ANY FRACTIONAL
SHARES.
10.
COMPLIANCE WITH LAWS AND REGULATIONS.
(A)
THE EXERCISE OF THIS OPTION AND THE ISSUANCE OF THE OPTION SHARES
UPON SUCH EXERCISE SHALL BE SUBJECT TO COMPLIANCE BY THE CORPORATION AND
OPTIONEE WITH ALL APPLICABLE REQUIREMENTS OF LAW RELATING THERETO AND WITH ALL
APPLICABLE REGULATIONS OF ANY APPLICABLE STOCK EXCHANGE OR THE NASDAQ STOCK
MARKET ON WHICH THE COMMON STOCK MAY BE LISTED FOR TRADING AT THE TIME OF SUCH
EXERCISE AND ISSUANCE.
(B)
THE INABILITY OF THE CORPORATION TO OBTAIN APPROVAL FROM ANY
REGULATORY BODY HAVING AUTHORITY DEEMED BY THE CORPORATION TO BE NECESSARY TO
THE LAWFUL ISSUANCE AND SALE OF ANY COMMON STOCK PURSUANT TO THIS OPTION SHALL
RELIEVE THE CORPORATION OF ANY LIABILITY WITH RESPECT TO THE NON-ISSUANCE OR
SALE OF THE COMMON STOCK AS TO WHICH SUCH APPROVAL SHALL NOT HAVE BEEN OBTAINED.
11.
SUCCESSORS AND ASSIGNS.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED
IN PARAGRAPHS 3 AND 6, THE PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF, AND BE BINDING UPON, THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS
AND OPTIONEE, OPTIONEE'S ASSIGNS, THE LEGAL REPRESENTATIVES, HEIRS AND LEGATEES
OF OPTIONEE'S ESTATE AND ANY BENEFICIARIES OF THIS OPTION DESIGNATED BY
OPTIONEE.
12.
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO THE
CORPORATION UNDER THE TERMS OF THIS AGREEMENT SHALL BE IN WRITING AND ADDRESSED
TO THE CORPORATION AT ITS PRINCIPAL CORPORATE OFFICES.
ANY NOTICE REQUIRED TO
BE GIVEN OR DELIVERED TO OPTIONEE SHALL BE IN WRITING AND ADDRESSED TO OPTIONEE
AT THE ADDRESS INDICATED ON THE CORPORATION'S RECORDS.
ALL NOTICES SHALL BE
DEEMED EFFECTIVE UPON PERSONAL DELIVERY OR UPON DEPOSIT IN THE U.S. MAIL,
POSTAGE PREPAID AND PROPERLY ADDRESSED TO THE PARTY TO BE NOTIFIED.
5
13.
CONSTRUCTION.
THIS AGREEMENT AND THE OPTION EVIDENCED HEREBY ARE
MADE AND GRANTED PURSUANT TO THE PLAN AND ARE IN ALL RESPECTS LIMITED BY AND
SUBJECT TO THE TERMS OF THE PLAN.
ALL DECISIONS OF THE PLAN ADMINISTRATOR WITH
RESPECT TO ANY QUESTION OR ISSUE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL
BE CONCLUSIVE AND BINDING ON ALL PERSONS HAVING AN INTEREST IN THIS OPTION.
14.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
RESORT TO THAT STATE'S CONFLICT-OF-LAWS RULES.
6
EXHIBIT I
NOTICE OF EXERCISE
FOR EXERCISES EXECUTED THROUGH THE CORPORATION'S STOCK PLAN ADMINISTRATOR,
PLEASE SEE INSTRUCTIONS AND FORMS POSTED ON SUCH ADMINISTRATOR'S WEB SITE
I hereby notify United Online, Inc. (the "Corporation") that I elect to purchase
shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $
per
share (the "Exercise Price") pursuant to that certain option (the "Option")
granted to me under the Classmates Online, Inc. 2004 Stock Plan on
,
.
Concurrently with the delivery of this Exercise Notice to the Corporation, I
shall hereby pay to the Corporation the Exercise Price for the Purchased Shares
in accordance with the provisions of my agreement with the Corporation