America Online 2010 Annual Report Download - page 248

EXECUTION COPY
and/or [****], such site(s) (as applicable) will be subject to the [****] obligations set forth in Section [****] of the Agreement.
14. Amendment to Change of Control. Sections 6.5 and 6.6 of the Existing Agreement are hereby deleted in their entirety and restated as follows:
6.5 Change of Control.
(a) Change of Control of AOL.
(i) Right to Terminate.
(1) Either Party shall have the right to terminate this Agreement upon a Change of Control of [****] involving [****] (including [****]) (the
"Listed Companies") and their Affiliates, or the direct or indirect successors to or assigns of any of the foregoing (including the Affiliates of
such successors and assigns) (all of the above, "Named Companies").
(2) In [****] and [****] of each year during the Term, Google may [****] Listed Company from the then-current Listed Companies list with a
[****] (a "[****] Listed Company") by notifying AOL of the [****] Listed Company in the applicable [****], but only if the [****] Listed
Company is not a (i) [****] (ii) a [****], or (iii) an [****]. For clarity, [****] entities may be [****] during each year.
Google shall give notice to AOL in writing of each [****] Listed Company (the "Listed Company [****] Notification"). Listed Company
[****] Notification(s) may only be made during the [****] periods during each calendar year and Google may [****] Listed Company during
each such period: (a) [****]; and (b) [****] may not be carried over from one period or one calendar year to the next.
(a) If AOL has issued a public statement announcing a pending Change of Control transaction, Google shall not add the entities included
in that announcement as the potential Change of Control partner(s) to the Listed Companies list for [****] after AOL's announcement.
For clarity, the foregoing sentence will not apply to announcements regarding auctions or invitations to bid or an announced intent to
pursue such transactions with various potential entities. Notwithstanding the foregoing, no entity with which AOL has executed a binding
agreement to which both AOL and such entity remain bound, involving a Change of Control transaction with that entity, shall be added to
the Listed Companies list.
(b) In the event that AOL [****] to any [****] Listed Company, which AOL may only [****] to based on a claim that the [****] Listed
Company [****], then AOL shall provide Google with written notice of its [****] no later than [****] Business Days after receipt of the
Listed Company [****] Notification, but the [****] Listed Company shall be immediately [****] despite such [****] unless that
company is prohibited under Section 6.5(a)(i)(2)(c).
(c) Under no circumstances may Google [****] as a [****] Listed Company any entity in the following categories: (x) an enterprise
whose primary business and function is to [****]; (y) a [****] company that [****] of its revenues from [****] sources ("[****]"); or
(z) [****], including without limitation, [****] and their successors (e.g., [****]), [****] (including [****] and [****]), and [****] (e.g.,
[****]) ("[****]").
(3) Such right to terminate upon Change of Control may be exercised by written notice given within [****] days after consummation of the
transaction that effectuates the Change of Control (provided that written notice of a Change of Control has been given prior to the date of
consummation of the Change of Control transaction and if notice has not been given by such time, then within [****] days after notice has been
given). Such right to terminate for that Change of Control shall lapse if not exercised within such period.
(ii) Definitions. As used in this Section 6.5 only:
12
Google Confidential [Legal Department MC/CW Google]