AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

among

UNITED ONLINE, INC.,

UNOLA CORP.

and

FTD GROUP, INC.

Dated as of April 30, 2008

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TABLE OF DEFINITIONS

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2008 (this “ Agreement ”), is made and entered into among United Online, Inc., a Delaware corporation (“ Purchaser ”), UNOLA Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Purchaser (“ Merger Sub ”), and FTD Group, Inc., a Delaware corporation (the “ Company ”).

R E C I T A L S

WHEREAS, the respective boards of directors of Merger Sub and the Company each have approved and declared advisable, and the board of directors of Purchaser has approved, this Agreement and the Merger on the terms and subject to the conditions set forth herein; and

WHEREAS, it is the intention of the parties that Merger Sub merge with and into the Company, with the Company being the surviving corporation and a wholly owned Subsidiary of Purchaser; and

WHEREAS, Green Equity Investors IV, L.P. and FTD Co-Investment, LLC (the “ Principal Stockholders ”) have entered into a voting and support agreement in the form of Exhibit A to this Agreement, dated as of the date hereof, between the Principal Stockholders and Purchaser, pursuant to which the Principal Stockholders have agreed to vote, or cause to be voted, all of the shares of Company Common Stock owned by such Principal Stockholders in favor of the Merger and the other transactions contemplated by this Agreement as provided therein (the “ Voting and Support Agreement ”); and

WHEREAS, the board of directors of the Company (the “ Board ”) has unanimously (i) determined that the Merger is fair to, and in the best interests of, the Company and the holders of the outstanding shares of common stock, par value $0.01 per share (the “ Company Common Stock ”), of the Company, and has declared that the Merger is advisable, (ii) approved and declared advisable this Agreement and (iii) resolved to recommend (subject to the limitations contained herein) that the holders of Company Common Stock adopt this Agreement; and

WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection herewith.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

THE MERGER

1.1           The Merger .  On the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with this Agreement and the applicable provisions of the Delaware General Corporation Law

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(“ DGCL ”), and the separate corporate existence of Merger Sub shall thereupon cease (the “ Merger ”).  The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Corporation ”).

1.2           The Closing .  Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California 90071, at 10:00 a.m., local time, on the second business day following the satisfaction (or waiver if permissible) of the conditions set forth in ARTICLE VIII (other than those which, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver, if permissible, of such conditions) or on such other date, or at such other time or place, as is mutually agreeable to the Company and Purchaser.  The date on which the Closing occurs is hereinafter referred to as the “ Closing Date .”

1.3           Effective Time .  If all the conditions to the Merger set forth in ARTICLE VIII shall have been satisfied or, if permissible, waived in accordance herewith and this Agreement shall not have been terminated as provided in ARTICLE IX, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL and any other appropriate documents to be properly executed and filed in accordance with Section 251 of the DGCL on the Closing Date (or on such other date as Purchaser and the Company may agree).  The Merger shall become effective at the time of filing of the certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time that the parties hereto shall have agreed upon and designated in such filing as the effective time of the Merger (the “ Effective Time ”).

1.4           Effects of the Merger .  The Merger shall have the effects set forth in this Agreement and in Section 259 of the DGCL and the other applicable provisions of the DGCL.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property of the Company and Merger Sub shall vest in the Surviving Corporation, and all liabilities and obligations of the Company and Merger Sub shall become liabilities and obligations of the Surviving Corporation.

ARTICLE II

CERTIFICATE OF INCORPORATION AND BYLAWS
OF THE SURVIVING CORPORATION

2.1           Certificate of Incorporation .  At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and as so amended shall be the certificate of incorporation of the Surviving Corporation, until duly amended in accordance with applicable Law and the terms thereof; provided ; however , that Article First thereof shall read as follows: “The name of the Corporation is FTD Group, Inc. (hereinafter, the “ Corporation ”).”

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2.2           Bylaws .  At the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety the same as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation, until duly amended in accordance with applicable Law, the terms thereof and the Surviving Corporation’s certificate of incorporation.

ARTICLE III

DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

3.1           Directors .  The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time and until the earlier of their resignation or removal or until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation’s certificate of incorporation and bylaws.

3.2           Officers .  The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time and until the earlier of their resignation or removal or until their successors are duly appointed or elected in accordance with applicable Law and the Surviving Corporation’s certificate of incorporation and bylaws.

ARTICLE IV

EFFECT OF THE MERGER ON SECURITIES
OF MERGER SUB AND THE COMPANY

4.1           Effect of the Merger on Merger Sub Stock .  As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of common stock of Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time automatically shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

4.2            Effect of the Merger on Company Securities .

(a)        As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Company or any Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser or is held in the treasury of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

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(b)        As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than any shares of Company Common Stock to be canceled pursuant to Section 4.2(a)  and, except as provided in Section 4.2(c) , shares of Dissenting Common Stock, automatically shall be canceled, retired and shall cease to exist and shall be converted automatically into the right to receive, subject to paragraphs (i) and (ii) below of this Section 4.2(b) , (x) $7.34 in cash, without interest (the “ Cash Merger Consideration ”), (y) 0.4087 shares of common stock, par value $0.0001 per share (“ Purchaser Common Stock ”) of Purchaser, together with the applicable preferred stock purchase right under the Rights Agreement (the “ Rights Agreement ”), dated as of November 15, 2001, as amended as of April 29, 2003, and as it may be further amended or modified from time to time, by and between Purchaser and Computershare Trust Company, N.A. (successor in interest to U.S. Stock Transfer Corporation), as rights agent (the “ Stock Merger Consideration ”) and (z) $3.31 principal amount of 13% senior secured notes due 2013 of Purchaser (the “ Purchaser Notes ”) to be issued under and governed by an indenture (the “ New Indenture ”) to be entered into by and among Purchaser, the Subsidiaries of Purchaser that are guarantors of the Purchaser Notes and a trustee selected by Purchaser and reasonably acceptable to the Company (the “ Notes Trustee ”) which shall include the terms and provisions set forth in the Description of Notes (the “ Description of Notes ”) annexed as Exhibit C hereto (the “ Notes Merger Consideration , and together with the Stock Merger Consideration and Cash Merger Consideration, the “ Merger Consideration ”), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock (or, in the case of uncertificated shares, evidence of such share of Company Common Stock in book-entry form) in the manner provided in Section 4.3 , and no other consideration shall be delivered or deliverable on or in exchange therefor.

Notwithstanding the foregoing:

(i)        At any one time prior to the earlier of (a) the date the definitive Proxy/Prospectus is mailed to the stockholders of the Company and (b) the 105th day after the date hereof, upon written notice to the Company (a “ Substitution Notice ”), Purchaser shall have the right in its sole discretion to increase the Cash Merger Consideration by $2.81 (and pay related fees and expenses) ( i.e. , such that the total Cash Merger Consideration equals $10.15), which increase shall be effective upon the Company’s receipt of a Substitution Notice from Purchaser, in full substitution of the Notes Merger Consideration (in which case, references to “Cash Merger Consideration” shall be deemed to be the Cash Merger Consideration as increased pursuant to this Section 4.2(b) , and “Notes Merger Consideration” shall be deemed to be zero), provided that at the time Purchaser delivers a Substitution Notice to the Company, Purchaser or Merger Sub has entered into binding commitment letters (the “ Additional Financing Letters ”) pursuant to which it has received commitments from one or more lenders of financing in an amount (when combined with cash on hand at Purchaser agreed to be used as Cash Merger Consideration) sufficient to increase the Cash Merger Consideration by $2.81 ( i.e. , such that the total Cash Merger Consideration equals $10.15) in full substitution of all of the Notes Merger Consideration (the “ Additional Financing ”) on terms and conditions that (x) are

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not less favorable, in the aggregate, to Purchaser and Merger Sub with respect to conditionality (measured against the Financing Letters (it being understood that conditions contained in the Additional Financing that relate to Purchaser and are substantially identical to conditions in the Financing Letters that relate to the Company shall not be considered when determining the conditionality of the Additional Financing)) as determined in the reasonable judgment of Purchaser and Merger Sub; provided, however, that the inclusion in such Additional Financing Letters of the non-occurrence of a material adverse effect on Purchaser (an “ Additional Financing Material Adverse Effect ”) as a condition to the obligation of such lender or lenders to consummate the Additional Financing shall not be deemed to violate the provisions of this clause (x) so long as such Additional Financing Material Adverse Effect is not less favorable, in the aggregate, to Purchaser and Merger Sub than the definition of Purchaser Material Adverse Effect contained in this Agreement, and (y) would not reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement past the End Date.  The Purchaser shall have the right in its sole discretion, on or prior to the delivery of a Substitution Notice, to deliver the Additional Financing Letters to the Company for its written approval (which approval shall be granted or denied by the Company in its sole discretion consistent with the Board’s fiduciary duties within five business days after the Company’s receipt of the Substitution Notice).  In the event that the Company approves any Additional Financing Letters in accordance with the prior sentence, the Additional Financing contemplated by such approved Additional Financing Letters shall be considered an “ Approved Additional Financing ” for purposes of Section 8.3 .  The Substitution Notice (and corresponding increase in the Cash Merger Consideration in full substitution of the Notes Merger Consideration) pursuant to this Section 4.2(b)(i)  shall remain in effect for so long as an Additional Financing Termination has not occurred.  For the avoidance of doubt, upon the occurrence of an Additional Financing Termination (if any), subject to Section 4.2(b)(ii) , the Cash Merger Consideration shall be $7.34 in cash, without interest, and the Notes Merger Consideration shall be $3.31 principal amount of the Purchaser Notes, as if a Substitution Notice had never been delivered; and

(ii)       In the event that a CMC IPO (as defined in the Description of Notes) is consummated prior to the date the definitive Proxy/Prospectus is mailed to the stockholders of the Company and a Substitution Notice is not in effect in accordance with Section 4.2(b)(i) , Purchaser shall increase the Cash Merger Consideration by an amount equal to either, at the election of Purchaser, (x) $2.81 or (y) $1.405, in substitution of (i) in the case of clause (x) above, the full amount of the Notes Merger Consideration, or (ii) in the case of clause (y) above, in substitution of a principal amount of the Notes Merger Consideration equal to $1.655 (in either which case, subject to Section 4.2(b)(i) , references to “Cash Merger Consideration” shall be deemed to be the Cash Merger Consideration as increased pursuant to this Section 4.2(b)(ii)  and “Notes Merger Consideration” shall be deemed to be the Notes Merger Consideration as decreased pursuant to this Section 4.2(b)(ii) ).

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(c)        Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder of such shares of Company Common Stock who is entitled to demand and who has properly perfected appraisal rights with respect thereto in accordance with, and who has complied with, Section 262 of the DGCL (the “ Dissenting Common Stock ”) will not be converted into the right to receive the Merger Consideration as provided in Section 4.2(b) , but instead such holder of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Company Common Stock in accordance with the provisions of such Section 262 unless and until such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL.  If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Common Stock will thereupon be treated as if they had been converted into and have become, at the Effective Time, the right to receive, without any interest thereon, the Merger Consideration pursuant to Section 4.2(b) , any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions or payments payable pursuant to Section 4.3(d) .  At the Effective Time, shares of Dissenting Common Stock shall automatically be canceled, retired and shall cease to exist, and any holder of Dissenting Common Stock shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the immediately preceding sentence.  The Company shall give Purchaser (i) prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock and any withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands.  The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands or agree to do any of the foregoing.

(d)        At or immediately prior to the Effective Time, each unexercised and outstanding option to purchase shares of Company Common Stock (individually an “ Option ”, and collectively, the “ Options ”) under any plan, program or arrangement of the Company (collectively, the “ Stock Option Plans ”) (true and correct copies of which have been made available by the Company to Purchaser), that is then outstanding as of immediately prior to the Effective Time, if vested (such vested options being collectively referred to as the “ Vested Options ”), shall be canceled and, in consideration of such cancellation, the holder of a canceled Option shall, as of the Effective Time, be entitled to receive the Option Consideration.

(i)        For purposes of this Agreement, “ Option Consideration ” means (x) an amount of cash equal to the positive difference, if any, between the Total Option Cash Consideration, less the Total Cash Exercise Price; (y) the number of shares of Purchaser Common Stock equal to the positive difference, if any, between the Total Option Stock Consideration less the Total Company Stock Exercise Price; and, if applicable, (z) the principal amount of the Purchaser Notes equal to the positive difference, if any, between the Total Option Notes Consideration less the Total Notes Exercise Price.

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(ii)        For purposes of this Agreement, “ Purchaser Common Stock Value ” means the last reported sales price of Purchaser Common Stock at the end of regular trading hours on The NASDAQ Global Select Market on the Closing Date.

(iii)       For purposes of this Agreement, “ Total Option Cash Consideration ” means the product of (x) the Cash Merger Consideration multiplied by (y) the number of shares of Company Common Stock subject to such Option immediately prior to the Effective Time.

(iv)       For purposes of this Agreement, “ Total Option Notes Consideration ” means the product of (x) the Notes Merger Consideration multiplied by (y) the number of shares of Company Common Stock subject to such Option immediately prior to the Effective Time.

(v)        For purposes of this Agreement, “ Total Option Stock Consideration ” means the product of (x) the Stock Merger Consideration multiplied by (y) the number of shares of Company Common Stock subject to such Option immediately prior to the Effective Time.

(vi)       For purposes of this Agreement, “ Total Cash Exercise Price ” means the product of (x) the aggregate exercise price of such Option, multiplied by (y) a fraction, the numerator of which is the Cash Merger Consideration, and the denominator of which is the sum of (A) the Cash Merger Consideration, (B) the product of the Stock Merger Consideration multiplied by the Purchaser Common Stock Value and (C) the Notes Merger Consideration (if any).

(vii)      For purposes of this Agreement, “ Total Notes Exercise Price ” means the product of (x) the aggregate exercise price of such Option, multiplied by (y) a fraction, the numerator of which is the Notes Merger Consideration, and the denominator of which is the sum of (A) the Cash Merger Consideration, (B) the product of the Stock Merger Consideration multiplied by the Purchaser Common Stock Value and (C) the Notes Merger Consideration (if any).

(viii)     For purposes of this Agreement, “ Total Company Stock Exercise Price ” means (A) the aggregate exercise price of such Option, multiplied by a fraction, the numerator of which is the product of the Stock Merger Consideration and the Purchaser Common Stock Value and the denominator of which is the sum of (x) the Cash Merger Consideration, (y) the product of the Stock Merger Consideration multiplied by the Purchaser Common Stock Value and (z) the Notes Merger Consideration (if any), divided by (B) the Purchaser Common Stock Value.

All amounts payable pursuant to this Section 4.2(d)  shall be reduced by any required withholding of taxes in accordance with Section 4.3(o)  and shall be paid without interest.  All required

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withholding of taxes shall be applied proportionately to the Total Option Cash Consideration, the Total Option Stock Consideration (based upon the Purchaser Common Stock Value) and the Total Option Notes Consideration (if any).

(e)         Except as otherwise may be agreed to by the parties or as set forth below, Purchaser shall assume the Company’s 2005 Amended and Restated Equity Incentive Award Plan (the “ 2005 Plan ”) effective as of the Effective Time.  Notwithstanding the above, Purchaser may, upon written notice to the Company no later than ten days prior to Purchaser’s good faith estimation of the Effective Time, elect to require the Company to amend the 2005 Plan to limit or reduce the number of shares of Company Common Stock available under the 2005 Plan (but not below the number of shares of Company Common Stock issuable upon the then outstanding Options) or to terminate the 2005 Plan effective as of the Effective Time.  As soon as reasonably practicable after receipt of such notice, the Company shall amend or terminate (as applicable), effective as of the Effective Time, the 2005 Plan as requested in writing by Purchaser and subject to the preceding sentence.  In addition, effective as of the Effective Time, the Company shall (i) cancel each other Stock Option Plan (if any) and any other plan, program, arrangement, or agreement providing for the issuance or grant of any interest in respect of the capital stock (or any interest convertible into or exchangeable for such capital stock) of the Company or any Subsidiary thereof and (ii) accelerate and cancel the Options in accordance with Sections 4.2(d)  and 7.8 .

4.3            Exchange of Certificates Representing Shares of Company Common Stock .

(a)         Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company reasonably satisfactory to the Company, to act as paying agent hereunder (the “ Paying Agent ”) for the purpose of exchanging certificates representing Company Common Stock (or, in the case of uncertificated shares, evidence of such share of Company Common Stock in book-entry form) (each, a “ Certificate ”) for the Merger Consideration in accordance with this ARTICLE IV.  At or prior to the Effective Time, Purchaser shall deposit with, or shall cause to be deposited with, the Paying Agent (i) certificates evidencing the aggregate number of shares of Purchaser Common Stock constituting the aggregate Stock Merger Consideration, (ii) cash in an amount sufficient to pay the aggregate Cash Merger Consideration and (iii) Purchaser Notes evidencing the aggregate Notes Merger Consideration (if any) (in each case other than for shares of Dissenting Common Stock, if any), in each case pursuant to Section 4.2(b) .  In addition, Purchaser shall deposit with, or shall cause to be deposited with, the Paying Agent, as necessary from time to time after the Effective Time, any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions or payments payable pursuant to Section 4.3(d) .  All shares of Purchaser Common Stock, Purchaser Notes, cash, dividends, distributions and other payments deposited with the Paying Agent pursuant to this Section 4.3(a)  is hereinafter referred to as the “ Exchange Fund .”

(b)         Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (other than the Company, any Subsidiary of the Company, Purchaser, Merger Sub or any other Subsidiary of Purchaser) of a Certificate (i) a letter of transmittal in form and substance reasonably satisfactory to the Company and Merger

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Sub prior to the Effective Time that shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which letter shall be in such form and have such other provisions as are reasonable and customary (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) in transactions such as the Merger and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration, any dividends or other distributions in respect of Purchaser Common Stock or any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d) , cash in lieu of fractional shares of Purchaser Common Stock payable pursuant to Section 4.3(e)  and cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f) .  Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed (or, if applicable, delivery of an “agent’s message”) in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall promptly be entitled to receive in exchange therefor (A) a certificate or certificates evidencing the number of whole shares of Purchaser’s Common Stock pursuant to Section 4.2(b)  in respect of the shares of Company Common Stock formerly evidenced by such Certificate (after taking into account all Certificates surrendered by such holder), (B) the Cash Merger Consideration pursuant to Section 4.2(b)  in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (C) a Purchaser Note or Purchaser Notes evidencing the Notes Merger Consideration (if any) pursuant to Section 4.2(b)  in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (D) cash in lieu of any fractional shares of Purchaser Common Stock payable pursuant to Section 4.3(e) , (E) cash in lieu of any Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and (F) any dividends or other distributions in respect of Purchaser Common Stock or any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d) , after giving effect to any tax withholdings required by applicable Law, and the Certificate so surrendered shall forthwith be canceled.  No interest will be paid or will accrue on any payment payable upon surrender of any Certificate, except that all Purchaser Notes issued as Notes Merger Consideration shall be deemed issued and outstanding as of the Effective Time and interest thereon shall accrue in accordance with the terms of the Purchaser Notes and the New Indenture commencing as of the Closing Date and shall be payable on the applicable interest payment date to the holders of record thereof as of the applicable record date in accordance with the terms of the Purchaser Notes and the New Indenture (provided that, in accordance with Section 4.3(d) , no interest payments in respect of the Purchaser Notes shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered in accordance with this Section 4.3 ).  In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made with respect to such Company Common Stock to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

(c)         As of the Effective Time, all shares of Company Common Stock (other than shares of Company Common Stock to be canceled and retired in accordance with Section 4.2(a)  and any shares of Dissenting Common Stock) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares shall cease to have any rights

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with respect thereto or arising therefrom (including, without limitation, the right to vote), except the right to receive, without interest (other than interest accruing after the Closing Date on the Purchaser Notes issued as Notes Merger Consideration as provided in Section 4.3(b) ), the Merger Consideration pursuant to Section 4.2(b) , any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions in respect of Purchaser Common Stock or any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d) , upon surrender of the Certificate representing such shares in accordance with Section 4.3(b) , and until so surrendered, each Certificate representing such shares shall represent for all purposes only the right to receive, without interest (other than interest accruing after the Closing Date on the Purchaser Notes issued as Notes Merger Consideration as provided in Section 4.3(b) ), the Merger Consideration pursuant to Section 4.2(b) , any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d) .  The Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d)  paid upon the surrender for exchange of Certificates in accordance with the terms of this Section 4.3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates.

(d)         No dividends or other distributions with respect to Purchaser Common Stock or any interest payments or other payments with respect to the Purchaser Notes, as the case may be, with a record date or an interest payment date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Purchaser Common Stock or the Purchaser Notes (if any) that the holder thereof has the right to receive upon the surrender of such Certificate, and no cash payment in lieu of fractional shares of Purchaser Common Stock or Fractional Purchaser Notes shall be paid to any such holder pursuant to Section 4.3(e)  or Section 4.3(f) , unless and until the holder of such Certificate shall have surrendered such Certificate in accordance with this ARTICLE IV.  Subject to the effect of escheat or other applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Purchaser Common Stock issued in exchange therefor, in addition to the Merger Consideration deliverable therefor pursuant to Section 4.2(b) , without interest (other than interest accruing after the Closing Date on the Purchaser Notes issued as Notes Merger Consideration as provided in Section 4.3(b) ), (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Purchaser Common Stock to which such holder is entitled pursuant to Section 4.3(e) , (B) at the time of such surrender, the amount of any cash payable in lieu of a Fractional Purchaser Note to which such holder is entitled pursuant to Section 4.3(f) , (C) at the time of such surrender, the amount of dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in each case, with a record date after the Effective Time but prior to surrender and a payment date on or prior to the date of such surrender, payable with respect to, but not previously paid with respect to, such whole shares of Purchaser Common Stock or the Purchaser Notes (if any), as applicable and (D) at the appropriate payment

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date, the amount of dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in either case, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Purchaser Common Stock or the Purchaser Notes, as the case may be.

(e)         No certificate or scrip representing fractional shares of Purchaser Common Stock shall be issued upon the surrender for exchange of Certificates or upon cancellation of Options pursuant to Section 4.2(d)  and such fractional share interests shall not entitle the owner thereof to any dividends or other distributions or to vote or to any other rights of a stockholder of Purchaser.  Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Merger or Options canceled pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (after taking into account, as applicable, all Certificates delivered by such holder and the aggregate number of shares of Company Common Stock represented thereby and/or Options held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product obtained by multiplying (i) such fractional share interest of Purchaser Common Stock by (ii) the Purchaser Common Stock Value.

(f)          No Purchaser Note that has a principal amount of less than $1.00 (a “ Fractional Purchaser Note ”) shall be issued upon the surrender for exchange of Certificates or upon cancellation of Options pursuant to Section 4.2(d)  and such Fractional Purchaser Note shall not entitle the owner thereof to any interest payments or other payments with respect to the Purchaser Notes.  Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Merger or Options canceled pursuant to the Merger who would otherwise have been entitled to receive a Fractional Purchaser Note (after taking into account, as applicable, all Certificates delivered by such holder and the aggregate number of shares of Company Common Stock represented thereby and/or Options held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the principal amount of such Fractional Purchaser Note.

(g)         If any certificate for shares of Purchaser Common Stock or any Purchaser Note is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition to the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise be in proper form for transfer and that the person requesting such exchange will have paid to Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Purchaser Common Stock or Purchaser Note in any name other than that of the registered holder of the Certificate surrendered, or will have established to the satisfaction of Purchaser or any agent designated by it that such tax has been paid or is not payable.

(h)         If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Purchaser or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, any stock dividend thereon with a record date during such period, or any issuance, exercise or exchange of any Rights (as defined in the Rights Agreement), the Merger Consideration and any number or amount contained in this Agreement

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which is based on the price of Purchaser Common Stock or Company Common Stock or the number of shares of Purchaser Common Stock or Company Common Stock, as the case may be, shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend thereon, or issuance, exercise or exchange of Rights.  Nothing contained in this Section 4.3(h)  shall limit the obligations of the Company and Purchaser under Sections 7.1(b)  and 7.1(d) , respectively.

(i)          At or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock, other than transfers that occurred prior to the Effective Time.  If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this ARTICLE IV.

(j)          The Paying Agent shall invest the Exchange Fund, as directed by Purchaser, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Moody’s Investors Services, Inc. or Standard & Poor’s Rating Group, a division of The McGraw Hill Companies, Inc., or (iv) bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $500 million.  Any net earnings with respect to the Exchange Fund shall be the property of and paid over to Purchaser as and when requested by Purchaser; provided , however , that any such investment or any such payment of earnings may not materially delay the receipt by holders of Certificates of any Merger Consideration.

(k)         Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company one year after the Effective Time shall be delivered to the Surviving Corporation.  Any former stockholders of the Company who have not theretofore complied with this ARTICLE IV shall thereafter look only to the Surviving Corporation with respect to the Merger Consideration pursuant to Section 4.2(b) , any cash in lieu of fractional shares payable pursuant to Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f)  and any dividends or other distributions or payments payable pursuant to Section 4.3(d) , upon due surrender of their Certificates, in each case without any interest thereon (other than interest accruing after the Closing Date on the Purchaser Notes issued as Notes Merger Consideration as provided in Section 4.3(b) ).

(l)          None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any holder of Company Common Stock or Purchaser Common Stock, as the case may be, for any portion of the Merger Consideration or Option Consideration (or dividends or distributions or payments with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Laws following the passage of time specified therein.

(m)        If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be

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made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration pursuant to Section 4.2(b) , any dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in either case payable pursuant to Section 4.3(d) , any cash in lieu of fractional shares payable pursuant to Section 4.3(e)  and any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f) , in each case pursuant to this ARTICLE IV.

(n)         Except as otherwise provided herein, Purchaser shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of the Merger Consideration for Certificates.

(o)         The Paying Agent, the Surviving Corporation and, to the extent permitted by applicable Law, Merger Sub, shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Vested Options such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), or any provision of applicable state, local or foreign tax Law.  To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holders in respect of which such deduction and withholding was made.

(p)         Prior to the Effective Time, Purchaser, the Company and Paying Agent shall mutually agree on the mechanics for the payment (as promptly as practicable following the Effective Time) to holders of Options canceled pursuant to Section 4.2(d)  of the Option Consideration, any cash in lieu of fractional shares of Purchaser Common Stock in accordance with Section 4.3(e) , any cash in lieu of Fractional Purchaser Notes in accordance with Section 4.3(f)  and any dividends or other distributions in respect of Purchaser Common Stock and any interest payments or other payments on the Purchaser Notes, in either case, to which such holders of canceled Options are entitled consistent with Section 4.3(d) .

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter, dated the date hereof, delivered by the Company to Purchaser prior to the execution of this Agreement (the “ Company Disclosure Letter ”) with specific reference to the particular Section or subsection of this Agreement to which the limitation set forth in such Company Disclosure Letter relates (it being understood that any information set forth in a particular Section or subsection of the Company Disclosure Letter shall be deemed to apply to and qualify each other Section or subsection thereof or hereof to the extent that it is reasonably apparent on its face that such information is relevant to such other Section or subsection thereof or hereof), the Company hereby represents and warrants to Purchaser and Merger Sub as follows:

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5.1            Existence; Good Standing; Corporate Authority .  (a) The Company is a corporation duly organized and is validly existing and in good standing under the laws of the State of Delaware, (b) each Subsidiary of the Company is a corporation duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and (c) each of the Company and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except, in the case of the foregoing clauses (b) and (c), where the failure to be so licensed or qualified or to be in good standing, has not had and would not reasonably be expected to have a Company Material Adverse Effect (provided, that references to good standing in clauses (b) and (c) above shall not refer to FTD UK Holdings Limited and its Subsidiaries incorporated under the laws of England and Wales).  For purposes of this Agreement, “ Company Material Adverse Effect ” means any change, circumstance, development, occurrence, event, fact or effect (each, a “ Company Effect ”) that, when considered either individually or together with all other Company Effects, is or is reasonably likely to be materially adverse to (i) the business, properties, assets, liabilities, consolidated results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that any such Company Effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (i) any conditions, developments or changes affecting the industries in which the Company and its Subsidiaries operate; (ii) any conditions affecting the United States general economy or the general economy in any geographic area in which the Company or its Subsidiaries operate or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural disasters; (v) compliance by the Company and its Subsidiaries with the covenants contained in this Agreement (provided that this clause shall not apply to Company Effects resulting from compliance with Section 7.1(a) ); (vi) the failure of the financial or operating performance of the Company or its Subsidiaries to meet internal projections or budgets for any period in and of itself (it being understood that any fact or development giving rise to or contributing to such failure may be the cause of a Company Material Adverse Effect if not otherwise excluded pursuant to this definition); (vii) any action taken or omitted to be taken by or at the written request or with the written consent of Purchaser; (viii) any announcement of this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (ix) changes in any Laws or accounting principles; or (x) any Company Effects arising out of or resulting from any legal claims or other proceedings made by any of the Company’s stockholders (on their own behalf or on behalf of the Company) arising out of or related to this Agreement or the Merger; provided, however, that Company Effects set forth in clauses (i), (ii), (iii), (iv) and (ix) above may be taken into account in determining whether there has been or is a Company Material Adverse Effect if and only to the extent such Company Effects have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to the other participants in the floral industry in North America and the United Kingdom (after taking into account the size of the Company and its Subsidiaries relative to such other participants).  Each of the Company and its Subsidiaries has all requisite corporate power and

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authority to own, operate, license and lease its properties and carry on its business as now conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect.  The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its material Subsidiaries as currently in effect.  The corporate records and minute books of the Company and each of its Subsidiaries reflect all material actions taken and authorizations made at meetings of such companies’ board of directors or any committees thereof and at any stockholders’ meetings thereof.

5.2            Authorization, Validity and Effect of Agreements .

(a)         The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents executed in connection herewith (the “ Ancillary Documents ”) to which it is a party and subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock (the “ Stockholder Approval ”), to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the Ancillary Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board, and no other corporate proceedings on the part of the Company or approvals from any holders of equity securities of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby and thereby (other than the Stockholder Approval).  This Agreement has been, and any Ancillary Document to which it is a party at the time of execution will have been, duly and validly executed and delivered by the Company, and (assuming this Agreement and such Ancillary Documents  each constitute a valid and binding obligation of Purchaser and Merger Sub to the extent party thereto) constitutes or, in the case of any such documents entered into after the date of this Agreement will constitute, the valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b)         On or prior to the date hereof, the Board has duly adopted resolutions (i) evidencing its determination that as of the date hereof this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approving this Agreement, the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and the Merger advisable and (iv) recommending that the stockholders of the Company adopt this Agreement and approve the Merger and the other transactions contemplated hereby (the “ Company Recommendation ”), and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way.  No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the Company, the Company Common Stock, the Merger or the other transactions contemplated by this Agreement and the Voting and Support Agreement.  To the knowledge of the Company, no other anti-takeover laws or regulations apply or purport to apply to this Agreement, the Ancillary Documents to which it is a party or any of

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the transactions contemplated hereby or thereby.  No provision of the certificate of incorporation or the bylaws of the Company or similar governing instruments of any of its Subsidiaries would, directly or indirectly, restrict or impair the ability of Purchaser to vote, or otherwise to exercise the rights of a stockholder with respect to, any shares of the Company and any of its Subsidiaries that may be acquired or controlled by Purchaser.

5.3            Compliance with Laws .

(a)         Neither the Company nor any of its Subsidiaries is in material violation of any foreign or domestic, federal, state, provincial, local, municipal or other law (including common law), statute, ordinance, rule, regulation, code, injunction, ordinance, convention, directive, order, judgment, award, writ, stipulation, treaty, ruling or decree or other legal requirement (including any arbitral award or decision) (the “ Laws ”) of any foreign or domestic, federal, state, provincial, local, municipal, or other judicial, legislative, executive, administrative or regulatory body or authority or any court, arbitral body, board or tribunal (“ Governmental Entity ”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets.  To the knowledge of the Company, neither the Company nor any of its Subsidiaries is being investigated with respect to, and, to the knowledge of the Company, none of the Company nor any of its Subsidiaries has been threatened to be charged with or given notice of any violation of, any applicable Law, except for such of the foregoing as would not reasonably be expected to have a Company Material Adverse Effect.

(b)         To the Company’s knowledge, none of the Company, any of its Subsidiaries or any of the directors, officers, agents or employees of the Company or any of its Subsidiaries has, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.  Neither the Company nor any of its Subsidiaries has participated in any boycotts.

5.4            Capitalization .

(a)         The authorized capital stock of the Company consists solely of 75,000,000 shares of Company Common Stock and 200,000 shares of preferred stock, par value $0.01 per share (the “ Company Preferred Stock ”).  As of the close of business on April 25, 2008, (i) 29,832,301 shares of Company Common Stock were issued and outstanding (excluding shares held by the Company in its treasury), (ii) no shares of Company Preferred Stock were outstanding, (iii) Options to purchase an aggregate of 1,792,870 shares of Company Common Stock were outstanding, (iv) no shares of Company Common Stock were held by the Company in its treasury and (v) no shares of capital stock of the Company were held by the Company’s Subsidiaries.  The Company has no outstanding bonds, debentures, notes or other securities or obligations entitling the holders thereof to vote (or that are convertible into or exercisable or exchangeable for, or that evidence the right to subscribe for or acquire, securities having the right to vote) with the stockholders of the Company on any matter.  Except as set forth in Section 5.4 of the Company Disclosure Letter, since June 30, 2007, the Company has not (A) issued any shares of capital stock, restricted stock or other securities other than shares of Company Common Stock upon the exercise of Options, (B) granted any Options, or (C) split, combined,

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converted or reclassified any of its shares of capital stock.  All issued and outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.  Except as set forth in this Section 5.4 and Section 5.5(a) of the Company Disclosure Letter, there are no other shares of capital stock, equity interests or voting securities of the Company or any of its Subsidiaries, and no options, warrants, calls, subscriptions, convertible, exercisable or exchangeable securities or other rights, agreements or commitments that obligate the Company or any of its Subsidiaries to issue, transfer, grant, enter into or sell or cause to be issued, transferred, granted, entered into or sold any shares of capital stock of, or equity interests in or any security convertible into or exercisable or exchangeable for, or that evidence the right to subscribe for or acquire any capital stock or equity interest in, the Company or any of its Subsidiaries or any such option, warrant, call, subscription, security or other right, agreement or commitment or that give any person the right to receive any economic interest in the Company or any of its Subsidiaries.

(b)         Except as set forth in Section 5.4(b) of the Company Disclosure Letter, there are no (i) outstanding agreements or other obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire (or cause to be repurchased, redeemed or otherwise acquired) any shares of capital stock of the Company or any of its Subsidiaries and there are no performance awards outstanding under the Stock Option Plans or any other outstanding stock-related awards, stock appreciation, phantom stock, profit participation or similar rights or (ii) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or, to the knowledge of the Company, any of the Company’s directors or executive officers is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries, other than the Voting and Support Agreement.  Section 5.4(b) of the Company Disclosure Letter sets forth a complete and accurate list of all outstanding Options granted pursuant to any Stock Option Plan as of the date hereof, which list sets forth the name of the holders thereof and, to the extent applicable, the exercise price or purchase price thereof, the number of shares of Company Common Stock subject thereto, the governing Stock Option Plan with respect thereto and the expiration date thereof.  No agreement or understanding requires consent or approval from the holder of any Option to effectuate the terms of this Agreement.

5.5            Subsidiaries .

(a)         Section 5.5(a) of the Company Disclosure Letter lists each Subsidiary of the Company together with the stockholders thereof and their respective percentage ownership and the jurisdiction of incorporation of each such Subsidiary.  Except for the shares of capital stock in each Subsidiary of the Company, and as set forth in Section 5.5(a) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any other Person or have any obligation or agreement to make any capital contribution to, invest in or otherwise acquire any capital stock of or ownership interest in any other Person.

(b)         The Company owns, directly or indirectly through a Subsidiary, all the outstanding shares of capital stock (or other ownership interests) of each of the Company’s Subsidiaries.

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(c)         Except as set forth in Section 5.5(c) of the Company Disclosure Letter, each of the outstanding shares of capital stock (or other ownership interests) of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and free of preemptive or similar rights, and is owned, directly or indirectly, by the Company or one of its Subsidiaries free and clear of all liens, pledges, security interests, charges, claims or other encumbrances of any kind or nature (“ Encumbrances ”), and all other limitations or restrictions  including on the right to vote, sell or otherwise dispose of the stock or other ownership interest.

5.6            No Violation .  Neither the execution and delivery by the Company of this Agreement or any of the Ancillary Documents to which it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby does or will:  (a) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries; (b) violate, conflict with, result in a breach of a provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation or amendment or in a right of termination, cancellation or amendment of, accelerate the performance required by or result in a loss of a benefit under, result in the triggering of any payment, penalty or other obligations pursuant to any Contract (as hereinafter defined); (c) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the properties of the Company or its Subsidiaries, except for any such matters referenced in clauses (b) and (c) with respect to which requisite waivers or consents have been, or prior to the Effective Time will be, obtained or with respect to any matters that would not reasonably be expected to have a Company Material Adverse Effect; (d) require any consent, approval, action, order, notification or authorization of, license, Permit or waiver by or declaration, filing or registration (collectively, “ Consents ”) with any Governmental Entity, including any such Consent under the Laws of any foreign jurisdiction, other than (i) the filing of the Proxy/Prospectus with the SEC and the filing with the SEC of such other filings required under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state blue-sky laws, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and the filing and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable Law governing antitrust or competition matters, and any Consents required to be obtained pursuant to the Laws of any foreign jurisdiction relating to antitrust matters or competition (“ Foreign Antitrust Laws ”) (collectively, “ Other Antitrust Filings and Consents ,” and, together with the other filings described in clauses (i) and (ii) above, and (iii) and (iv) below, “ Regulatory Filings ,”), (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) any filings required by the rules and regulations of the New York Stock Exchange, and (v) those Consents the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect; or (e) violate any Laws applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, except for violations that would not reasonably be expected to have a Company Material Adverse Effect.  Neither the execution and delivery by the Company of this Agreement or any of the Ancillary Documents to which it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby will require any Consent of any Person (other than any Governmental Entity) except (i) under those Contracts set forth in Section 5.6 of the Company Disclosure Letter, (ii) for the

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Stockholder Approval, and (iii) under those Contracts that are not Material Contracts, the failure of which to make or obtain would not be reasonably expected to have a Company Material Adverse Effect.

5.7            Company Reports .  The Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents (including all exhibits, amendments and supplements thereto) required to be filed with, or furnished to, the Securities and Exchange Commission (the “ SEC ”) by the Company since June 30, 2005, and has previously made available to Purchaser and Merger Sub true and complete copies of (i) the Annual Reports on Form 10-K for the fiscal years ended June 30, 2005, 2006 and 2007 filed by the Company with the SEC, (ii) information or proxy statements relating to all of the Company’s meetings of stockholders held or scheduled to be held since June 30, 2005, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed since June 30, 2007 by the Company with the SEC prior to the date hereof (all such documents, as amended or supplemented, including any information incorporated by reference therein, are referred to collectively as, the “ Company Reports ”).  Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of the Company contained in the Company Reports (or incorporated therein by reference) (i) were or, in the case of the Company Reports filed or furnished on or after the date hereof, will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“ GAAP ”) (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject in the case of interim unaudited financial statements to normal year-end audit adjustments, and (ii) complied or, in the case of Company Reports furnished or filed on or after the date hereof, will comply, as to form as of their respective dates in all material respects with applicable rules and regulations (including accounting requirements) of the SEC.  As of their respective dates, each Company Report was prepared in accordance with and complied (or, in the case of Company Reports furnished or filed on or after the date hereof, will be prepared in accordance with and will comply) in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), as applicable, and the rules and regulations of the SEC promulgated thereunder, and the Company Reports (including all financial statements included therein and all exhibits and schedules thereto and all documents incorporated by reference therein) did not (or, in the case of Company Reports furnished or filed on or after the date hereof, will not), as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case of other Company Reports, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The Company has made available to Purchaser copies of all material comment letters received by the Company from the SEC since January 1, 2005 and relating to any Company Reports, together with all written responses of the Company thereto sent to the SEC.  As of the date hereof, (i) there are no material outstanding or material unresolved comments in comment letters received from the SEC staff with respect to the Company Reports, and (ii) none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC

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investigation.  None of the Subsidiaries is required to file any forms, reports or other documents with the SEC.

5.8            Absence of Certain Changes .  From June 30, 2007 through the date hereof, the Company and each of its Subsidiaries have conducted their business in the ordinary course of such business consistent with past practices, except as contemplated by this Agreement in connection with the Merger and the transactions contemplated thereby.  From June 30, 2007 through the date hereof, neither the Company nor any of its Subsidiaries has engaged in any transaction or series of transactions material to the Company and its Subsidiaries in the aggregate, other than in the ordinary course of business consistent with past practice, and there have not been (a) any Company Effects that constitute a Company Material Adverse Effect; (b) except as set forth in Section 5.8 of the Company Disclosure Letter, any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company; (c) any issuance by the Company, or agreement or commitment of the Company to issue, any shares of capital stock or securities convertible into or exercisable exchangeable for, or that evidence the right to subscribe for or acquire, shares of capital stock; (d) any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (e) any material change in accounting principles, practices or methods; (f) except as set forth in Section 5.8 of the Company Disclosure Letter, any entry into any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors or officers; (g) except as set forth in Section 5.8 of the Company Disclosure Letter, any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees; (h) any revaluation by the Company or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business consistent with past practices; (i) except as set forth in Section 5.8 of the Company Disclosure Letter, any sale or other transfer of any material assets of the Company or any of its Subsidiaries; (j) any action of the type described in Section 7.1(a)  or Section 7.1(b)  that had such Section been in effect when such action was taken would be in violation of such Section; and (k) any agreement by the Company or its Subsidiaries to take any of the actions referred to in clauses (b) through (i) of this sentence.

5.9            Taxes .  Except as set forth in Section 5.9 of the Company Disclosure Letter, (a) all U.S. Federal income and all other material Tax returns, statements, reports and forms (collectively, the “ Company Returns ”) required to be filed with any taxing authority by the Company and each of its Subsidiaries have been timely filed in accordance in all material respects with all applicable Laws; (b) the Company and each of its Subsidiaries have timely paid all material Taxes due and payable and the Company Returns are true, correct and complete in all material respects; (c) the Company and each of its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Third Party (as hereinafter defined); (d) there is no action, suit,

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proceeding, audit or claim pending against the Company or any of its Subsidiaries in respect of any Taxes, nor has any such action, suit, proceeding, audit or claim been threatened in writing; (e) neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing or allocation agreement or similar contract or agreement or any agreement that obligates them to make any payment computed by references to the Taxes, taxable income or taxable losses of any other Person; (f) there are no liens with respect to Taxes (other than Taxes not yet due and payable) on any of the assets or properties of the Company or any of its Subsidiaries; (g) neither the Company nor any of its Subsidiaries (1) is, or has been, a member of an affiliated, consolidated, combined or unitary group, other than one of which the Company was the common parent and (2) has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), or as a transferee or successor, by contract or otherwise; (h) neither the Company nor any of its Subsidiaries has agreed to make or is required to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (i) no waivers of statutes of limitation with respect to any Company Returns have been given by the Company or any of its Subsidiaries; (j) all deficiencies asserted or assessments made as a result of any examinations of the Company or any of its Subsidiaries have been fully paid, or are fully reflected as a liability in the Company 2007 Balance Sheet, or are being contested and an adequate reserve therefor has been established and is fully reflected in the Company 2007 Balance Sheet; (k) none of the Company or any of its Subsidiaries has received written notice from any Governmental Entity in a jurisdiction in which such entity does not file a Tax return stating that such entity is or may be subject to taxation by that jurisdiction that has not previously been resolved; (l) none of the assets of the Company or any of its Subsidiaries is property required to be treated as being owned by any other Person pursuant to the “ safe harbor lease ” provisions of former Section 168(f)(8) of the Code; and (m) neither the Company nor any predecessors of the Company by merger or consolidation has within the past three years been a party to a transaction intended to qualify under Section 355 of the Code or under so much of Section 356 of the Code as relates to Section 355 of the Code.  The term “ Tax ” or “ Taxes ” means all United States federal, state, local or foreign income, profits, estimated gross receipts, windfall profits, environmental (including taxes under Section 59A of the Code), severance, property, intangible property, occupation, production, sales, use, license, excise, emergency excise, franchise, escheat, capital gains, capital stock, employment, withholding, social security (or similar), disability, transfer, registration, stamp, payroll, goods and services, value added, alternative or add-on minimum tax, estimated, or any other tax, custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest, penalties, fines, related liabilities or additions to taxes that may become payable in respect therefor, imposed by any Governmental Entity, whether disputed or not.

5.10          Employee Benefits .

(a)         Except as set forth in Section 5.10(a) of the Company Disclosure Letter, none of the Company or any ERISA Affiliate maintains, administers, sponsors or otherwise has any liability with respect to (i) any “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (ii) any employment, severance or similar contract, plan, arrangement or policy or (iii) any other material plan or arrangement (written or oral) whether or not subject to ERISA (including any funding mechanism therefore now in effect or required) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive, retention or

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deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical, life insurance benefits or “relevant benefits” within the meaning of section 393B of the Income Tax (Earnings and Pensions) Act 2003 (UK) (ignoring the exemption contained in that section), including the payment of contributions to or remuneration referable to contributions to any personal pension scheme, stakeholder pension scheme, retirement annuity contract or similar arrangement (“ Relevant Benefits ”)), which, without limiting any other limitation hereof, in each case specified in subsection (i), (ii) or (iii), covers any employee or former employee or director of the Company or any of its Subsidiaries (collectively, the “ Company Employee Plans ”).  Other than with respect to any multiemployer plan as defined in Section 4001 of ERISA, the Company has delivered or made available to Purchaser (i) current, accurate and complete copies (or to the extent no such copy exists, an accurate description of the material features) of each Company Employee Plan and, if applicable, related trust agreements, (ii) all amendments thereto, and (iii) if applicable, the two most recently prepared (A) Forms 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports, and (D) with respect to Company Employee Plans operating in the United Kingdom, schedules of contributions, all investment and insurance contracts and full membership data.  All of the information and documents which have been made available, or given by or on behalf of the Company to Purchaser, its advisers or agents relating to the Company Employee Plans and any Relevant Benefits before or during the negotiation of this Agreement are true and complete.  An “ ERISA Affiliate ” means any Person which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code.

(b)         None of the Company, any of its Subsidiaries, or any ERISA Affiliate has incurred any liability under Title IV of ERISA which has not been satisfied (other than for premiums to the Pension Benefit Guaranty Corporation (“ PBGC ”) not yet due) with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) or any multiemployer plan (as defined in Section 3(37) of ERISA), and no events have occurred and no circumstances exist that would reasonably be expected to result in any such liability to the Company, any of its Subsidiaries or any ERISA Affiliate.

(c)         Each Company Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and each trust forming a part thereof is exempt from Tax pursuant to Section 501(a) of the Code and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification.  The Company has furnished to Merger Sub a copy of the most recent Internal Revenue Service determination letter, if any, with respect to each Company Employee Plan.  Each Company Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes (other than the Pensions Act 2004 (UK) and the Finance Act 2004 (UK)), orders, rules and regulations, including ERISA and the Code, which are applicable to such Company Employee Plan.  To the knowledge of the Company, each Company Employee Plan has been maintained in compliance in all material respects with the requirements prescribed by the Pensions Act 2004 (UK) and the Finance Act 2004 (UK), as applicable.  To the knowledge of the Company, nothing has been done or omitted to be done and no transaction or holding of any asset under or in connection with

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any Company Employee Plan has occurred that will make the Company or any of its Subsidiaries, or any officer or director of the Company or any Subsidiaries, subject to any material liability under Part 4 of Title I of ERISA or liable for any Tax pursuant to Section 4975 of the Code (assuming the taxable period of any such transaction expired as of the date hereof) or to any tax charge in accordance with the Finance Act 2004 (UK).

(d)         No Company Employee Plan is a multiemployer plan (as defined in Section 4001 of ERISA).  With respect to each Company Employee Plan (other than a multiemployer plan (as defined in Section 4001 of ERISA)) that is subject to Title IV of ERISA (a “ Pension Plan ”), the fair market value of the assets of such Pension Plan equals or exceeds the actuarial present value of the accumulated benefit obligations (as of the date of the most recent actuarial report prepared for such Pension Plan) under such Pension Plan (whether or not vested), based on the actuarial assumptions set forth in the most recent actuarial report prepared for such Pension Plan.  No “accumulated funding deficiency” (for which an excise tax is due or would be due in the absence of a waiver) as defined in Section 412 of the Code or as defined in Section 302(a)(2) of ERISA, whichever may apply, has been incurred with respect to any Pension Plan with respect to any plan year, whether or not waived.  Other than lump sum death in service benefits, the Company Employee Plans operating in the United Kingdom provide only money purchase benefits (as defined in section 181 of the Pension Schemes Act 1993 (UK)) and no promise or assurance (written or oral) has been made under the Company Employee Plans operating in the United Kingdom that benefits (other than lump sum death in service benefits) will be calculated by reference to any person’s remuneration or equate (approximately or exactly) to any particular amount.  Neither the Company nor any ERISA Affiliate has failed to pay when due any “required installment”, within the meaning of Section 412(m) of the Code and Section 302(e) of ERISA, whichever may apply, with respect to any Pension Plan.  Neither the Company nor any ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code or Section 302(f) of ERISA, whichever may apply, with respect to any Pension Plan.  Neither the Company nor any ERISA Affiliate has engaged in, or is a successor or parent corporation to an entity that has engaged in, any transaction described in Section 4069 of ERISA.  Except for such of the following as would not reasonably be expected to result in a Company Material Adverse Effect, (i) neither the Company nor any ERISA Affiliate has any liability for unpaid contributions with respect to any Pension Plan, (ii) neither the Company nor any ERISA Affiliate is required to provide security to any Pension Plan under Section 401(a)(29) of the Code, (iii) no filing has been made by the Company or any ERISA Affiliate with the PBGC, and no proceeding has been commenced by the PBGC, the Pensions Regulator (UK) or the Pension Protection Fund (UK), to terminate any Pension Plan, that in either case is pending, and (iv) no condition exists and no event has occurred that would reasonably be expected to constitute grounds for the termination of any Pension Plan by the PBGC the Pensions Regulator (UK) or the Pension Protection Fund (UK).  There has been no “reportable event” (as defined in Section 4043(b) of ERISA and the PBGC regulations under such Section) or “notifiable event” (in accordance with Section 69 of the Pensions Act of 2004 (UK)) with respect to any Pension Plan.

(e)         There has been no amendment to or change in employee participation or coverage under, any Company Employee Plan which would materially increase the expense of maintaining such Company Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended June 30, 2007.

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(f)          Neither the Company nor any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any Company Employee Plan which is a welfare plan as defined in Section 3(1) of ERISA, other than benefits mandated by Section 4980B of the Code or under applicable Law.

(g)         To the knowledge of the Company, no Company Employee Plan is under audit or is the subject of an audit or investigation by the Internal Revenue Service, the Department of Labor, Her Majesty’s Revenue and Customs, the Pensions Regulator, the board of the Pension Protection Fund or any other Governmental Entity, nor is any such audit or investigation pending.  With respect to any Company Employee Plan and except as would not result in a Company Material Adverse Effect, (A) no actions, suits, termination proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened and (B) no facts or circumstances exist that would reasonably be expected to give rise to any such actions, suits or claims.

(h)         Neither the execution and delivery of this Agreement or any Ancillary Documents to which it is a party by the Company nor the consummation of the transactions contemplated hereby or thereby (either alone or in conjunction with another event) will result in (i) the acceleration or creation of any rights of any officer, director or employee of the Company under any Company Employee Plan or under any agreement (including, without limitation, the acceleration of the vesting or exercisability of any Options, the acceleration of the vesting of any restricted stock, the acceleration of the accrual or vesting of any benefits under any plan or the acceleration or creation of any rights under any bonus, severance, parachute or change in control agreement) or (ii) any payments which would fail to be deductible under Section 280G of the Code.  The Company is not a party to or bound by any agreement, plan or arrangement pursuant to which the Company has any obligation to “gross up,” indemnify or otherwise compensate or hold harmless any Person with respect to any portion of any excise tax (or interest or penalties with respect thereto) which such Person may become subject to under Section 4999 of the Code or any similar state tax Law.

(i)          Any Company Employee Plan that is subject to Section 409A of the Code is being operated in material good faith compliance with the requirements of such Code section and the guidance promulgated thereunder.

(j)          All Company Stock Options were (i) granted with an exercise price per share no lower than the “fair market value” (as defined in the applicable plan) of one share of Company Common Stock on the date of the corporate action effectuating the grant, (ii) granted, accounted for, reported and disclosed in accordance with applicable law, accounting rules and stock exchange requirements, and (iii) validly issued and properly approved by the board of directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws and recorded on the audited financial statements and unaudited interim financial statements of the Company.

(k)         To the knowledge of the Company, every employee and officer and former employee and officer who is or has been entitled to, or eligible for, membership of any of the Company Employee Plans operating in the United Kingdom, whether under a contract of

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employment or under the rules or otherwise of the Company Employee Plans, has joined or been invited to join as of the date on which he or she became so entitled or eligible.

(l)          To the knowledge of the Company, the Company Employee Plans operating in the United Kingdom have at all times complied with the Employment Equality (Age) Regulations 2006, as amended.

(m)        No person has had his or her contract of employment transferred to the Company or any of its Subsidiaries from another employer in circumstances where the Transfer of Undertakings (Protection of Employment) Regulations 2006 and the Transfer of Employment (Pension Protection) Regulations 2005 applied to the transfer or his or her contract of employment.

(n)         To the knowledge of the Company, all death benefits which may be payable from the Company Employee Plans operating in the United Kingdom are fully insured with an insurance company authorized under the Financial Services and Markets Act 2000 to carry on long-term insurance business.  To the knowledge of the Company, all policies and contracts under which such benefits are insured are enforceable.  Each member and beneficiary has been covered for such insurance by such insurance company at its normal rates and on its normal terms for persons in good health.

(o)         Since October 8, 2001, the Company and its Subsidiaries (as applicable) has complied in all material respects with its obligation to designate and provide access to a stakeholder pension scheme for all its “relevant employees” (as defined in the Welfare Reform and Pensions Act 1999 (UK) (as amended)).

(p)         The Company or any of its Subsidiaries does not have any obligation to contribute to or make any payments or have any liability in respect of the Interflora 1978 Retirement and Death Benefit Scheme which has been fully wound up and to the Company’s knowledge all legislative requirements in relation to its winding-up have been complied with.

5.11          Brokers .  None of the Company, its Subsidiaries or any of their respective affiliates has retained, authorized to act on behalf of the Company or any of its Subsidiaries or entered into any contract, arrangement or understanding with any Person or firm that may result in the obligation of Purchaser, Merger Sub, the Company, any of the Company’s Subsidiaries or any of their respective affiliates to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby, except that the Company has retained the Financial Advisor, the arrangements with which have been disclosed in writing to Purchaser prior to the date hereof, and all of which fees and expenses will be borne by the Company.

5.12          Licenses and Permits .  The Company and its Subsidiaries maintain in full force and effect and are in compliance with all licenses, permits, certificates, approvals, consents, easements, variances, disclosure obligations, exemptions and authorizations (collectively, “ Permits ”) with and under all Laws and all Environmental Laws, and from all Governmental Entities required to conduct their respective businesses as presently conducted, or that are

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necessary for the lawful ownership or use of their respective properties and assets, except for such of the foregoing the lack of which or failure to comply with which would not reasonably be expected to have a Company Material Adverse Effect, and no Permit is subject to any outstanding order, decree, judgment or stipulation that would be likely to affect such Permit, where the effect of the foregoing would reasonably be expected to have a Company Material Adverse Effect.  None of the Company or any of its Subsidiaries has received any notice of, and to the actual knowledge of the chief executive officer, the chief financial officer and the general counsel of the Company, there are no facts, which if known to any Governmental Entity would be reasonably likely to result in, any revocation, limitation, conditioning, suspension, modification, revocation or non-renewal of any Permit material to the conduct of the business of the Company and its Subsidiaries.

5.13          Environmental Compliance and Disclosure .  (a) The respective business of the Company and each of its Subsidiaries are, and have been, conducted in material compliance with all applicable Environmental Laws, (b) to the knowledge of the Company, none of the real property contains any asbestos containing material or mold that may be in a condition, location or form that requires or would be reasonably expected to in the future require any abatement, containment or remediation under any Environmental Law, (c) except as set forth in Section 5.13(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has: (i) created or assumed any liabilities, guaranties, obligations or indemnifications under any Environmental Law, consent decree or contract with any Third Party, including any Governmental Entity, that would reasonably be expected to result in any material liabilities under Environmental Law; (ii) received, or been subject to, any written, or to the knowledge of the Company, any verbal complaint, summons, citation, notice, order, claim, litigation, investigation, judicial or administrative proceedings, or judgment from any Person, including any Governmental Entity, regarding any actual or alleged violations of, or actual or potential liability under, any Environmental Laws; or (iii) any responsibility or liability under Environmental Law for any cleanup or remediation or other response action required thereby; (d) there are no underground storage tanks located on any real property owned by the Company or, to the Company’s knowledge, any real property leased by the Company, (e) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any pollutants, contaminants, chemicals or toxic or hazardous substances that would be reasonably expected to form the basis of any claim under Environmental Law against the Company or against any Person whose liability for any such claim the Company has retained or assumed either contractually or by operation of law, or otherwise result in any costs or liabilities to Purchaser, the Surviving Corporation, the Company or any of its Subsidiaries under Environmental Law, and (f) the Company has made available to Purchaser all material assessments, reports, data, results of investigations or audits that is in the possession or control of the Company or any of its Subsidiaries regarding environmental matters pertaining to or the environmental condition of the business of the Company, or the compliance (or noncompliance) by the Company with any Environmental Laws.  As used in this Agreement, the term “ Environmental Laws ” means Laws relating to pollution or protection of the environment or human safety or health, including matters relating to emissions, discharges or releases of, or exposure to, pollutants, contaminants, chemicals or toxic or hazardous substances into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of such hazardous substances.

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5.14          Title to Assets .  The Company and each of its Subsidiaries have (i) good and insurable fee simple title to all of their real properties, and (ii) good and valid title to all of their personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) as of June 30, 2007 included in the Company’s Annual Report on Form 10-K for the fiscal year then ended (the “ Company 2007 Balance Sheet ”) or acquired after June 30, 2007 (other than assets disposed of since June 30, 2007 in the ordinary course of business consistent with past practice), in each case free and clear of all title defects and Encumbrances, except for (a) Encumbrances that secure indebtedness that is properly reflected in the Company 2007 Balance Sheet; (b) liens for Taxes accrued but not yet due and payable; (c) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like liens arising or incurred as a matter of law in the ordinary course of business with respect to obligations incurred after June 30, 2007, provided that the obligations secured by such liens are not delinquent or material; (d) Encumbrances set forth in Section 5.14 of the Company Disclosure Letter; and (e) such title defects or other Encumbrances, if any, as would not reasonably be expected to have a Company Material Adverse Effect (collectively, “ Permitted Encumbrances ”).  The Company and each of its Subsidiaries either own, or have good and valid leasehold interests in, all material properties and assets currently used by them in the conduct of their business.

5.15          Labor and Employment Matters .

(a)         Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other Contract or understanding with a labor union, labor organization, trade union or works council, or any written work rules or written practices agreed to with any labor organization, employee organization or association or works council applicable to employees of the Company or any of its Subsidiaries.  Except for such of the following as would not reasonably be expected to result in a Company Material Adverse Effect, there is no: (i) unfair labor practice charge, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to their respective businesses, (ii) pending demand for representation or certification with respect to any employees of the Company or any of its Subsidiaries by any labor union, labor organization, trade union, works council or group of such employees, and no question concerning representation exists with respect to any such employees, (iii) to the knowledge of the Company, activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries or (iv) lockout, strike, slowdown, work stoppage or, to the knowledge of the Company, threat thereof by or with respect to any such employees.

(b)         All material personnel policies or rules applicable to employees of the Company or any of its Subsidiaries are in writing.  Section 5.15(b) of the Company Disclosure Letter contains a true and complete list of each of the Company’s material written personnel policies or rules applicable to employees of the Company or any of its Subsidiaries as of the date hereof, true, correct and complete copies of which have heretofore been made available to Purchaser.

(c)         Except as set forth in Section 5.15(c) of the Company Disclosure Letter:

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(i)         The Company and its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting labor relations, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, wages, hours of work and occupational safety and health, termination of employment, and neither the Company nor any of its Subsidiaries is delinquent in any material respect in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid to such employees.

(ii)        No material charges with respect to or relating to the Company or its Subsidiaries are pending or, to the knowledge of the Company, threatened to be brought before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, and the Company and its Subsidiaries have at all times been in material compliance with all federal and state Laws and regulations prohibiting discrimination in the workplace including, without limitation, Laws and regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender or gender orientation, disability, age, workers’ compensation status or otherwise.

(iii)       In the three-year period prior to the date hereof, no Governmental Entity responsible for the enforcement of labor or employment Laws has notified the Company that it intends to conduct a material investigation with respect to or relating to the Company or its Subsidiaries and no such investigation is in progress.

(iv)       There are no material lawsuits, complaints, charges, controversies or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries by or on behalf of any current or former employees, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract for employment, any Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(v)        Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any material order, writ, judgment, injunction, decree, stipulation, determination or award relating to employment or employment practices entered by or with any Governmental Entity.

(d)         Except as set forth in Section 5.15(d) of the Company Disclosure Letter, the Company and each of its Subsidiaries are and have been at all times in compliance with the notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 (the “ WARN Act ”) and any similar foreign, state or local Law relating to plant closings or layoffs.  As of the date hereof, within the last three years, the Company and its Subsidiaries have not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of

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employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law.  Section 5.15(d) of the Company Disclosure Letter contains a true and complete list of the names and sites of employment or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment or facility of the Company or any of its Subsidiaries during the 90-day period prior to the date of this Agreement.  Section 5.15(d) of the Company Disclosure Letter shall be updated immediately prior to the Closing with respect to the 90-day period prior to the Closing Date.

(e)         To the knowledge of the Company, (i) no current or former officer or employee of, or consultant to, the Company or any of its Subsidiaries is in material violation of any term of any Contract relating to trade secrets or proprietary information, non-competition, non-solicitation or unfair competition, and (ii) the continued employment or engagement of such individuals does not subject the Company or any of its Subsidiaries to any material liability with respect to the foregoing matters.  Except as set forth in Section 5.15(e) of the Company Disclosure Letter, to the knowledge of the Company, no key employee or group of key employees of the Company or any of its Subsidiaries has given notice in the two-month period prior to the date hereof of an intention to terminate his or her employment.

5.16          Intellectual Property .

(a)         Section 5.16(a) of the Company Disclosure Letter lists, as of the date hereof, (i) all of the registered and material unregistered trademarks, service marks, trade names, service names, brand names, likenesses and logos (collectively, “ Trademarks ”) that are used in the conduct of the business of the Company or any of its Subsidiaries, and (ii) all registered copyrights, material copyrightable works that are not registered, patents and Internet domain names used in the conduct of the business of the Company or its Subsidiaries (collectively with the Trademarks, the “ Proprietary Rights ”), as well as any applications for any Proprietary Rights.  Section 5.16(a) of the Company Disclosure Letter also sets forth: (i) for each patent the number, date of filing and title for each country in which such patent has been issued or filed, or, if applicable, the patent application number, date of filing and title for each country in which such application has been filed, (ii) for each registered trademark or trademark application, as applicable, the country of filing, the application serial number (where available) or registration number and, where applicable, the class of goods covered, and (iii) for each registered copyright, the number and date of registration and the title of the work for each country in which a copyright has been registered, as well as licenses granted to any third party to any of the foregoing and an indication of which of the foregoing are owned by the Company or any of its Subsidiaries.  True and correct copies of all patents (including all pending applications) owned, controlled or created by or on behalf of the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries has any interest whatsoever have been provided to Purchaser or its Representatives.  The Company and each of its Subsidiaries are taking or have taken all measures that are reasonably required to maintain and to protect each item of Proprietary Rights that the Company or any of its Subsidiaries owns or uses.

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(b)         Except as disclosed in Section 5.16(b) of the Company Disclosure Letter, the Company and its Subsidiaries have no obligation to compensate any Person for the use of any of the Proprietary Rights, or for the use of any names and likenesses, trade secrets, databases or customer or supplier information or other information currently used by the Company or any of its Subsidiaries (collectively, “ Related Rights ”) where the amount of such compensation for any of such Related Rights would reasonably be expected to exceed $25,000 in any fiscal year.  The Company and its Subsidiaries (including, for these purposes, their respective predecessors-in-interest) have not granted any Person any license, option or other rights to use in any manner any of such Proprietary Rights or Related Rights, whether requiring the payment of royalties or not.  The Company and its Subsidiaries have used commercially reasonable measures to protect the proprietary nature of the Proprietary Rights and maintain in confidence, and protect the proprietary nature of, the trade secrets and confidential information that they own or use.  With respect to each item of the Proprietary Rights, the Company and its Subsidiaries have not agreed to indemnify any Person for or against any infringement, misappropriation or other conflict with respect to such Proprietary Rights.  Except as disclosed in Section 5.16(b) of the Company Disclosure Letter, with respect to each item of the Related Rights, the Company and its Subsidiaries have not agreed to indemnify any Person for or against any infringement, misappropriation or other conflict with respect to such Related Rights where the amount of such indemnification would reasonably be expected to exceed $25,000 in any fiscal year.

(c)         The Company and its Subsidiaries own or control or have a valid right to use, free and clear of all Encumbrances (except for Permitted Encumbrances), each of the Proprietary Rights and Related Rights, and none of such Proprietary Rights or Related Rights will cease to be valid rights by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.  The Company and its Subsidiaries have not received any notice of invalidity or infringement of, misappropriation or other conflict with, any rights of others with respect to any of the Proprietary Rights or Related Rights except as listed in Section 5.16(c) of the Company Disclosure Letter.  Except for licenses of the Trademarks granted in the ordinary course of the day-to-day business of the Company and its Subsidiaries, (i) to the Company’s knowledge, no other Person has the right to use any of the Trademarks in the manner in which they are now being used either in identical form or in such near resemblance thereto as to be likely to cause confusion with such Trademarks or to cause a mistake or deceive, (ii) no other Person has notified the Company or any of its Subsidiaries in writing that it is claiming any ownership of or right to use the Proprietary Rights or Related Rights, and (iii) to the Company’s knowledge, no other Person is infringing upon any such Proprietary Rights or Related Rights in any way.  Except as set forth in Section 5.16(c) of the Company Disclosure Letter, none of the Company’s or any of its Subsidiaries’ conduct of the business as of the date hereof conflicts with, infringes upon or otherwise violates the intellectual property rights of any third party, and no action has been instituted against the Company and no notices have been received by the Company or any of its Subsidiaries for actions that are presently outstanding, alleging that the Company’s or any of its Subsidiaries’ conduct of the business infringes upon, misappropriates or otherwise violates any intellectual property rights of a third party and no such claim has been threatened.

(d)         Section 5.16(d) of the Company Disclosure Letter identifies each item of the Proprietary Rights and Related Rights that is owned by a Person other than the

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Company or its Subsidiaries, and all licenses or other agreements pursuant to which the Company and its Subsidiaries use such items are listed in Section 5.16(d) of the Company Disclosure Letter.  With respect to each such item:

(i)         the license or other agreement covering such item is legal, valid, binding and enforceable and in full force and effect with respect to the Company and its Subsidiaries and the Company has made correct and complete copies of such license or other agreements available to Purchaser or its Representatives;

(ii)        each such license or other agreement, including licenses to all third-party software listed in Section 5.16(d) of the Company Disclosure Letter to which the Company and its Subsidiaries are party, other than generally commercially available software, is assignable by the Company or one of its Subsidiaries.  Except as disclosed in Section 5.16(d)(ii) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not conflict with, result in a violation or breach of, or constitute a default under (or would result in a violation, breach or default with the giving of notice or the passage of time or both) any such license or other agreement.  None of such licenses or other agreements includes a change of control or similar restriction whereby a third party may terminate such license or other agreement or require a payment in connection with such change of control as a result of the transactions contemplated by this Agreement;

(iii)       none of the Company and its Subsidiaries is in breach of or default under any such license or agreement, and, to the Company’s knowledge, no event has occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration thereunder; and

(iv)       any underlying item of the Proprietary Rights or Related Rights is not subject to any outstanding judgment, order, decree, stipulation or injunction.

(e)         The Company and its Subsidiaries are in compliance in all material respects with the Company’s and each of its Subsidiaries’ website privacy policies and contractual obligations relating to any personal data held by the Company or any of its Subsidiaries and legal obligations relating to any personal data held by the Company or any of its Subsidiaries.

(f)          Section 5.16(f) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all Open Source Software used by the Company or its Subsidiaries, and (ii) which Contract (including the version thereof) governs the Company’s and its Subsidiaries’ use of such Open Source Software.  Except as disclosed in Section 5.16(f) of Company Disclosure Letter, (1) no Open Source Software (a) has been modified by the Company or any of its Subsidiaries, (b) has been embedded in or otherwise combined by the Company or any of its Subsidiaries with any other software, (c) has been distributed by the

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Company or its Subsidiaries to any third parties, or (d) is material, individually or in the aggregate with any other software with which it is used, to the conduct of the business.

(g)         For purposes of this Agreement:

“ Open Source Software ” means all software that is distributed as “free software,” “open source software” or under a “copyleft” agreement or a similar licensing or distribution model or otherwise subject to the terms of any license which requires, as a condition on the use, copying, modification, and/or distribution of such software that such item, or other software incorporated into, derived from, or distributed with such item, (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributed at no or minimal charge.  “Open Source Software” includes, without limitation, software distributed under the GNU General Public License, GNU Lesser General Public License, Mozilla Public License, BSD licenses, the Netscape Public License, the Sun Community Source License, the Sun Industry Standards License and the Apache License.

5.17          Material Contracts .

(a)         Section 5.17 of the Company Disclosure Letter sets forth a complete and accurate list of all notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, agreements, contracts, commitments, arrangements, Permits, concessions, franchises, limited liability or partnership agreements and other instruments to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties, assets or business activities may be bound or restricted (“ Contracts ”) as of the date hereof (other than Leases set forth in Section 5.21(b) of the Company Disclosure Letter) of the following categories (collectively, and together with the Leases set forth in Section 5.21(b) of the Company Disclosure Letter, the “ Material Contracts ” and each a “ Material Contract ”):

(i)         Contracts requiring annual expenditures by or liabilities of any party thereto in excess of $1.0 million that have a remaining term in excess of 90 days or are not cancelable (without material penalty, cost or other liability) within 90 days;

(ii)        Contracts containing covenants limiting in any material respect the ability of the Company or any of its Subsidiaries or other affiliate of the Company (including Purchaser and its affiliates after the Effective Time) to engage in any line of business, conduct sales or marketing activities or otherwise compete with any Person, in any product line or line of business, or operate at any location or jurisdiction;

(iii)       credit agreements, loan agreements, notes, debentures, loans, agreements, indentures, evidences of indebtedness (including intercompany indebtedness) or other instruments and contracts providing for the borrowing or lending of money in, or pursuant to which there is outstanding, an amount in excess of $1.0 million, whether as borrower, lender or guarantor;

(iv)       joint venture, alliance or partnership agreements or joint development or similar agreements with any Third Party under which the

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Company has or may in the future have an obligation to invest or pay in excess of $1.0 million, or can reasonably be expected to have an obligation, to make one or more capital contributions, investments or payments pursuant to the terms of any such agreement;

(v)        all licenses, sublicenses, consents, royalty and other agreements concerning Proprietary Rights or Related Rights which Proprietary Rights or Related Rights, as applicable, are material to the conduct of the business of the Company or any of its Subsidiaries;

(vi)       employment or severance contracts with current or former officers or directors, including, without limitation, change-in-control agreements;

(vii)      any Contract with any non-director, non-officer employee or consultant that would require the Company or any of its Subsidiaries to make any payments or enhance benefits, including accelerating vesting, in connection with the transactions contemplated by this Agreement, or upon termination of employment;

(viii)     Contracts with or for the benefit of any director of the Company or any Person other than a publicly traded entity in which any director has an equity interest or which is an employer of a director of the Company;

(ix)        Contracts with any Governmental Entity that have a remaining term in excess of one year or are not cancelable (without material cost, penalty or other liability) within 180 days;

(x)         Corporate marketing agreements (e.g., marketing agreements with airlines and credit card companies) which have provided in the preceding twelve months, or would be reasonably expected to provide in any twelve month period, revenues to the Company or any of its Subsidiaries in excess of $1.0 million;

(xi)        Contracts or commitments relating to affinity programs, Internet portals, or advertising agreements with Internet search engines;

(xii)       Contracts pending for the acquisition or sale, directly or indirectly (by merger or otherwise) of assets (whether tangible or intangible), in excess of $1.0 million in market or book value with respect to any Contract or the capital stock of another Person, in each case in an amount in excess of $1.0 million;

(xiii)      Contracts with the top twenty (20) florist customers of the Company and its Subsidiaries in fiscal 2007 (measured in terms of revenue);

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(xiv)     Contracts that by their terms grant or benefit a right of first refusal or first offer or similar right;

(xv)      Contracts pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop with any third party any material Proprietary Rights or Related Rights;

(xvi)     Contracts the performance of which have required in the preceding twelve months, or which would be reasonably expected to require in any twelve month period, aggregate expenditures by the Company or any of its Subsidiaries in excess of $1.0 million;

(xvii)    Contracts that would be required to be filed or disclosed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act;

(xviii)   Contracts guaranteeing any obligation for borrowed money or otherwise or pursuant to which any Third Party has guaranteed any obligation of the Company or any of its Subsidiaries for borrowed money or otherwise;

(xix)      Contracts with consultants or contractors the performance of which have required in the preceding twelve months, or which would be reasonably expected to require in any twelve month period, aggregate expenditures by the Company or any of its Subsidiaries in excess of $1.0 million; or

(xx)       Contracts containing or otherwise providing for any material service level agreements or commitments imposed on the Company or any of its Subsidiaries.

(b)         True and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, have been delivered or made available to Purchaser.  As of the date hereof, each of the Material Contracts is a valid and binding obligation of the Company, each Subsidiary of the Company that is a party thereto, and, to the knowledge of the Company, the other parties thereto, enforceable against the Company and the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.  From and after the date hereof, except as would not reasonably be expected to result in a Company Material Adverse Effect, each of the Material Contracts is a valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.

(c)         Except as set forth in Section 5.17(c) of the Company Disclosure Letter, in the three-year period prior to the date hereof, neither the Company nor any of its

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Subsidiaries is, or has received any notice that any other party is, in breach, default or violation (each a “ Default ”) (and no event has occurred or not occurred through the Company’s inaction or, to the knowledge of the Company, through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults that would not reasonably be expected to have a Company Material Adverse Effect.

(d)         In the three-year period prior to the date hereof, the Company has not received written notice of the termination of any Material Contract nor, to the knowledge of the Company, has any party threatened to terminate any Material Contract, except in each case for any such termination that would not reasonably be expected to have a Company Material Adverse Effect.

5.18          No Undisclosed Liabilities .  Except as disclosed in the Company’s audited financial statements (including in any notes related thereto) included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2007 and liabilities and obligations incurred under this Agreement or in connection with the transactions contemplated by this Agreement and the Ancillary Documents, the Company and its Subsidiaries do not have any liabilities of any kind (whether accrued, absolute, contingent or otherwise), which, individually or in the aggregate would be material to the Company and its Subsidiaries, taken as a whole, and that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (or in the notes thereto).

5.19          Litigation .  All of the material actions, suits, claims, investigations, arbitrations or proceedings pending or, to the knowledge of the Company, threatened, as of the date hereof, against the Company or any of its Subsidiaries or to which any of their respective assets or properties is subject before any arbitrator or Governmental Entity are set forth in Section 5.19 of the Company Disclosure Letter.  There is no action, suit, claim, investigation, arbitration or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets or properties before any arbitrator or Governmental Entity that would be reasonably expected to have a Company Material Adverse Effect, and to the knowledge of the Company, there is no basis for any such action, suit, claim, investigation, arbitration or proceeding.  None of the Company, any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries has been permanently or temporarily enjoined by any order, judgment or decree of any court or any other Governmental Entity from engaging in or continuing any conduct or practice in connection with the business or assets of the Company or any of its Subsidiaries nor, to the knowledge of the Company, is the Company, any of its Subsidiaries or any executive officer or director of the Company or any of its Subsidiaries under investigation by any Governmental Entity related to the conduct of the Company’s or any of its Subsidiaries’ business.  To the knowledge of the Company, there is not in existence any order, judgment or decree of any court or other tribunal or other agency that is applicable to the Company or any of its Subsidiaries enjoining or requiring the Company or any of its Subsidiaries to take any action of any kind with respect to its business, properties or assets or that would be reasonably expected to have a Company Material Adverse Effect.

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5.20         Insurance .

(a)        Each of the Company and its Subsidiaries maintains insurance coverage (the “ Insurance Policies ”) with insurance companies or associations in such amounts, on such terms and covering such risks, including fire and other risks insured against by extended coverage, as is reasonably prudent and as management has determined is customary for business entities of similar size engaged in similar lines of business, and have public liability insurance, insurance against claims for personal injury or death or property damage occurring in connection with any activities of the Company or any of its Subsidiaries or any properties owned, occupied or controlled by the Company or any of its Subsidiaries, in such amount as is reasonably prudent and as management has determined is customary for business entities of similar size engaged in similar lines of business.  Section 5.20 of the Company Disclosure Letter contains a complete and accurate list of all Insurance Policies of the Company and its Subsidiaries as of the date hereof, including the underwriter and the amounts of coverage, deductibles and self-insured retentions and a summary of all material exclusions.  Each Insurance Policy is in full force and effect and is valid, outstanding and enforceable, and all premiums due thereon have been paid in full.  Except as set forth in Section 5.20 of the Company Disclosure Letter, none of the material Insurance Policies will terminate or lapse (or be affected in any other materially adverse manner) by reason of the transactions contemplated by this Agreement.  Each of the Company and its Subsidiaries has complied in all material respects with the provisions of each Insurance Policy under which it is the insured party.  No insurer under any Insurance Policy has by written notice to the Company canceled or generally disclaimed liability under any such policy or, to the knowledge of the Company, indicated any intent to do so or not to renew any such policy, in each case without any exception other than those that would not be reasonably expected to have a Company Material Adverse Effect.  In the three-year period prior to the date hereof, neither the Company nor any Company Subsidiary has received any written notice regarding any (i) cancellation or invalidation of any material insurance policy, (ii) refusal of any coverage or rejection of any material claim under any material insurance policy or (iii) material adjustment in the amount of premiums payable with respect to any material insurance policy.  All material claims under the Insurance Policies have been filed in a timely fashion.  To the knowledge of the Company, since the Company’s formation, there have been no historical gaps in insurance coverage of the Company or its Subsidiaries that presents a material risk to coverage under the Insurance Policies.

(b)        The Company has properly applied for and accurately completed its applications for and has, in force and effect and fully paid through June 30, 2008, no less than $25 million in claims made directors’ and officers’ insurance coverage (the “ Current D&O Insurance ”).  The Company, its directors and officers are all insureds under the Current D&O Insurance.  The Current D&O Insurance extends to “claims” for “wrongful acts” which may result in “loss” to (i) the Company’s directors and officers and/or (ii) the Company itself for “securities claims,” as those terms are commonly understood in the insurance industry, including coverage for all manner of investigations and proceedings including defense costs with respect thereto.  The Current D&O Insurance is not subject to any exclusions or restrictions which would limit or eliminate coverage (other than such as are normal and customary in directors’ and officers’ insurance policies for business entities of similar size engaged in similar lines of business) based upon, arising out of, and/or relating to any prior or pending act or omission.  The Current D&O Insurance does not contain any exclusion (other than such as are normal and

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customary in directors’ and officers’ insurance policies) applicable to the Merger and the transactions contemplated thereby.

5.21         Real Estate .

(a)        Section 5.21(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company and its Subsidiaries as of the date hereof (collectively, the “ Owned Real Property ”).  Except for Permitted Encumbrances and except as set forth on Section 5.21(a) of the Company Disclosure Letter, with respect to each such parcel of Owned Real Property, (i) the Owned Real Property is free and clear of all encumbrances; (ii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Property; and (iii) there are no outstanding rights of first refusal or options to purchase the Owned Real Property.

(b)        Schedule 5.21(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Leases, and (i) the Company or a Subsidiary of the Company has good and valid leasehold interests in the Leases, free and clear of all encumbrances and title defects, except for Permitted Encumbrances, (ii) all of the leases, licenses, tenancies, subleases and all other occupancy agreements (“ Leases ”) in which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (the leased and subleased space or parcel of real property thereunder being, collectively, the “ Real Property ”) are valid and binding on the Company or any of its Subsidiaries which is a party thereto and, to the knowledge of the Company, each other party thereto, (iii) each Lease is in full force and effect, (iv) neither the Company nor any of its Subsidiaries has received or has given any written notice of any material default thereunder, which default continues on the date of this Agreement, and (v) neither the Company (or any of its Subsidiaries), nor to the knowledge of the Company, any other party to any such Lease, is in material breach of or material default under the Leases, and no event has occurred which, with notice or lapse of time or both, would constitute a material breach or material default, result in a loss of any material rights or result in the creation of any lien (other than a Permitted Encumbrance) thereunder or pursuant thereto.  To the knowledge of the Company, except for Permitted Encumbrances, the Real Property is not subject to any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Real Property, other than those set forth on Schedule 5.21(b) of the Company Disclosure Letter.

(c)        Except as would not reasonably be expected to have a Company Material Adverse Effect: (i) the Owned Real Property and the Real Property are used in the manner permitted by applicable zoning ordinances and planning laws, (ii) the Owned Real Property and the Real Property constitute all of the property owned and leased by the Company and its Subsidiaries to operate its business, (iii) all of the improvements on the Owned Real Property and the Real Property are in good condition and repair, without any structural defects of any kind, (iv) there are no patent or latent defects on the Owned Real Property or the Real Property, and (v) the Owned Real Property and the Real Property are served by water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Company’s and its Subsidiaries’ business.

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(d)        There is no material (i) tax assessment pending or, to the knowledge of the Company, threatened with respect to any portion of the Owned Real Property or the Real Property except for real property Taxes due or payable in the ordinary course of business or (ii) condemnation or compulsory purchase proceedings pending or, to the knowledge of the Company, threatened with respect to any portion of the Owned Real Property or the Real Property.

5.22         Affiliate Transactions .  Except as set forth in Section 5.22 of the Company Disclosure Letter, and except for employment agreements with officers of the Company set forth in Section 5.17 of the Company Disclosure Letter, there are no Contracts with any (a) present or former officer or director of the Company or any of its Subsidiaries or any of their immediate family members (including their spouses) (as such term is defined in Item 404 of Regulation S-K), (b) record or beneficial owner of more than 5% of the Company Common Stock, or (c) any Person known by the Company’s executive officers to be an affiliate of any such officer, director or beneficial owner.

5.23         Fairness Opinion .  The Board has received the opinion of Goldman, Sachs & Co. (the “ Financial Advisor ”), dated the date of this Agreement, and subject to the qualifications stated therein, to the effect that, as of such date, the Merger Consideration to be received by the holders of shares of Company Common Stock is fair, from a financial point of view, to such holders.  As soon as practicable following the date of this Agreement, an executed copy of the aforementioned opinion will be made available to Purchaser.

5.24         Controls .

(a)        The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and its Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Sections 302 and 906 of Sarbanes-Oxley with respect to such reports.  For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Sarbanes-Oxley.

(b)        The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“ internal controls ”).  To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP.  The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any “significant deficiency” (as defined in Rule 1-02(a)(4) of Regulation S-X) and any “material

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weakness” (as defined in Rule 1-02(a)(4) of Regulation S-X) known to the Company in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (ii) any material fraud known to the Company that involves management or other employees who have a significant role in internal controls.  The Company has made available to Purchaser a summary of any such disclosure regarding significant deficiencies, material weaknesses and fraud made by management to the Company’s auditors and audit committee since June 30, 2005.

5.25         Information Supplied .  None of the information supplied or to be supplied by the Company, any of its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents or representatives for inclusion or incorporation by reference in the Proxy/Prospectus or any other documents filed or to be filed with the SEC in connection with the transactions provided for herein (“ Other Filings ”), will, at the respective times such documents are filed, at the time the Registration Statement is declared effective, at the time of mailing of the Proxy Statement (or any amendment thereof or supplement thereto) to the holders of shares of Company Common Stock, as of the time of the Stockholder Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier communication (it being understood that receiving and responding to comments from the SEC on the Proxy/Prospectus will not, in and of itself, constitute an admission that anything contained in the Proxy/Prospectus did not meet the requirements of this Section 5.25 ).  If, at any time prior to the Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or any of their respective affiliates, or any of their respective officers or directors, is discovered by any such Person which, pursuant to the Exchange Act, should be set forth in an amendment or supplement to the Proxy/Prospectus or any Other Filings, the Company shall promptly notify Purchaser in writing.  Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Purchaser for inclusion or incorporation by reference in, or omitted by Purchaser from, the Proxy/Prospectus or any Other Filings.

5.26         United Kingdom Data Protection .  Since November 1, 2004, no Subsidiary of the Company in the United Kingdom has been served by the UK Information Commissioner’s Office or a data subject (as defined in the Data Protection Act 1998) with any notice alleging non-compliance with the Data Protection Act 1998.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB

Except as set forth in the disclosure letter, dated the date hereof, delivered by Purchaser and Merger Sub to the Company prior to the execution of this Agreement (the “ Purchaser Disclosure Letter ”) with specific reference to the particular Section or subsection of this Agreement to which the limitation set forth in such Purchaser Disclosure Letter relates (it being understood that any information set forth in a particular Section or subsection of the Purchaser Disclosure Letter shall be deemed to apply to and qualify each other Section or

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subsection thereof or hereof to the extent that it is reasonably apparent on its face that such information is relevant to such other Section or subsection thereof or hereof), Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

6.1           Existence; Good Standing; Corporate Authority .  (a) Purchaser is a corporation duly organized and is validly existing and in good standing under the laws of the State of Delaware, (b) each Subsidiary of Purchaser is a corporation duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and (c) each of Purchaser and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except, in the case of the foregoing clauses (b) and (c), where the failure to be so licensed or qualified or to be in good standing, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.  For purposes of this Agreement, “ Purchaser Material Adverse Effect ” means any change, circumstance, development, occurrence, event, fact or effect (each, a “ Purchaser Effect ”) that, when considered either individually or together with all other Purchaser Effects, is or is reasonably likely to be materially adverse to (i) the business, properties, assets, liabilities, consolidated results of operations or condition (financial or otherwise) of Purchaser and its Subsidiaries, taken as a whole or (ii) the ability of Purchaser or Merger Sub to consummate the transactions contemplated by this Agreement; provided, that any such Purchaser Effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a Purchaser Material Adverse Effect has occurred or would reasonably be expected to occur:  (i) any conditions, developments or changes affecting the industries in which Purchaser and its Subsidiaries operate; (ii) any conditions affecting the United States general economy or the general economy in any geographic area in which Purchaser or its Subsidiaries operate or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural disasters; (v) compliance by Purchaser and its Subsidiaries with the covenants contained in this Agreement (provided that this clause shall not apply to Purchaser Effects resulting from compliance with Section 7.1(c) ); (vi) the failure of the financial or operating performance of Purchaser or its Subsidiaries to meet internal projections or budgets for any period in and of itself (it being understood that any fact or development giving rise to or contributing to such failure may be the cause of a Purchaser Material Adverse Effect if not otherwise excluded pursuant to this definition); (vii) any action taken or omitted to be taken by or at the written request or with the written consent of the Company; (viii) any announcement of this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (ix) changes in any Laws or accounting principles; or (x) any Purchaser Effects arising out of or resulting from any legal claims or other proceedings made by any of Purchaser’s stockholders (on their own behalf or on behalf of Purchaser) arising out of or related to this Agreement or the Merger; provided, however, that Purchaser Effects set forth in clauses (i), (ii), (iii), (iv) and (ix) above may be taken into account in determining whether there has been or is a Purchaser Material Adverse Effect if and only to the extent such Purchaser Effects have a disproportionate impact on Purchaser and its Subsidiaries, taken as a whole, relative to the other participants in the businesses in which Purchaser operates (after taking into account the size of Purchaser and its Subsidiaries relative to such other participants).  Each of Purchaser and its Subsidiaries has all requisite corporate power

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and authority to own, operate, license and lease its properties and carry on its business as now conducted, except where the failure to have such power and authority would not reasonably be expected to have a Purchaser Material Adverse Effect.  Purchaser has heretofore made available to the Company true and correct copies of the certificate of incorporation and bylaws or other governing instruments of Purchaser and Merger Sub as currently in effect.  The corporate records and minute books of Purchaser and Merger Sub reflect all material actions taken and authorizations made at meetings of such companies’ board of directors or any committees thereof and at any stockholders’ meetings thereof.

6.2           Authorization, Validity and Effect of Agreements .  Each of Purchaser, the Subsidiaries of Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, the Ancillary Documents to which it is or will be a party, the New Indenture, the Purchaser Notes and the Pledge Agreement (as defined in the Description of Notes) to the extent it is a party (together, the “ Notes Documents ”) and to consummate the transactions contemplated hereby and thereby to which it is or will be a party.  The execution and delivery of this Agreement, the Ancillary Documents and the Notes Documents by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby to which it is or will be a party have been duly and validly authorized by the respective boards of directors of Purchaser and Merger Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Purchaser or Merger Sub or approvals from any holders of equity securities of Purchaser or any of its Subsidiaries are necessary to authorize this Agreement, the Ancillary Documents to which it is  or will be a party and the Notes Documents or to consummate the transactions contemplated hereby and thereby to which it is a party.  This Agreement has been, and the Notes Documents and any Ancillary Documents to which Purchaser or Merger Sub is or will be a party will have been at the time of execution, duly and validly executed and delivered by Purchaser and Merger Sub, and (assuming this Agreement, the Notes Documents and such Ancillary Documents each constitutes a valid and binding obligation of the Company or other Person party thereto) constitutes or, in the case of any such documents entered into after the date of this Agreement, will constitute, the valid and binding obligations of each of Purchaser and Merger Sub, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity.

6.3           Compliance with Laws .

(a)        Neither Purchaser nor any of its Subsidiaries is in material violation of any Laws of any Governmental Entity applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets.  To the knowledge of Purchaser, neither Purchaser nor any of its Subsidiaries is being investigated with respect to, and, to the knowledge of Purchaser, none of Purchaser nor any of its Subsidiaries has been threatened to be charged with or given notice of any violation of, any applicable Law, except for such of the foregoing as would not reasonably be expected to have a Purchaser Material Adverse Effect.

(b)        To Purchaser’s knowledge, none of Purchaser, any of its Subsidiaries or any of the directors, officers, agents or employees of Purchaser or any of its Subsidiaries has, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses

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related to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.  Neither Purchaser nor any of its Subsidiaries has participated in any boycotts.

6.4           Capitalization .

(a)        The authorized capital stock of Purchaser consists solely of 300,000,000 shares of Purchaser Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “ Purchaser Preferred Stock ”).  As of the close of business on April 18, 2008, (i) 68,567,261 shares of Purchaser Common Stock were issued and outstanding (excluding shares held by Purchaser in its treasury), (ii) no shares of Purchaser Preferred Stock were outstanding, (iii) options to purchase an aggregate of 5,122,145 shares of Purchaser Common Stock were outstanding, (iv) no shares of Purchaser Common Stock were held by Purchaser in its treasury and (v) no shares of capital stock of Purchaser were held by Purchaser’s Subsidiaries.  Except as set forth in Section 6.4 of the Purchaser Disclosure Letter, Purchaser has no outstanding bonds, debentures, notes or other securities or obligations entitling the holders thereof to vote (or that are convertible into or exercisable or exchangeable for, or that evidence the right to subscribe for or acquire, securities having the right to vote) with the stockholders of Purchaser on any matter.  Except as set forth in Section 6.4 of the Purchaser Disclosure Letter or with respect to Purchaser Equity Compensation, since December 31, 2007, Purchaser has not (A) issued any shares of capital stock, restricted stock or other securities other than (x) shares of Purchaser Common Stock acquired upon the exercise of options to acquire Purchaser Common Stock or (y) shares of restricted stock or other securities granted pursuant to Purchaser’s 2001 Stock Incentive Plan, or (B) split, combined, converted or reclassified any of its shares of capital stock.  All issued and outstanding shares of Purchaser Common Stock are, and all shares of Purchaser Common Stock that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.  Except as set forth in this Section 6.4 and Section 6.5(a) of the Purchaser Disclosure Letter or with respect to Purchaser Equity Compensation, there are no other shares of capital stock, equity interests or voting securities of Purchaser or any of its material Subsidiaries, and no options, warrants, calls, subscriptions, convertible, exercisable or exchangeable securities or other rights, agreements or commitments that obligate Purchaser or any of its Subsidiaries to issue, transfer, grant, enter into or sell or cause to be issued, transferred, granted, entered into or sold any shares of capital stock of, or equity interests in or any security convertible into or exercisable or exchangeable for, or that evidence the right to subscribe for or acquire any capital stock or equity interest in, Purchaser or any of its Subsidiaries or any such option, warrant, call, subscription, security or other right, agreement or commitment or that give any person the right to receive any economic interest in Purchaser or any of its Subsidiaries.

(b)        Except as set forth in Section 6.4(b) of the Purchaser Disclosure Letter, there are no (i) outstanding agreements or other obligations of Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire (or cause to be repurchased, redeemed or otherwise acquired) any shares of capital stock of Purchaser or any of its Subsidiaries or (ii) voting trusts or other agreements or understandings to which Purchaser or any of its Subsidiaries or, to the knowledge of Purchaser, any of Purchaser’s directors or executive officers is a party with respect to the voting of capital stock of Purchaser or any of its Subsidiaries.  Purchaser has

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made available to the Company a complete and accurate list of all outstanding options to acquire Purchaser Common Stock granted pursuant to any plan, program or arrangement of Purchaser as of the date hereof, which list sets forth the name of the holders thereof and, to the extent applicable, the exercise price or purchase price thereof, the number of shares of Purchaser Common Stock subject thereto, the governing plan, program or arrangement of Purchaser with respect thereto and the expiration date thereof.  No agreement or understanding requires consent or approval from the holder of any option to acquire Purchaser Common Stock to effectuate the terms of this Agreement.

6.5           No Violation .  Neither the execution and delivery by Purchaser and Merger Sub of this Agreement, the Notes Documents or any of the Ancillary Documents to which it is or will be a party nor the consummation by Purchaser or Merger Sub of the transactions contemplated hereby or thereby to which it is a party (including the pledge by Purchaser of the shares of capital stock owned by it of Classmates Media Corporation (“ CMC ”) to be created pursuant to the Pledge Agreement in favor of the Notes Trustee for the benefit of the holders of the Purchaser Notes) does or will (a) violate, conflict with or result in a breach of any provision of the respective certificates of incorporation or bylaws of Purchaser or Merger Sub; (b) violate, conflict with, result in a breach of a provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation or amendment or in a right of termination, cancellation or amendment of, accelerate the performance required by or result in the loss of a benefit under, result in the triggering of any payment, penalty or other obligations pursuant to any notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, agreements, contracts, commitments, arrangements, Permits, concessions, franchises, limited liability or partnership agreements and other instruments to which Purchaser or any of its Subsidiaries is a party, or by which they or any of their respective properties, assets or business activities may be bound or restricted as of the date hereof (“ Purchaser Contracts ”); (c) result in the creation or imposition of any Encumbrance upon any of the properties of Purchaser or its Subsidiaries, except for any such matters referenced in clauses (b) and (c) with respect to which requisite waivers or consents have been, or prior to the Effective Time will be, obtained or with respect to any matters that would not reasonably be expected to have a Purchaser Material Adverse Effect and, except in the case of the Notes Documents, for the Encumbrances created thereby; (d) require any Consents with respect to any Governmental Entity, including any such Consent under the Laws of any foreign jurisdiction, other than (i) the filing of the Proxy/Prospectus with the SEC and the filing with the SEC of such other filings required under the Exchange Act, or the Securities Act, and applicable state blue-sky laws, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the effectiveness of the Registration Statement under the Securities Act and the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the “ TIA ”), (iii) the filing of a premerger notification and report form by Purchaser under the HSR Act, and the filing and receipt, termination or expiration, as applicable, of the Other Antitrust Filings and Consents, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (v) any filings required by the rules and regulations of The NASDAQ Global Select Market, (vi) the filings contemplated by Section 6.17 or as may be required in connection with the issuance or disposition of the Purchaser Notes or the Purchaser Common Stock by laws generally affecting the offering and sale of securities, and (vii) those Consents the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect; or (e) violate any

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Laws applicable to Purchaser or any of its Subsidiaries or any of their respective assets or properties, except for violations that would not reasonably be expected to have a Purchaser Material Adverse Effect.  Neither the execution and delivery by Purchaser and Merger Sub of this Agreement, the Notes Documents or any of the Ancillary Documents to which it is a party nor the consummation by Purchaser and Merger Sub of the transactions contemplated hereby or thereby to which it is a party (including the pledge by Purchaser of the shares of capital stock owned by it of CMC to be created pursuant to the Pledge Agreement in favor of the Notes Trustee for the benefit of the holders of the Purchaser Notes) will require any Consent of any Person (other than any Governmental Entity) except (i) under those Purchaser Contracts set forth in Section 6.5 of the Purchaser Disclosure Letter, (ii) under those Purchaser Contracts that are not material Purchaser Contracts, the failure of which to make or obtain would not be reasonably expected to have a Purchaser Material Adverse Effect and (iii) for the filings contemplated by Section 6.17 or as may be required, in connection with the issuance or disposition of the Purchaser Notes or the Purchaser Common Stock, by laws generally affecting the offering and sale of securities.

6.6           Purchaser Reports .  Purchaser has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents (including all exhibits, amendments and supplements thereto) required to be filed with, or furnished to, the SEC by Purchaser since December 31, 2005, and has previously made available to the Company true and complete copies of (i) the Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007 filed by Purchaser with the SEC, (ii) information or proxy statements relating to all of Purchaser’s meetings of stockholders held or scheduled to be held since December 31, 2005, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed since December 31, 2007 by Purchaser with the SEC prior to the date hereof (all such documents, as amended or supplemented, including any information incorporated by reference therein, are referred to collectively as, the “ Purchaser Reports ”).  Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of Purchaser contained in the Purchaser Reports (or incorporated therein by reference) (i) were or, in the case of the Purchaser Reports filed or furnished on or after the date hereof, will be prepared in accordance with GAAP (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all material respects the consolidated financial position of Purchaser and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject in the case of interim unaudited financial statements to normal year-end audit adjustments, and (ii) complied or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will comply, as to form as of their respective dates in all material respects with applicable rules and regulations (including accounting requirements) of the SEC.  As of their respective dates, each Purchaser Report was prepared in accordance with and complied (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will be prepared in accordance with and will comply) in all material respects with the requirements of Sarbanes-Oxley, as applicable, and the rules and regulations of the SEC promulgated thereunder, and the Purchaser Reports (including all financial statements included therein and all exhibits and schedules thereto and all documents incorporated by reference therein) did not (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will not), as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case

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of other Purchaser Reports, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Purchaser has made available to the Company copies of all material comment letters received by Purchaser from the SEC since January 1, 2005 and relating to any Purchaser Reports, together with all written responses of Purchaser thereto sent to the SEC.  As of the date hereof, (i) there are no material outstanding or material unresolved comments in comment letters received from the SEC staff with respect to the Purchaser Reports, and (ii) none of the Purchaser Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.  None of Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

6.7           Absence of Certain Changes .  From December 31, 2007 through the date hereof, Purchaser and each of its Subsidiaries have conducted their business in the ordinary course of such business consistent with past practices, except as contemplated by this Agreement in connection with the Merger and the transactions contemplated thereby.  From December 31, 2007 through the date hereof, neither Purchaser nor any of its Subsidiaries has engaged in any transaction or series of transactions material to Purchaser and its Subsidiaries in the aggregate, other than in the ordinary course of business consistent with past practice, and there have not been (a) any Purchaser Effects that constitute a Purchaser Material Adverse Effect; (b) except as set forth in Section 6.7 of the Purchaser Disclosure Letter, any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Purchaser; (c) any issuance by Purchaser, or agreement or commitment of Purchaser to issue, any shares of capital stock or securities convertible into or exercisable exchangeable for, or that evidence the right to subscribe for or acquire, shares of capital stock; (d) any repurchase, redemption or any other acquisition by Purchaser or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, Purchaser or its Subsidiaries; (e) any material change in accounting principles, practices or methods; (f) any revaluation by Purchaser or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business consistent with past practices; (g) except as set forth in Section 6.7 of the Purchaser Disclosure Letter, any sale or other transfer of any material assets of Purchaser or any of its Subsidiaries; (h) any action of the type described in Section 7.1(c) or Section 7.1(d)  that had such Section been in effect when such action was taken would be in violation of such Section; and (i) any agreement by Purchaser or its Subsidiaries to take any of the actions referred to in clauses (b) through (g) of this sentence.

6.8           No Undisclosed Liabilities .  Except as disclosed in Purchaser’s audited financial statements (including in any notes related thereto) included in Purchaser’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2007 and liabilities and obligations incurred under this Agreement or in connection with the transactions contemplated by this Agreement and the Ancillary Documents, Purchaser and its Subsidiaries do not have any liabilities of any kind (whether accrued, absolute, contingent or otherwise), which, individually or in the aggregate would be material to Purchaser and its Subsidiaries, taken as a whole, and that would be required by GAAP to be reflected on a consolidated balance sheet of Purchaser and its Subsidiaries (or in the notes thereto).

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6.9           Litigation .  All of the material actions, suits, claims, investigations, arbitrations or proceedings pending or, to the knowledge of Purchaser, threatened, as of the date hereof, against Purchaser or any of its Subsidiaries or to which any of their respective assets or properties is subject before any arbitrator or Governmental Entity are set forth in Section 6.9 of the Purchaser Disclosure Letter.  There is no action, suit, claim, investigation, arbitration or proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Subsidiaries or any of their respective assets or properties before any arbitrator or Governmental Entity that would be reasonably expected to have a Purchaser Material Adverse Effect, and to the knowledge of Purchaser, there is no basis for any such action, suit, claim, investigation, arbitration or proceeding.  None of Purchaser, any of its Subsidiaries or any officer, director or employee of Purchaser or any of its Subsidiaries has been permanently or temporarily enjoined by any order, judgment or decree of any court or any other Governmental Entity from engaging in or continuing any conduct or practice in connection with the business or assets of Purchaser or any of its Subsidiaries nor, to the knowledge of Purchaser, is Purchaser, any of its Subsidiaries or any executive officer or director of Purchaser or any of its Subsidiaries under investigation by any Governmental Entity related to the conduct of Purchaser’s or any of its Subsidiaries’ business.  To the knowledge of Purchaser, there is not in existence any order, judgment or decree of any court or other tribunal or other agency that is applicable to Purchaser or any of its Subsidiaries enjoining or requiring Purchaser or any of its Subsidiaries to take any action of any kind with respect to its business, properties or assets or that would be reasonably expected to have a Purchaser Material Adverse Effect.

6.10         Controls .

(a)        Purchaser has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to Purchaser and its Subsidiaries required to be disclosed by Purchaser in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Purchaser’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of Purchaser required by Sections 302 and 906 of Sarbanes-Oxley with respect to such reports.

(b)        Purchaser has established and maintains internal controls.  To the knowledge of Purchaser, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with GAAP.  Purchaser has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Purchaser’s auditors and audit committee (i) any “significant deficiency” (as defined in Rule 1-02(a)(4) of Regulation S-X) and any “material weakness” (as defined in Rule 1-02(a)(4) of Regulation S-X) known to Purchaser in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in a material respect Purchaser’s ability to record, process, summarize and report financial information and (ii) any material fraud known to Purchaser that involves management or other employees who have a significant role in internal

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controls.  Purchaser has made available to the Company a summary of any such disclosure regarding significant deficiencies, material weaknesses and fraud made by management to Purchaser’s auditors and audit committee since December 31, 2005.

6.11         Financing .  Merger Sub has delivered to the Company (i) true, correct and complete signed counterpart(s) of the commitment letter of Wells Fargo Bank, N.A., dated the date hereof, and (ii) true, correct and complete (subject to fee amounts being redacted) signed counterparts of the related fee letter of Wells Fargo Bank, N.A., dated the date hereof, pursuant to which Wells Fargo Bank, N.A. has agreed, subject to the terms and conditions set forth therein, to provide up to an aggregate of $375.0 million of financing in connection with the transactions contemplated hereby and an additional $75.0 million of revolving credit ((i) and (ii) collectively, the “ Financing Letters ”).  The Financing Letters are in full force and effect as of the date hereof.  The Financing Letters are subject to no contingencies or conditions other than those set forth in the copies of the Financing Letters delivered to the Company.  Purchaser and Merger Sub have fully paid any and all commitment fees or other fees required by the Financing Letters to be paid by them on or prior to the date hereof.  As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser or Merger Sub under the Financing Letters.  As of the date hereof, subject to the satisfaction of the conditions set forth in Sections 8.1 and 8.3 (excluding Section 8.3(c) ), neither Purchaser nor Merger Sub believes or has reason to believe that any of the conditions to the financing set forth in the Financing Letters required to be satisfied by Purchaser or Merger Sub will not be satisfied or that any portion of the financing to be made thereunder will not otherwise be made available to Purchaser or Merger Sub on the Closing Date.  Assuming the accuracy of the representations and warranties set forth in Section 5.4 and compliance by the Company and its Subsidiaries with their agreements set forth in Sections 7.1(a)  and 7.1(b) , and the satisfaction of the closing condition set forth in Section 8.3(d) , the aggregate sources of funding identified in the Financing Letters and Additional Financing Letters (if applicable) as necessary to consummate the transactions contemplated by this Agreement, in the respective amounts referred to in the Financing Letters (including any direct or indirect equity contribution of Purchaser referred to therein) and the Additional Financing Letters (if applicable), together with the Net Proceeds (as defined in the Description of Notes) from the CMC IPO received by Purchaser (if applicable), would be sufficient to enable Merger Sub and the Company to pay the full Cash Merger Consideration, to make all other necessary cash payments by them in connection with the Merger upon the terms contemplated by this Agreement (including the payments required under Section 7.12 with respect to the Defeasance and/or Debt Tender Offer) and to pay all of the related fees and expenses, in each case as contemplated by the Financing Letters and Ad