

“Governmental Approval” means any notice, report or other filing to be given to or made with, or any release, consent, substitution, approval, amendment, registration, permit or authorization from any Governmental Authority.

“Governmental Authority” means any U.S. federal, state, local, non-U.S. or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Group” means either the UOL Entities or the FTD Entities, as the context requires.

“Guarantee” means any guarantee (including guarantees of performance or payment under Contracts, commitments, Liabilities and permits), letter of credit or other credit or credit support

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arrangement or similar assurance, including surety bonds, bid bonds, advance payment bonds, performance bonds, payment bonds, retention and/or warranty bonds or other bonds or similar instruments.

“Indebtedness” of any specified Person means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all liabilities secured by (or for which any Person to which any such liability is owed has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, and (i) any liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a liability by means of a Guarantee.

“Indemnifiable Loss” has the meaning set forth in Section 9.5.

“Indemnifying Party” has the meaning set forth in Section 9.4(a).

“Indemnitee” means any UOL Indemnitee or any FTD Indemnitee.

“Indemnity Payment” has the meaning set forth in Section 9.5.

“India Separation Date” has the meaning set forth in Section 2.4(a).

“Information Statement” means the information statement, attached as an exhibit to the Registration Statement, and any related documentation to be provided to holders of UOL Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“Insurance Policy” means any insurance policies and insurance Contracts, including, without limitation, general liability, property and casualty, workers’ compensation, automobile, marine, directors & officers liability, errors and omissions, employee dishonesty and fiduciary liability policies, whether, in each case, in the nature of primary, excess, umbrella or self-insurance overage, together with all rights, benefits and privileges thereunder.

“Insurance Proceeds” means those monies (in each case, net of any out-of-pocket costs or expenses incurred in the collection thereof):

(a)received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, excluding any proceeds received directly or indirectly (such as through reinsurance arrangements) from any captive insurance Subsidiary of the insured Person; or

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(b)paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, excluding any such payment made directly or indirectly (such as through reinsurance arrangements) from any captive insurance Subsidiary of the insured Person, on behalf of the insured.

“Intellectual Property” means all intellectual property and industrial property rights of any kind or nature, including all U.S. and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, (iv) rights of publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential information, know-how, inventions, proprietary processes, formulae, models and methodologies, (viii) rights of privacy and rights to personal information, (ix) telephone numbers and Internet protocol addresses, (x) all rights in the foregoing and in other similar intangible assets, (ix) all applications and registrations for the foregoing and (xii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

“Intended Tax-Free Treatment” has the meaning set forth in the recitals to this Agreement.

“Intercompany Account” means any receivable, payable or loan between any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, that exists prior to the Distribution Time and is reflected in the records of the relevant members of the UOL Entities and the FTD Entities, except for any such receivable, payable or loan that arises pursuant to this Agreement or any Ancillary Agreement.

“Intercompany Agreement” means any Contract, whether or not in writing between or among any member of the UOL Entities, on the one hand, and any member of the FTD Entities, on the other hand, entered into prior to the Distribution Date, but excluding any Contract to which a Person other than any member of the UOL Entities or the FTD Entities is also a Party.

“IRS” has the meaning set forth in the recitals to this Agreement.

“IRS Ruling” has the meaning set forth in the recitals to this Agreement.

“JAMS” has the meaning set forth in Section 10.2(c).

“JAMS Rules” has the meaning set forth in Section 10.3(a).

“Law” means any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“Liabilities” means any and all Indebtedness, liabilities, assurances, commitments and obligations of any nature or description, whether accrued, fixed or contingent, mature or inchoate, known or unknown, whether and however arising (including, without limitation, (i) arising out of any Contract, Law, Action, tort based theory or any other legal theory or (ii) any act or failure to act by any past or present stockholders, members, directors, officers, managers, agents or employees of any of the Parties),, and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“Litigation Expenses” has the meaning set forth in Section 7.4(a)(ii).

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“Loss” or “Losses” means any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, Taxes, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), of any kind or nature, whether or not the same would properly be reflected on any financial statements or the footnotes thereto.

“Mediation Period” has the meaning set forth in Section 10.2(c).

“NASDAQ” means the NASDAQ Global Select Market.

“NASDAQ Listing Application” has the meaning set forth in Section 3.2(a).

“Occurrence Based Policies” has the meaning set forth in Section 7.1(b)(i).

“Other Party Marks” has the meaning set forth in Section 7.2(a).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permitted Lien” means (a) Security Interests consisting of zoning or planning restrictions, easements, servitudes, licenses, permits and other restrictions or limitations on the use of real property or minor irregularities in title thereto which do not materially impair the use or value of the respective property, (b) Security Interests for current Taxes, assessments or similar governmental charges or levies not yet due or which are being contested in good faith and (c) mechanic’s, workmen’s, materialmen’s, carrier’s, repairer’s, warehousemen’s and other similar Security Interests arising or incurred in the ordinary course of business for amounts not overdue.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Pre-Distribution Claim” has the meaning set forth in Section 7.1(d)(i).

“Record Date” means the close of business on the date, to be determined by the Board of Directors of United Online, as the record date for determining holders of UOL Common Stock entitled to receive shares of FTD Common Stock in the Distribution.

“Record Holders” has the meaning set forth in Section 4.1.

“Registration Statement” means the registration statement on Form 10 of FTD with respect to the registration under the Exchange Act of the FTD Common Stock to be distributed in the Distribution, including any amendments or supplements thereto.

“Reverse Stock Split” means the one-for-seven reverse stock split of UOL Common Stock that United Online intends to implement immediately prior to the Distribution.

“Run-Off Policy” has the meaning set forth in Section 7.1(c)(iii).

“SEC” means the United States Securities and Exchange Commission.

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“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, indenture, right to acquire, right of first refusal, deed of trust, licenses to third Parties, leases to third Parties, security agreements, voting or other restriction, right-of-way, covenant, condition, easement, servitude, zoning matters, permit, restriction, encroachment, restriction on transfer, restrictions or limitations on use of real or personal property or any other encumbrance of any nature whatsoever, imperfections in or failure of title or defect of title.

“Security Regulations” has the meaning set forth in Section 8.7(d).

“Separation” means the transactions contemplated by Article II.

“Shared IP” means any Intellectual Property other than (i) Trademarks and (ii) Shared Scripts that is owned by the UOL Entities and used by the FTD Entities or vice versa prior to the Distribution Time.

“Shared Litigation Matters”  means (a) each Action listed on Schedule 7.4; (b) each additional Action hereafter asserted against both a member of the UOL Entities and a member of the FTD Entities that arises out of or relates to any of the practices challenged in the Actions listed on Schedule 7.4 that occurred prior to the consummation of the Distribution; (c) any Action asserted against both a member of the UOL Entities and a member of the FTD Entities prior to the consummation of the Distribution; and (d) any other Action consolidated with any Action referred to in clause (a), (b) or (c) above.

“Shared Scripts” means all computer programming scripts that are owned by the UOL Entities as of the Distribution Time and are used by the FTD Entities prior to the Distribution Time, including, without limitation, the scripts set forth on Exhibit C.

“Software” means all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials related to any of the foregoing.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

“System” has the meaning set forth in Section 8.7(b).

“Tax” or “Taxes” has the meaning set forth in the Tax Sharing Agreement.

“Tax Return” has the meaning set forth in the Tax Sharing Agreement.

“Tax Sharing Agreement” means that certain Tax Sharing Agreement, dated as of the date hereof, by and between United Online and FTD, as may be amended from time to time.

“Third-Party Claim” has the meaning set forth in Section 9.4(b).

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“Trademarks” means all U.S. and foreign trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

“Transactions” means the Separation, the Distribution and any other transactions contemplated by this Agreement or any Ancillary Agreement.

“Transfer Agent” means Computershare.

“Transaction Expenses” has the meaning set forth in Section 12.2.

“Transition Period” has the meaning set forth in Section 7.2(a).

“Transition Services Agreement” means that certain Transition Services Agreement, dated as of the date hereof, by and between United Online and FTD, as may be amended from time to time.

“United Online” has the meaning set forth in the preamble to this Agreement.

“UOL Assets” means any Assets owned by the UOL Entities, other than any FTD Assets.

“UOL Businesses” means (a) the communications and content and media businesses conducted by the UOL Entities (including, without limitation, NetZero, Juno, Classmates.com and MyPoints.com) and (b) any other business (other than the FTD Business) directly conducted by any member of the UOL Entities as of or prior to the date of this Agreement (including any terminated, divested or discontinued business or operations of the UOL Entities).

“UOL Common Stock” has the meaning set forth in the recitals to this Agreement.

“UOL Entities” means United Online and the UOL Subsidiaries.

“UOL Indemnitees” means each member of the UOL Entities and their Affiliates and each of their respective current or former stockholders, members, directors, officers, managers, agents and employees (in each case, in such Person’s respective capacity as such) and their respective heirs, executors, administrators, successors and assigns.

“UOL India” means United Online Software Development (India) Private Limited, a wholly-owned subsidiary of United Online.

“UOL Liabilities” means any Liabilities of the UOL Entities, other than any FTD Liabilities.

“UOL Subsidiaries” means (a) each of the entities listed on Exhibit B hereto, (b) any other entity (other than any FTD Subsidiary) that is owned, in whole or in part, by any of the entities listed on Exhibit B hereto prior to the Distribution Time , and (c) any other entity which becomes a Subsidiary of UOL after the Distribution Time.

Section 1.2Interpretation.  In this Agreement and the Ancillary Agreements, unless the context clearly indicates otherwise:

(a)words used in the singular include the plural and words used in the plural include the singular;

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(b)the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(c)the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(d)relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(e)accounting terms used herein shall have the meanings historically ascribed to them by United Online and its Subsidiaries, including FTD and United Online, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(f)all references herein to Articles, Sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to Articles, Sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to, this Agreement;

(g)reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h)reference to any Law means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i)references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(j)if there is any conflict between the provisions of the main body of this Agreement or an Ancillary Agreement and the Exhibits or Schedules hereto or thereto, the provisions of the main body of this Agreement or the Ancillary Agreement, as applicable, shall control unless explicitly stated otherwise in such Exhibits or Schedule;

(k)if there is any conflict between the provisions of this Agreement and any Ancillary Agreement, the provisions of such Ancillary Agreement shall control (but only with respect to the subject matter thereof) unless explicitly stated otherwise therein; and

(l)any portion of this Agreement or any Ancillary Agreement obligating a Party to take any action or to refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or to refrain from taking such action, as the case may be.

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ARTICLE II

THE SEPARATION

Section 2.1Transfers of Assets and Assumptions of Liabilities.  Except as otherwise expressly provided herein (including but not limited to Section 2.4 and Section 7.4) or in any of the Ancillary Agreements:

(a)Effective as of the Distribution Time (i) all FTD Assets are intended to be and shall become Assets of the FTD Entities, (ii) all FTD Liabilities are intended to be and shall become the Liabilities of the FTD Entities and (iii) all other Assets and Liabilities of the UOL Entities are intended to be and shall remain exclusively the Assets and Liabilities of the UOL Entities.

(b)United Online agrees that, effective as of the Distribution Time, it will transfer or cause to be transferred to FTD or to such other members of the FTD Entities as FTD may designate all right, title and interest in FTD Assets held by any member of the UOL Entities (if any).

(c)FTD agrees that, effective as of the Distribution Time, it will transfer or cause to be transferred to United Online or to such other member of the UOL Entities as United Online may designate all right, title and interests in UOL Assets held by any member of the FTD Entities (if any).

(d)FTD agrees that it will, or will cause another member of the FTD Entities designated by FTD to (i) assume any of the FTD Liabilities for which a member of the FTD Entities is not the obligor, effective as of the Distribution Time, and (ii) timely pay and discharge all of the FTD Liabilities, at and after the Distribution Time.

(e)United Online agrees that it will, or will cause another member of the UOL Entities designated by United Online to (i) assume any of the UOL Liabilities for which a member of the UOL Entities is not the obligor, effective as of the Distribution Time, and (ii) timely pay and discharge all of the UOL Liabilities, at and after the Distribution Time.

(f)In the event that any conveyance of an Asset required hereby is not effected at or before the Distribution Time, the obligation to transfer such Asset shall continue past the Distribution Time and shall be accomplished as soon thereafter as practicable.

(g)If any Asset may not be transferred by reason of the requirement to obtain the consent of any third-party and such consent has not been obtained by the Distribution Time, then (unless otherwise expressly agreed by United Online and FTD) such Asset shall not be transferred until such consent has been obtained. Subject to reimbursement from the other Party of all reasonable costs and expenses incurred in connection with such actions, United Online and FTD, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both Parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Distribution Time.

(h)From and after the Distribution Time, each Party shall promptly transfer or cause the members of its Group promptly to transfer to the other Party or the appropriate member of the other Party’s Group, from time to time, any property received that is an Asset of the other Party or a

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member of such other Party’s Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds.

Section 2.2Termination of Intercompany Agreements.

(a)Termination of Agreements between UOL Entities and FTD Entities.  Except as set forth in Section 2.2(b), United Online, on behalf of itself and each of the other members of the UOL Entities, and FTD, on behalf of itself and each of the other members of the FTD Entities, hereby terminate, effective as of the Distribution Time, any and all Intercompany Agreements and other intercompany arrangements and course of dealings.  No such terminated Intercompany Agreement, intercompany arrangement or course of dealings will be of any further force or effect from and after the Distribution Time, and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.3.  Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing.

(b)Exceptions.  The provisions of Section 2.2(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Distribution Date and thereafter shall be deemed to be, for each relevant Party or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement):

(i)this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement);

(ii)any confidentiality or non-disclosure agreements among any members of either Group or employees of any member of either Group; and

(iii)any agreement listed or described in Schedule 2.2(b), if any.

(c)If any Intercompany Agreement, intercompany arrangement and/or course of dealings is terminated pursuant to Section 2.2(a) and, but for the mistake or oversight of either Party hereto, would have been listed in Schedule 2.2(b), then, at the request of United Online or FTD made within twelve (12) months following the Distribution Date, the relevant Parties shall negotiate in good faith after the Distribution to determine whether, notwithstanding such termination, such Intercompany Agreement, intercompany arrangement and/or course of dealings should continue following the Distribution Date and the terms and conditions upon which the Parties may continue with respect thereto.

Section 2.3Settlement of Intercompany Account.  Intercompany Accounts outstanding as of September 30, 2013 will be settled, capitalized, cancelled, assigned or assumed by the relevant members of the UOL Entities and the FTD Entities prior to the Distribution Time, in each case in the manner agreed to by the Parties, and Intercompany Accounts outstanding as of October 31, 2013 will be settled, capitalized, cancelled, assigned or assumed by the relevant members of the UOL Entities and the FTD Entities no later than forty-five (45) days after the Distribution Date, in each case in the manner agreed to by the Parties.  With respect to any outstanding checks issued by UOL Entities, FTD Entities, or any of their respective Subsidiaries prior to the Distribution Date, such outstanding checks shall be honored following the Distribution Date by the entity owning the account on which the check is drawn.  As between UOL Entities and FTD Entities (and their respective Subsidiaries) all payments and

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reimbursements received after the Distribution Date by either Party (or any of its Subsidiaries) in respect or satisfaction of a business, Asset or Liability of the other Party (or any of its Subsidiaries), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, as promptly as commercially practicable or as otherwise agreed between the Parties, upon receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause its applicable Subsidiary to pay over, to the other Party the amount of such payment or reimbursement.

Section 2.4Separation of United Online Software Development (India) Pvt Ltd.

(a)On or before November 1, 2013, UOL India will (and UOL will cause UOL India to) transfer, free from all Encumbrances, all of UOL India’s right, title and interest in all computer servers and other hardware and other immaterial assets dedicated primarily to servicing the FTD Business in India, as set forth in Schedule 2.4(a) (as may be amended from time to time upon mutual agreement of the Parties) (the “FTD India Assets”), to FTD India in exchange for a cash payment to UOL India in an amount equal to the fair market value of the FTD India Assets at the time of such transfer.  On or before such transfer date (the “India Separation Date”), FTD India will (and FTD will cause FTD India to) purchase, acquire and assume all of UOL India’s right, title and interest in the FTD India Assets, free from all Encumbrances, in exchange for such cash payment.  United Online and FTD agree that the current estimated aggregate fair market value of all the FTD India Assets is less than $750,000. The Parties shall use their respective commercially reasonable efforts to cause the India Separation Date to occur as soon as reasonably practicable following the date of this Agreement.

(b)On or before the India Separation Date, UOL India will (and UOL will cause UOL India to) assign, novate, enter into appropriate contractual arrangements or take such other commercially reasonable actions, as may be required, to cause the transfer of all of UOL India’s rights and obligations under the leasehold contract in respect of the lease of the property situated at 7th floor, B block, Babukhans’ Millennium Center, Somajiguda, Hyderabad, India, occupied by personnel primarily dedicated to servicing the FTD Business, as set forth in Schedule 2.4(b), to FTD India.  FTD India will (and FTD will cause FTD India to) bear all the costs and the expenses (including but not limited to stamp duty and registration charges, attorneys’ fees, and other third party costs and expenses) payable in relation to the transfer of such leasehold contracts, and all obligations under such transferred leasehold contracts shall be the sole responsibility of FTD India from and after such transfer.

(c)On or prior to the India Separation Date, (i) FTD India will (and FTD will cause FTD India to) provide (i) all personnel of UOL India primarily dedicated to servicing the FTD Business and (ii) any other personnel of UOL or UOL India as mutually agreed upon by the Parties (collectively, the “FTD India Personnel”) with an offer of fresh employment with FTD India, and (ii) UOL India will provide FTD India with the voluntary resignation letters of such FTD India Personnel who accept employment with FTD India.

(d)In the event that any FTD India Personnel does not accept FTD India’s offer of employment as described above, for any reason whatsoever, and such FTD India Personnel does not wish to continue his/her employment with UOL or UOL India, as the case may be, then UOL or UOL India shall pay all applicable dues, compensation or other amounts (whether statutory or contractual) to such FTD India Personnel on account of his/her severance of his/her employment.

(e)Any payments required to be paid to FTD India Personnel in connection with their resignation from UOL or UOL India and/or employment with FTD India shall be paid by FTD India, and in the event any such payments are paid by UOL or UOL India to the FTD India Personnel, FTD India shall (and FTD shall cause FTD India to) reimburse UOL or UOL India, as applicable, for an

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amount equal to all such payments made by UOL or UOL India to FTD India Personnel hereunder and for any other costs incurred by UOL or UOL India related to the matters contemplated in this Section 2.4.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1SEC and Other Securities Filings.

(a)Prior to the date of this Agreement, the Parties prepared and filed the Registration Statement with the SEC.

(b)The Parties shall use their respective commercially reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable following the date of this Agreement.

(c)As soon as practicable after the Registration Statement becomes effective, FTD shall mail the Information Statement to the Record Holders.

(d)The Parties shall cooperate in preparing and filing with the SEC, and shall use their respective commercially reasonable efforts to cause to become effective, any other registration statements or amendments or supplements thereto that are necessary or appropriate in order to effect the Transactions, or to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Transactions.

(e)The Parties shall take all such actions as may be necessary or appropriate under the securities or “blue sky” Laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Transactions.

Section 3.2NASDAQ Listing Application.

(a)Prior to the date of this Agreement, the Parties prepared and filed an application for the listing on NASDAQ of FTD Common Stock to be issued to the Record Holders in the Distribution (the “NASDAQ Listing Application”).

(b)The Parties shall use their respective commercially reasonable efforts to have the NASDAQ Listing Application approved, subject to official notice of issuance, as soon as reasonably practicable following the date of this Agreement.

Section 3.3Governmental Approvals and Consents.  To the extent that any of the Transactions require any Governmental Approval or Consent which has not been obtained prior to the date of this Agreement, the Parties will use their respective commercially reasonable efforts to obtain, or caused to be obtained, such Governmental Approval or Consent prior to the Distribution Time.

Section 3.4Ancillary Agreements.  Prior to the Distribution Time, each Party shall execute and deliver, and shall cause each applicable member of its Group to execute and deliver, as applicable, the following agreements (collectively, including any exhibits, schedules, attachments, tables or other appendices thereto and each other agreement or other instrument contemplated therein, the “Ancillary Agreements”):

(a)Tax Sharing Agreement;

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(b)Transition Services Agreement;

(c)Employee Matters Agreement; and

(d)such other written agreements, documents or instruments as the Parties may agree are reasonably necessary or desirable and which specifically state that they are Ancillary Agreements within the meaning of this Agreement.

Section 3.5Governance Matters.

(a)Articles of Incorporation and Bylaws.  On or prior to the Distribution Date, the Parties shall take all necessary actions to adopt each of the amended and restated certificate of incorporation and the amended and restated bylaws of FTD, each substantially in the forms filed by FTD with the SEC as exhibits to the Registration Statement.

(b)Officers and Directors.  On or prior to the Distribution Date, the Parties shall take all necessary action so that, as of the Distribution Date, the officers and directors of FTD will be as set forth in the Information Statement.

(c)Certain Resignations.  On or prior to the Distribution Date, (i) FTD shall deliver, or cause to be delivered, to United Online resignations, effective immediately after the Distribution, of each individual set forth on Schedule 3.5(c)(i) from each such individual’s position or positions with any member of the UOL Entities and (ii) United Online shall deliver, or cause to be delivered, to FTD resignations, effective immediately after the Distribution, of each individual set forth on Schedule 3.5(c)(ii) from each such individual’s position or positions with any member of the FTD Entities.

ARTICLE IV

THE DISTRIBUTION

Section 4.1Delivery to Transfer Agent.  Subject to the conditions specified in Section 5.1, on or prior to the Distribution Date, United Online will authorize the Transfer Agent, for the benefit of holders of record of UOL Common Stock at the close of business on the Record Date (the “Record Holders”), to effect the book-entry transfer of all outstanding shares of FTD Common Stock and will order the Transfer Agent to effect the Distribution at the Distribution Time in the manner set forth in Section 4.2.

Section 4.2Mechanics of the Distribution.

(a)Effective as of 12:01 a.m., New York time, on the Distribution Date, United Online will direct the Transfer Agent to distribute, effective as of the Distribution Time, to each Record Holder, one share of FTD Common Stock for every five shares of United Online Common Stock held by such Record Holder on the Record Date (prior to giving effect to the Reverse Stock Split).  All such shares of FTD Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system.  No certificates therefor shall be distributed.  Following the Distribution, United Online shall cause the Transfer Agent to deliver an account statement to each holder of FTD Common Stock reflecting such holder’s ownership thereof.  All of the shares of FTD Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.

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(b)The Transfer Agent will initially hold any FTD Common Stock that remains unclaimed by a Record Holder for the account of such Record Holder.  Any FTD Common Stock that remains unclaimed by any Record Holder 180 days after the Distribution Date will be delivered to FTD (or its transfer agent) for the account of such Record Holder and such Record Holder will look only to FTD for the FTD Common Stock, subject in each case to applicable escheat or other abandoned property Laws.  Following the delivery of the FTD Common Stock to FTD (or its transfer agent), United Online expressly waives any claim to any such unclaimed FTD Common Stock delivered to FTD (or its transfer agent) pursuant to this Section 4.2(b) and United Online shall have no liability with respect to any such unclaimed FTD Common Stock.

(c)Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock and stock options of United Online shall be as provided in the Employee Matters Agreement.

ARTICLE V

CONDITIONS

Section 5.1Conditions Precedent to Consummation of the Transactions.  None of the Transactions shall become effective unless the following conditions have been satisfied or (except with respect to clauses (b) and (c) below) waived by the Board of Directors of United Online, in its sole and absolute discretion, at or before the Distribution Time:

(a)the Board of Directors of United Online shall have approved the Transactions, including the declaration of the Distribution, which approval may be given or withheld at its sole and absolute discretion;

(b)the SEC has declared effective the Registration Statement on Form 10, with no stop order in effect with respect thereto, and with no proceedings for such purpose pending or threatened by the SEC;

(c)FTD shall have mailed the Information Statement (and such other information concerning FTD, the FTD Business, FTD’s operations and management, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the Record Holders;

(d)all other actions and filings necessary or appropriate under applicable federal or state securities Laws and state blue sky Laws in connection with the Transactions shall have been taken;

(e)the IRS Ruling shall remain in full force and effect and shall not have been modified or amended in any respect adversely affecting the Intended Tax-Free Treatment of the Distribution;

(f)United Online shall have received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (which opinion will rely upon the effectiveness of the IRS Ruling), dated as of the Distribution Date, in form and substance acceptable to the Parties substantially to the effect that, among other things, the Distribution will qualify as a tax-free transaction under Section 355 of the Code;

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(g)the FTD Common Stock to be distributed pursuant to the Distribution and related transactions shall have been accepted for listing on NASDAQ, subject to official notice of issuance;

(h)the Ancillary Agreements shall have been executed and delivered by each of the Parties thereto and no Party to any of the Ancillary Agreements will be in material breach of any such agreement;

(i)any material Governmental Approvals and Consents necessary to consummate the Transactions or any portion thereof shall have been obtained and be in full force and effect;

(j)no preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority shall be in effect preventing the consummation of, or materially limiting the benefits of, the Transactions; and

(k)no other event or development shall have occurred or failed to occur that, in the judgment of the Board of Directors of United Online, in its sole discretion, prevents the consummation of the Transactions or any portion thereof or makes the consummation of the Transactions inadvisable.

Section 5.2Right Not to Close.  Each of the conditions set forth in Section 5.1 is for the benefit of United Online and the Board of Directors of United Online may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part (other than the conditions set forth in Section 5.1(b) and Section 5.1(c) above).  Any determination made by the Board of Directors of United Online concerning the satisfaction or waiver of any or all of the conditions in Section 5.1 will be conclusive and binding on the Parties.  The satisfaction of the conditions set forth in Section 5.1 will not create any obligation on the part of United Online to any other Person to effect any of the Transactions or in any way limit United Online’ right to terminate this Agreement and the Ancillary Agreements as set forth in Section 11.1 or alter the consequences of any termination from those specified in Section 11.2.

ARTICLE VI

NO REPRESENTATIONS OR WARRANTIES

Section 6.1Disclaimer of Representations and Warranties.  EACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, NO PARTY IS REPRESENTING OR WARRANTING IN ANY WAY AS TO (A) THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, (B) ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, (C) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF ANY PARTY, (D) THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR (E) THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR

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INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.

Section 6.2As Is, Where Is.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED  AS IS, WHERE IS, WITH ALL FAULTS.

ARTICLE VII

CERTAIN COVENANTS AND ADDITIONAL AGREEMENTS

Section 7.1Insurance Matters.

(a)General.  Each Insurance Policy owned or maintained by or on behalf of the UOL Entities that relates exclusively to (i) the FTD Business (“FTD Specific Policies”) shall be an FTD Asset and (ii) the UOL Businesses shall be a UOL Asset.  All other Insurance Policies shall be subject to the provisions of Section 7.1(b).

(b)Combined Policies.  United Online hereby agrees to use its commercially reasonable efforts to take the following actions, effective in each case prior to or on the Distribution Date (it being understood that FTD shall be responsible for all premiums, costs and fees associated with (x) any new Insurance Policies placed for the benefit of FTD pursuant to this Section 7.1(b) and (y) any incremental increase in any Insurance Policy’s premiums, costs and fees associated with the prior acts coverage or with the transitional services coverage relating to the Transition Services Agreement):

(i)allow each Insurance Policy listed in Schedule 7.1(b)(i) (the “Occurrence Based Policies”) to expire by its terms and place separate policies for each of United Online and FTD on substantially similar terms as the Occurrence Based Policies; and

(ii)allow each Insurance Policy listed in Schedule 7.1(b)(ii) (the “Claims Made Policies” and together with the Occurrence Based Policies, the “Combined Policies”) to expire by its terms and place separate policies for each of United Online and FTD on substantially similar terms as the Claims Made Policies and, in the case of United Online’s Claims Made Policies, including prior acts coverage with full retroactivity for United Online and FTD if such coverage is available and commercially reasonable, as determined by United Online.

(c)D&O Policies.

(i)United Online shall cause each Insurance Policy with respect to those Persons who are currently covered by the UOL Entities’ existing directors and officers Insurance Policies (the “Existing D&O Policies”) to be renewed as of the Distribution Date on substantially similar terms as the Existing D&O Policies, but with an exclusion for claims that arise out of, or are primarily related to, the FTD Assets, serving as a director or officer of the FTD Entities, or the operation of the FTD Business.

(ii)FTD shall cause directors and officers Insurance Policies to be put in place as of the Distribution Date for the benefit of directors and officers of

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the FTD Entities (it being understood that FTD shall be responsible for all premiums, costs and fees associated with such policies).

(iii)For the six-year period commencing immediately after the Distribution Date, United Online shall maintain in effect prepaid run-off tail coverage (the “Run-Off Policy”) for claims that arise out of, or are primarily related to, the FTD Assets, serving as a director or officer of the FTD Entities, or the operation of the FTD Business prior to the Distribution Date, with respect to those Persons who are currently covered by the Existing D&O Policies, on terms and at limits no less favorable than the coverage currently provided under such policies.  All premiums and commissions due with respect to the Run-Off Policy shall be paid by FTD.

(d)Pre-Distribution Claims.

(i)For any claim asserted against any member of the FTD Entities after the Distribution Date arising out of an occurrence or Loss taking place prior to the Distribution Date (“Pre-Distribution Claim”), the applicable member of the FTD Entities may access coverage under any of the Insurance Policies under which the applicable member of the FTD Entities is insured and United Online shall cooperate with the applicable member of the FTD Entities in connection with the tendering of such claims.

(ii)In the event that a Pre-Distribution Claim relates to the same occurrence for which any member of the UOL Entities is seeking coverage under an Insurance Policy, and the limits under the applicable Insurance Policy are not sufficient to fund all covered claims of the applicable member of the UOL Entities and the applicable member of the FTD Entities, amounts due under such Insurance Policy shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite.

(iii)After the Distribution Date, any third party administrator fees and deposits related to claims made under any Insurance Policy shall be paid in accordance with the protocol historically used prior to the Distribution Date.

(e)Retentions/Deductibles.

(i)For any Pre-Distribution Claim made after the Distribution Date, all amounts necessary to exhaust or otherwise satisfy all applicable retentions, deductibles or other amounts not covered by such policy shall be:

(A)paid by United Online to the extent such claim relates exclusively to the UOL Businesses;

(B)paid by FTD to the extent such claim relates exclusively to the FTD Business; or

(C)split equitably between United Online and FTD, as determined in United Online’s reasonable discretion, for all other claims, including any claim relating to general corporate matters.

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(ii)FTD shall be permitted to determine whether to settle any claim for which FTD is required to pay any applicable deductibles or retentions pursuant to Section 7.1(e)(i)(B); provided that FTD shall not enter into any such settlement without the consent (not to be unreasonably withheld, conditioned or delayed) of United Online if the settlement (A) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any UOL Entity, (B) does not release the UOL Entities from all liabilities and obligations with respect to such claim, (C) includes an admission of guilt or liability on behalf of any of the UOL Entities, or (D) is otherwise prejudicial to any of the UOL Entities.

(iii)For the avoidance of doubt, any dispute between the Parties arising out of or related to this Section 7.1(e) shall be subject to the dispute resolution provisions of Article X.

(f)Unearned Premium.  United Online and FTD shall be entitled to their respective interest in any unearned premium paid by any insurer as a result of the cancellation of any of the Combined Policies pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii).  Each Party’s respective interest in any unearned premium shall be determined based on the proportion of the premium paid by each Party with respect to such policy in accordance with the internal premium allocation model historically used prior to the Distribution Date.

(g)Expirations and Renewals.  With respect to any Combined Policy that expires prior to the Distribution Date, United Online shall, in its sole discretion, take any of the following actions:  (i) allow the policy to expire and place separate policies for United Online and FTD in accordance with Section 7.1(b), as applicable, (ii) extend the policy through the Distribution Date or (iii) renew the policy.

(h)Copies of Policies.  As soon as reasonably practical following the Distribution Date, United Online shall, at its own expense, provide to FTD copies of all FTD Specific Policies and all Combined Policies.  At any time after the Distribution Date, upon the reasonable request of FTD, United Online shall provide to FTD copies of all other documents related to any FTD Specific Policies or any Combined Policies (in each case, including without limitation, certificates of insurance, insurer quotes and documents provided to underwriters).

Section 7.2Use of Names.

(a)Except as otherwise provided in any Ancillary Agreement, as soon as practicable and in any event prior to the end of the period beginning on the Distribution Date and ending ninety (90) days thereafter (the “Transition Period”), the Parties, each at their own expense, shall remove, strike over or otherwise obliterate any and all exterior and interior signs and identifiers on Assets or properties owned or held by such Party or any member of its Group that show any affiliation with any member of the other Group.  United Online hereby grants to FTD and FTD hereby grants to United Online, and each Party shall cause the other members of its respective Group to grant to the other Party, during the Transition Period, a worldwide, non-exclusive, non-transferable, fully-paid and royalty-free license to use each member of their Group’s respective corporate names (“Other Party Marks”) on any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other material used in their respective businesses as of the Distribution Time.  Any use by either Party or any member of its Group of any of the Other Party Marks of the other Party as permitted in this Section 7.2 is subject to their compliance with the quality control requirements and guidelines in effect for the Other Party Marks as of the Distribution

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Time.  Notwithstanding the foregoing, United Online shall use commercially reasonable efforts to change all references to the Other Party Marks of FTD and each other member of its Group, and FTD shall use commercially reasonable efforts to change all references to the Other Party Marks of United Online and each other member of its Group, in each case, as soon as practicable following the Distribution Time.

(b)Except as otherwise provided in any Ancillary Agreement, at the end of the Transition Period, (i) without the prior written consent of United Online, FTD shall not, and shall cause each other member of its Group not to, use or display the name “United Online,” or any variations thereof, or other trademarks, trade names, logos or identifiers using any of such names or otherwise owned by or licensed to any member of the UOL Entities, or hold itself out as having any affiliation with United Online or any member of its Group and (ii) without the prior written consent of FTD, United Online shall not, and shall cause each other member of its Group not to, use or display the name “FTD,” “Interflora,” or any variations thereof, or other trademarks, trade names, logos or identifiers using any of such names or otherwise owned by or licensed to any member of the FTD Entities, or hold itself out as having any affiliation with FTD or any member of its Group; provided that notwithstanding the foregoing, nothing contained in this Agreement shall prevent any Party from using any other Party’s name in public filings with Governmental Authorities, materials intended for distribution to either Party’s stockholders or any other communication in any medium that describes the relationship between the Parties, including materials distributed to employees relating to the transition of employee benefit plans; provided that the continuation of references to such Other Party Marks in telephone directories (and other similar third party or incidental uses which are not capable of being updated within the time period set forth above) will not breach this Section 7.2; and provided that the foregoing shall not prohibit either Party or any member of a Party’s Group from making use of any Other Party Mark in a manner that would constitute “fair use” under applicable Law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the Party owning such Other Party Mark.

(c)Each Party shall use the Other Party Marks as allowed hereunder only in connection with goods or services that are of a level of quality at least equal to the quality of comparable goods or services marketed by that Party before the Distribution Time and that it will allow the Party owning the right to such Other Party Marks reasonable inspection rights, upon reasonable written notice, to ensure compliance with the foregoing.

Section 7.3Mail and Other Communications.

(a)From time to time following the Distribution Date, a member of one Group may receive mail, packages and other communications properly belonging to a member of the other Group.

(b)Accordingly, at all times after the Distribution Date:

(i)FTD authorizes each member of the UOL Entities to open all mail, packages and other communications received by any member of the UOL Entities, subject to the confidentiality provisions and restrictions in Section 8.7, and to the extent that any such mail, package or other communication does not relate solely to UOL Businesses, United Online shall, or shall cause any other applicable member of the UOL Entities to, promptly deliver such mail, package or other communication to a member of the FTD Entities; and

(ii)United Online authorizes each member of the FTD Entities to open all mail, packages and other communications received by any member of

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the FTD Entities, subject to the confidentiality provisions and restrictions in Section 8.7, and to the extent that any such mail, package or other communication does not relate solely to FTD Business, FTD shall, or shall cause any other applicable member of the FTD Entities to, promptly deliver such mail, package or other communication to a member of the UOL Entities.

(c)The provisions of this Section 7.3 are not intended to, and will not be deemed to, constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or will be deemed to be the agent of any other Party for service of process purposes.

Section 7.4Litigation

(a)Shared Litigation Matters.

(i)Control of Shared Litigation Matters.  United Online shall have the right to control the litigation and settlement of the Shared Litigation Matters; provided, however, that with respect to Shared Litigation Matters other than the Multistate Investigation (as defined in Schedule 7.4 hereto), United Online shall not enter into any settlement thereof without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants included in any settlements entered into by any FTD Entity prior to the proposed settlement; provided, further, that in the event the Multistate Investigation is not settled within the six (6) month period (the “Settlement Period”) following the Distribution Date, United Online shall not enter into any settlement of the Multistate Investigation without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the proposed settlement agreement includes non-monetary requirements or covenants applicable to any FTD Entity that are materially more restrictive than the non-monetary requirements or covenants that were included in the last draft of the settlement agreement proposed by the Attorneys General during the Settlement Period.  FTD agrees that the outside legal counsel currently retained by United Online in the Shared Litigation Matters may continue to represent the interests of both FTD and United Online. FTD shall use commercially reasonable efforts to cooperate with United Online with respect to such Shared Litigation Matters.

(ii)Allocation of Litigation Expenses.  United Online shall initially pay all joint attorneys’, accountants’, consultants’, expert witnesses’ and other professionals’ fees and expenses and all other out-of-pocket costs incurred on behalf of itself and FTD in the investigation, defense and/or evaluation of each Shared Litigation Matter (“Litigation Expenses”).  United Online shall periodically furnish to FTD copies of invoices paid by United Online for Litigation Expenses.  Within thirty (30) days of FTD’s receipt of such invoices, FTD shall pay United Online an amount equal to one-third of the Litigation Expenses (or such other share of the Litigation Expenses as reasonably determined by United Online), representing FTD’s estimated share of the Litigation Expenses.  For each Shared Litigation Matter, within sixty (60) days of the final determination of FTD’s allocation of liability pursuant to Section 7.4(a)(iii) below, United Online shall provide to FTD a proposed allocation of the Litigation Expenses between United Online and FTD, calculated to be in proportion to United Online’s and FTD’s respective allocated liability for the settlement or judgment of the Shared Litigation Matter.  If FTD does not object to the proposed allocation within sixty (60)

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days, FTD shall pay to United Online, or United Online shall pay to FTD, the amount necessary to true up the amounts contributed by each company to match the allocation of the Litigation Expenses.  If FTD provides United Online with a written notice of objection to United Online’s allocation of Litigation Expenses within such sixty (60) day period, United Online and FTD shall endeavor in good faith to negotiate a mutually agreeable allocation of such Litigation Expenses.  If FTD and United Online have not reached a mutually agreeable allocation of such Litigation Expenses within ninety (90) days of United Online’s receipt of such objection notice, either FTD or United Online may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X.  FTD shall be entitled to observe the litigation with counsel of its own selection at its own cost, and is responsible for the costs of its own in-house counsel and other internal personnel.

(iii)Allocation of Liability for Shared Litigation Matters.  United Online shall propose an allocation of liability for any judgment or settlement of a Shared Litigation Matter, based upon (A) if available, the allocation identified by a court verdict or, in the event of a settlement, the settling counterparty (i.e., the third party that United Online and/or FTD is entering into a settlement with), or, if neither is available, (B) the respective amount of revenue received by FTD and United Online from the post-transaction sales transactions at issue in the Shared Litigation Matter.  To the extent that a settlement or judgment is based on challenged practices other than, or other matters in addition to, the post-transaction sales transactions at issue in the Shared Litigation Matter, United Online shall in good faith determine an equitable apportionment of that part of the settlement or judgment as between United Online and FTD.  If FTD provides United Online with a written notice of objection to United Online’s allocation of liability within sixty (60) days of receipt of that allocation, United Online and FTD shall endeavor in good faith to negotiate a mutually agreeable allocation of such liability.  If FTD and United Online have not reached a mutually agreeable allocation of such liability within ninety (90) days of United Online’s receipt of such objection notice, either FTD or United Online may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X herein.  For the avoidance of doubt, FTD shall bear no liability for claims in the Shared Litigation Matters that are based on auto-renewal practices.

(b)Other Actions Primarily Relating to UOL Business.  United Online agrees that at all times from and after the Distribution, if an Action other than a Shared Litigation Matter, relating primarily to the UOL Business is commenced by a third party naming FTD Entities as a defendant thereto, then United Online shall use its reasonable best efforts to cause FTD to be removed from such Action; provided that if United Online is unable to cause FTD to be removed from such Action, United Online and FTD shall cooperate and consult to the extent reasonably necessary or advisable with respect to such Action, and United Online shall control and pay for the defense of such Action, and FTD shall be entitled to observe with counsel of its own selection at its own cost, and is responsible for the costs of its own in-house counsel and other internal personnel.  United Online shall control the settlement of such an Action; provided that United Online shall not enter into any such settlement without the consent (not to be unreasonably withheld, conditioned or delayed) of FTD if the settlement (i) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any FTD Entity, (ii) does not release the FTD Entities from all liabilities and obligations with respect to such Action, (iii) includes an admission of guilt or liability on behalf of any FTD Entity, or (iv) is otherwise prejudicial to any of the FTD Entities.  United Online shall in good faith determine an equitable apportionment of the settlement or judgment as between United Online and FTD.  If FTD provides United Online with a written notice of objection to United Online’s

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allocation of liability within sixty (60) days of receipt of that allocation, United Online and FTD shall endeavor in good faith to negotiate a mutually agreeable allocation of such liability.  If FTD and United Online have not reached a mutually agreeable allocation of such liability within ninety (90) days of United Online’s receipt of such objection notice, either FTD or United Online may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X herein.

(c)Other Actions Primarily Relating to FTD Business.  FTD agrees that at all times from and after the Distribution, if an Action other than a Shared Litigation Matter, relating primarily to the FTD Business is commenced by a third party naming UOL Entities as a defendant thereto, then FTD shall use its reasonable best efforts to cause UOL Entities to be removed from such Action; provided that if FTD is unable to cause UOL Entities to be removed from such Action, United Online and FTD shall cooperate and consult to the extent reasonably necessary or advisable with respect to such Action, and FTD shall control and pay for the defense of such Action, and United Online shall be entitled to observe with counsel of its own selection at its own cost, and is responsible for the costs of its own in-house counsel and other internal personnel.  FTD shall control the settlement of such an Action; provided that FTD shall not enter into any such settlement without the consent (not to be unreasonably withheld, conditioned or delayed) of United Online if the settlement (i) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any UOL Entity, (ii) does not release the UOL Entities from all liabilities and obligations with respect to such Action, (iii) includes an admission of guilt or liability on behalf of any UOL Entity, or is (iv) otherwise prejudicial to any of the UOL Entities.  FTD shall in good faith determine an equitable apportionment of the settlement or judgment as between FTD and United Online.  If United Online provides FTD with a written notice of objection to FTD’s allocation of liability within sixty (60) days of receipt of that allocation, FTD and United Online shall endeavor in good faith to negotiate a mutually agreeable allocation of such liability.  If United Online and FTD have not reached a mutually agreeable allocation of such liability within ninety (90) days of FTD’s receipt of such objection notice, either United Online or FTD may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article X herein.

(d)Other Actions Not Relating Primarily to UOL Business or FTD Business.  United Online and FTD agree that, at all times from and after the Distribution, if an Action other than a Shared Litigation Matter, which does not relate primarily to the UOL Business or the FTD Business is commenced by a third party naming both one or more UOL Entities Parties and one or more FTD Entities as defendants thereto, then United Online and FTD shall cooperate and consult to the extent reasonably necessary or advisable with respect to such Action, and each Party shall bear its own costs of defending such Action.

(e)Certain Actions Relating Only to FTD Business.  United Online and FTD agree that if an Action other than a Shared Litigation Matter, which asserts claims that arise out of or relate to any of the practices challenged in the Shared Litigation Matters listed on Schedule 7.4, is commenced by a third party naming one or more FTD Entities as defendants thereto, then United Online shall have the option to jointly control the litigation of such Action, but may at any time transfer full control of all or part of such Action to FTD.  United Online shall provide FTD with thirty (30) days’ notice of any such transfer.  FTD shall cooperate and consult to the extent reasonably necessary or advisable with respect to such Action.

(f)Third-Party Actions Arising From the Transactions.  Except as set forth in the Ancillary Agreements, and subject to Section 9.2(c) and Section 9.3(c), United Online and FTD agree that if an Action that challenges, arises from, or relates to the Transactions, is commenced by a third party naming one or more FTD Entities or one or more UOL Entities, or any of their respective directors

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or officers as defendants thereto, such Action shall be treated as a Shared Litigation Matter.  FTD and United Online shall cooperate and consult to the extent reasonably necessary or advisable with respect to such Action.

Section 7.5Assumption of Certain Liabilities Under Indemnification Agreements.  Notwithstanding any provision to the contrary, FTD agrees that FTD Liabilities includes all Liabilities of the UOL Entities to any former or current director or officer of the UOL Entities under any indemnification agreement with such director or officer, solely to the extent that such Liabilities arise out of, or primarily relate to, the FTD Assets, serving as a director or officer of the FTD Entities, or the operation of the FTD Business.

Section 7.6Licenses.

(a)United Online, for itself and on behalf of the UOL Subsidiaries, hereby grants, and shall cause the UOL Subsidiaries to grant, to FTD a worldwide, perpetual, irrevocable, nonexclusive, sublicensable, royalty-free, transferable right and license to use, copy, distribute and create derivative works of the Shared IP owned by the UOL Entities.  FTD, for itself and on behalf of the FTD Subsidiaries, hereby grants, and shall cause the FTD Subsidiaries to grant, to UOL a worldwide, perpetual, irrevocable, nonexclusive, sublicensable, royalty-free, transferable right and license to use, copy, distribute and create derivative works of the Shared IP owned by the FTD Entities.

(b)United Online, for itself and as a representative of the UOL Subsidiaries, hereby grants, and shall cause the UOL Subsidiaries to grant, to FTD a worldwide, perpetual, irrevocable, nonexclusive, royalty-free, non-transferable (except to a successor of all or substantially all of the FTD Assets) right and license to use and create derivative works of the Shared Scripts.  FTD agrees that the Shared Scripts constitute Confidential Information of the UOL Entities, such that the provisions in Section 8.7 shall apply thereto.  For clarity, FTD shall not, and shall cause its sublicensees to not, combine any Shared Scripts with open source code such that any Shared Scripts are disclosed or provided to third parties.  The foregoing license shall not be sublicensable except to FTD’s Affiliates and subcontractors; provided that FTD obligates any sublicensees to abide by confidentiality obligations at least as stringent as those set forth herein.  FTD acknowledges that the Shared Scripts are provided by United Online “as-is” and that the limitation of liability set forth in Section 8.5 shall apply thereto.

ARTICLE VIII

ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE

Section 8.1Agreement for Exchange of Information.

(a)Subject to Section 8.1(b):

(i)for a period of six (6) years following the Distribution Date, as soon as reasonably practicable after written request:  (A) United Online shall afford to any member of the FTD Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to preserve the completeness and integrity of the Information, to, or, at the FTD Entities’ expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the UOL Entities immediately following the Distribution Date that relates to any member of the FTD Entities, the FTD Business or the employees or former employees of the FTD

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Business and (B) FTD shall afford to any member of the UOL Entities and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the UOL Entities’ expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTD Entities immediately following the Distribution Date that relates to any member of the UOL Entities, the FTD Entities, the UOL Businesses, the FTD Business, or the employees or former employees of the UOL Businesses or the FTD Business; and

(ii)for a period of two (2) years following the Distribution Date, as soon as reasonably practicable after written request:  (A) to the extent that information or knowledge with respect to the FTD Business as of or prior to the Distribution Time is available through discussions with employees of any member of the UOL Entities, United Online shall make such employees reasonably available to FTD to provide such information or knowledge and (B) to the extent that information or knowledge relating to the UOL Businesses or the FTD Business as of or prior to the Distribution Time is available through discussions with employees of any member of the FTD Entities, FTD shall make such employees reasonably available to United Online to provide such information or knowledge;

provided that in the event that FTD or United Online, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided that to the extent specific information- or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided that the 6-year period in Section 8.1(a)(i) or the 2-year period in Section 8.1(a)(ii), as applicable, shall be extended with respect to requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is finally resolved.

(b)A request for information under Section 8.1(a) may be made:  (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any action, suit or proceeding in which any member of the UOL Entities is adverse to any member of the FTD Entities, or vice versa), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement.

(c)Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any Party to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such requesting Party for the fiscal year during which the Distribution Date occurs), FTD shall use its commercially reasonable efforts to cooperate with any requests from any member of the UOL Entities pursuant to Section 8.1(a) and United Online shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTD Entities pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable to comply with reporting, disclosure, filing or other

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requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such requesting Party.

Section 8.2Ownership of Information.  Any information owned by any Party that is provided to a requesting Party pursuant to Section 8.1(a) shall be deemed to remain the property of the providing Party.  Unless specifically set forth herein, nothing contained in this Agreement shall be construed to grant or confer rights of license or otherwise to the requesting Party with respect to any such information. To the extent that any Confidential Information concerns or relates to one Party and not to the other Party, the Party to which the Confidential Information relates shall own such Confidential Information.

Section 8.3Compensation for Providing Information.  A Party requesting information pursuant to Section 8.1(a) agrees to reimburse the providing Party for the reasonable expenses, if any, of gathering and copying such information, to the extent that such expenses are incurred for the benefit of the requesting Party.

Section 8.4Retention of Records.  To facilitate the exchange of information pursuant to this Article VIII after the Distribution Date, for a period of six (6) years following the Distribution Date, except as otherwise required or agreed in writing, the Parties agree to use commercially reasonable efforts to retain, or cause to be retained, all information in their, or any member of their Group’s, respective possession or control on the Distribution Date in accordance with the policies and procedures of United Online as in effect on the Distribution Date.

Section 8.5Limitation of Liability.  No Party shall have any Liability to the other Party (a) if any historical information exchanged or provided pursuant to this Article VIII is found to be inaccurate, in the absence of gross negligence or willful misconduct by the Party that provided such information or (b) if any information is destroyed despite using commercially reasonable efforts to comply with the provisions of Section 8.4.

Section 8.6Production of Witnesses.  At all times from and after the Distribution Date, upon reasonable request:

(a)FTD shall use commercially reasonable efforts to make available, or cause to be made available, to any member of the UOL Entities, the directors, officers, employees and agents of any member of the FTD Entities as witnesses to the extent that the same may reasonably be required by the requesting Party (giving consideration to business demands of such directors, officers, employees and agents) in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, except in the case of any action, suit or proceeding in which any member of the FTD Entities is adverse to any member of the UOL Entities; and

(b)United Online shall use commercially reasonable efforts to make available, or cause to be made available, to any member of the FTD Entities, the directors, officers, employees and agents of any member of the UOL Entities as witnesses to the extent that the same may reasonably be required by the requesting Party (giving consideration to business demands of such directors, officers, employees and agents) in connection with any legal, administrative or other proceeding in which the requesting Party may from time to time be involved, except in the case of any action, suit or proceeding in which any member of the UOL Entities is adverse to any member of the FTD Entities.

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Section 8.7Confidentiality.

(a)FTD (on behalf of itself and each other member of its Group) and United Online (on behalf of itself and each other member of its Group) shall hold, and shall cause each of their respective Affiliates to hold, and each of the foregoing shall cause their respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any purpose other than as expressly permitted pursuant to this Agreement or the Ancillary Agreements, any and all Confidential Information concerning any member of the other Group without the prior written consent of such member of the other Group; provided that the Parties may disclose, or may permit disclosure of, such Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties hereunder and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Affiliates are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, or (iii) as necessary in order to permit a Party to prepare and disclose its financial statements, or other disclosures required by Law or such applicable stock exchange.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Party requested to disclose Confidential Information concerning a member of the other Group, shall promptly notify such member of the other Group of the existence of such request or demand and, to the extent commercially practicable, shall provide such member of the other Group thirty (30) days (or such lesser period as is commercially practicable) to seek an appropriate protective order or other remedy, which the Parties will cooperate in obtaining.  In the event that such appropriate protective order or other remedy is not obtained, the Party that is required to disclose Confidential Information about a member of the Group shall furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to ensure that confidential treatment is accorded such information.

(b)Notwithstanding anything to the contrary set forth herein, the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information of any member of the other Group if they exercise the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar Confidential Information.

(c)Upon the written request of a member of a Group, FTD or United Online, as applicable, shall take, or shall cause the applicable members of their Group to take, reasonable steps to promptly (i) deliver to the requesting Party all original copies of Confidential Information (whether written or electronic) concerning the requesting Party or any member of its Group that is in the possession of the non-requesting Party or any member of its Group and (ii) if specifically requested by the requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom), unless such delivery or destruction would violate any Law; provided that the non-requesting Party shall not be obligated to destroy Confidential Information that is required by or relates to the business of the non-requesting Party or any member of its Group.  Upon the written request of the requesting Party, FTD or United Online, as applicable, shall cause one of their, or another applicable member of their Group’s, duly authorized officers to certify in writing to the requesting Party that the requirements of the preceding sentence have been satisfied in full.

(d)In connection with the exchange of information under this Agreement, the Parties will mutually determine the secured means by which information will be exchanged, including, without limitation, by establishing virtual private network (or VPN) access or providing active accounts to designated personnel of the applicable Party. If a Party hereunder (or a subsidiary of such Party) (the

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“Accessing Party”) is given access to the computer systems or software (collectively, “Systems”) of the other Party (or a subsidiary of such other Party) in connection with the exchange of information under this Agreement, the Accessing Party shall comply (or cause its subsidiary to comply) with all of the system security policies, procedures and requirements (collectively, “Security Regulations”) of the other Party (or the subsidiary of such other Party), and shall not (or shall cause its subsidiary not to) tamper with, compromise or circumvent any security or audit measures employed by the other Party (or the subsidiary of such other Party).  The Accessing Party shall (or shall cause its subsidiary to) access and use only those Systems of the other Party (or a subsidiary of such other Party) for which it has been granted the right to access and use, it being understood that the other Party shall be solely responsible for terminating the Accessing Party’s (or its subsidiary’s) access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Accessing Party.  The Accessing Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of its subsidiary) who are specifically authorized to have access to the other Party’s Systems (or the Systems of a subsidiary of such other Party) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel (or the personnel of its subsidiary) of the restrictions set forth in this Agreement and of the other Party’s Security Regulations.

Section 8.8Privileged Matters.

(a)Pre-Distribution Services.  The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Time have been and will be rendered for the collective benefit of the Parties and their Affiliates, and that each of the Parties and their Affiliates should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges that may be asserted under applicable Law.

(b)Post-Distribution Services.  The Parties recognize that legal and other professional services will be provided following the Distribution Time that will be rendered solely for the benefit of FTD and its Affiliates or United Online and its Affiliates, as the case may be.  With respect to such post-Distribution services, the Parties agrees as follows:

(i)United Online shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the UOL Businesses, whether or not the privileged information is in the possession of or under the control of United Online or FTD.  United Online shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting UOL Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the UOL Entities, whether or not the privileged information is in the possession of or under the control of United Online or FTD; and

(ii)FTD shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the FTD Business, whether or not the privileged information is in the possession of or under the control of United Online or FTD.  FTD shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting FTD Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the FTD Entities, whether or not the

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privileged information is in the possession of or under the control of United Online or FTD.

(c)The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 8.8, with respect to all privileges not allocated pursuant to the terms of Section 8.8(b) and with respect to the Shared Litigation Matters.  FTD may not waive, and shall cause each other member of the FTD Entities not to waive, any privilege that could be asserted by a member of the UOL Entities under any applicable Law, and in which a member of the UOL Entities has a shared privilege, without the consent of United Online, which consent shall not be unreasonably withheld, conditioned or delayed or as provided in Section 8.8(d) or Section 8.8(e) below.  United Online may not waive, and shall cause each other member of the UOL Entities not to waive, any privilege that could be asserted by a member of the FTD Entities under any applicable Law, and in which a member of the FTD Entities has a shared privilege, without the consent of FTD, which consent shall not be unreasonably withheld, conditioned or delayed or as provided in Section 8.8(d) or Section 8.8(e) below.

(d)In the event of any litigation or dispute between or among FTD and United Online, or any members of their respective Groups, the Parties may waive a privilege in which a member of the other Group has a shared privilege, without obtaining the consent from any other Party; provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third Parties.

(e)If a dispute arises between or among FTD and United Online, or any members of their respective Groups, regarding whether a privilege should be waived to protect or advance the interest of a Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of such Party and shall not unreasonably withhold consent to any request for waiver by such Party.  Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests or the legitimate interests of any other member of its Group.

(f)Upon receipt by either Party, or by any member of its Group, of any subpoena, discovery or other request which requires for the production or disclosure of information which such Party knows is subject to a shared privilege or as to which a member of the other Group has the sole right hereunder to assert or waive a privilege, or if either Party obtains knowledge that any of its or any other member of its Group’s current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which requires the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 8.8 or otherwise to prevent the production or disclosure of such privileged information.

(g)The access to information being granted pursuant to Section 8.1, the agreement to provide witnesses and individuals pursuant to Section 8.6 hereof, and the transfer of privileged information between and among the Parties and the members of their respective Groups pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement, any of the Ancillary Agreements or otherwise.

Section 8.9Financial Information Certifications.

(a)In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of each of the Parties to make the certifications

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required of them under Section 302 of the Sarbanes-Oxley Act of 2002, within thirty (30) days following the end of any fiscal quarter during which FTD was a Subsidiary of United Online, and within thirty-five (35) days following the end of any fiscal year during which FTD was a Subsidiary of United Online, the other Party shall provide, or cause to be provided by any other applicable member of its Group, a certification statement with respect to testing of internal controls for corporate and shared services processes and other accounting disclosure matters to be reasonably and mutually agreed upon, for such quarter, year or portion thereof to those certifying officers and employees, which certification shall be in substantially the same form as has been provided by officers or employees in certifications delivered prior to the Distribution Date in the case of the third quarter of 2013, and in a reasonable and mutually agreed upon form in the case of the year ended December 31, 2013 (provided that such certification shall be made by the relevant Party or any other applicable member of its Group rather than individual officers or employees), or as otherwise agreed upon between the Parties.

(b)Notwithstanding the foregoing clause (a) of this Section 8.9, in connection with the audit of United Online’s financial statements for the year ended December 31, 2013 as it relates to the period during which FTD was a Subsidiary of United Online, FTD agrees to cooperate with United Online and its accounting firm and timely provide, and/or provide access to, any reasonably requested information, records and employees so as to enable United Online and its accounting firm to complete by December 31, 2013 the audit processes and procedures related to the discontinued operations for the ten-month period ended October 31, 2013.

(c)Upon FTD’s request, United Online shall provide a certification statement related to FTD’s compliance with the Credit Agreement during the third quarter of 2013, and during the portion of the fourth quarter of 2013 during which FTD was a Subsidiary of United Online, which certification shall be in a reasonable and mutually agreed upon form and shall relate to only those covenants or provisions of the Credit Agreement as to which United Online’s employees had primary responsibility while FTD was a Subsidiary of United Online prior to the Distribution Date (provided that such certification shall be made by United Online rather than individual officers or employees).

(d)Upon the request of FTD’s accounting firm in connection with completing an audit or review of FTD’s financial statements, United Online shall request any outside law firms engaged by United Online with respect to Shared Litigation that is under the control of United Online to provide oral or written updates with respect thereto as reasonably requested by such accounting firm.

ARTICLE IX

MUTUAL RELEASES; INDEMNIFICATION

Section 9.1Release of Pre-Distribution Claims.

(a)Except as provided in Section 9.1(d) and Section 9.1(f), effective as of the Distribution Time, FTD does hereby, on behalf of itself and each member of the FTD Entities, release and forever discharge each UOL Indemnitee, from any and all Liabilities whatsoever to any member of the FTD Entities, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Distribution Time, including in connection with the Transactions.

(b)Except as provided in Section 9.1(d) and Section 9.1(f), effective as of the Distribution Time, United Online does hereby, for itself and each other member of the UOL Entities,

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release and forever discharge each FTD Indemnitee from any and all Liabilities whatsoever to any member of the UOL Entities, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Distribution Time, including in connection with the Transactions.

(c)The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both.  Accordingly, the Parties are deemed expressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (as well as any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar or comparable to Section 1542), which Section provides:  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.  The Parties are hereby deemed to agree that the provisions of Section 1542 and all similar federal or state laws, rights, rules, or legal principles of California or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 9.1(a) and Section 9.1(b).

(d)Nothing contained in Section 9.1(a) or Section 9.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement.  Without limiting the foregoing, nothing contained in Section 9.1(a) or Section 9.1(b) shall release any Person from:

(i)any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of that Group under, this Agreement or any Ancillary Agreement;

(ii)any Liability that such Person may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought by third Persons, which Liability shall be governed by the provisions of this Article IX and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iii)any unpaid accounts payable or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the UOL Entities from any member of the FTD Entities, or by any member of the FTD Entities from any member of the UOL Entities; or

(iv)any Liability the release of which would result in the release of any Person other than an Indemnitee; provided that the Parties agree not to bring suit, or permit any other member of their respective Group to bring suit, against any Indemnitee with respect to such Liability.

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(e)FTD shall not make, and shall not permit any other member of the FTD Entities to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against any UOL Indemnitee with respect to any Liabilities released pursuant to Section 9.1(a).  United Online shall not make, and shall not permit any member of the UOL Entities to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any FTD Indemnitee with respect to any Liabilities released pursuant to Section 9.1(b).

(f)Nothing contained in Section 9.1(a) or Section 9.1(b) shall release or discharge the UOL Entities or FTD Entities from any matter covered in Section 7.4(a) or Section 7.4(f).

Section 9.2Indemnification by FTD.  Except as provided in Section 7.4(a), Section 7.4(f), Section 9.4 or Section 9.5, FTD shall, and, in the case of Section 9.2(a) or Section 9.2(b), shall in addition cause another Appropriate Member of the FTD Entities to, indemnify, defend and hold harmless, the UOL Indemnitees from and against any and all Losses of the UOL Indemnitees relating to, arising out of or resulting from any of the following (without duplication):

(a)any FTD Liability, including the failure of any member of the FTD Entities or any other Person to pay, perform or otherwise promptly discharge any FTD Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time;

(b)any breach by any member of the FTD Entities of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

(c)with respect to all information contained in the Registration Statement or the Information Statement (other than information regarding any member of the UOL Entities provided by any member of the UOL Entities in writing to FTD expressly for inclusion in the Registration Statement or the Information Statement), any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.  As used in this Section 9.2, “Appropriate Member of the FTD Entities” means the member or members of the FTD Entities, if any, whose acts, conduct or omissions or failures to act caused, gave rise to or resulted in the Loss from and against which indemnity is provided.

Section 9.3Indemnification by United Online.  Except as provided in Section 7.4(a), Section 7.4(f),  Section 9.4 or Section 9.5, United Online shall, and, in the case of Section 9.3(a) or Section 9.3(b), shall in addition cause any other Appropriate Member of the UOL Entities to, indemnify, defend and hold harmless the FTD Indemnitees from and against any and all Losses of the FTD Indemnitees relating to, arising out of or resulting from any of the following (without duplication):

(a)any UOL Liability, including the failure of any member of the UOL Entities or any other Person to pay, perform or otherwise promptly discharge any UOL Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time;

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(b)any breach by any member of the UOL Entities of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

(c)solely with respect to information regarding any member of the UOL Entities provided by any member of the UOL Entities in writing to FTD expressly for inclusion in the Registration Statement or the Information Statement, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.  As used in this Section 9.3, “Appropriate Member of the UOL Entities” means the member or members of the UOL Entities, if any, whose acts, conduct or omissions or failures to act caused, gave rise to or resulted in the Loss from and against which indemnity is provided.

Section 9.4Procedures for Indemnification.

(a)An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination.  Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b)If a claim or demand is made against an Indemnitee by any Person who is not a Party to this Agreement or an Affiliate of a Party (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided that the failure to provide notice of any such Third-Party Claim shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice).  Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.

(c)An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably

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acceptable to the Indemnitee, if it gives written notice of its intention to do so (including a statement that the Indemnitee is entitled to indemnification under this Article IX) to the applicable Indemnitees within thirty (30) days of the receipt of notice from such Indemnitees of the Third-Party Claim (failure of the Indemnifying Party to respond within such thirty (30) day period shall be deemed to be an election by the Indemnifying Party not to assume the defense for such Third-Party Claim).  After a notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the good faith judgment of the Indemnitee, result in the loss of any existing privilege with respect to such information or violate any applicable Law.

(d)Notwithstanding anything to the contrary in this Section 9.4, in the event that (i) an Indemnifying Party elects not to assume the defense of a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the Indemnitee, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the Indemnitee’s exposure to Liability in connection with such Third-Party Claim is reasonably expected to exceed the Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder, or (v) the Party making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material Assets, such Indemnitee shall be entitled to control the defense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing (such counsel to be reasonably acceptable to the Indemnifying Party).  If the Indemnitee is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnitee in such defense and make available to the Indemnitee all witnesses and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee; provided that such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the good faith judgment of the Indemnifying Party, result in the loss of any existing privilege with respect to such information or violate any applicable Law.

(e)Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).  If an Indemnifying Party has failed to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(f)In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee, does not release the Indemnitee from all liabilities and obligations with

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respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee.

(g)Absent fraud or intentional misconduct by an Indemnifying Party, the indemnification provisions of this Article IX shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement or any Ancillary Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article IX against any Indemnifying Party.

Section 9.5Indemnification Obligations Net of Insurance Proceeds.  The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article IX (an “Indemnifiable Loss”) will be net of Insurance Proceeds that actually reduce the amount of the Loss.  Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnitee will be reduced by any Insurance Proceeds actually recovered by or on behalf of the Indemnitee in reduction of the related Loss.  If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Loss and subsequently receives Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payments received over the amount of the Indemnity Payments that would have been due if the Insurance Proceeds recovery had been received, realized or recovered before the Indemnity Payments were made.  The Indemnitee shall use and cause its Affiliates to use commercially reasonable efforts to recover any Insurance Proceeds to which the Indemnitee is entitled with respect to any Indemnifiable Loss.  The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained in this Article IX and otherwise determined to be due and owing by an Indemnifying Party; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against a concurrent written assignment by the Indemnitee to the Indemnifying Party of the portion of the claim of the Indemnitee for such insurance or against such third party equal to the amount of such payment.  The Indemnitee shall use and cause its Affiliates to use commercially reasonable efforts to assist the Indemnifying Party in recovering or to recover on behalf of the Indemnifying Party, any Insurance Proceeds to which the Indemnifying Party is entitled with respect to any Indemnifiable Loss as a result of such assignment.  The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such Insurance Proceeds; provided that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items which (i) in such Party’s good faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a third party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction.  Unless the Indemnifying Party has made payment in full of any Indemnifiable Loss, such Indemnifying Party shall use and cause its Affiliates to use commercially reasonable efforts to recover any Insurance Proceeds to which it or such Affiliate is entitled with respect to any Indemnifiable Loss.

Section 9.6Indemnification Obligations Net of Taxes.  The Parties intend that any Indemnifiable Loss will be net of Taxes.  Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment.  Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for

36

Taxes that occurs in connection with the final resolution of an audit by a taxing authority.  For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law.  Except with respect to any Indemnity Payment for Losses relating to a breach of the Tax Sharing Agreement, which Indemnity Payments shall be treated in accordance with the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any Indemnity Payment paid pursuant to this Article IX as a capital contribution made by United Online to FTD or as a distribution made by FTD to United Online, as the case may be, on the date of this Agreement.

Section 9.7Contribution.  If the indemnification provided for in this Article IX is unavailable to an Indemnitee in respect of any Indemnifiable Loss, then the Indemnifying Party, in lieu of indemnifying such Indemnitee, shall contribute to the Losses paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of FTD and each other member of the FTD Entities, on the one hand, and United Online and each other member of the UOL Entities, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 9.8Remedies Cumulative.  The remedies provided in this Article IX shall be cumulative and, subject to the provisions of Article X, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 9.9Survival of Indemnities.  The rights and obligations of each of the Parties and their respective Indemnitees under this Article IX shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein, and shall survive the sale or other transfer by any Party or any of its Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities.

Section 9.10Limitation of Liability.  EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN ANY ANCILLARY AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE X

DISPUTE RESOLUTION

Section 10.1Appointed Representative.  Each Party shall appoint a representative who shall be responsible for administering the dispute resolution provisions in Section 10.2 (each, an “Appointed Representative”).  Each Appointed Representative shall have the authority to resolve any Agreement Disputes on behalf of the Party appointing such representative.

Section 10.2Negotiation and Dispute Resolution.

(a)Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim arising out of, in connection with, or in relation

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to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby (each, an “Agreement Dispute”), the Appointed Representatives shall negotiate in good faith for a reasonable period of time, and not less than thirty (30) days, to settle any such Agreement Dispute.

(b)Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes.

(c)If a satisfactory resolution of any Agreement Dispute is not achieved by the Appointed Representatives within a reasonable period of time, the Parties agree to seek to resolve such Agreement Dispute by mediation administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and its mediation rules, and to bear equally the costs of the mediation.  If the Agreement Dispute has not been resolved through mediation within ninety (90) days after the date of service of written notice of such Agreement Dispute, or such longer period as the Parties may mutually agree in writing (the “Mediation Period”), each Party will be entitled to refer the dispute to arbitration in accordance with Section 10.3.

Section 10.3Arbitration.

(a)If the Agreement Dispute has not been resolved for any reason during the Mediation Period, such Agreement Dispute shall be resolved, at the request of either Party, by arbitration administered by JAMS under its Arbitration Rules (the “JAMS Rules”), conducted in Los Angeles, California.  There shall be three arbitrators.  Each Party shall appoint one arbitrator.  The two party-appointed arbitrators shall agree on a third arbitrator who will chair the arbitral tribunal.  Any arbitrator not appointed within a reasonable time shall be appointed in accordance with the JAMS Rules.  Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation or enforceability of this Section 10.3 will be determined by the arbitrators.  In resolving any Agreement Dispute, the Parties intend that the arbitrators apply the substantive laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction.  The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final on the Parties, subject to review under the JAMS Optional Arbitration Appeal Procedure, which the Parties adopt and agree to implement (as it exists on the effective date of this Agreement) with respect to any interim or final award in an arbitration arising out of or related to an Agreement Dispute.  The JAMS appeal panel will consist of three retired appellate judges, selected pursuant to the JAMS Appellate Procedures.  The standard of review on such an appeal will be the same standard as the first-level federal appellate court in the jurisdiction that would apply to an appeal from a trial court decision.  For the avoidance of doubt, that standard of review shall de novo review of conclusions of law and mixed questions of law and fact, and factual findings shall be reviewed for clear error.  The Parties agree to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including any Los Angeles Superior Court for the State of California or federal court in the Central District of California.  The arbitrators shall be entitled, if appropriate, to award monetary damages and other remedies, including equitable remedies, subject to the provisions of Section 9.10.  Any interim measures granted by the arbitrators, including injunctive relief, shall be immediately appealable to a JAMS appeal panel under the same standards as applicable in the U.S. federal courts of appeal.  The Parties will use their commercially reasonable efforts to encourage the

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arbitrators to resolve any arbitration related to any Agreement Dispute as promptly as practicable.  Except as required by applicable Law, including disclosure or reporting requirements, the arbitrators and the Parties shall maintain the confidentiality of all information, records, reports, or other documents obtained in the course of the arbitration, and of all awards, orders, or other arbitral decisions rendered by the arbitrators.

(b)The arbitrators may consolidate arbitration under this Agreement with any arbitration arising under or relating to any of the Ancillary Agreements if the subject of the Agreement Disputes thereunder arise out of or relate essentially to the same set of facts or transactions.  Such consolidated arbitration will be determined by the arbitrators appointed for the arbitration proceeding that was commenced first in time.

(c)Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article X with respect to all matters not subject to such dispute resolution.

ARTICLE XI

TERMINATION

Section 11.1Termination.  This Agreement and each of the Ancillary Agreements may be terminated at any time prior to the Distribution Time by and in the sole discretion of United Online without the approval of any other Party.

Section 11.2Effect of Termination.  In the event of termination pursuant to Section 11.1, neither Party shall have any Liability of any kind to the other Party.

ARTICLE XII

MISCELLANEOUS

Section 12.1Further Assurances.  Subject to the limitations or other provisions of this Agreement and any Ancillary Agreement, (a) each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective the Transactions and to carry out the intent and purposes of this Agreement and the Ancillary Agreements, including using commercially reasonable efforts to obtain satisfaction of the conditions precedent in Article V or in any Ancillary Agreement within its reasonable control and to perform all covenants and agreements herein or in any Ancillary Agreement applicable to such Party or any member of its Group and, upon reasonable request, executing and delivering to the other Party or any member of its Group any other documents and materials, and take any further actions that are reasonably necessary for the other Party or member of its Group to perfect its title in or to any FTD Asset or UOL Asset assigned to such other Party or member of its Group hereunder (at the expense of the Party or member of its Group requesting that such further actions be taken) and (b) neither Party will, nor will either Party allow any other member of its Group to, without the prior written consent of the other Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay any of the Transactions.  Without limiting the generality of the foregoing, where the cooperation of third Parties, such as insurers or trustees, would be necessary in order for a Party to

39

completely fulfill its obligations under this Agreement or any Ancillary Agreement, such Party shall use commercially reasonable efforts to cause such third Parties to provide such cooperation.

Section 12.2Payment of Expenses.  Except as otherwise expressly provided in this Agreement or in any Ancillary Agreement, all fees, costs and expenses incurred by any of the FTD Entities or UOL Entities (i) from and after April 1, 2013, in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Registration Statement, the Information Statement, the Distribution, the Reverse Stock Split, and the consummation of the transactions contemplated by the foregoing (including, without limitation, any fees payable to United Online’s financial advisors, legal advisors and accountants) (collectively, “Transaction Expenses”) and (ii) relating to the transactions contemplated in Section 2.4 of this Agreement, shall be charged to and paid by FTD and shall be deemed to be FTD Liabilities.  United Online will pay FTD $50,000 as reimbursement for a portion of the Transaction Expenses related to the Reverse Stock Split.  All other transaction expenses shall be borne by the Party incurring such fees, costs and expenses.  For the avoidance of doubt, after the fifth Business Day following the Distribution Date, none of the UOL Entities shall be permitted to incur any new Transaction Expenses on behalf of any FTD Entities (it being understood that any Transaction Expenses related to commitments made prior to such date shall not be considered new Transaction Expenses for purposes of such restriction).  Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and a written demand therefor is made.  In the case of any Transaction Expenses that are billed to United Online rather than any of the FTD Entities, United Online will use its commercially reasonable efforts to provide FTD with invoices relating to amounts payable and accruals or other good faith estimates of such amounts under clauses (i) and (ii) above within 30 days of the Distribution Date.

Section 12.3Amendments and Waivers.

(a)Subject to Section 11.1, neither this Agreement nor any of the Ancillary Agreements may be amended except by an agreement in writing signed by both Parties.

(b)Any term or provision of this Agreement or of any Ancillary Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement or such Ancillary Agreement if it is in writing signed by an authorized representative of such Party.  No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy.  The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 12.4Late Payments.  Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded in writing and properly payable that are not paid within thirty (30) days of the date of such bill, invoice or other written demand) shall accrue interest at a rate per annum equal to 5%.

Section 12.5Entire Agreement.  This Agreement, the Ancillary Agreements and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof.

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Section 12.6Survival of Agreements.  Except as otherwise expressly contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Distribution Time and remain in full force and effect in accordance with their applicable terms.

Section 12.7Coordination With Tax Sharing Agreement. Except as specifically provided herein, this Agreement shall not apply to Taxes (which are covered by the Tax Sharing Agreement).  In the case of any conflict between this Agreement and the Tax Sharing Agreement in relation to any matter addressed in the Tax Sharing Agreement, the Tax Sharing Agreement shall prevail.

Section 12.8Coordination With Employee Matters Agreement.  Except as specifically provided herein, this Agreement shall not apply to employee compensation and benefit plans and programs (which are covered by the Employee Matters Agreement). In the case of any conflict between this Agreement and the Employee Matters Agreement in relation to any matter addressed in the Employee Matters Agreement, the Employee Matters Agreement shall prevail.

Section 12.9Third Party Beneficiaries.  Except (a) as provided in Article IX relating to Indemnitees and for the release of any Person provided under Section 9.1, (b) as provided in Section 7.1 relating to insured persons, (c) as provided in Section 8.1(a), and (d) as specifically provided in any Ancillary Agreement, this Agreement and the Ancillary Agreements are solely for the benefit of the Parties and should not be deemed to confer upon third Parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement or the Ancillary Agreements.

Section 12.10Notices.  All notices, requests, permissions, waivers and other communications hereunder or under any Ancillary Agreement shall be in writing and shall be deemed to have been duly given (a) when personally delivered to the intended recipient, (b) five (5) Business Days following sending by registered or certified mail, postage prepaid, (c) one (1) Business Day following sending by overnight delivery via a national courier service, and (d) when sent, if sent by facsimile, provided that the facsimile transmission is promptly confirmed and any facsimile or electronic mail, provided that the facsimile or electronic mail transmission is promptly confirmed, in each case, addressed to a Party at the following address for such Party:

(a)If to United Online:

United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, California  91367
Attention: General Counsel
Fax:  (818) 287-3010

(b)If to FTD:

FTD Companies, Inc.
3113 Woodcreek Drive
Downers Grove, Illinois  60515
Attention: General Counsel
Fax:  (630) 724-6651

Section 12.11Counterparts; Electronic Delivery.  This Agreement and the Ancillary Agreements may be executed in multiple counterparts, each of which when executed shall be deemed to

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be an original, but all of which together shall constitute one and the same agreement.  Execution and delivery of this Agreement, any Ancillary Agreement or any other documents pursuant to this Agreement or any Ancillary Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 12.12Severability.  If any term or other provision of this Agreement, any Ancillary Agreement or the Exhibits or Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement and the Ancillary Agreements shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement and the Ancillary Agreements so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible.  If any sentence in this Agreement or in any Ancillary Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 12.13Assignability; Binding Effect.  Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any of the Ancillary Agreements or any rights or obligations hereunder or thereunder without the prior written consent of the other Party hereto or thereto, and any attempt to assign this Agreement or any of the Ancillary Agreements without such consent shall be void and of no effect.  This Agreement and the Ancillary Agreements shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 12.14Governing Law.  This Agreement and the Ancillary Agreements shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 12.15Construction.  This Agreement and the Ancillary Agreements shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party.  The Parties represent that this Agreement and the Ancillary Agreements are entered into with full consideration of any and all rights which the Parties may have.  The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing.  The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement, the Ancillary Agreements and their rights and asserted rights in connection therewith.  The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement or any Ancillary Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement or any Ancillary Agreement.  The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or any Ancillary Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any Ancillary Agreement.

Section 12.16Performance.  Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein or in any Ancillary Agreement to be performed by any Subsidiary or Affiliate of such Party.

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Section 12.17Title and Headings.  Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement or any Ancillary Agreement.

Section 12.18Exhibits and Schedules.  The Exhibits and Schedules attached hereto or to any Ancillary Agreement are incorporated herein or therein by reference and shall be construed with and as an integral part of this Agreement or such Ancillary Agreement to the same extent as if the same had been set forth verbatim herein or therein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have signed this Separation and Distribution Agreement effective as of the date first set forth above.

UNITED ONLINE, INC.
By:	/s/ Neil P. Edwards
	Name:	Neil P. Edwards
	Title:	Executive Vice President and Chief Financial Officer
FTD COMPANIES, INC.
By:	/s/ Becky Sheehan
	Name:	Becky Sheehan
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Separation and Distribution Agreement]

Exhibit A

FTD Subsidiaries
(all entities are directly or indirectly wholly-owned by FTD Companies, Inc. unless otherwise indicated)

FTD Group, Inc.

FTD, Inc.

Value Network Service, Inc.

FTD.CA, Inc.

FTD International Corporation

Florists’ Transworld Delivery, Inc.

FTD Holdings, Incorporated

Renaissance Greeting Cards, Inc.

FTD Canada, Inc.

FTD.COM INC.

Flowers USA, Inc.

Interflora, Inc. (33-1/3% owned by Florists’ Transworld Delivery, Inc.; 33-1/3% owned by Interflora British Unit)

FTD UK Holdings Limited

Interflora Holdings Limited

Interflora Group Limited

Interflora Investments Limited

Interflora British Unit

I.S. Group Limited (20.37% owned by Interflora British Unit)

A-1

Exhibit B

UOL Subsidiaries
(all entities are directly or indirectly wholly-owned by United Online, Inc. unless otherwise indicated)

NetZero, Inc.

Juno Online Services, Inc.

Juno Internet Services, Inc.

Classmates Media Corporation

NetZero Modecom, Inc.

NetZero Wireless, Inc.

United Online Communications, Inc.

United Online Advertising Network, Inc.

United Online Web Services, Inc.

UOL Advertising, Inc.

United Online Software Development India Private Limited

Adcurate, Inc.

Classmates Media Corporation

FreeInternet.com, Inc.

Memory Lane, Inc.

MyPoints.com, Inc.

CMC Services, Inc.

Opobox, Inc.

Classmates International, Inc.

Yearbook Archives, Inc.

StayFriends GmbH

Klassträffen Sweden AB

Trombi Acquisition SARL

Klassenfreunde.ch GmbH

B-1

Exhibit C

Shared Scripts

[REDACTED]

C-1

Schedule 2.2(b)

Intercompany Agreements

Insertion Order dated [REDACTED], between [REDACTED] and [REDACTED].

Schedule 2.4(a)

FTD India Assets

Description	Category	Qty
Cisco Switch	Network Equipment	1
Cisco Switch	Network Equipment	1
Polycom Sound Station	Audio device	1
Polycom Video Conferencing Unit VSX 7000	VC Conf Device	1
Fax Machine	Fax Machine	1
HP Mini Printer,Cash Drawer,Thermal Receipt Printer,Swipe Reader, Barcode Scanne	Printers
Lexmark E360Dn Printer - 34S0583	Printers	1
Printer	Printers	1
Lexmark E3 Printer	Printers	1
Sun Servers purchased from Sum Micro Systems	Servers	7
HP RP 5700- 2 ,MINI USB Swipe Reader-2,APG Multipro Series Cash Drawer- Mu	Printer and Accessories	2
Seagate 300GB 10K RPM 2.5” SAS HDD 3 Nos	Server accessories	3
SEGATE 300 GB HDD- 5, Hitachi 300 GB HDD-1, 8 GB Memory Stic - 3	Server accessories	9
Dell PE 1850 Servers-15 Nos & BigIP-1	Servers	15
Desktops and Accessories	Desktops & Laptops	25
Projector Infocus	Projector	1
Cisco Switches	Network Equipment	4
25 Dell Power Edge Servers	Servers	25
Dell Power Edge 710 RM Servers 4 Nos	Servers	2
Desktops and Accessories	Desktops & Laptops	10
2 No.sDell PE Servers	Servers	2
Dell Laptops	Desktops & Laptops	10
Desktops and Accessories	Desktops & Laptops	20
Desktops and Accessories	Desktops & Laptops	50
Dell(TM) PowerEdge(TM) R720 Rack Mount Server	Servers	2
273685-Apple I Ph
273686-Apple I Ph
273687-Samsung No
273688-Dell PE R2
273689-Dell Power
EMC Backup hardware	Server	2
Racks	Furniture	6
Slotted Angle Racks	Furniture
Server Racks	Furniture	2
Data Center Rack	Furniture	2
EMC Storage Hardware	Server

Schedule 2.4(b)

FTD India Lease

Lease Agreement dated September 7, 2012, between Sarwarunnisa Begum and United Online Software Development (India) Private Limited, regarding the property situated at 7th Floor, “B” Block in Babukhans’ Millennium Center, Somajiguda, Hyderabad.

Schedule 3.5(c)(i)

Certain Resignations

Robert S. Apatoff

Schedule 3.5(c)(ii)

Certain Resignations

Mark R. Goldston

Charles B. Ammann

Rebecca K. Marquez

Schedule 7.1(b)(i)

Occurrence Based Policies

Workers Compensation

Vehicle Liability

Commercial General Liability

Umbrella Liability

Excess Liability

Ocean Marine

Crime and Excess

Property (U.S. and Canada)

Property (Europe)

Cyber Business Interruption

Schedule 7.1(b)(ii)

Claims Made Policies

Employment Practices Liability

Fiduciary Liability

Primary Cyber Liability

Excess Cyber Liability

Schedule 7.4

Shared Litigation Matters

In re: Trilegiant Corporation, Inc., Civil Action No. 3:12-cv-396-VLB (D. Conn.) (Consolidated Amended Complaint filed Sept. 7, 2012) (defendants include United Online, Inc., FTD Group, Inc., and Classmates International, Inc.)

Frank v. Trilegiant et al., Civil Action No. 2:12-cv-01721-VLB (D. Conn.) (Class Action Complaint filed Dec. 5, 2012) (defendants include United Online, Inc., FTD Group, Inc., and Classmates International, Inc.)

Any Actions or Liabilities arising from investigations initiated by subpoenas that FTD.COM, Inc. and Classmates Online, Inc. received in 2010 from the Attorney General for the State of Kansas and the Attorney General for the State of Maryland, issued on behalf of a Multistate Work Group consisting of the Attorneys General for Alabama, Alaska, Delaware, Florida, Idaho, Illinois, Kansas, Maine, Maryland, Michigan, New Mexico, New Jersey, North Dakota, Ohio, Oregon, Pennsylvania, South Dakota, Texas, Vermont, and Washington (the “Multistate Investigation”).

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

UNITED ONLINE, INC.

United Online, Inc., a Delaware corporation (the “Corporation”), does hereby certify:

FIRST:  The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph in Article 4 thereof and inserting the following in lieu thereof:

The total number of shares of capital stock which the Corporation shall have authority to issue is 47,857,143 shares, divided into the following classes:

42,857,143 shares of Common Stock having a par value of $0.0001 per share (the “Common Stock”);

5,000,000 shares of Preferred Stock having a par value of $0.0001 per share (the “Preferred Stock”).

Effective as of 11:59 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each 7 shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holder thereof, be combined and converted into one share of Common Stock, par value $0.0001 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent’s completion of such sale, stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.

SECOND:  The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware and shall become effective as of 11:59 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be in its corporate name this 31st day of October, 2013.

UNITED ONLINE, INC.
By:	/s/ Charles Ammann
Name:	Charles Ammann
Title:	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

UNITED ONLINE, INC.

and

FTD COMPANIES, INC.

dated as of

October 31, 2013

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Certain Definitions	1
Section 1.2	Interpretation	3
ARTICLE II
SERVICES
Section 2.1	Services	4
Section 2.2	Additional Services	4
Section 2.3	No Violations	5
Section 2.4	Third-Party Providers	5
Section 2.5	Independent Contractor	5
Section 2.6	Employees and Representatives	5
Section 2.7	Access	6
Section 2.8	Service Coordinators; Disputes	6
ARTICLE III
PAYMENT
Section 3.1	Pricing	6
Section 3.2	Taxes	7
Section 3.3	Billing and Payment	7
Section 3.4	Estimates	7
ARTICLE IV
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
Section 4.1	Disclaimer	8
Section 4.2	As Is; Where Is	8
ARTICLE V
INDEMNIFICATION; LIMITATION OF LIABILITY
Section 5.1	Indemnification by FTD	8
Section 5.2	Indemnification by United Online	8
Section 5.3	Limitation of Liability	8
Section 5.4	Indemnification Procedure; Other Rights	9

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ARTICLE VI
FORCE MAJEURE
Section 6.1	General	9
Section 6.2	Notice	9
Section 6.3	Subcontractors; Fees	9
Section 6.4	Limitations	9
ARTICLE VII
TERM AND TERMINATION
Section 7.1	Term of Services	9
Section 7.2	Term and Termination of Agreement	10
ARTICLE VIII
CONFIDENTIALITY
Section 8.1	Confidentiality	10
Section 8.2	System Security	10
ARTICLE IX
MISCELLANEOUS
Section 9.1	Further Assurances	11
Section 9.2	Amendments and Waivers	11
Section 9.3	Entire Agreement	11
Section 9.4	Third-Party Beneficiaries	11
Section 9.5	Notices	12
Section 9.6	Counterparts; Electronic Delivery	12
Section 9.7	Severability	12
Section 9.8	Assignability; Binding Effect	12
Section 9.9	Governing Law	12
Section 9.10	Construction	12
Section 9.11	Performance	12
Section 9.12	Title and Headings	13
Section 9.13	Exhibits	13
Exhibit A – Services

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TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 31, 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.”

RECITALS

WHEREAS, United Online, acting through its direct and indirect Subsidiaries, owns and conducts the UOL Businesses and the FTD Business;

WHEREAS, United Online and FTD have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), pursuant to which United Online will be separated into two independent publicly-traded companies:  (a) FTD, which, following consummation of the transactions contemplated by the Separation Agreement, will own and conduct the FTD Business, and (b) United Online, which, following the consummation of the transactions contemplated by the Separation Agreement, will own and conduct the UOL Businesses;

WHEREAS, in connection with the Separation, FTD desires to procure certain services from United Online, and United Online is willing to provide such services to FTD, during a transition period commencing on the Distribution Date, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, each Party desires to set forth in this Agreement the principal terms and conditions pursuant to which it will provide or receive such services; and

WHEREAS, the execution of this Agreement by the Parties is a condition precedent to the consummation of the transactions contemplated by the Separation Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Certain Definitions.  Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Separation Agreement.  As used in this Agreement (including in Exhibit A), the following capitalized terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described:

“Additional Interest” has the meaning set forth in Section 3.3(b).

“Additional Services” has the meaning set forth in Section 2.2.

“Additional Third-Party Providers” has the meaning set forth in Section 2.4(b).

“Affiliate” has the meaning set forth in the Separation Agreement.

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“Agreement” has the meaning set forth in the preamble to this Agreement.

“Agreement Dispute” has the meaning set forth in the Separation Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq., as amended.

“Business Days” has the meaning set forth in the Separation Agreement.

“Contract” has the meaning set forth in the Separate Agreement.

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“FTD” has the meaning set forth in the preamble to this Agreement.

“FTD Business” has the meaning set forth in the Separation Agreement.

“FTD Entities” has the meaning set forth in the Separation Agreement.

“FTD Indemnitees” has the meaning set forth in the Separation Agreement.

“Governmental Authority” has the meaning set forth in the Separation Agreement.

“Group” has the meaning set forth in the Separation Agreement.

“Known Third-Party Providers” has the meaning set forth in Section 2.4(b).

“Law” has the meaning set forth in the Separation Agreement.

“Losses” has the meaning set forth in the Separation Agreement.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Payment Date” has the meaning set forth in Section 3.3(b).

“Person” has the meaning set forth in the Separation Agreement.

“Sales Taxes” has the meaning set forth in Section 3.2.

“Security Regulations” has the meaning set forth in Section 8.2(a).

“Separation” has the meaning set forth in the Separation Agreement.

“Separation Agreement” has the meaning set forth in the Recitals to this Agreement.

“Service Coordinator” has the meaning set forth in Section 2.8.

“Service Costs” means the amounts to be paid by FTD to United Online for Services provided pursuant to this Agreement.

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“Services” means the services identified in Exhibit A.

“Subsidiaries” has the meaning set forth in the Separation Agreement.

“Systems” has the meaning set forth in Section 8.2(a).

“Term” has the meaning set forth in Section 7.2.

“Third-Party Products and Services” has the meaning set forth in Section 2.4(a).

“Third-Party Providers” has the meaning set forth in Section 2.4(a).

“United Online” has the meaning set forth in the preamble to this Agreement.

“UOL Businesses” has the meaning set forth in the Separation Agreement.

“UOL Entities” has the meaning set forth in the Separation Agreement.

“UOL Indemnitees” has the meaning set forth in the Separation Agreement.

Section 1.2Interpretation.  In this Agreement, unless the context clearly indicates otherwise:

(a)words used in the singular include the plural and words used in the plural include the singular;

(b)the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(c)the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(d)relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(e)accounting terms used herein shall have the meanings historically ascribed to them by United Online and its Subsidiaries, including FTD, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(f)all references herein to Articles, Sections, paragraphs, subparagraphs, clauses or Exhibits shall be deemed references to Articles, Sections, paragraphs, subparagraphs or clauses of, or Exhibits to, this Agreement;

(g)reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h)reference to any Law means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

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(i)references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person’s “Subsidiaries” shall be deemed to mean such Person’s Subsidiaries following the Distribution, and any reference to a third party shall be deemed to mean a Person who is not a Party or a Subsidiary of a Party;

(j)if there is any conflict between the provisions of the main body of this Agreement and Exhibit A, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in Exhibit A;

(k)if there is any conflict between the provisions of this Agreement and the Separation Agreement, the provisions of this Agreement shall control (but only with respect to the subject matter hereof) unless explicitly stated otherwise herein; and

(l)any portion of this Agreement obligating a Party to take any action or to refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or to refrain from taking such action, as the case may be.

ARTICLE II

SERVICES

Section 2.1Services.

(a)Except as otherwise set forth in Exhibit A, United Online shall use commercially reasonable efforts to provide (or to cause another applicable member of the UOL Entities to provide) to FTD (or another applicable member of the FTD Entities) each Service in a manner, scope, nature, timeliness and quality consistent with the manner, scope, nature, timeliness and quality in which such Service (i) was provided to FTD (or such other applicable member of the FTD Entities) prior to the Distribution Date by United Online (or such other applicable member of the UOL Entities) and (ii) is provided after the Distribution Date by United Online (or such other applicable member of the UOL Entities) for its own business.

(b)For those services provided to FTD prior to the Distribution Date, FTD shall use the Services for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as such services have been used immediately prior to the Distribution Date; provided that Exhibit A shall control the scope of and any limitation on the Services to be provided (to the extent set forth therein) including any Services that were not previously provided to FTD prior to the Distribution Date, unless otherwise agreed in writing.

(c)FTD agrees to use commercially reasonable efforts to reduce or eliminate its dependency on the Services as soon as reasonably practicable.

Section 2.2Additional Services.  If FTD reasonably determines that additional transition services not listed in Exhibit A are necessary to conduct the FTD Business after the Distribution Date, FTD shall provide written notice to United Online requesting United Online (i) to provide additional (including as to volume, amount, level or frequency, as applicable) or different services which United Online is not expressly obligated to provide under this Agreement if such services are of the type and scope provided by any member of the UOL Entities (including any employee of any member of the UOL Entities) for FTD prior to the Distribution Date, or (ii) expand the scope of any Service (such additional or expanded services, the “Additional Services”).  United Online shall consider such request in

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good faith and shall use commercially reasonable efforts to provide any such Additional Service; provided that no member of the UOL Entities shall be obligated to perform any Additional Services if such member, in its reasonable judgment, does not have adequate resources to perform such Additional Services or if the provision of such Additional Services would interfere with the operation of the UOL Businesses.  United Online shall notify FTD within ten (10) calendar days of receipt of such request as to whether it will or will not provide the Additional Services.  If United Online agrees to provide Additional Services pursuant to this Section 2.3, then the Parties shall in good faith negotiate the terms of a supplement to Exhibit A which will describe in reasonable detail the service, project scope, term, price and payment terms to be charged for each Additional Service.  Once agreed to in writing, the supplement to Exhibit A shall be deemed part of this Agreement as of such date, and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement.

Section 2.3No Violations.  Notwithstanding anything to the contrary in this Agreement, neither Party (nor any member of its respective Group) shall be required to perform Services hereunder or to take any actions relating thereto that conflict with or violate any applicable Law or any Contract, sublicense, authorization, certification or permit.

Section 2.4Third-Party Providers.

(a)Each Party shall use commercially reasonable efforts to obtain any required consents, licenses or approvals of the providers (“Third-Party Providers”) of any products or services required to be used in providing any Services pursuant to this Agreement (“Third-Party Products and Services”).  The Parties understand and agree that provision of any Services requiring the use of any Third-Party Products and Services shall be subject to receipt of any required consents, licenses or approvals of the applicable Third-Party Providers.

(b)With respect to each Service, (i) FTD hereby consents to United Online’s use of any Third-Party Provider(s) named in Exhibit A with respect to such Service (“Known Third-Party Providers”) and (ii) if, after the date of this Agreement, United Online reasonably determines that it requires the use of Third-Party Providers in addition to the Known Third-Party Providers (“Additional Third-Party Providers”) in providing such Service, the use of such Additional Third-Party Providers shall require the written consent of FTD’s Service Coordinator and, subject to Section 2.4(c), such consent will not be unreasonably withheld, conditioned or delayed.

(c)Notwithstanding the foregoing, in those instances in which the use of Third-Party Products and Services will require payment of additional consideration by FTD and the payment of such additional consideration is not contemplated by this Agreement (including Exhibit A) or has not been previously agreed by the Parties, then (i) United Online will provide FTD with ten (10) calendar days’ prior written notice detailing the amount of such additional consideration and (ii) FTD will then have the option to (A) procure its own Third Party Products and Services at its own expense or (B) authorize United Online to incur the required additional consideration on its behalf and at FTD’s expense and such additional consideration will be deemed a Service Cost under this Agreement.

Section 2.5Independent Contractor.  United Online (and each applicable member of the UOL Entities) shall act under this Agreement solely as an independent contractor, and not as an agent, of FTD (and each applicable member of the FTD Entities).

Section 2.6Employees and Representatives.  Unless otherwise agreed in writing, each employee and representative of United Online (or a member of the UOL Entities) that provides Services to FTD (or a member of the FTD Entities) pursuant to this Agreement shall (a) be deemed for all

5

purposes to be an employee or representative of United Online (or such member of the UOL Entities) and not an employee or representative of FTD (or such member of the FTD Entities) and (b) be under the direction, control and supervision of United Online (or such member of the UOL Entities), and United Online (or such member of the UOL Entities) shall have the sole right to exercise all authority with respect to the employment (including termination of employment) and assignment of such employee or representative and shall have the sole responsibility to pay for all personnel and other related expenses, including salary or wages, of such employee or representative.  For the sake of clarity, United Online (or the applicable member of the UOL Entities) shall have no obligation to ensure that the same individuals who have historically performed particular Services will continue to perform such Services hereunder, and United Online (or the applicable member of the UOL Entities) shall in its sole discretion determine the appropriate individuals to assign to particular Services, including, without limitation, the appropriate level of seniority and supervision required therefor.

Section 2.7Access.  FTD shall provide (or cause any applicable member of the FTD Entities to provide) United Online (or any applicable member of the UOL Entities) such reasonable access to the employees, representatives, facilities and books and records of FTD (or such member of the FTD Entities) as United Online (or such member of the UOL Entities) shall reasonably request in order to enable United Online (or such member of the UOL Entities) to provide any Service required under this Agreement.  For the sake of clarity, such access will include, without limitation, FTD’s providing virtual private network (or VPN) access or establishing active accounts for the applicable employees of the UOL Entities who will be providing Corporate Services (described in Exhibit A).  Any member of the UOL Entities receiving access pursuant to this Section 2.7 must conform with the confidentiality and security provisions in Article VIII, as applicable.  FTD shall be solely responsible for terminating such access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided.

Section 2.8Service Coordinators; Disputes.  Each Party shall appoint a representative to act as the primary contact with respect to the provision of the Services (each such person, a “Service Coordinator”).  The initial Service Coordinator for FTD shall be Scott Levin, and the initial Service Coordinator for United Online shall be Charles B. Ammann.  The Service Coordinators shall meet as expeditiously as possible to resolve any dispute under this Agreement (including, but not limited to, any disputes relating to payments under Article III), and any dispute that is not resolved by the Service Coordinators within thirty (30) calendar days shall be deemed an Agreement Dispute under the Separation Agreement and shall be resolved in accordance with the dispute resolution procedures set forth in Article X of the Separation Agreement.  Each Party may treat an act of the other Party’s Service Coordinator as being authorized by such other Party without inquiring whether such Service Coordinator had authority to so act; provided that no Service Coordinator shall have authority to amend this Agreement.  Each Party shall advise the other Party promptly in writing of any change in its respective Service Coordinator, setting forth the name of the replacement Service Coordinator, and stating that the replacement Service Coordinator is authorized to act for such Party in accordance with this Section 2.8.

ARTICLE III

PAYMENT

Section 3.1Pricing.  Each Service provided by United Online (or another applicable member of the UOL Entities) shall be charged to FTD at the fees for such Service determined in accordance with Exhibit A, and the Service Costs shall be payable by FTD in the manner set forth in Section 3.3.

6

Section 3.2Taxes.  The Parties acknowledge that fees charged for Services may be subject to goods and service taxes, value added taxes, sales taxes or similar taxes (collectively, “Sales Taxes”).  With respect to each Service provided under this Agreement, (a) United Online shall be liable for reporting and paying the Sales Taxes or any other applicable taxes imposed on fees received for providing such Service and (b) FTD shall reimburse United Online for the amount of such taxes paid on fees received for providing such Service.  FTD shall be liable for any applicable use taxes imposed on Services received.

Section 3.3Billing and Payment.

(a)Within fifteen (15) calendar days after the end of each month, United Online will invoice FTD for the applicable Service Costs on a monthly basis, in arrears, for the prior month just ended.  The invoice shall set forth for the period covered by such invoice (i) the type of Services rendered, (ii) the Service Costs for each type of Service provided, and (iii) the hours performed for the Services (based on 30 minute increments).

(b)FTD agrees to pay all of the Service Costs on or before thirty (30) calendar days after the date on which an invoice for Service Costs is delivered to FTD (the “Payment Date”) by check or wire transfer of immediately available funds to an account designated in writing from time to time by United Online; provided that the Parties may agree to a net amount owed by one Party to the other.  If a Party fails to pay any monthly payment on or before the Payment Date, such Party shall be obligated to pay, in addition to the amount due pursuant to such invoice, interest on such amount at a rate per annum equal to 5% (“Additional Interest”); provided that if the Parties agree to a net amount owed by one Party to the other with respect to Service Costs in any monthly period, the Party to whom such net amount is owed shall not be liable for Additional Interest.  Unless otherwise agreed in writing between the Parties, all payments made pursuant to this Agreement shall be made in U.S. dollars.

(c)Notwithstanding the foregoing, if a Party in good faith disputes any invoiced charge, payment of such charge shall be made only after mutual resolution of such dispute.  Each Party agrees to notify the other Party promptly, and in no event later than the relevant Payment Date, of any disputed charge. The respective Service Coordinators for each Party shall review any dispute. Additional Interest shall not accrue on any amount in dispute, and no default shall be alleged until after the relevant Payment Date.

(d)During the term of this Agreement, pursuant to Section 2.7, each Party shall keep such books, records and accounts as are reasonably necessary to verify the calculation of the fees and related expense for Services provided hereunder.  Each Party shall provide documentation supporting any amounts invoiced pursuant to this Section 3.3 as the other Party may from time to time reasonably request.  Each Party shall have the right to review such books, records and accounts at any time during normal business hours upon reasonable written notice, and each Party agrees to conduct any such review in a manner so as not to unreasonably interfere with the other Party’s normal business operations.

Section 3.4Estimates.  Upon reasonable request, each Party will cooperate with the other Party with respect to providing a good faith estimate of Service Costs for the following quarter (and in the case of SOX Assistance Services and Payroll Processing Services, for the 2014 fiscal year) based on the level of Services then requested (it being understood, however, that any such estimate shall not be deemed to establish a limitation on the maximum amount of Service Costs that may be billed for the applicable Services).

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ARTICLE IV

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

Section 4.1Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.1, FTD ACKNOWLEDGES AND AGREES THAT UNITED ONLINE (AND EACH MEMBER OF THE UOL ENTITIES) MAKES NO REPRESENTATIONS OR WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER.

Section 4.2As Is; Where Is.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES (AND ANY RELATED PRODUCTS) TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS.

ARTICLE V

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 5.1Indemnification by FTD.  FTD, and on behalf of each member of the FTD Entities, hereby agrees to indemnify, defend and hold harmless the UOL Indemnitees from and against any and all Losses relating to, arising out of or resulting from FTD’s gross negligence or willful misconduct in the performance of its obligations hereunder, or material breach of this Agreement, other than to the extent such Losses are attributable to the gross negligence, willful misconduct or material breach of this Agreement by any member of the UOL Entities.

Section 5.2Indemnification by United Online.  United Online, and on behalf of each member of the UOL Entities, hereby agrees to indemnify, defend and hold harmless the FTD Indemnitees from and against any and all Losses relating to, arising out of or resulting from United Online’s gross negligence or willful misconduct in the performance of its obligations hereunder, or material breach of this Agreement, other than to the extent such Losses are attributable to the gross negligence, willful misconduct or material breach of this Agreement by any member of the FTD Entities.

Section 5.3Limitation of Liability.

(a)IN NO EVENT SHALL ANY PARTY, NOR ANY MEMBER OF ITS GROUP, NOR ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE OR AGENT THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE OTHER PARTY (OR ANY UOL INDEMNITEES OR FTD INDEMNITEES, AS APPLICABLE) FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH PERSON UNDER THIS AGREEMENT, WHETHER OR NOT SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT ANY SUCH AMOUNT IS PAID TO A THIRD PARTY BY THE INDEMNIFIED PARTY OR ANY OF ITS AFFILIATES.

(b)EACH GROUP’S TOTAL LIABILITY TO THE OTHER GROUP UNDER THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID FOR SERVICES UNDER THIS AGREEMENT.

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Section 5.4Indemnification Procedure; Other Rights.  All claims for indemnification pursuant to Section 5.1 or Section 5.2 shall be made in accordance with the procedures set forth in Article IX of the Separation Agreement and shall be subject to Article IX of the Separation Agreement.

ARTICLE VI

FORCE MAJEURE

Section 6.1General.  If United Online (or any member of the UOL Entities) is prevented from or delayed in complying, in whole or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, earthquake, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental Authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion, casualty, pandemic, act of God, or act, omission or delay in acting by any Governmental Authority or by FTD (or any member of the FTD Entities) or any other cause, whether or not of a class or kind listed in this sentence, which is beyond the reasonable control of United Online (or any other applicable member of the UOL Entities), then upon notice to FTD pursuant to Section 6.2, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, United Online (and any applicable member of the UOL Entities) shall have no liability to FTD (or any member of the FTD Entities) in connection therewith.

Section 6.2Notice.  Upon becoming aware of a disability causing a delay in the performance or preventing performance of any Services to be provided by United Online (or another member of the UOL Entities) under this Agreement, United Online shall promptly notify FTD in writing (which may be in the form of an email message) of the existence of such disability and the anticipated duration of the disability.

Section 6.3Subcontractors; Fees.  FTD shall have the right, but not the obligation, to hire or engage one or more subcontractors to perform the Services affected by the disability for the duration of the period during which such disability delays or prevents the performance of such Services by United Online.

Section 6.4Limitations.  Each Party shall use its commercially reasonable efforts to promptly remove any disability under Section 6.1 as soon as possible; provided that nothing in this Article VI will be construed to require the settlement of any lawsuit or other legal proceeding, strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected Party, are contrary to its interest.  It is understood that the settlement of a lawsuit or other legal proceeding, strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected Party.

ARTICLE VII

TERM AND TERMINATION

Section 7.1Term of Services.  Subject to the penultimate sentence of Section 7.2 and except as otherwise set forth in Exhibit A, each of the Services shall be provided for the term specified in Section 7.2; provided that FTD shall have the right to terminate one or more of the Services that it receives under this Agreement at the end of a designated month by giving United Online at least thirty (30) days’ prior written notice of such termination.  Except as otherwise agreed, each Service may only be terminated in whole, and partial termination of a Service shall not be permitted without the prior approval

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of United Online, such approval not to be unreasonably withheld or delayed.  The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination.  The Parties acknowledge and agree that each Service shall terminate as of the termination date therefor specified in this Agreement, even if the particular Service may not have been completed by such date or if there may be ongoing requirements that extend beyond such date.

Section 7.2Term and Termination of Agreement.  This Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1 or (b) the one year anniversary of the Distribution Date; provided that Articles III, IV, V and VIII shall survive the termination of this Agreement, and any such termination shall not affect any payment obligation for Services rendered prior to termination.  Notwithstanding the foregoing:  (i) the Parties may terminate this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Bankruptcy Code.  The period from the Distribution Date to the date of termination of this Agreement in accordance with this Section 7.2 is referred to as the “Term.”

ARTICLE VIII

CONFIDENTIALITY

Section 8.1Confidentiality.  Each Party agrees that the specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith shall be Confidential Information subject to the confidentiality provisions (and exceptions thereto) set forth in Section 8.7 of the Separation Agreement.

Section 8.2System Security.

(a)If a Party hereunder (or a subsidiary of such Party) (the “Accessing Party”) is given access to the computer systems or software (collectively, “Systems”) of the other Party (or a subsidiary of such other Party) in connection with the provision or receipt of a Service, the Accessing Party shall comply (or cause its subsidiary to comply) with all of the system security policies, procedures and requirements (collectively, “Security Regulations”) of the other Party (or the subsidiary of such other Party), and shall not (or shall cause its subsidiary not to) tamper with, compromise or circumvent any security or audit measures employed by the other Party (or the subsidiary of such other Party).  The Accessing Party shall (or shall cause its subsidiary to) access and use only those Systems of the other Party (or a subsidiary of such other Party) for which it has been granted the right to access and use, it being understood that the other Party shall be solely responsible for terminating the Accessing Party’s (or its subsidiary’s) access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Accessing Party.

(b)The Accessing Party shall use commercially reasonable efforts to ensure that only those of its personnel (or the personnel of its subsidiary) who are specifically authorized to have access to the other Party’s Systems (or the Systems of a subsidiary of such other Party) gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or

10

loss of information contained therein, including notifying its personnel (or the personnel of its subsidiary) of the restrictions set forth in this Agreement and of the other Party’s Security Regulations.

(c)The Parties shall cooperate in performing a quarterly review of access to each other’s Systems to confirm that the list of personnel and access of such personnel to such Systems is appropriate.  Each Party shall be solely responsible for terminating the other Party’s access as soon as the applicable Services for which such access was required have ceased or such access is no longer needed in order for the Services to be provided or received by the Accessing Party.

ARTICLE IX

MISCELLANEOUS

Section 9.1Further Assurances.  Subject to the limitations or other provisions of this Agreement, (a) each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of this Agreement, including using commercially reasonable efforts to perform all covenants and agreements herein applicable to such Party or any member of its Group and (b) neither Party will, nor will either Party allow any other member of its Group to, without the prior written consent of the other Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the provision of any Services hereunder during the Term.  Without limiting the generality of the foregoing, where the cooperation of third parties would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use commercially reasonable efforts to cause such third parties to provide such cooperation.

Section 9.2Amendments and Waivers.

(a)Subject to Section 11.1 of the Separation Agreement, this Agreement may be amended, modified or supplemented only by an agreement in writing signed by both Parties.

(b)Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party.  No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy.  The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 9.3Entire Agreement.  This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 9.4Third-Party Beneficiaries.  Except as provided in Article V relating to Indemnitees, this Agreement is solely for the benefit of the Parties and shall not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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Section 9.5Notices.  All notices, requests, permissions, waivers and other communications hereunder shall be provided in accordance with the provisions of Section 12.11 of the Separation Agreement.

Section 9.6Counterparts; Electronic Delivery.  This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement.  Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 9.7Severability.  If any term or other provision of this Agreement or the Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.  If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 9.8Assignability; Binding Effect.  Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 9.9Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 9.10Construction.  This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party.  The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have.  The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing.  The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith.  The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement.  The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 9.11Performance.  Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

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Section 9.12Title and Headings.  Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.13Exhibits.  The Exhibits attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be signed by their authorized representatives as of the date first above written.

UNITED ONLINE, INC.
By:	/s/ Neil P. Edwards
	Name:	Neil P. Edwards
	Title:	Executive Vice President and Chief Financial Officer
FTD COMPANIES, INC.
By:	/s/ Becky Sheehan
	Name:	Becky Sheehan
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Transition Services Agreement]

EXHIBIT A

UNITED ONLINE SERVICES

United Online agrees to provide (or cause another applicable member of the UOL Entities to provide) to FTD (or another applicable member of the FTD Entities) the following services (the “Services”).

A.OPERATIONS SERVICES

1.Services.  The operations services to be provided by United Online to FTD (the “Operations Services”) are as follows:

a.Systems Administration.  This Service entails ongoing management (including account and DNS management), training and assistance in troubleshooting the following: FTD’s florist and consumer websites; Oracle EBS application (as defined below); Longview application; Clarity application; and the Solaris, Linux (RedHat Enterprise and CentOS) and Microsoft Windows Server operating systems (collectively, the “Covered Systems”). Ongoing management services include management of hardware, database administration, software maintenance, and physical access to the datacenters.

b.Network Administration.  This Service entails ongoing management, training and assistance in troubleshooting the network components used by the Covered Systems. This Service covers equipment, such as routers, switches, load-balancers, and firewall devices for both physical and virtual private networks used to connect FTD’s networks to United Online’s networks for the provision of other Services herein, as well as Internet backbone connectivity and intra-office connectivity.  Ongoing management services include management of network hardware and software maintenance.

c.Video Conferencing.  This Service entails permitting FTD’s use of United Online’s video conference appliance which enables multi-site video conferencing.

d.[REDACTED] Feeds.  If United Online receives from [REDACTED] files generated by FTD’s use of [REDACTED] corporate credit cards and related accounts, pursuant to this Service, United Online will forward such files to an FTP server designated by FTD.

e.Secure Meeting. This Service entails permitting FTD’s use of United Online’s screen-sharing and webinar-hosting services known as “Secure Meeting”.

2.Fees and Expenses.

a.Service Costs for Operations Services will be based on the following blended rates:

·employees with a title of “Senior Vice President” or above, at the hourly rate of [REDACTED];

·employees with a title of “Vice President”, at the hourly rate of [REDACTED]; and

·other employees, at the hourly rate of [REDACTED].

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b.In addition to Service Costs based on employee time determined pursuant to the above Section A.2.a. of this Exhibit A, Service Costs for the Video Conference Service described in the above Section A.1.c. of this Exhibit A will include a flat fee of [REDACTED] per month.

c.In addition to Service Costs based on employee time determined pursuant to the above Section A.2.a. of this Exhibit A, Service Costs for the Secure Meeting Service described in the above Section A.1.e. of this Exhibit A will include a flat fee of [REDACTED] per month.

d.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

e.Operations Services performed by a subcontractor or outside service provider on FTD’s behalf, will be billed directly to FTD.  FTD acknowledges that [REDACTED] may provide services to FTD related to the Operations Services provided hereunder and FTD will be solely responsible for the payment of [REDACTED] for any such services.

3.Termination.  United Online will cease providing Operations Services on December 31, 2013, unless such Services are earlier terminated by FTD.

4.Known Third-Party Providers.  The following are Known Third-Party Providers for the Operations Services:

a.[REDACTED] (pursuant to FTD’s agreement therewith);

b.[REDACTED] (pursuant to FTD’s agreement therewith);

c.[REDACTED] (pursuant to FTD’s agreement therewith); and

d.[REDACTED] (through November 30, 2013, to the extent FTD is relying on United Online for network connectivity).

B.APPLICATIONS SERVICES

1.Services.  The applications services to be provided by United Online to FTD (the “Applications Services”) are as follows:

a.Oracle Applications.  For purposes of this Agreement, the Oracle Applications for managing business information (namely, HR, SSHR, iExpense, AP, OTL, and GL) are collectively referred to as “Oracle EBS.” Prior to, or immediately after, the Distribution Date, FTD will have its own instance of the Oracle EBS applications populated with FTD-specific data. The Services entail maintenance, software patching and user training for FTD’s Oracle EBS applications.

b.Longview and Clarity Applications.  The Service entails assisting FTD with questions regarding United Online’s Longview and Clarity applications.  For the sake of clarity, FTD acknowledges and agrees that United Online’s personnel are not required to respond beyond their general understanding of United Online’s Longview and Clarity applications, FTD will not rely on any information provided by United Online’s personnel with respect

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thereto, and United Online will not be responsible for any information that was provided or omitted in any such personnel’s response to questions hereunder.

2.Fees and Expenses.

a.Service Costs for Applications Services will be based on the following blended rates:

·employees in the Technology department with a title of “Senior Vice President” or above, at the hourly rate of [REDACTED];

·employees in the Technology department with a title of “Vice President”, at the hourly rate of [REDACTED];

·other employees in the Technology department, at the hourly rate of [REDACTED];

·employees in the Human Resources department with a title of “Director”, at the hourly rate of [REDACTED]; and

·other employees in the Human Resources department, at the hourly rate of [REDACTED].

b.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

3.Termination.  United Online will cease providing Longview and Clarity Applications Services on December 31, 2013, and Oracle Applications Services on January 31, 2014, in each case, unless earlier terminated by FTD.

C.CORPORATE SERVICES

1.Services.  The following services will be provided by United Online to FTD (collectively, the “Corporate Services”):

a.Payroll processing. The Service entails providing payroll processing services through United Online’s ADP platform for FTD’s U.S. employees. United Online may assist with FTD’s implementation of FTD’s separate ADP platform but United Online shall not be obligated to do so.

b.Stock plan administration. The Service entails providing stock plan administration services for FTD’s equity grants and employee stock purchase program.  United Online may assist with FTD’s implementation of FTD’s separate Fidelity platform but United Online shall not be obligated to do so.  For the sake of clarity, such Service does not include accounting-related support, including, but not limited to, equity reconciliations and calculation of stock-based compensation.

c.SOX assistance. For the sake of clarity, the Parties acknowledge and agree that FTD will be responsible for FTD’s overall Sarbanes-Oxley (“SOX”) compliance efforts and for any management decisions concerning FTD’s SOX compliance efforts. The SOX Assistance Service entails providing the following:

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·completion of control “remediation” testing, year-end/”refresh” control testing, review of SSAE-16 reports that FTD obtains from specific third-party service providers, and facilitation of the third quarter and fourth quarter 2013 process owner control self-assessments (the “2013 SOX Assistance Services”);

·assisting FTD’s management in preparing their preliminary 2014 SOX Risk Assessment (the “Risk Assessment Services”), and assisting FTD management in identifying their preliminary business units, business processes and IT applications/systems to be considered “in-scope” for 2014 SOX compliance purposes (the “Scoping Services”);

·providing and explaining SOX documentation applicable to FTD, including, but not limited to, process narratives, information technology understanding documents, risk and control matrices, control testing sheets, and other materials as mutually agreed upon by the Parties, to the FTD personnel designated by FTD (the “Document Transition Services”); and

·assisting with screening and selecting employee candidates and potential service providers (the “Screening Services”).

2.Fees and Expenses.

a.Service Costs for Corporate Services will be based on the following blended rates:

·payroll processing:

(1)employees with a title of “Vice President” or above, at the hourly rate of [REDACTED];

(2)employees with a title of “Senior Director”, at the hourly rate of [REDACTED]; and

(3)other employees, at the hourly rate of [REDACTED];

·stock plan administration:

(1)employees with a title of “Vice President” or above, at the hourly rate of [REDACTED]; and

(2)other employees, at the hourly rate of [REDACTED];

·SOX assistance:

(1)employees with a title of “Vice President” or above, at the hourly rate of [REDACTED];

(2)other employees, at the hourly rate of [REDACTED]; and

(3)[REDACTED]consultants, at the hourly rate of [REDACTED] (it being understood by the Parties that [REDACTED]’s consulting fees for SOX Assistance Services are currently estimated to not exceed [REDACTED]

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(not including travel and related expenses), and the Parties agree that if such estimate later changes such that [REDACTED]’s consulting fees are expected to exceed [REDACTED], at such time, FTD shall elect either to immediately terminate the applicable Services or to continue the applicable Services and be responsible for the additional consulting fees).

b.In addition to Service Costs based on employee time determined pursuant to the above Section C.2.a. of this Exhibit A, Service Costs for the Payroll Processing Service will include a flat fee of [REDACTED] per month.

c.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

3.Termination. United Online will cease providing the Corporate Services by the following dates:

·payroll processing — October 31, 2014;

·stock plan administration — December 31, 2013; and

·SOX assistance — March 31, 2014.

4.Known Third-Party Providers.  The following are Known Third-Party Providers for the Corporate Services:

a.[REDACTED]

b.[REDACTED]

D.HUMAN RESOURCES SERVICES

1.Services.  The human resources services to be provided by United Online to FTD (the “HR Services”) are as follows:

a.Oracle HRMS.  The Service entails providing administration of the human resources information system known as Oracle HRMS, part of the Oracle EBS applications, and related assistance upon reasonable request.

2.Fees and Expenses.

a.Service Costs for Human Resources Services will be based on the following blended rates:

·employees with a title of “Director”, at the hourly rate of [REDACTED]; and

·other employees, at the hourly rate of [REDACTED].

b.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

3.Termination.  United Online will cease providing HR Services on January 31, 2014, unless earlier terminated by FTD.

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E.LEGAL SERVICES

1.Services.  The Service entails consulting with FTD with respect to contracts or initiatives previously executed or undertaken by FTD or its subsidiaries upon FTD’s reasonable request (collectively, the “Legal Services”) and oversight and management of Shared Litigation pursuant to the Separation Agreement (the “Shared Litigation Services”).  For the sake of clarity, Legal Services will not include providing legal advice to FTD, including, without limitation, regarding corporate governance or securities law matters; non-U.S. law matters; strategic initiatives, such as mergers, acquisitions or divestitures; or business initiatives, such as new products, services, programs or fee structures.

2.Fees and Expenses.

a.Service Costs for Legal Services and Shared Litigation Services will be based on the following blended rates:

·employees with a title of “Executive Vice President”, at the hourly rate of [REDACTED];

·employees with a title of “Senior Vice President”, at the hourly rate of [REDACTED]; and

·employees with a title of “Vice President”, at the hourly rate of [REDACTED].

b.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

c.Legal Services and Shared Litigation Services provided by outside counsel on FTD’s behalf, will be billed directly to FTD where feasible; otherwise, the compensation or consideration for Legal Services provided by outside counsel will be allocated in good faith to FTD in the exercise of United Online’s reasonable discretion and based on the billing statement entries where available and the compensation or consideration for Shared Litigation Services provided by outside counsel will be allocated in accordance with the Separation Agreement.

3.Termination.  United Online will cease providing Legal Services on December 31, 2013, unless earlier terminated by FTD. United Online will provide Shared Litigation Services for as long as United Online controls the litigation and settlement of Shared Litigation under the Separation Agreement and FTD will not have the right to terminate such Shared Litigation Services.

4.Known Third-Party Providers.  The following are Known Third-Party Providers for the Legal Services:  List of law firms to be provided to FTD as soon as reasonably practicable upon request.

F.HYDERABAD SERVICES

1.The Hyderabad Services entail the following:

a.Operations and Facilities. The Service entails providing facilities-related services, including, without limitation, utilities (such as, electricity and air conditioning), insurance, network connectivity, telephone switch, parking, and building security, to the Indian

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subsidiary of FTD (“FTD India”) in connection with the Sublease of office space from United Online’s Indian subsidiary (“UOL India”) hereunder.

b.Corporate Services. The Service entails providing general accounting services, payroll processing services, and human resources services (including assistance with recruiting) to FTD India, as well as related training of its new accounting employee.

c.Sublease.  The Service entails providing FTD India with the continued use of the office space and furniture that was being used by employees of FTD India as of immediately prior to the India Separation Date (as defined in the Separation Agreement).  The Parties shall mutually determine how to segregate employees and operations for security and other reasons.

2.Fees and Expenses.

a.Service Costs for the Hyderabad Services will be based on the following:

·Operations and Facilities Services will equal one-third (1/3) of the monthly costs incurred by UOL India therefor, plus twenty percent (20%).

·The Corporate Services will equal a flat rate of [REDACTED] per month.

·The Sublease will equal thirty percent (30%) of the monthly rent, plus twenty percent (20%).

b.Travel and related expenses that are fairly attributable to FTD will be charged or allocated directly to FTD.

3.Termination.  United Online will (and will cause UOL India to) cease providing the Corporate Services on December 31, 2013, unless earlier terminated by FTD or FTD India.  United Online will (and will cause UOL India to) continue to provide, and FTD or FTD India will continue to pay for, Operations and Facilities Services and the Sublease through March 31, 2014 or such later termination date applicable to the subleased office space that will be vacated by FTD India (even if FTD India elects to relocate to another facility in advance of the effective termination date for such office space).

4.Known Third-Party Providers.  The following are Known Third-Party Providers for the Hyderabad Services: the lessors under the lease agreements for the office space covered by the Sublease.

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EX-10.2

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

by and between

UNITED ONLINE, INC.

and

FTD COMPANIES, INC.

dated as of

October 31, 2013

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1	Definitions	1
ARTICLE II
GENERAL PRINCIPLES
Section 2.1	Assumption and Retention of Liabilities; Related Assets	4
Section 2.2	Participation in Benefit Plans	5
Section 2.3	Assumption of Certain Benefit Plans	5
Section 2.4	Service Recognition	5
Section 2.5	Approval by United Online As Sole Stockholder	5
Section 2.6	Transfer of Assets	5
ARTICLE III
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS
Section 3.1	UOL 401(k) Plan; FTD 401(k) Plan	6
Section 3.2	Contributions as of the Distribution Date	6
ARTICLE IV
U.S. HEALTH AND WELFARE PLANS
Section 4.1	Health And Welfare Plans Maintained By United Online Prior To The Distribution Date	6
Section 4.2	Time-Off Benefits	7
ARTICLE V
EMPLOYEE STOCK PURCHASE PLAN
Section 5.1	Effect of Distribution on UOL ESPP	7
Section 5.2	Establishment of FTD Employee Stock Purchase Plan
ARTICLE VI
EFFECT ON UOL EQUITY AWARDS
Section 6.1	Stock Options	8
Section 6.2	Time-Based Restricted Stock Units	9
ARTICLE VII
ADDITIONAL COMPENSATION MATTERS; SEVERANCE
Section 7.1	Annual Incentive Awards	10
Section 7.2	Individual Arrangements	10
Section 7.3	Severance Plans	10
Section 7.4	Sections 162(m)/409A	11
Section 7.5	Certain Director Fees	11
ARTICLE VIII
GENERAL AND ADMINISTRATIVE
Section 8.1	Employer Rights	11
Section 8.2	No Rights to Employment	11
Section 8.3	Continuation of Elections/Release Of Information/Right To Reimbursement	11
ARTICLE IX
INDEMNIFICATION
Section 9.1	General Indemnification	11
ARTICLE X
MISCELLANEOUS
Section 10.1	Further Assurances	12
Section 10.2	Amendments and Waivers	12
Section 10.3	Entire Agreement	12
Section 10.4	Third Party Beneficiaries	12
Section 10.5	Notices	12
Section 10.6	Counterparts; Electronic Delivery	12
Section 10.7	Titles and Headings	12
Section 10.8	Severability	12
Section 10.9	Assignability; Binding Effect	13
Section 10.10	Governing Law	13
Section 10.11	Construction	13
Section 10.12	Performance	13
Section 10.13	Title and Headings
Section 10.14	Schedules	13

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 31, 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.”

RECITALS

WHEREAS, United Online and FTD have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), pursuant to which United Online will be separated into two independent publicly-traded companies: (a) FTD, which, following consummation of the transactions contemplated by the Separation Agreement, will own and conduct the FTD Business, and (b) United Online, which, following the consummation of the transactions contemplated by the Separation Agreement, will own and conduct the UOL Businesses;

WHEREAS, as set forth in the Separation Agreement, and subject to the terms and conditions thereof, the Parties currently intend to effect the distribution by United Online to the holders of outstanding shares of common stock, par value $0.0001 per share, of United Online, on a pro rata basis, of all of the outstanding shares of common stock, par value $0.0001 per share, of FTD, owned by United Online as of the Distribution Date (which shall represent 100% of the issued and outstanding shares of FTD common stock) (the “Distribution”); and

WHEREAS, pursuant to the Separation Agreement, United Online and FTD have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to employee compensation and benefit plans and programs between them.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, the Parties mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1  Definitions.  Capitalized terms used, but not defined herein, shall have the meanings assigned to such terms in the Separation Agreement and the following terms shall have the following meanings:

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Assets” has the meaning set forth in the Separation Agreement.

“Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, change in control, consulting, non-competition or deferred compensation plan, program, arrangement, agreement or commitment or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), in each case, that is sponsored or maintained by such entity or to which such entity contributes or is required to contribute.

“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as codified in Code Section 4980B and Sections 601 through 608 of ERISA.

“Code” means the Internal Revenue Code of 1986, as amended.

“Distribution” has the meaning set forth in the preamble to this Agreement.

“DOL” means the U.S. Department of Labor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any Person, each business or entity which is a member of a “controlled group of corporations,” under “common control” or a member of an “affiliated service group” with such Person within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with such Person under Section 414(o) of the Code, or under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA.

“Former Employee” means any individual who is a Former UOL Employee or a Former FTD Employee.

“Former FTD Employee” means any individual whose employment with United Online and its Subsidiaries terminated for any reason prior to the Distribution Date and who primarily provided services for an FTD Business at the time of his or her termination of employment.

“Former UOL Employee” means any individual whose employment with United Online and its Subsidiaries terminated for any reason prior to the Distribution Date, other than a Former FTD Employee.

“FTD” has the meaning set forth in the preamble to this Agreement.

“FTD 401(k) Plan” has the meaning set forth in Section 3.1(a).

“FTD Benefit Plan” means any Benefit Plan sponsored, maintained, contributed to or required to be contributed to by any member of the FTD Entities or any ERISA Affiliate thereof following the Distribution Date, including the Benefit Plans assumed pursuant to Section 2.3(a).

“FTD Board of Directors” means the board of directors of FTD.

“FTD Business” has the meaning set forth in the Separation Agreement.

“FTD Employee” means any individual who, on or immediately prior to the Distribution Date, is employed by any member of the FTD Entities, including active employees and employees on vacation or approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“FTD Entities” has the meaning set forth in the Separation Agreement.

“FTD Flexible Benefits Program” has the meaning set forth in Section 4.1(c).

“FTD Option” has the meaning set forth in Section 6.1(b).

“FTD Participant” means any individual who is a FTD Employee, a Former FTD Employee, a member of the FTD Board of Directors (including any member of the FTD Board of Directors who also continues as a member of the UOL Board of Directors on and following the Distribution Date) or a beneficiary, dependent or alternate payee of any of the foregoing.

“FTD Post-Separation Stock Price” means the volume weighted average price of a share of FTD Common Stock trading on NASDAQ over the first three trading days following the Distribution Date.

“FTD Ratio” has the meaning set forth in Section 6.1(b)(i).

“FTD Stock Plan” has the meaning set forth in Section 2.5.

“FTD Stock Unit Award” has the meaning set forth in Section 7.2(b).

“FTD Subsidiaries” has the meaning set forth in the Separation Agreement.

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“FTD Welfare Plans” has the meaning set forth in Section 4.1(a).

“Group” has the meaning set forth in the Separation Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Liabilities” has the meaning set forth in the Separation Agreement.

“Participating Company” means United Online and any entity the employees of which are eligible to participate in a UOL Benefit Plan.

“Parties” has the meaning set forth in the preamble to this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Post-Distribution UOL Holder” has the meaning set forth in Section 6.1(a).

“Post-Distribution UOL Option” has the meaning set forth in Section 6.1(a).

“Post-Distribution UOL Stock Unit Award” has the meaning set forth in Section 6.2(a).

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“United Online” has the meaning set forth in the preamble to this Agreement.

“UOL 401(k) Plan” means the United Online, Inc. 401k Plan.

“UOL Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the UOL Entities or any ERISA Affiliate thereof (or to which any such entity contributes or is required to contribute), whether prior to or following the Distribution Date, other than a FTD Benefit Plan.

“UOL Board of Directors” means the board of directors of United Online.

“UOL Businesses” has the meaning set forth in the Separation Agreement.

“UOL Employee” means any individual who, immediately prior to the Distribution Date, is employed by any member of the UOL Entities, including active employees and employees on vacation or approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“UOL Entities” has the meaning set forth in the Separation Agreement.

“UOL ESPP” means the United Online, Inc. 2010 Employee Stock Purchase Plan.

“UOL Flexible Benefits Program” means the United Online, Inc. Flexible Benefit Plan.

“UOL Option” has the meaning set forth in Section 6.1(a).

“UOL Participant” means any individual who is a UOL Employee, a Former UOL Employee, a member of the UOL Board of Directors (whether or not any such Board member continues as a member of the FTD Board of Directors on and following the Distribution Date) or a beneficiary, dependent or alternate payee of any of the foregoing.

“UOL Post-Separation Stock Price” means the volume weighted average price of a share of UOL Common Stock trading on NASDAQ over the first three trading days following the Distribution Date.

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“UOL Pre-Separation Stock Price’ means the volume weighted average price of a share of UOL Common Stock trading on NASDAQ over the three trading days immediately preceding the Distribution Date.

“UOL Ratio” has the meaning set forth in Section 6.1(a)(i).

“UOL Severance Plan” means the United Online, Inc. Severance Benefit Plan.

“UOL Stock Plans” means the United Online, Inc. 2001 Stock Incentive Plan, the United Online, Inc. 2010 Incentive Compensation Plan, the United Online 2001 Supplemental Stock Incentive Plan, the FTD Group, Inc. 2005 Equity Incentive Award Plan, and any other stock option or stock incentive compensation plan or arrangement maintained before the Distribution Date for employees, officers, non-employee directors or other independent contractors of any of the UOL Entities, as amended.

“UOL Stock Unit Award” has the meaning set forth in Section 6.2(a).

“UOL Subsidiaries” has the meaning set forth in the Separation Agreement.

“UOL Welfare Plans” means the health and welfare plans set forth on Schedule C hereto.

“U.S.” means the United States of America.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1  Assumption and Retention of Liabilities; Related Assets.

(a)As of the Distribution Date, except as otherwise expressly provided for in this Agreement, United Online shall, or shall cause one or more members of the UOL Entities to, assume or retain and United Online hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all UOL Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all UOL Employees and Former UOL Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the UOL Entities or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the UOL Entities or whose employment or service is or was otherwise primarily associated with the UOL Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the UOL Entities or FTD Entities, and (iii) any other Liabilities or obligations expressly assigned to any of the UOL Entities under this Agreement. The Liabilities assumed or retained by the UOL Entities as provided for in this Section 2.1(a) shall be UOL Liabilities for all purposes of the Separation Agreement.

(b)As of the Distribution Date, except as otherwise expressly provided for in this Agreement, FTD shall, or shall cause one or more members of the FTD Entities to, assume or retain, as applicable, and FTD hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all FTD Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all FTD Employees and Former FTD Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the FTD Entities or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the FTD Entities or whose employment or service is or was otherwise primarily associated with the FTD Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the UOL Entities or FTD Entities, including but not limited to any corrective contributions to the UOL 401(k) Plan or other payments, in either case which may be due or relate to FTD Employees and Former FTD Employees based on the resolution of any IRS Voluntary Correction Program submission with respect to the UOL 401(k) Plan and (iii) any other Liabilities or obligations expressly assigned to any of the FTD Entities under this Agreement. The Liabilities assumed or retained by the FTD Entities as provided for in this Section 2.1(b) shall be FTD Liabilities for all purposes of the Separation Agreement.

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Section 2.2  Participation in Benefit Plans.  Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, effective as of the Distribution Date, (i) each member of the FTD Entities shall cease to be a Participating Company in any UOL Benefit Plan, (ii) each member of the UOL Entities shall cease to be a Participating Company in any FTD Benefit Plan, (iii) each FTD Participant shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any UOL Benefit Plan, with the exception of rights relating to COBRA, and United Online and FTD shall take all necessary action to effectuate each such cessation and (iv) each UOL Participant shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any FTD Benefit Plan, and FTD and United Online shall take all necessary action to effectuate each such cessation.

Section 2.3  Assumption of Certain Benefit Plans.

(a)Prior to and effective as of the Distribution Date, United Online shall take all steps necessary to assign to a member of the FTD Entities, and such member of the FTD Entities shall take all steps necessary to assume, all Liabilities in respect of each Benefit Plan in which only FTD Participants participate, including, but not limited to, the FTD Retirement Plans.

(b)Prior to and effective as of the Distribution Date, FTD shall take all steps necessary to assign to a member of the UOL Entities, and such member of the UOL Entities shall take all steps necessary to assume, all Liabilities in respect of each Benefit Plan in which only UOL Participants participate.

Section 2.4  Service Recognition.

(a)  Pre-Distribution Service Credit.  FTD shall give each FTD Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any FTD Benefit Plan for such FTD Participant’s service with United Online or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized by the applicable Benefit Plans immediately prior to the Distribution Date and United Online shall give each UOL Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any UOL Benefit Plan for such UOL Participant’s service with United Online or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized by the applicable Benefit Plans immediately prior to the Distribution Date; provided that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.

(b)Nothing herein shall limit the UOL Entities or FTD Entities from recognizing service in addition to the service required to be recognized hereunder.

Section 2.5  Approval of FTD Stock Plan by United Online As Sole Stockholder.  Prior to the Distribution Date, FTD shall adopt the FTD Companies, Inc. 2013 Incentive Compensation Plan (the “FTD Stock Plan”). Prior to the Distribution, United Online, as FTD’s sole shareholder, shall approve the FTD Stock Plan.

Section 2.6  Transfer of Assets.  Assets, if any, attributable to the Liabilities referenced in the preceding provisions of this Article II shall be allocated (if applicable) as provided in the remaining provisions of this Agreement.

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ARTICLE III

U.S. QUALIFIED DEFINED CONTRIBUTION PLANS

Section 3.1  UOL 401(k) Plan; FTD 401(k) Plan.

(a)  Establishment of the FTD 401(k) Plan.  Prior to and effective as of the Distribution Date, FTD shall, or shall cause one or more members of the FTD Entities to, establish a defined contribution plans and trusts for the benefit of FTD Participants (the “FTD 401(k) Plan”). FTD shall take all necessary, reasonable and appropriate action to establish, maintain and administer the FTD 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust(s) is/are exempt under Section 501(a) of the Code. The members of the FTD Entities shall be responsible for any and all Liabilities and other obligations with respect to the FTD 401(k) Plan, and the members of the UOL Entities shall be responsible for any and all Liabilities and other obligations with respect to the UOL 401(k) Plan, except as expressly provided in Section 3.1(b).

(b)  Transfer of UOL 401(k) Plan Assets and Accrued Benefit Liabilities.  As soon as practicable but no later than sixty (60) days following the Distribution Date, United Online shall cause the accrued benefits (reflected in the accounts, including any outstanding loan balances) under the UOL 401(k) Plan attributable to FTD Participants and all of the Assets in the UOL 401(k) Plan related thereto to be transferred in-kind to the FTD 401(k) Plan, and FTD shall cause the FTD 401(k) Plan to accept such transfer of accrued benefits and Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge in due course in full, all obligations of the UOL 401(k) Plan relating to the accrued benefits of FTD Participants as of the Distribution Date. The transfer of Assets and Liabilities specified in this paragraph shall be conducted in accordance with Section 414(l) of the Code and Section 208 of ERISA.

Section 3.2  Contributions as of the Distribution Date.  All contributions payable to the UOL 401(k) Plan with respect to employee deferrals and contributions, matching contributions and other contributions for FTD Participants through the Distribution Date, determined in accordance with the terms and provisions of the UOL 401(k) Plan, ERISA and the Code, shall be paid by United Online to the UOL 401(k) Plan prior to the date of the Asset transfer described in Section 3.1(b).

Section 3.3  Alternative Date.  Notwithstanding any other provision of this Article III, references to the Distribution Date in this Article III may, in the discretion of United Online and FTD, be deemed to be references to such later date as may be mutually determined by United Online and FTD.

ARTICLE IV

U.S. HEALTH AND WELFARE PLANS

Section 4.1  Health And Welfare Plans Maintained By United Online Prior To The Distribution Date.

(a)  Establishment of the FTD Welfare Plans.  One or more members of the UOL Entities maintain the UOL Welfare Plans for the benefit of eligible UOL Participants and FTD Participants. Prior to and effective as of the Distribution Date, FTD shall, or shall cause a member of the FTD Entities to, adopt, for the benefit of eligible FTD Participants, health and welfare plans, the terms of which are substantially comparable, in the aggregate, to the terms of the UOL Welfare Plans as in effect immediately prior to the Distribution Date (collectively, the “FTD Welfare Plans”).

(b)  Terms of Participation in FTD Welfare Plans.  FTD shall cause the FTD Welfare Plans to (i) waive all preexisting conditions limitations, exclusions, and service conditions with respect to participation and coverage requirements applicable to FTD Participants, other than limitations that were in effect with respect to FTD Participants as of the Distribution Date under the UOL Welfare Plans, and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a FTD Participant following the Distribution Date to the extent such FTD Participant had satisfied any similar limitation under the analogous UOL Welfare Plan. FTD Participants shall initially be eligible for participation in and benefits under FTD retiree welfare plans on the same basis under which they were eligible for participation in and benefits under the United Online retiree welfare plans immediately before the Distribution.

(c)  Reimbursement Account Plan.  Prior to and effective as of the Distribution Date, one or more members of the FTD Entities shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “FTD Flexible Benefits Program”) and each FTD Employee shall be eligible as of the Distribution Date to participate in the FTD Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, FTD shall cause the FTD Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement accounts of

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each FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through October 31, 2013 the elections made by each FTD Employee under the UOL Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, United Online shall cause to be transferred from the UOL Flexible Benefits Program to the FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the health care flexible spending reimbursement accounts made by FTD Employees prior to the Distribution Date during 2013 over the aggregate reimbursement payouts paid to the FTD Employees for such year from such accounts. FTD shall cause the FTD Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through October 31, 2013 the elections made by each FTD Employee under the UOL Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, United Online shall cause to be transferred from the UOL Flexible Benefits Program to the FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by FTD Employees prior to the Distribution Date during 2013 over the aggregate reimbursement payouts paid to the FTD Employees for such year from such accounts. From and after the Distribution Date, FTD shall assume and be solely responsible for all claims by FTD Employees under the FTD Flexible Benefits Program incurred at any time during 2013, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date.

(d)  Liabilities.

(i)  Insured Benefits.  With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, United Online shall cause the UOL Welfare Plans to fully perform, pay and discharge in due course in full all claims of FTD Participants that are incurred prior to the Distribution Date and FTD shall cause the FTD Welfare Plans to fully perform, pay and discharge in due course in full all claims of FTD Participants that are incurred on or after the Distribution Date.

(ii)  Self-Insured Benefits.  With respect to employee welfare and fringe benefits that are provided on a self-insured basis, (A) United Online shall or shall cause a member of the UOL Entities to fully perform, pay and discharge in due course in full, all claims of FTD Participants that are incurred prior to the Distribution Date, and (B) FTD shall or shall cause a member of the FTD Entities to fully perform, pay and discharge in due course in full all claims of FTD Participants that are incurred on or after the Distribution Date.

(iii)  Incurred Claim Definition.  For purposes of this Section 4.1(e), a claim or Liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (C) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital.

(iv)  Claim Experience.  Notwithstanding the foregoing, the Parties shall take any action necessary to ensure that any claims experience under the UOL Welfare Plans attributable to FTD Participants shall be allocated to the FTD Welfare Plans.

Section 4.2  Time-Off Benefits.  FTD shall credit each FTD Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits that such FTD Participant had earned as of the Distribution Date.

ARTICLE V

EMPLOYEE STOCK PURCHASE PLAN

Section 5.1  Effect of Distribution on UOL ESPP.  Pursuant to the terms of the UOL ESPP, each outstanding purchase right shall automatically be exercised on October 31, 2013 by applying the payroll deductions or other permitted contributions of each participant thereunder to the purchase of shares of UOL Common Stock at the purchase price per share in effect for that purchase interval. However, the applicable limitation on the number of shares of UOL Common Stock purchasable per participant shall continue to apply to any such purchase, but not the limitation applicable to the maximum number of shares of UOL Common Stock purchasable in total by all participants thereunder. The purchase rights under the UOL ESPP will be subject to the adjustments set forth in Section 6.1(a) below.

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ARTICLE VI

EFFECT ON UOL EQUITY AWARDS

Section 6.1  Stock Options.

(a)Each option to purchase UOL Common Stock granted under the UOL Stock Plans (a “UOL Option”) that is outstanding immediately prior to the Distribution Date and that is held by a UOL Employee or a Former Employee, (a “Post-Distribution UOL Holder”) shall be adjusted effective as of immediately prior to the opening of market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution UOL Option”) as follows:

(i)The number of shares of UOL Common Stock subject to each Post-Distribution UOL Option shall be equal to the product (rounded down to the nearest whole share) of (A) the number of shares of UOL Common Stock subject to the corresponding UOL Option immediately prior to the Distribution Date and (B) a fraction, the numerator of which is the UOL Pre-Separation Stock Price and the denominator of which is the UOL Post-Separation Stock Price (such fraction, the “UOL Ratio”).

(ii)The exercise price per share for each Post-Distribution UOL Option shall be equal to (A) the exercise price of the corresponding UOL Option immediately prior to the Distribution Date divided by (B) the UOL Ratio (rounded up to the nearest whole cent).

(iii)Each Post-Distribution UOL Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding UOL Option.

(b)Each UOL Option that is outstanding immediately prior to the Distribution Date and that is held by a FTD Employee shall, effective as of immediately prior to the opening of market on the Distribution Date, be assumed and converted into an option to purchase FTD Common Stock (a “FTD Option”) as follows:

(i)The number of shares of FTD Common Stock subject to each FTD Option shall be equal to the product (rounded down to the nearest whole share) of (A) the number of shares of UOL Common Stock subject to the corresponding UOL Option immediately prior to the Distribution Date and (B) a fraction, the numerator of which is the UOL Pre-Separation Stock Price and the denominator of which is the FTD Post-Separation Stock Price (such fraction, the “FTD Ratio”).

(ii)The exercise price per share for each FTD Option shall be equal to the product of (A) the exercise price of the corresponding UOL Option immediately prior to the Distribution Date and (B) a fraction, the numerator of which is the FTD Post-Separation Stock Price and the denominator of which is the UOL Pre-Separation Stock Price.

(iii)Each FTD Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding UOL Option. With respect to each FTD Option, FTD shall give each FTD Participant full vesting service credit for such FTD Participant’s service with United Online or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding UOL Option immediately prior to the Distribution Date.

(c)Each option to purchase UOL Common Stock granted under the UOL Stock Plans that is outstanding immediately prior to the Distribution Date and that is held by Mark R. Goldston or by a Participant who is a non-employee member of the UOL Board of Directors shall, effective as of immediately prior to the opening of market on the Distribution Date, be assumed and converted into (i) in the case of one-half of such options, Post-Distribution UOL Options; and (ii) in the case of the remaining one-half of such options, FTD Options, in each case utilizing the adjustment mechanisms set forth in Section 6.1(a) and Section 6.1(b) above so that the total aggregate spread value of the UOL Options, on the one hand, and the sum of the total aggregate spread value of the Post-Distribution UOL Options and the FTD Options, on the other, is equivalent. The division of the UOL Options as set forth above in this subsection (c) shall be done on a grant-by-grant basis based on the number of shares underlying each grant of UOL Options. Upon the exercise of (or FTD’s receipt of notice of the intent to exercise) an FTD Option by Mark R. Goldston, FTD shall promptly notify United Online and shall promptly provide documentation and other information necessary to permit United Online to duly and timely prepare and file all Tax Returns (including IRS and other information returns) and duly and timely remit to each Tax Authority any payroll, withholding or

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other payments due in connection with such exercise. In addition, FTD shall timely pay United Online an amount equal to the applicable income and employment tax withholding due in connection with such exercise. Upon the exercise of (or FTD’s receipt of notice of the intent to exercise) an FTD Option by a member of the UOL Board of Directors, FTD shall promptly notify United Online and shall promptly provide documentation and other information necessary to permit United Online to prepare and file all Tax Returns (including IRS and other information returns) in connection with such exercise. Any terms used in this Section 6.1(c) and not defined herein shall have the meaning set forth in the Tax Sharing Agreement between the parties hereto, dated as of October 31, 2013.

Section 6.2  Time-Based Restricted Stock Units.

(a)Each United Online time-based restricted stock unit award granted under the UOL Stock Plans (including each deferred unit attributable to the deemed investment in UOL Common Stock under a non-qualified deferred compensation plan) (a “UOL Stock Unit Award”) that is outstanding immediately prior to the Distribution Date and that is held by a UOL Employee or a Former Employee shall be adjusted effective as of immediately prior to the opening of market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution UOL Stock Unit Award”) as follows:

(i)The number of shares of UOL Common Stock subject to each Post-Distribution UOL Stock Unit Award shall be equal to the product (rounded up to the nearest whole share) of (A) the number of shares of UOL Common Stock subject to the corresponding UOL Stock Unit Award immediately prior to the Distribution Date and (B) the UOL Ratio.

(ii)To the extent that a dividend equivalent relating to the Distribution is credited to the account of a holder of a United Online restricted stock unit, (A) the adjustments described in Section 6.2(a)(i) shall be made in a manner which does not result in double crediting; and (B) the ultimate payout of such dividend equivalent shall be made in the form of shares of UOL Common Stock with a value equal to the shares of FTD Common Stock which would otherwise have been released.

(iii)Each Post-Distribution UOL Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding UOL Stock Unit Award.

(b)Each UOL Stock Unit Award that is outstanding immediately prior to the Distribution Date and that is held by a FTD Employee shall, effective as of immediately prior to the opening of market on the Distribution Date, be assumed and converted into a time-based restricted stock unit award with respect to FTD Common Stock (a “FTD Stock Unit Award”) as follows:

(i)The number of shares of FTD Common Stock subject to each FTD Stock Unit Award shall be equal to the product (rounded up to the nearest whole share) of (A) the number of shares of UOL Common Stock subject to the corresponding UOL Stock Unit Award immediately prior to the Distribution Date and (B) the FTD Ratio.

(ii)To the extent that a dividend equivalent relating to the Distribution is credited to the account of a holder of a United Online restricted stock unit, (A) the adjustments described in Section 6.2(b)(i) shall be made in a manner which does not result in double crediting; and (B) the ultimate payout of such dividend equivalent shall be made in the form of shares of FTD Common Stock.

(iii)Each FTD Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding UOL Stock Unit Award. With respect to each FTD Stock Unit Award, FTD shall give each FTD Participant full vesting service credit for such FTD Participant’s service with United Online or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding UOL Stock Unit Award immediately prior to the Distribution Date.

(c)Each United Online restricted stock unit award granted under the UOL Stock Plans that is outstanding immediately prior to the Distribution Date and that is held by Mark R. Goldston or by a Participant who is a non-employee member of the UOL Board of Directors shall, effective as of immediately prior to the opening of market on the Distribution Date, immediately vest and be settled (i) in the case of one-half of such restricted stock unit awards, UOL Common Stock; and (ii) in the case of the remaining one-half of such restricted stock unit awards, FTD Common Stock, in each case utilizing the adjustment mechanisms set forth in Section 6.2(a)(i) and Section 6.2(b)(i) above so that the total aggregate value of the

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United Online restricted stock unit awards, on the one hand, and the aggregate value of the shares of UOL Common Stock and FTD Common Stock, on the other, is equivalent. The division of the United Online restricted stock unit awards as set forth above in this subsection (c) shall be done on a grant-by-grant basis based on the number of shares underlying each grant of United Online restricted stock units.

(d)All of the foregoing adjustments shall be effected in accordance with Sections 424 and 409A of the Code. In no event shall the adjustments set forth in this Section 6.2 serve to provide additional benefits to a holder of restricted stock unit awards beyond what such holder would have received had he or she been the holder of the number of shares of UOL Common Stock equal to the number of such holder’s restricted stock units.

(e)The Parties shall use reasonable best efforts to maintain effective registration statements with the SEC with respect to the awards described in this Article VI, to the extent any such registration statement is required by applicable Law.

ARTICLE VII

ADDITIONAL COMPENSATION MATTERS; SEVERANCE

Section 7.1  Annual Incentive Awards.

(a)  FTD Assumption of Annual Incentive Liability.  Prior to and effective as of the Distribution Date, FTD shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge in due course in full, all obligations relating to any annual incentive awards that any FTD Participant is eligible to receive with respect to calendar year 2013 and, effective as of the Distribution Date, United Online shall have no obligation with respect to any such annual incentive award.

(b)  United Online Assumption of Annual Incentive Liability.  Prior to and effective as of the Distribution Date, United Online shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge in due course in full, all obligations relating to any annual incentive awards that any UOL Participant is eligible to receive with respect to calendar year 2013 and, effective as of the Distribution Date, FTD shall have no obligation with respect thereto.

(c)  Establishment of FTD Annual Incentive Plans.  Prior to and effective as of the Distribution Date, FTD shall adopt annual incentive plans which shall permit the issuance of annual incentive awards on terms and conditions established in the discretion of the FTD Board of Directors and/or the Compensation Committee thereof.

Section 7.2  Individual Arrangements.

(a)  United Online Individual Arrangements.  Except as otherwise provided herein, United Online shall assume or retain, as applicable, and shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to, any employment, change in control, consulting, non-competition, retention or other compensatory arrangement previously entered into or provided by any member of the UOL Entities or FTD Entities to any UOL Participant (the “UOL Participant Agreements”). Effective as of the Distribution Date, FTD shall take all steps necessary to assign to United Online, and United Online shall take all steps necessary to assume, all Liabilities in respect of the UOL Participant Agreements.

(b)  FTD Individual Arrangements.  Except as otherwise provided herein, FTD shall assume or retain, as applicable, and shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to, any employment, change in control, consulting, non-competition, retention or other compensatory arrangement previously entered into or provided by any member of the UOL Entities or FTD Entities to any FTD Participant (the “FTD Participant Agreements”). Effective as of the Distribution Date, United Online shall take all steps necessary to assign to FTD, and FTD shall take all steps necessary to assume, all Liabilities in respect of the FTD Participant Agreements.

Section 7.3  Severance Plans.

(a)  Assumption of Severance Liabilities.  Prior to and effective as of the Distribution Date (i) FTD shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge in due course in full, all obligations relating to any benefit to which a FTD Participant is entitled under the UOL Severance Plan and (ii) United Online shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge in due course in full all obligations relating to any benefit to which the UOL Participant is entitled under a UOL Severance Plan.

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(b)  Effect of the Separation on Severance.  United Online and FTD acknowledge and agree that the transactions contemplated by the Separation Agreement will not constitute a termination of employment of any FTD Participant for purposes of any policy, plan, program or agreement of any member of the UOL Entities or FTD Entities that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

Section 7.4  Sections 162(m)/409A.  Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards provided for herein), the Parties agree to cooperate in good faith regarding the need to provide treatment different from that otherwise provided herein to ensure that (i) a federal income tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, to the extent such award or compensation is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.

Section 7.5  Certain Director Fees.  United Online shall retain responsibility for the payment of any fees payable in respect of service on the UOL Board of Directors that are payable but not yet paid as of the Distribution Date, and FTD shall have no responsibility for any such payments (whether owed to an individual who is a member of the FTD Board of Directors as of the Distribution Date or otherwise). FTD shall retain responsibility for the payment of any fees payable in respect of service on the FTD Board of Directors, and United Online shall have no responsibility for any such payments (whether owed to an individual who is a member of the UOL Board of Directors as of the Distribution Date or otherwise).

ARTICLE VIII

GENERAL AND ADMINISTRATIVE

Section 8.1  Employer Rights.  Nothing in this Agreement shall (i) prohibit any FTD Entities from amending, modifying or terminating any FTD Benefit Plan at any time in its sole discretion or (ii) prohibit any UOL Entities from amending, modifying or terminating any UOL Benefit Plan at any time in its sole discretion.

Section 8.2  No Rights to Employment.  Nothing in this Agreement is intended to confer upon any employee or former employee of any of the UOL Entities or FTD Entities any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

Section 8.3  Continuation of Elections/Release Of Information/Right To Reimbursement.  Effective as of the Distribution Date, FTD and United Online shall cause each FTD Benefit Plan and each UOL Benefit Plan, respectively, to recognize and maintain all existing elections and designations (including all beneficiary designations) to the extent applicable. To the extent permitted by applicable Law, all authorizations for the release of information and rights to reimbursement made by or relating to FTD Participants under UOL Benefit Plans or by UOL Participants under FTD Benefit Plans shall be transferred to and be in full force and effect under the corresponding FTD Benefit Plans or UOL Benefit Plans, respectively, until such authorizations or rights are replaced or revoked by, or no longer apply to, the relevant FTD Participant or UOL Participant, as the case may be.

ARTICLE IX

INDEMNIFICATION

Section 9.1  General Indemnification.  Any claim for indemnification under this Agreement shall be governed by, and be subject to, the provisions of Article IX of the Separation Agreement, which provisions are hereby incorporated by reference into this Agreement and any references to “Agreement” in such Article IX as incorporated herein shall be deemed to be references to this Agreement.

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ARTICLE X

MISCELLANEOUS

Section 10.1  Further Assurances.  Subject to the limitations or other provisions of this Agreement, (a) each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of this Agreement, including using commercially reasonable efforts to perform all covenants and agreements herein applicable to such Party or any member of its Group and (b) neither Party will, nor will either Party allow any other member of its Group to, without the prior written consent of the other Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the matters contemplated by this Agreement. Without limiting the generality of the foregoing, where the cooperation of third parties would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use commercially reasonable efforts to cause such third parties to provide such cooperation.

Section 10.2  Amendments and Waivers.

(a)Subject to Section 11.1 of the Separation Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b)Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 10.3  Entire Agreement.  This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 10.4  Third Party Beneficiaries.  This Agreement is solely for the benefit of the Parties and shall not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 10.5  Notices.  All notices, requests, permissions, waivers and other communications hereunder shall be provided in accordance with the provisions of Section 12.10 of the Separation Agreement.

Section 10.6  Counterparts; Electronic Delivery.  This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 10.7  Titles and Headings.  Titles and headings to Sections and Articles herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.8  Severability.  If any term or other provision of this Agreement or Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions

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contemplated hereby are fulfilled to the fullest extent possible. If any provision in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 10.9  Assignability; Binding Effect.  Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 10.10  Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 10.11  Construction.  This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 10.12  Performance.  Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 10.13  Schedules.  The Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

UNITED ONLINE, INC.
By:	/s/ Neil P. Edwards
	Name:	Neil P. Edwards
	Title:	Executive Vice President and Chief Financial Officer
FTD COMPANIES, INC.
By:	/s/ Becky Sheehan
	Name:	Becky Sheehan
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Employee Matters Agreement]

SCHEDULE A

UOL WELFARE PLANS

MEDICAL

Aetna Select EPO

Aetna Choice POS II Basic

Aetna Choice POS II Plus

Exec—U—Care Plan

DENTAL

Aetna DMO

Aetna PPO Basic

Aetna PPO Plus

Aetna Employee Assistance Program

VISION

VSP

LIFE & AD&D INSURANCE

MetLife Life Insurance

MetLife AD&D Insurance

MetLife Supplemental Life Insurance

SHORT- & LONG TERM DISABILITY

MetLife Short-Term Disability

MetLife Long-Term Disability

FLEXIBLE SPENDING ACCOUNTS

Medical Flexible Spending Account

Dependent Flexible Spending Account

VOLUNTARY BENEFITS

Long Term Care Insurance

Accident Insurance

Whole Life Insurance

Critical Illness Insurance

EX-10.3

Exhibit 10.3

TAX SHARING AGREEMENT

by and between

UNITED ONLINE, INC.

and

FTD COMPANIES, INC.

dated as of

October 31, 2013

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1
Article II PREPARATION AND FILING OF TAX RETURNS		5
Section 2.1	United Online’s Responsibility	5
Section 2.2	FTD’s Responsibility	5
Section 2.3	Agent	5
Section 2.4	Manner of Tax Return Preparation	5
Section 2.5	Tax Services	5
Article III LIABILITY FOR TAXES		6
Section 3.1	United Online’s Liability	6
Section 3.2	FTD’s Liability	6
Section 3.3	Subsequent Adjustments	6
Section 3.4	Determination of Taxes Attributable to the FTD Business	6
Article IV DISTRIBUTION TAXES AND ALLOCATION		7
Section 4.1	Distribution Taxes	7
Section 4.2	Private Letter Rulings; Tax Opinion	8
Section 4.3	Carrybacks	8
Section 4.4	Allocation of Tax Assets	9
Section 4.5	Allocation of Certain Tax Items	9
Section 4.6	Tax Treatment of Equity-Related Compensation	9
Article V INDEMNIFICATION		10
Section 5.1	Generally	10
Section 5.2	Inaccurate, Incomplete or Untimely Information	10
Section 5.3	Adjustments to Payments	10
Section 5.4	Reporting of Indemnifiable Loss	10
Section 5.5	No Indemnification for Tax Items	11
Section 5.6	Double Recovery	11
Article VI PAYMENTS		11
Section 6.1	In General	11
Section 6.2	Treatment of Payments	11
Section 6.3	Prompt Performance	11
Section 6.4	After Tax Amounts	11
Section 6.5	Interest	11
Article VII TAX PROCEEDINGS		12
Section 7.1	Audits	12
Section 7.2	Notice	12
Section 7.3	Remedies	12
Section 7.4	Control of Distribution Tax Proceedings	12
Article VIII MISCELLANEOUS PROVISIONS		13
Section 8.1	Effectiveness	13
Section 8.2	Cooperation and Exchange of Information	13
Section 8.3	Dispute Resolution	14
Section 8.4	Changes in Law	14
Section 8.5	Confidentiality	14
Section 8.6	Affiliates	14
Section 8.7	Authority	15
Section 8.8	Setoff	15
Section 8.9	Amendments and Waivers	15
Section 8.10	Entire Agreement	15
Section 8.11	Third-Party Beneficiaries	15
Section 8.12	Notices	15
Section 8.13	Counterparts; Electronic Delivery	15
Section 8.14	Severability	15
Section 8.15	Assignability; Binding Effect	16
Section 8.16	Governing Law	16
Section 8.17	Construction	16
Section 8.18	Titles and Headings	16
Section 8.19	Coordination with Employee Matters Agreement	16
Section 8.20	Conflict or Inconsistency Between Agreements	16

i

TAX SHARING AGREEMENT

THIS TAX SHARING AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 31, 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.

RECITALS

WHEREAS, United Online and FTD have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”), pursuant to which United Online will be separated into two independent publicly-traded companies: (a) FTD, which, following consummation of the transactions contemplated by the Separation Agreement, will own and conduct the FTD Business, and (b) United Online, which, following the consummation of the transactions contemplated by the Separation Agreement, will own and conduct the UOL Businesses;

WHEREAS, UNOL Intermediate, Inc., a Delaware corporation, which wholly owns all of the FTD Affiliates, was renamed FTD Companies, Inc. on April 25, 2013;

WHEREAS, United Online is the common parent of an affiliated group of corporations that files a consolidated United States federal income tax return;

WHEREAS, as set forth in the Separation Agreement, and subject to the terms and conditions thereof, the Parties currently intend to effect the distribution by United Online to the holders of outstanding shares of common stock, par value $0.0001 per share, of United Online, on a pro rata basis, of all of the outstanding shares of common stock, par value $0.0001 per share, of FTD, owned by United Online as of the Distribution Date (which shall represent 100% of the issued and outstanding shares of FTD common stock) (the “Distribution”);

WHEREAS, following the Distribution, (a) FTD will be the common parent of an affiliated group of corporations that files a consolidated United States federal income tax return and (b) the currently existing affiliated group of which United Online is the common parent will remain in existence with all of its previous members other than FTD and those FTD Affiliates which were previously members;

WHEREAS, United Online has received a private letter ruling from the IRS (the “IRS Ruling”) to the effect that, among other things, for United States federal income tax purposes, the Distribution will qualify as a tax-free distribution under section 355 of the Code; and

WHEREAS, the Parties desire to set forth their agreement on the rights and obligations, following the Distribution, of the members of the UOL Tax Group, on the one hand, and the members of the FTD Tax Group, on the other hand, with respect to (a) handling and allocating United States federal, state and local and foreign Taxes in periods beginning before the Distribution Date, (b) Taxes resulting from transactions effectuated in connection with the Distribution and (c) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, the Parties mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

“Affiliate” means with respect to any Person, any other Person of which all or a portion of the stock or other equity interests are owned, directly or indirectly, by such first Person.

“Agreement” means this Tax Sharing Agreement.

“After Tax Amount” means any additional amount necessary to reflect (through a gross-up mechanism) the hypothetical Tax consequences of the receipt or accrual of any payment required to be made under this Agreement (including payment of an additional amount or amounts hereunder and the effect of the deductions available for interest paid or accrued

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and for Taxes such as state and local Income Taxes), determined by using the highest marginal corporate Tax rate (or rates, in the case of an item that affects more than one Tax) for the relevant Taxable Period (or portion thereof).

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Audit” means any audit, assessment of Taxes, or other examination by any Taxing Authority, proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“Carryback” has the meaning set forth in Section 4.3(c).

“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

“Consolidated Return” means any Tax Return reflecting or reporting United States federal, state, local or foreign Taxes filed on a consolidated, combined, unitary or similar basis which includes both (i) FTD or one or more FTD Affiliates and (ii) United Online or one or more UOL Affiliates.

“Controlling Party” has the meaning set forth in Section 7.4(c).

“Dispute Resolution Commencement Date” has the meaning set forth in Section 8.3.

“Dispute” has the meaning set forth in Section 8.3.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” means the date on which the Distribution occurs, such date to be determined by, or under the authority of, the Board of Directors of United Online, in its sole and absolute discretion.

“Distribution Taxes” means any Taxes imposed on United Online or any UOL Affiliate resulting from, or arising in connection with, the failure of the Distribution to be tax-free to United Online or such UOL Affiliate under section 355 of the Code (including, without limitation, any Tax resulting from the application of section 355(d) or 355(e) of the Code to the Distribution) or corresponding provisions of the laws of any other jurisdictions. Each Tax referred to in the immediately preceding sentence shall be determined using the highest marginal federal and state corporate Income Tax rate for the relevant Taxable Period (or portion thereof).

“Employee Matters Agreement” has the meaning set forth in the Separation Agreement.

“Filing Party” has the meaning set forth in Section 7.1.

“Final Determination” means the final resolution of liability for any Tax for any Taxable Period, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Code section 7121 or 7122, or a comparable agreement under the laws of other jurisdictions, which resolves the entire liability for such Tax for any Taxable Period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“FTD” has the meaning set forth in the first sentence of this Agreement.

“FTD Affiliate” means any previous, current or future Affiliate of FTD and/or one or more of its Affiliates.

“FTD Business” means (a) the consumer business and the floral network business conducted by the FTD Group and (b) any other business directly conducted by any member of the FTD Group as of or prior to the date of this Agreement.

“FTD Group” means FTD and each FTD Affiliate.

“FTD Group Member” means FTD, each Person that is or was an FTD Affiliate and each Person that becomes an FTD Affiliate after the Distribution.

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“FTD Tax Group” means the Tax Group of which FTD is the common parent.

“Income Tax” means any federal, state, local or foreign Tax based upon, measured by or calculated by reference to net income or profits, net receipts or gross receipts (regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise).

“Indemnifiable Loss Deduction” has the meaning set forth in Section 5.3.

“Indemnified Loss” has the meaning set forth in Section 5.3.

“Indemnifying Party” has the meaning set forth in Section 5.3.

“Indemnitee” has the meaning set forth in Section 5.3.

“IRS” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

“IRS Ruling” has the meaning set forth in the recitals to this Agreement.

“IRS Ruling Documents” means (1) the request for a private letter ruling under section 355 and various other sections of the Code, filed by United Online with the IRS in connection with the Distribution, together with any supplemental filings or ruling requests or other materials subsequently submitted in connection with such request on behalf of United Online, its Affiliates and shareholders to the IRS, the appendices and exhibits thereto, and any rulings issued by the IRS to United Online in response to such request or (2) any similar filings submitted to, or rulings issued by, any other Taxing Authority in connection with the Distribution.

“Non-Controlling Party” has the meaning set forth in Section 7.4(c).

“Owed Party” has the meaning set forth in Section 6.1.

“Owing Party” has the meaning set forth in Section 6.1.

“Payment Period” has the meaning set forth in Section 6.5.

“Party” has the meaning set forth in the second sentence of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Post-Distribution Period” means a Taxable Period (or portion thereof) beginning after the Distribution Date.

“Pre-Distribution Period” means a Taxable Period (or portion thereof) ending on or before the Distribution Date.

“Prohibited Act” has the meaning set forth in Section 4.4.

“Representation Letter” means an officer’s certificate in which certain representations, warranties and covenants are made on behalf of United Online and FTD in connection with the issuance of the Tax Opinion.

“Restated Tax Saving Amount” has the meaning set forth in Section 5.4.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Refund” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided that for purposes of this Agreement, the amount of any Refund required to be paid to another Party shall be reduced by the net amount of any Income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.

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“Straddle Period” means a Taxable Period that begins on or before and ends after the Distribution Date.

“Supplemental IRS Ruling Documents” means (1) any request for a Supplemental IRS Ruling and any materials, appendices and exhibits submitted or filed therewith and any Supplemental IRS Rulings issued by the IRS to United Online in response to any such request and (2) any similar filings submitted to, or rulings issued by, any other Taxing Authority in connection with the Distribution.

“Supplemental IRS Ruling” means (1) any ruling issued by the IRS in connection with the Distribution, other than a ruling in response to United Online’s initial request for the IRS Ruling, and (2) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to the Distribution.

“Tax” and “Taxes” include all taxes, charges, fees, duties, levies, imposts or other assessments imposed by any federal, state, local or foreign Taxing Authority, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added and other taxes, and any interest, penalties or additions attributable thereto.

“Tax Asset” means any Tax Item that has accrued for Tax purposes, but has not been used during a Taxable Period, and that could reduce a Tax in another Taxable Period, including, but not limited to, a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, credit related to alternative minimum tax and any other Tax credit.

“Tax Benefit” means a reduction in the Tax liability of a taxpayer for any Taxable Period. A Tax Benefit shall be deemed to have been realized or received from a Tax Item in a Taxable Period only if and to the extent that the Tax liability of the taxpayer for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.

“Tax Detriment” means an increase in the Tax liability of a taxpayer for any Taxable Period. A Tax Detriment shall be deemed to have been realized or received from a Tax Item in a Taxable Period only if and to the extent that the Tax liability of the taxpayer for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is more than it would have been if such Tax liability were determined without regard to such Tax Item.

“Tax Group” means any United States federal, state, local or foreign affiliated, consolidated, combined, unitary or similar group or fiscal unity that joins in the filing of a single Tax Return.

“Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any other attribute or item (including the adjusted basis of property) that may have the effect of increasing or decreasing any Tax.

“Tax Opinion” means an opinion issued to United Online by Skadden, Arps, Slate, Meagher & Flom LLP (which opinion will rely upon the effectiveness of the IRS Ruling), in form and substance acceptable to the Parties substantially to the effect that, among other things, the Distribution will qualify as a tax-free distribution under section 355 of the Code.

“Tax Return” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied or required to be supplied to, or filed or required to be filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Tax Saving Amount” has the meaning set forth in Section 5.3.

“Tax Services” has the meaning set forth in Section 2.5(a).

“Taxable Period” means any period for which a liability for Tax is determined.

“Taxing Authority” means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

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“Transition Services Agreement” has the meaning set forth in the Separation Agreement.

“Treasury Regulations” means the final and temporary (but not proposed) income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“United Online” has the meaning set forth in the first sentence of this Agreement.

“UOL Affiliate” means any previous, current or future Affiliate of United Online and/or one or more of its Affiliates, but excluding FTD and any FTD Affiliate.

“UOL Businesses” means (a) the communications and content and media businesses conducted by the UOL Group (including, without limitation, NetZero, Juno, Classmates.com and MyPoints.com) and (b) any other business (other than the FTD Business) directly conducted by any member of the UOL Group as of or prior to the date of this Agreement.

“UOL Group” means United Online and each UOL Affiliate, but excluding any FTD Group Member.

“UOL Group Member” means United Online, each Person that is or was a UOL Affiliate, and each Person that becomes a UOL Affiliate after the Distribution, but excluding any FTD Group Member.

“UOL Tax Group” means the Tax Group of which United Online is the common parent.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

Section 2.1  United Online’s Responsibility.  United Online shall have sole and exclusive responsibility for the preparation and filing of:

(a)all Consolidated Returns;

(b)all Tax Returns that include only United Online and/or any UOL Affiliate; and

(c)any Tax Returns required to be filed for a Taxable Period ending on or before, or that includes, the Distribution Date that are not otherwise described in Section 2.1 or Section 2.2.

Section 2.2  FTD’s Responsibility.  FTD shall have sole and exclusive responsibility for the preparation and filing of all Tax Returns that include only FTD and/or any FTD Affiliate.

Section 2.3  Agent.  Subject to the other applicable provisions of this Agreement, FTD hereby irrevocably designates, and agrees to cause each FTD Affiliate to so designate, United Online as its sole and exclusive agent and attorney-in-fact to take such actions (including execution of documents) as are appropriate in any and all matters (including Audits) relating to any Tax Return described in Section 2.1(a) or Section 2.1(c).

Section 2.4  Manner of Tax Return Preparation.  Unless otherwise required by a Taxing Authority or by applicable law, the Parties shall prepare and file all Tax Returns, and take all other actions, in a manner consistent with this Agreement, the Separation Agreement, the IRS Ruling Documents, any Supplemental IRS Ruling Documents and past practice. All Tax Returns shall be filed on a timely basis (taking into account applicable extensions) by the Party responsible for filing such Tax Returns under this Agreement.

Section 2.5  Tax Services.

(a)  In General.  It is the intention of the Parties that except as specifically provided herein, the Transition Services Agreement shall govern the provision of tax services by United Online to FTD and the other members of the FTD Group (the “Tax Services”).

(b)  Right to Review.  United Online shall provide or cause to be provided any Tax Return (or portion or excerpt thereof relating exclusively to FTD or FTD Affiliates) to be filed by United Online on behalf of FTD

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pursuant to this Agreement at least ten (10) business days prior to the due date of such Tax Return, including extensions. FTD shall have the right to comment on any such Tax Return (or portion or excerpt thereof, as applicable), and United Online shall reasonably consider FTD’s comments.

(c)  Information.  United Online shall provide or cause to be provided to FTD copies of all Tax Returns (or portions or excerpts thereof relating exclusively to FTD or FTD Affiliates) filed on behalf of FTD, in each case within fifteen (15) days of filing pursuant to this Agreement, and shall promptly provide any notices or communications from any Taxing Authority relating to any Tax or Tax Return of FTD or an FTD Affiliate covered by the Tax Services.

(d)  List of Tax Returns.  As soon as practicable after the Distribution Date, United Online shall provide to FTD a list of all Tax Returns to be filed by United Online on behalf of FTD or FTD Affiliates pursuant to Section 2.1(a) or Section 2.1(c).

ARTICLE III

LIABILITY FOR TAXES

Section 3.1  United Online’s Liability.

(a)United Online shall be liable for all Taxes due with respect to all Tax Returns described in (a) Section 2.1(a) or Section 2.1(c), except to the extent described in Section 3.2 hereof, and (b) Section 2.1(b). United Online shall be liable for any Tax deficiency assessed with respect to the portion of such Tax Returns for which it is responsible. United Online shall be entitled to receive and retain all Refunds of Taxes previously paid by United Online or any UOL Affiliates with respect to Taxes described in this Section 3.1.

Section 3.2  FTD’s Liability.  FTD shall be liable for all Taxes due with respect to Tax Returns described in (a) Section 2.1(a) or Section 2.1(c), but only to the extent that such Taxes are attributable to the FTD Business, and with respect to Income Taxes, as determined pursuant to Section 3.4, and (b) Section 2.2. FTD shall be liable for any Tax deficiency assessed with respect to the portion of such Tax Returns for which it is responsible. FTD shall be entitled to receive and retain all Refunds of Taxes previously paid by FTD or any FTD Affiliates with respect to Taxes described in this Section 3.2.

Section 3.3  Subsequent Adjustments.  If, as a result of any payment by United Online of a Tax in connection with an Audit, adjustment, or amended Tax Return described in Section 2.1, FTD receives a reciprocal (i.e., arising directly from such adjustment) net Tax Benefit, FTD shall pay the amount of such Tax Benefit to United Online. If, as a result of any payment by FTD of a Tax in connection with an Audit, adjustment, or amended Tax Return described in Section 2.1 or Section 2.2, United Online receives a reciprocal net Tax Benefit, United Online shall pay the amount of such Tax Benefit to FTD.

Section 3.4  Determination of Taxes Attributable to the FTD Business.

(a)  United States Federal Income Tax.  For purposes of Section 3.2, the amount of U.S. federal Income Tax attributable to the FTD Business shall be the amount of such U.S. federal Income Taxes that the FTD Tax Group would have been required to pay on a consolidated basis if the FTD Tax Group had paid tax on behalf of an affiliated group consisting only of the FTD Group, as determined in a manner consistent with the following principles:

(i)including only Tax Items of members of the FTD Tax Group that were included in the relevant UOL Tax Group consolidated Tax Return;

(ii)using all elections, accounting methods and conventions used on the UOL Tax Group consolidated Tax Return for such period; and

(iii)applying the highest statutory marginal corporate Income Tax rate in effect for such taxable period.

(b)  State Income Tax.  For purposes of Section 3.2, the amount of state or local Income Taxes attributable to the FTD Business shall be as determined by United Online in a manner consistent with the principles set forth in

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Section 3.4(a) (for the avoidance of doubt, using the highest statutory marginal state or local corporate Income Tax rate for such applicable state or local jurisdiction, as the case may be).

(c)  Foreign Income Tax.  For purposes of Section 3.2, the amount of foreign Income Taxes attributable to the FTD Business shall be as determined by United Online in a manner consistent with the principles set forth in Section 3.4(a).

ARTICLE IV

DISTRIBUTION TAXES AND ALLOCATION

Section 4.1  Distribution Taxes.

(a)  United Online’s Liability for Distribution Taxes.  Notwithstanding Article III, United Online shall be liable for one hundred percent (100%) of any Distribution Taxes that are attributable to, or result from, one or more of the following:

(i)any action or omission by any UOL Group Member that is inconsistent with any material or information, or that constitutes a breach of any covenant or representation, pertaining to any UOL Group Member in the IRS Ruling Documents, the IRS Ruling, any Supplemental IRS Ruling Documents, any Supplemental IRS Ruling or the Representation Letter;

(ii)any action or omission by any UOL Group Member after the Distribution Date, including, without limitation, a cessation, transfer to affiliates, or disposition of its active trades or businesses, or an issuance of stock, stock buyback or payment of an extraordinary dividend by any UOL Group Member following the Distribution;

(iii)any acquisition of any stock or assets of any UOL Group Member by one or more other Persons occurring prior to or following the Distribution; or

(iv)any issuance of stock by any UOL Group Member, or change in ownership of stock in any UOL Group Member, that causes section 355(d) or section 355(e) of the Code to apply to the Distribution.

(b)  FTD’s Liability for Distribution Taxes.  Notwithstanding Article III, FTD shall be liable for one hundred percent (100%) of any Distribution Taxes that are attributable to, or result from, one or more of the following:

(i)any action or omission by any FTD Group Member that is inconsistent with any material or information, or that constitutes a breach of any covenant or representation, pertaining to any FTD Group Member in the IRS Ruling Documents, the IRS Ruling, any Supplemental IRS Ruling Documents, any Supplemental IRS Ruling or the Representation Letter;

(ii)any action or omission by any member of the FTD Group after the Distribution Date, including without limitation, a cessation, transfer to affiliates or disposition of its active trades or businesses, or an issuance of stock, stock buyback or payment of an extraordinary dividend by any member of the FTD Group following the Distribution;

(iii)any acquisition of any stock or assets of any member of the FTD Group by one or more other Persons following the Distribution; or

(iv)any issuance of stock by any member of the FTD Group, or change in ownership of stock in any member of the FTD Group, that causes section 355(d) or section 355(e) of the Code to apply to the Distribution.

(c)  First Party Responsible.  The first party to act or fail to act in a manner that results in the imposition of Distribution Taxes shall be liable for one hundred percent (100%) of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b), as applicable; provided that if such first party is able to act, and does act, in a manner that

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results in Distribution Taxes not being imposed, then such first party shall not be liable for any Distribution Taxes imposed as a result of any act or omission by the other party subsequent to the first party’s action or omission.

(d)  No Party Responsible.  If Distribution Taxes are imposed and no Party bears responsibility for the imposition of such taxes under Section 4.1(c), or if both Parties shall bear simultaneous responsibility for the imposition of such taxes under Section 4.1(c), then FTD shall be liable for fifty percent (50%) of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b), and United Online shall be liable for fifty percent (50%), of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b).

Section 4.2  Private Letter Rulings; Tax Opinion.

(a)  Information.  United Online has provided FTD with copies of the IRS Ruling Documents submitted on or prior to the date of this Agreement, and shall provide FTD with copies of any IRS Ruling Documents or Supplemental IRS Ruling Documents prepared after such date prior to the submission of such IRS Ruling Documents or Supplemental IRS Ruling Documents, as applicable, to a Taxing Authority. United Online shall provide FTD with a copy of the IRS Ruling, a copy of the Representation Letter and a copy of the Tax Opinion.

(b)  Cooperation by FTD.  FTD shall cooperate with United Online, and shall take any and all actions reasonably requested by United Online, in connection with (i) United Online’ submission of any IRS Ruling Documents prepared after the date specified in the preamble to this Agreement and (ii) United Online’s request for the Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by Skadden, Arps, Slate, Meagher & Flom LLP).

(c)  Supplemental IRS Rulings.

(i)In General.  At the reasonable request of FTD, United Online shall cooperate with FTD and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Supplemental IRS Ruling or other guidance from the IRS or any other Taxing Authority for the purpose of confirming the continuing validity of any ruling issued by any Taxing Authority addressing the application of the law to the Distribution; provided that United Online shall not be obligated to seek a Supplemental IRS Ruling if it reasonably believes that seeking such Supplemental IRS Ruling would adversely affect United Online, its shareholders or any other UOL Group Member. In no event shall United Online be required to file any Supplemental IRS Ruling Documents unless FTD represents that (A) it has read the Supplemental IRS Ruling Documents and (B) all information and representations, if any, relating to FTD and the other members of the FTD Group contained in the Supplemental IRS Ruling Documents are true, correct and complete in all material respects. FTD shall reimburse United Online for all reasonable costs and expenses incurred by United Online and any other UOL Group Member in obtaining a Supplemental IRS Ruling requested by FTD. FTD shall not seek any guidance (whether written or oral) from the IRS or any other Taxing Authority concerning the Distribution except as set forth in this Section 4.2(c).

(ii)Participation Rights.  If United Online requests a Supplemental IRS Ruling or other guidance after the date specified in the preamble to this Agreement: (A) United Online shall keep FTD informed in a timely manner of all material actions taken or proposed to be taken by United Online in connection therewith; (B) United Online shall (1) reasonably in advance of the submission of any such Supplemental IRS Ruling Documents provide FTD with a draft thereof, (2) reasonably consider FTD’s comments to such draft, (3) provide FTD with a final copy of the Supplemental IRS Ruling Documents, (4) provide FTD with notice reasonably in advance of, and FTD shall have the right to attend, any meetings with the Taxing Authority (subject to the approval of the Taxing Authority) that relate to such Supplemental IRS Ruling and (5) provide FTD with a copy of such Supplemental IRS Ruling.

Section 4.3  Carrybacks.

(a)The carryback of any loss, credit or other Tax Asset from any Post-Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign laws).

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(b)Except to the extent otherwise consented to by United Online (such consent not to be unreasonably withheld, conditioned or delayed) or prohibited by applicable law, FTD shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Asset from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period (a “Carryback”). In the event that FTD (or the appropriate member of the FTD Group) is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or United Online consents to a Carryback), United Online shall cooperate with FTD, at FTD’s expense, in seeking from the appropriate Taxing Authority such Refund as reasonably would result from such Carryback, to the extent that such Refund is directly attributable to such Carryback, and shall pay over to FTD the amount of such Refund within ten (10) days after such Refund is received; provided that FTD shall indemnify and hold the members of the UOL Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Assets generated by a UOL Group Member if (i) such Tax Assets expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Assets is postponed to a later taxable period than the taxable period in which such Tax Assets would have been utilized but for such Carryback.

Section 4.4  Allocation of Tax Assets.

(a)United Online and FTD shall cooperate, each at its own expense, in determining the allocation of any Tax Assets or Tax liabilities among the Parties in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign laws). In the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Assets or Tax liabilities shall be allocated to the legal entity that incurred the cost or burden associated with the creation of such Tax Assets or Tax liabilities. United Online and FTD hereby agree to compute all Taxes for Post-Distribution Periods and Straddle Periods consistently with the determinations made pursuant to this Section 4.4 unless otherwise required by a Final Determination.

(b)To the extent that the amount of any Tax Asset is later reduced or increased by a Taxing Authority, or as a result of an Audit or carrybacks of Tax Assets from Post-Distribution Periods of either the UOL Tax Group or the FTD Tax Group, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 4.4(a)

Section 4.5  Allocation of Certain Tax Items.

(a)  Allocation Between Taxable Periods.  If applicable law requires the Taxable Period of any FTD Group Member that was a member of the UOL Tax Group prior to the Distribution Date to end as of the close of the Distribution Date, then Tax Items shall be included in each Taxable Period in accordance with Treasury Regulation § 1.1502-76(b)(2)(i) with no election under Treasury Regulation § 1.1502-76(b)(2)(ii).

(b)  Allocation Within a Straddle Period.  If applicable law does not require the Taxable Period of FTD and each FTD Group Member that was a member of the UOL Tax Group prior to the Distribution Date to end as of the close of the Distribution Date, then the amount of Tax Items attributable to each portion of the Straddle Period shall be determined by means of a closing of the books and records of such FTD Group Member as of the close of the Distribution Date; provided that exemptions, allowances or deductions that are calculated on an annual or periodic basis shall be allocated between such portions in proportion to the number of days in each such portion.

(c)  Extraordinary Transactions.  Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any transaction that is outside the ordinary course of the normal day-to-day operations of the FTD Business that is undertaken, caused or permitted by any FTD Group Member that occurs on the Distribution Date but after the Distribution as occurring on the date after the Distribution Date pursuant to Treasury Regulation § 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign law. United Online shall not make a ratable allocation election pursuant to Treasury Regulation § 1.1502-76(b)(2)(ii)(D) or any similar or analogous provision of state, local or foreign law for the tax year in which the Distribution occurs.

Section 4.6  Tax Treatment of Equity-Related Compensation.

(a)United Online or a UOL Affiliate shall be entitled to claim any Tax deduction relating to (A) (i) the exercise of an option award to purchase United Online stock and (ii) the vesting of a restricted stock unit with respect to United Online stock, in each case, held by an employee or former employee of United Online or a UOL Affiliate at the time of such exercise, vesting or payment; (B) with respect to Mark R. Goldston (i) the exercise of an option award to purchase United Online stock or FTD stock and (ii) the vesting of a restricted stock unit with respect to United Online stock or FTD

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stock; and (C) with respect to a member of the Board of Directors of United Online prior to the Distribution (i) the exercise of an option award to purchase United Online stock or FTD stock and (ii) the vesting of a restricted stock unit with respect to United Online stock or FTD stock.

(b)Subject to Section 4.6(a)(B) and (C), FTD or an FTD Affiliate shall be entitled to claim any Tax deduction relating to (i) the exercise of an option award to purchase FTD stock and (ii) the vesting of a restricted stock unit with respect to FTD stock, in each case, held by an employee or former employee of United Online or a UOL Affiliate at the time of such exercise, vesting or payment.

(c)Upon the exercise of (or FTD’s receipt of notice of the intent to exercise) an option award to purchase FTD stock by Mark R. Goldston, FTD shall promptly notify United Online and shall promptly provide documentation and other information necessary to permit United Online to duly and timely prepare and file all Tax Returns (including IRS and other information returns) and duly and timely remit to each Tax Authority any payroll, withholding or other payments due in connection with such exercise. In addition, FTD shall timely pay United Online an amount equal to the applicable income and employment tax withholding due in connection with such exercise. Upon the exercise of (or FTD’s receipt of notice of the intent to exercise) an option award to purchase FTD stock by a member of the Board of Directors of United Online prior to the Distribution, FTD shall promptly notify United Online and shall promptly provide documentation and other information necessary to permit United Online to prepare and file all Tax Returns (including IRS and other information returns) in connection with such exercise.

ARTICLE V

INDEMNIFICATION

Section 5.1  Generally.  The UOL Tax Group shall jointly and severally indemnify FTD, each FTD Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any and all Taxes or Tax deficiencies for which United Online or any UOL Affiliate is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that are attributable to, or result from the failure of United Online or any director, officer or employee to make any payment required to be made under this Agreement. The FTD Tax Group shall jointly and severally indemnify United Online, each UOL Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any and all Taxes or Tax deficiencies for which FTD or any FTD Affiliate is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from, the failure of FTD, any FTD Affiliate or any director, officer or employee to make any payment required to be made under this Agreement.

Section 5.2  Inaccurate, Incomplete or Untimely Information.  The UOL Tax Group shall jointly and severally indemnify FTD, each FTD Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any loss, cost, damage, fine, penalty, or other expense of any kind attributable to the negligence of United Online or any UOL Affiliate in supplying FTD or any FTD Affiliate with inaccurate, incomplete or untimely information, in connection with the preparation of any Tax Return. The FTD Tax Group shall jointly and severally indemnify United Online, each UOL Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any loss, cost, damage, fine, penalty, or other expense of any kind attributable to the negligence of FTD or any FTD Affiliate in supplying United Online or any UOL Affiliate with inaccurate, incomplete or untimely information, in connection with the preparation of any Tax Return.

Section 5.3  Adjustments to Payments.  Any Party that is entitled to receive a payment (the “Indemnitee”) under this Agreement from another Party (the “Indemnifying Party”) with respect to any Taxes, losses, costs, damages or expenses suffered or incurred by the Indemnitee (an “Indemnified Loss”) shall pay to such Indemnifying Party, or the Indemnifying Party shall pay to the Indemnitee, as applicable, an amount equal to the difference between any “Tax Saving Amount” actually realized by the Indemnitee in the year of the payment and the amount of the Indemnified Loss. For purposes of this Section 5.3, the “Tax Saving Amount” shall equal the amount by which the Income Taxes of the Indemnitee or any of its affiliates are reduced (including, without limitation, through the receipt of a refund, credit or otherwise), plus any related interest received by the Indemnitee (net of Tax) from a Taxing Authority, as a result of claiming as a deduction or offset on any relevant Tax Return amounts attributable to an Indemnified Loss (the “Indemnifiable Loss Deduction”).

Section 5.4  Reporting of Indemnifiable Loss.  In the event that an Indemnitee incurs an Indemnified Loss, such Indemnitee shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for refund) such Indemnified Loss to the extent such position is more likely than not (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) to be sustained with respect to United States federal, state and local Tax Returns or has similar

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appropriate authoritative support with respect to any Tax Return other than a United States federal, state or local Tax Return. Except as otherwise provided in this Agreement, the Indemnitee shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; provided that the Indemnitee shall consult with, and provide the Indemnifying Party with a reasonable opportunity to review and comment on the portion of the Indemnitee’s Tax Return relating to the Indemnified Loss. If a Dispute arises between the Indemnitee and the Indemnifying Party as to whether a deduction or tax position with respect to an Indemnified Loss is “more likely than not” (with respect to United States federal, state and local Tax Returns) to be sustained or similar appropriate authoritative support (with respect to any Tax Return other than a United States federal, state or local Tax Return) for the claiming of an Indemnifiable Loss Deduction, such Dispute shall be resolved in accordance with the principles and procedures set forth in Section 8.3. United Online and FTD shall act in good faith to coordinate their Tax Return filing positions with respect to the Taxable Periods that include an Indemnifiable Loss Deduction. Any Tax Saving Amount calculated under Section 5.3 hereof shall be adjusted in the event of an Audit which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnitee. The Indemnitee shall promptly inform the Indemnifying Party of any such Audit and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the Audit. Upon receiving a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction, the Indemnitee shall redetermine the Tax Saving Amount attributable to the Indemnifiable Loss Deduction under Section 5.3 hereof, taking into account the Final Determination (the “Restated Tax Saving Amount”). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnitee shall promptly pay the Indemnifying Party an amount equal to the difference between such amounts. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall pay to the Indemnitee an amount equal to the difference between such amounts promptly after receipt of written notice setting forth the amount due and the computation thereof.

Section 5.5  No Indemnification for Tax Items.  Nothing in this Agreement or any other ancillary document shall be construed as a guarantee of the existence or amount of any loss, credit, carryforward, basis or other Tax Item, whether past, present or future, of any Party.

Section 5.6  Double Recovery.  Notwithstanding anything herein to the contrary, no Party shall be entitled to indemnification hereunder for any amount to the extent such Party has otherwise been reimbursed for such amount.

ARTICLE VI

PAYMENTS

Section 6.1  In General.  In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Article VI. All payments shall be made to the Owed Party or to the appropriate Taxing Authority as specified by the Owed Party within the time prescribed for payment in this Agreement, or if no period is prescribed, within twenty (20) days after delivery of written notice of payment owing together with a computation of the amounts due.

Section 6.2  Treatment of Payments.  Unless otherwise required by any Final Determination, the Parties agree that any payments made by one Party to the other Party (other than payments of interest pursuant to Section 6.5 and payments of After Tax Amounts pursuant to Section 6.4) pursuant to this Agreement shall be treated for all Tax purposes as nontaxable payments made immediately prior to the Distribution and, accordingly not includible in the taxable income of the recipient.

Section 6.3  Prompt Performance.  All actions required to be taken by any Party under this Agreement shall be performed within the time prescribed for performance in this Agreement, or if no period is prescribed, such actions shall be performed promptly.

Section 6.4  After Tax Amounts.  If pursuant to a Final Determination it is determined that the receipt or accrual of any payment made under this Agreement (other than payments of interest pursuant to Section 6.5) is subject to any Tax, the Party making such payment shall be liable for (a) the After Tax Amount with respect to such payment and (b) interest at the rate described in Section 6.5 on the amount of such Tax from the date such Tax accrues through the date of payment of such After Tax Amount. A Party making a demand for a payment pursuant to this Agreement and for a payment of an After Tax Amount with respect to such payment shall separately specify and compute such After Tax Amount. However, a Party may choose not to specify an After Tax Amount in a demand for payment pursuant to this Agreement without thereby being deemed to have waived its right subsequently to demand an After Tax Amount with respect to such payment.

Section 6.5  Interest.  If an Owing Party fails to make any payment pursuant to this Agreement within the period prescribed for such payment in this Agreement, such Owing Party shall be obligated to pay, in addition to the amount

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otherwise due, interest on such amount at a rate per annum equal to five percent (5%). Such interest shall be payable at the same time as the payment to which it relates.

ARTICLE VII

TAX PROCEEDINGS

Section 7.1  Audits.  Except as otherwise provided in Section 7.4, the Party responsible for preparing and filing a Tax Return pursuant to Article II (the “Filing Party”) shall have the right to control, contest, and represent the interests of itself and any of its Affiliates in any Audit relating to such Tax Return; provided that if the other Party (the “Non-Filing Party”) paid Taxes or would be required to pay Taxes with respect to such Tax Return pursuant to Section 3.1 or Section 3.2, as applicable, the Non-Filing Party shall be entitled to participate in such Audit, at its own cost and expense and with counsel of its own choosing (such counsel to be reasonably acceptable to the Filing Party), and the Filing Party shall not settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit without the prior written consent of the Non-Filing Party (such consent not to be unreasonably withheld, delayed or conditioned) to the extent that the proposed settlement or agreement to any deficiency, claim or adjustment results in a material adjustment to Taxes paid or to be paid by the Non-Filing Party pursuant to Section 3.1 or Section 3.2, as applicable. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution or determination of any Tax Item. Each of the Filing Party and the Non-Filing Party shall bear its respective costs incurred in handling, settling, or contesting an Audit, and any costs incurred by both Parties shall be shared equally. The Filing Party shall advise the Non-Filing Party of all significant Tax issues subject to an Audit by any Taxing Authority with respect to which the Non-Filing Party paid Taxes or would be required to pay Taxes pursuant to Section 3.1 or Section 3.2, as applicable, and shall keep the Non-Filing Party fully informed on a timely basis with respect to any proposed contest, compromise or settlement thereof. For purposes of this Section 7.1, an adjustment to Taxes paid or to be paid by the Non-Filing Party shall be deemed to be material if and only if such adjustment is reasonably expected to exceed $100,000.

Section 7.2  Notice.  Within twenty (20) business days after a Party receives a written notice or other information from a Taxing Authority of the existence of a Tax issue that may give rise to an indemnification obligation under this Agreement, such Party shall notify the other Party of such issue, and thereafter shall promptly forward to the other Party copies of notices and material communications with any Taxing Authority relating to such issue. The failure of one Party to notify the other Party of any matter relating to a particular Tax for a Taxable Period or to take any action specified in this Agreement shall not relieve such other Party of any liability and/or obligation which it may have under this Agreement with respect to such Tax for such Taxable Period, except to the extent that such other Party’s rights under this Agreement are materially prejudiced by such failure.

Section 7.3  Remedies.  Subject to Section 5.2, FTD agrees that no claim against United Online and no defense to FTD’s liabilities or obligations to United Online under this Agreement shall arise from the resolution by United Online of any deficiency, claim or adjustment relating to the redetermination of any Tax Item of United Online or any UOL Affiliate.

Section 7.4  Control of Distribution Tax Proceedings.

(a)United Online shall have the right to control, contest, and represent the interests of itself and any UOL Affiliate in any Audits relating to Distribution Taxes for which United Online bears liability pursuant to Section 4.1(a) or Section 4.1(c), and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit. United Online’ rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. FTD shall be entitled through counsel of its choosing and reasonably acceptable to United Online to monitor the conduct or settlement of any such Audit by United Online, and United Online shall keep FTD and such counsel fully informed on a timely basis with respect thereto. United Online shall provide FTD and such counsel with such information as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in such monitoring shall be borne by FTD.

(b)FTD shall have the right to control, contest, and represent the interests of itself and any FTD Affiliate in any Audits relating to Distribution Taxes for which FTD bears liability pursuant to Section 4.1(b) or Section 4.1(c), and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit. FTD’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. United Online shall be entitled through counsel of its choosing and reasonably acceptable to FTD to monitor the conduct or settlement of any such

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Audit by FTD, and FTD shall keep United Online and such counsel fully informed on a timely basis with respect thereto. FTD shall provide United Online and such counsel with such information as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in such monitoring shall be borne by United Online.

(c)United Online shall have the right to control and contest any Audits relating to Distribution Taxes for which they both bear liability pursuant to Section 4.1(d) and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided that FTD may assume sole control of any such Audit if such Party acknowledges in writing that it has sole liability for any Distribution Taxes that are reasonably expected to arise in such Audit (the Party controlling such Audit, the “Controlling Party” and the other Party, the “Non-Controlling Party”). The control rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. The Non-Controlling Party shall be entitled through counsel of its choosing and reasonably acceptable to the Controlling Party to monitor the conduct or settlement of any such Audit by the Controlling Party, and the Controlling Party shall keep the Non-Controlling Party and such counsel fully informed on a timely basis with respect thereto. The Controlling Party shall provide the Non-Controlling Party and such counsel with such information as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in such monitoring shall be borne by the Non-Controlling Party.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1  Effectiveness.  This Agreement shall become effective on October 31, 2013.

Section 8.2  Cooperation and Exchange of Information.

(a)  Cooperation.  United Online and FTD shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) with all reasonable requests from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for refund, and Audits concerning issues or other matters covered by this Agreement. Such cooperation shall include, without limitation:

(i)the retention until the expiration of the applicable statute of limitations, and the provision upon request, of Tax Returns, books, records (including information regarding earnings and profits and the ownership and Tax basis of property), documentation and other information relating to the Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings, closing agreements or other determinations by Taxing Authorities;

(ii)providing FTD access to United Online’s tax software in order to input relevant data and otherwise prepare and file all Tax Returns for which FTD is responsible pursuant to Section 2.2;

(iii)the execution of any document that may be necessary or reasonably helpful in connection with any Audit, or the filing of a Tax Return or refund claim by a member of the FTD Tax Group or the UOL Tax Group, including certification, to the best of a Party’s knowledge, of the accuracy and completeness of the information it has supplied or any power of attorney required by the applicable Taxing Authority to be provided by one Party to another Party for the performance by such other Party of acts required or permitted under this Agreement; and

(iv)the use of the Party’s reasonable best efforts to obtain any documentation that may be necessary or reasonably helpful in connection with any of the foregoing.

Each Party shall use reasonable best efforts to comply in connection with the foregoing matters within ten (10) business days or such shorter period as may be required by the applicable Taxing Authority or otherwise in connection with any Audit. Each Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters.

(b)  Failure to Perform.  If a Party materially fails to comply with any of its obligations set forth in Section 8.2(a) upon reasonable request and notice by the other Party, and such failure results in the imposition of

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additional Taxes, the non-performing Party shall be liable in full for such additional Taxes notwithstanding anything to the contrary in this Agreement.

Section 8.3  Dispute Resolution.  Unless otherwise agreed by the Parties, any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity hereof (“Dispute”) which arises between United Online and FTD shall be resolved pursuant to this Section 8.3. The Dispute shall first be negotiated between the appropriate senior executives of United Online and FTD who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by United Online or FTD, as applicable, of notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Resolution Commencement Date.” If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, then United Online and FTD shall jointly retain a nationally recognized accounting firm reasonably acceptable to both Parties to resolve the Dispute. The accounting firm selected by the Parties shall act as an arbitrator to resolve all points of disagreement, and its decision shall be final and binding upon all parties involved. Following the decision of such accounting firm, United Online and FTD shall each take or cause to be taken any action necessary to implement the decision of such accounting firm. United Online and FTD shall share equally the administrative costs of the arbitration and such accounting firm’s fees, disbursements and expenses, and shall each bear their respective other costs and expenses related to the arbitration.

Section 8.4  Changes in Law.

(a)Any reference to a provision of the Code, Treasury Regulations, or a law of another jurisdiction shall include a reference to any applicable successor provision or law.

(b)If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date specified in the preamble to this Agreement, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 8.5  Confidentiality.  Each of the Parties hereto shall hold and cause its directors, officers, employees, advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such Party) concerning the other Party hereto furnished it by such other Party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (1) in the public domain through no fault of such Party or (2) later lawfully acquired from other sources not under a duty of confidentiality by the Party to which it was furnished), and no Party shall release or disclose such information to any other Person, except its Affiliates and its and their directors, officers, employees, auditors, attorneys, financial advisors, bankers or other consultants who shall be advised of and agree to be bound by the provisions of this Section 8.5. Each of the Parties hereto shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

Section 8.6  Affiliates.

(a)United Online shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any other UOL Group Member; provided that if it is contemplated that a UOL Group Member may cease to be controlled, directly or indirectly, by United Online as a result of a transfer of its stock or other ownership interests to a third party in exchange for consideration in an amount approximately equal to the fair market value of the stock or other ownership interests transferred and such consideration is not expected to be distributed outside of the UOL Group to the shareholders of United Online, then United Online may request in writing no later than thirty (30) days prior to such cessation that FTD execute a release of such UOL Group Member from its obligations under this Agreement effective as of such transfer, provided that United Online shall succeed to the rights of such UOL Group Member under this Agreement and shall have confirmed in writing the obligations of United Online and the remaining UOL Group Members with respect to their own obligations and the obligations of the departing UOL Group Member, and that such departing UOL Group Member shall have executed a release of any rights it may have against FTD by reason of this Agreement.

(b)FTD shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any other member of the FTD Group; provided that if it is contemplated that member of the FTD Group may cease to be controlled, directly or indirectly, by FTD as a result of a transfer of its stock or other ownership interests to a third party in exchange for consideration in an amount approximately equal to the fair market value of the stock or other ownership interests transferred and such consideration is not expected to be distributed outside of

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the FTD Group to the shareholders of FTD, then FTD may request in writing no later than thirty (30) days prior to such cessation that United Online execute a release of such member of the FTD Group from its obligations under this Agreement effective as of such transfer, provided that FTD shall succeed to the rights of such member of the FTD Group under this Agreement and shall have confirmed in writing the obligations of FTD and the remaining members of the FTD Group with respect to their own obligations and the obligations of the departing member of the FTD Group, and that such departing member of the FTD Group shall have executed a release of any rights it may have against United Online by reason of this Agreement

Section 8.7  Authority.  Each of the Parties hereto represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 8.8  Setoff.  All payments to be made by any Party under this Agreement may be netted against payments due to such Party under this Agreement, but otherwise shall be made without setoff, counterclaim or withholding, all of which are hereby expressly waived.

Section 8.9  Amendments and Waivers.

(a)Subject to Section 11.1 of the Separation Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b)Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 8.10  Entire Agreement.  This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules attached thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 8.11  Third-Party Beneficiaries.  Except as provided in Article V relating to Indemnitees, this Agreement is solely for the benefit of United Online, the UOL Affiliates, FTD and the FTD Affiliates, and shall not be deemed to confer upon any other third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 8.12  Notices.  All notices, requests, permissions, waivers and other communications hereunder shall be provided in accordance with the provisions of Section of the Separation Agreement.

Section 8.13  Counterparts; Electronic Delivery.  This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 8.14  Severability.  If any term or other provision of this Agreement is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the

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fullest extent possible. If any provision in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 8.15  Assignability; Binding Effect.  Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may be enforced separately by each member of the UOL Tax Group and each member of the FTD Tax Group.

Section 8.16  Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 8.17  Construction.  This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 8.18  Titles and Headings.  Titles and headings to Sections and Articles herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.19  Coordination with Employee Matters Agreement.  To the extent any covenants or agreements between the Parties with respect to employment Taxes are set forth in the Employee Matters Agreement, such matters shall be governed exclusively by the Employee Matters Agreement and not by this Agreement.

Section 8.20  Conflict or Inconsistency Between Agreements.  Except as provided in Section 8.19, in the event of any conflict or inconsistency between any provision of this Agreement and any provision of either the Separation Agreement or any of the other Ancillary Agreements, the applicable provisions of this Agreement shall prevail.

[Signature Page Follows]

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WHEREFORE, the Parties have signed this Tax Sharing Agreement effective as of the date first set forth above.

UNITED ONLINE, INC., on behalf of itself and the UOL Affiliates
By:	/s/ Neil P. Edwards
	Name:	Neil P. Edwards
	Title:	Executive Vice President and Chief Financial Officer
FTD COMPANIES, INC., on behalf of itself and the FTD Affiliates
By:	/s/ Becky Sheehan
	Name:	Becky Sheehan
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Tax Sharing Agreement]

EX-99.1

Exhibit 99.1

UNITED ONLINE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

Effective at 12:01 a.m. Eastern Daylight Time (‘‘EDT’’) on November 1, 2013, United Online, Inc. (the “Company” or “United Online”) completed the separation of its businesses into two independent, publicly-traded companies: United Online, Inc., which consists of the businesses of the Company’s Content & Media and Communications segments, and FTD Companies, Inc. (“FTD Companies”), which consists of the domestic and international operations of the Company’s FTD segment (the ‘‘FTD Spin-Off Transaction’’).

Basis of Presentation

The unaudited pro forma condensed consolidated financial statements reflect adjustments to the Company’s historical financial results in connection with the FTD Spin-Off Transaction. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes.

The unaudited pro forma condensed consolidated statements of operations give effect to the FTD Spin-Off Transaction as if it occurred on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet gives effect to the FTD Spin-Off Transaction as if it occurred as of September 30, 2013, the Company’s latest balance sheet date. The pro forma adjustments are described in the accompanying notes and include the following:

·the elimination of the FTD segment;

·the transfer of certain personnel and immaterial assets of United Online Software Development (India) Private Limited, a wholly-owned subsidiary of United Online, primarily dedicated to servicing FTD Companies’ business to a newly-formed India subsidiary of FTD Companies in exchange for a cash payment in an amount equal to the fair value of such assets;

·the removal of non-recurring FTD Spin-Off Transaction costs;

·the removal of intercompany activity; and

·the one-for-seven reverse split of United Online common stock, which became effective at 11:59 p.m. EDT on October 31, 2013.

The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable. The pro forma adjustments may differ from those that will be calculated to report the Company’s discontinued operations in United Online’s future filings.  The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what United Online’s results of operations or balance sheet would have been had the FTD Spin-Off Transaction occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of United Online’s future results of operations or financial position.

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(in thousands, except per share amounts)

	United Online Historical			FTD Segment(a)			Pro Forma Adjustments			Pro Forma United Online
Revenues:
Products	$	376,202		$	(370,980	)	$	—		$	5,222
Services	267,644			(102,109		)	215		(b)	165,750
Total revenues	643,846			(473,089		)	215			170,972
Operating expenses:
Cost of revenues—products	289,317			(283,428		)	—			5,889
Cost of revenues—services	63,738			(14,519		)	210		(c)	49,429
Sales and marketing	121,730			(79,195		)	4		(d)	42,539
Technology and development	36,406			(11,817		)	—			24,589
General and administrative	74,486			(31,364		)	(1,813		)(e)	41,309
Amortization of intangible assets	22,586			(18,524		)	—			4,062
Contingent consideration—fair value adjustment	(5,124		)	—			—			(5,124		)
Restructuring and other exit costs	2,503			—			—			2,503
Impairment of goodwill, intangible assets and long-lived assets	50,221			—			—			50,221
Total operating expenses	655,863			(438,847		)	(1,599		)	215,417
Operating income (loss)	(12,017		)	(34,242		)	1,814			(44,445		)
Interest income	619			(496		)	—			123
Interest expense	(10,450		)	10,450			—			—
Other income, net	550			(265		)	—			285
Income (loss) before income taxes	(21,298		)	(24,553		)	1,814			(44,037		)
Provision for (benefit from) income taxes	9,563			(8,467		)	(825		)(f)	271
Net income (loss)	$	(30,861	)	$	(16,086	)	$	2,639		$	(44,308	)
Income allocated to participating securities	(1,015		)	—			—			(1,015		)
Net income (loss) attributable to common stockholders	$	(31,876	)	$	(16,086	)	$	2,639		$	(45,323	)
Basic net income (loss) per common share	$	(0.35	)							$	(3.44	)(l)
Shares used to calculate basic net income (loss) per common share	92,247									13,178		(l)
Diluted net income (loss) per common share	$	(0.35	)							$	(3.44	)(l)
Shares used to calculate diluted net income (loss) per common share	92,247									13,178		(l)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(in thousands, except per share amounts)

	United Online Historical			FTD Segment (a)			Pro Forma Adjustments			Pro Forma United Online
Revenues:
Products	$	363,956		$	(359,151	)	$	—		$	4,805
Services	287,944			(101,185		)	316		(b)	187,075
Total revenues	651,900			(460,336		)	316			191,880
Operating expenses:
Cost of revenues—products	279,726			(275,753		)	—			3,973
Cost of revenues—services	66,192			(15,042		)	312		(c)	51,462
Sales and marketing	130,571			(78,588		)	5		(d)	51,988
Technology and development	35,363			(11,198		)	—			24,165
General and administrative	72,199			(26,306		)	(1,738		)(e)	44,155
Amortization of intangible assets	22,659			(19,092		)	—			3,567
Contingent consideration—fair value adjustment	(1,387		)	—			—			(1,387		)
Restructuring and other exit costs	14			—			—			14
Total operating expenses	605,337			(425,979		)	(1,421		)	177,937
Operating income	46,563			(34,357		)	1,737			13,943
Interest income	962			(564		)	—			398
Interest expense	(10,301		)	10,301			—			—
Other income, net	768			(474		)	—			294
Income before income taxes	37,992			(25,094		)	1,737			14,635
Provision for income taxes	12,512			(8,314		)	643		(f)	4,841
Net income	$	25,480		$	(16,780	)	$	1,094		$	9,794
Income allocated to participating securities	(895		)	—			—			(895		)
Net income attributable to common stockholders	$	24,585		$	(16,780	)	$	1,094		$	8,899
Basic net income per common share	$	0.27								$	0.69	(l)
Shares used to calculate basic net income per common share	90,311									12,902		(l)
Diluted net income per common share	$	0.27								$	0.69	(l)
Shares used to calculate diluted net income per common share	90,379									12,941		(l)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(in thousands, except per share amounts)

	United Online Historical			FTD Segment(a)			Pro Forma Adjustments			Pro Forma United Online
Revenues:
Products	$	484,236		$	(477,579	)	$	—		$	6,657
Services	386,647			(135,935		)	396		(b)	251,108
Total revenues	870,883			(613,514		)	396			257,765
Operating expenses:
Cost of revenues—products	374,438			(366,935		)	—			7,503
Cost of revenues—services	90,149			(19,811		)	388		(c)	70,726
Sales and marketing	172,393			(104,913		)	8		(d)	67,488
Technology and development	47,996			(15,052		)	—			32,944
General and administrative	97,615			(34,415		)	(3,437		)(e)	59,763
Amortization of intangible assets	30,493			(25,543		)	—			4,950
Contingent consideration—fair value adjustment	(836		)	—			—			(836		)
Restructuring and other exit costs	91			—			—			91
Impairment of goodwill, intangible assets and long-lived assets	26,910			—			—			26,910
Total operating expenses	839,249			(566,669		)	(3,041		)	269,539
Operating income (loss)	31,634			(46,845		)	3,437			(11,774		)
Interest income	1,310			(750		)	—			560
Interest expense	(13,562		)	13,562			—			—
Other income, net	886			(627		)	—			259
Income (loss) before income taxes	20,268			(34,660		)	3,437			(10,955		)
Provision for (benefit from) income taxes	7,464			(11,421		)	1,272		(f)	(2,685		)
Net income (loss)	$	12,804		$	(23,239	)	$	2,165		$	(8,270	)
Income allocated to participating securities	(1,225		)	—			—			(1,225		)
Net income (loss) attributable to common stockholders	$	11,579		$	(23,239	)	$	2,165		$	(9,495	)
Basic net income (loss) per common share	$	0.13								$	(0.73	)(l)
Shares used to calculate basic net income (loss) per common share	90,469									12,924		(l)
Diluted net income (loss) per common share	$	0.13								$	(0.73	)(l)
Shares used to calculate diluted net income (loss) per common share	90,564									12,924		(l)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(in thousands, except per share amounts)

	United Online Historical			FTD Segment(a)			Pro Forma Adjustments			Pro Forma United Online
Revenues:
Products	$	455,362		$	(454,207	)	$	—		$	1,155
Services	442,323			(133,042		)	523		(b)	309,804
Total revenues	897,685			(587,249		)	523			310,959
Operating expenses:
Cost of revenues—products	352,207			(351,991		)	—			216
Cost of revenues—services	94,166			(19,725		)	521		(c)	74,962
Sales and marketing	166,760			(97,605		)	2		(d)	69,157
Technology and development	49,847			(14,450		)	—			35,397
General and administrative	104,369			(32,776		)	—			71,593
Amortization of intangible assets	30,455			(25,188		)	—			5,267
Restructuring and other exit costs	5,677			(876		)	—			4,801
Total operating expenses	803,481			(542,611		)	523			261,393
Operating income	94,204			(44,638		)	—			49,566
Interest income	1,536			(1,253		)	—			283
Interest expense	(23,075		)	22,898			—			(177		)
Other income, net	2,643			(1,740		)	—			903
Income before income taxes	75,308			(24,733		)	—			50,575
Provision for income taxes	23,639			(6,709		)	—			16,930
Net income	$	51,669		$	(18,024	)	$	—		$	33,645
Income allocated to participating securities	(1,990		)	—			640		(n)	(1,350		)
Net income attributable to common stockholders	$	49,679		$	(18,024	)	$	640		$	32,295
Basic net income per common share	$	0.56								$	2.55	(l)
Shares used to calculate basic net income per common share	88,478									12,640		(l)
Diluted net income per common share	$	0.56								$	2.54	(l)
Shares used to calculate diluted net income per common share	88,631									12,728		(l)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(in thousands, except per share amounts)

	United Online Historical			FTD Segment(a)			Pro Forma Adjustments			Pro Forma United Online
Revenues:
Products	$	420,470		$	(420,470	)	$	—		$	—
Services	500,083			(134,106		)	453		(b)	366,430
Total revenues	920,553			(554,576		)	453			366,430
Operating expenses:
Cost of revenues—products	327,963			(328,068		)	—			(105		)
Cost of revenues—services	103,228			(19,497		)	104		(c)	83,835
Sales and marketing	175,865			(94,230		)	349		(d)	81,984
Technology and development	54,517			(13,890		)	—			40,627
General and administrative	111,471			(34,912		)	—			76,559
Amortization of intangible assets	32,110			(26,008		)	—			6,102
Restructuring and other exit costs	2,815			(1,574		)	—			1,241
Total operating expenses	807,969			(518,179		)	453			290,243
Operating income	112,584			(36,397		)	—			76,187
Interest income	1,673			(1,426		)	—			247
Interest expense	(24,900		)	23,963			—			(937		)
Other income, net	452			(426		)	—			26
Income before income taxes	89,809			(14,286		)	—			75,523
Provision for (benefit from) income taxes	36,188			(858		)	—			35,330
Net income	$	53,621		$	(13,428	)	$	—		$	40,193
Income allocated to participating securities	(3,229		)	—			891		(n)	(2,338		)
Net income attributable to common stockholders	$	50,392		$	(13,428	)	$	891		$	37,855
Basic net income per common share	$	0.58								$	3.07	(l)
Shares used to calculate basic net income per common share	86,429									12,347		(l)
Diluted net income per common share	$	0.58								$	2.98	(l)
Shares used to calculate diluted net income per common share	87,062									12,713		(l)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

6

UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2013

(in thousands)

	United Online Historical			FTD Segment(a)			Pro Forma Adjustments			Pro Forma United Online
Assets
Current assets:
Cash and cash equivalents	$	100,787		$	(28,347	)	$	391	(g)	$	72,831
Accounts receivable, net of allowance for doubtful accounts	41,407			(27,201		)	2,920		(h)	17,126
Inventories	14,280			(6,084		)	—			8,196
Deferred tax assets, net	18,404			(6,056		)	139		(f)	12,487
Other current assets	14,881			(5,975		)	(336		)(i)	8,570
Total current assets	189,759			(73,663		)	3,114			119,210
Property and equipment, net	53,077			(31,212		)	(55		)(j)	21,810
Goodwill	406,582			(338,743		)	—			67,839
Intangible assets, net	191,522			(175,367		)	—			16,155
Deferred tax asset, net	—			—			30,858		(k)	30,858
Other assets	15,988			(14,826		)	(401		)(f)	761
Total assets	$	856,928		$	(633,811	)	$	33,516		$	256,633
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	54,855		$	(38,867	)	$	—		$	15,988
Accrued liabilities	49,561			(23,149		)	(244		)(f)	26,168
Net intercompany payables	—			(2,920		)	2,920		(h)	—
Member redemption liability	14,781			—			—			14,781
Deferred revenue	45,817			(7,050		)	—			38,767
Total current liabilities	165,014			(71,986		)	2,676			95,704
Member redemption liability	6,215			—			—			6,215
Deferred revenue	2,092			(96		)	—			1,996
Long-term debt	220,000			(220,000		)	—			—
Deferred tax liabilities, net	24,025			(54,883		)	30,858		(k)	—
Other liabilities	9,295			(3,125		)	(18		)(f)	6,152
Total liabilities	426,641			(350,090		)	33,516			110,067
Commitments and contingencies
Stockholders’ equity:
Common stock	9			—			(8		)(m)	1
Additional paid-in capital	501,115			(381,790		)	8		(m)	119,333
Accumulated other comprehensive loss	(23,983		)	21,423			—			(2,560		)
Retained earnings (accumulated deficit)	(46,854		)	76,646			—			29,792
Total stockholders’ equity	430,287			(283,721		)	—			146,566
Total liabilities and total stockholders’ equity	$	856,928		$	(633,811	)	$	33,516		$	256,633

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

7

UNITED ONLINE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLDIATED FINANCIAL STATEMENTS

(a)Adjustments reflect the results of operations, assets, liabilities, and equity of FTD Companies and its subsidiaries (collectively, “FTD”), formerly the domestic and international operations of the Company’s FTD segment. Indirect overhead cost allocations are not included in these adjustments. The provision for income taxes was determined using U.S. GAAP intraperiod allocation rules.

(b)Adjustments reflect intercompany revenues from FTD Companies, which were eliminated in consolidation and therefore not included in United Online’s historical results. Revenues from FTD Companies are expected to continue to be earned, although at a higher margin, at least in the near term.

(c)Adjustments reflect intercompany cost of revenues associated with the intercompany revenues described in Note (b).

(d)Adjustments reflect intercompany sales and marketing costs associated with the intercompany revenues described in Note (b).

(e)Adjustments reflect the removal of non-recurring FTD Spin-Off Transaction costs which were directly related to the separation.

(f)Adjustment reflects the tax effect of the pro forma adjustments at the applicable combined federal and state statutory income tax rates of 37%, adjusted for the treatment of certain costs related to the FTD Spin-Off Transaction as a permanent difference beginning in 2013.

(g)Adjustment reflects the cash received from FTD Companies for the transfer of certain assets of United Online Software Development (India) Private Limited to a newly-formed India subsidiary of FTD Companies.

(h)Adjustment reflects the reclassification of net intercompany payables to accounts receivable, net of allowance for doubtful accounts.

(i)Adjustment reflects the transfer of certain software licenses to FTD Companies.

(j)Adjustment reflects the transfer of certain fixed assets of United Online Software Development (India) Private Limited to a newly-formed Indian subsidiary of FTD Companies.

(k)Adjustment reflects the reclassification of deferred tax liabilities, net to other assets.

(l)The pro forma basic and diluted net income per common share reflects the one-for-seven reverse split of United Online common stock.

(m)Adjustment reflects the reclassification of common stock amount to additional paid-in capital to reflect the one-for-seven reverse split of United Online common stock.

(n)Adjustment reflects an update to income allocated to participating securities due to change in net income for the period presented.

8