America Online 2010 Annual Report Download - page 249

EXECUTION COPY
(1) An "Affiliate(s)" of an entity shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with the
first entity.
(2) A "Change of Control" of [****] shall mean the sale or other disposition (including through a merger, stock sale or otherwise) of more than
[****] of [****] economic interest in or voting power in a transaction or series of related transactions or the sale of all or substantially all of the
assets of that entity. An Audience Business [****] shall be considered a "Change of Control" of [****].
(3) [INTENTIONALLY DELETED]
(4) "Audience Business" shall mean the business unit (or units) of AOL that develops, programs and markets content, tools and services for users
of the web sites, portals and services comprising the AOL Network and earns revenue primarily through selling online advertising on the AOL
Network as well as from selling advertisements on third party web sites through AOL's third party advertising network (formerly known as the
Advertising.com network) and through other relationships with third party web sites. For purposes of this section only, the "AOL Network" shall
mean an online network that is comprised of a variety of websites, portals and services including the AOL service, low cost ISP services,
AOL.com, AIM, Moviefone, MapQuest and Netscape.com.
(5) "Audience Business [****]" shall mean the [****] of the assets comprising the Audience Business or the [****] of any entity which directly
or indirectly holds all or substantially all of the assets comprising the Audience Business.
(iii) [INTENTIONALLY DELETED]
(iv) Non-Named Companies. In the event of a Change of Control involving an entity that is not a Named Company, this Agreement shall be
assigned to the acquiring or merged entity if the Change of Control transaction is a sale of assets or shall remain in effect if the Change of Control
transaction is a sale of equity, as applicable, provided that in the case of an assignment, the assignee agrees in writing to be bound by all the terms
and conditions of such Agreement. If the assignee does not agree in writing to be bound by all the terms and conditions of this Agreement within
5 days after the Change of Control, Google may terminate this Agreement immediately.
(v) Limitations. In the event of a Change of Control of AOL, [****] Covered Properties already receiving Google Sponsored Advertising
Services under this Agreement and controlled by AOL or an AOL Affiliate at the time of such Change of Control may be covered by this
Agreement if the Agreement has not been terminated.
(vi) Notice. AOL shall notify Google in writing of any Change of Control upon the signing of definitive agreement therefor.
(b) Assignment. This Agreement shall not be assignable, by operation of law or otherwise, to any Named Company. For the purpose of clarification, in
any transaction that constitutes a Change of Control, the provisions of Section 6.5(a), and not the provisions of Section 22 of Exhibit E to this
Agreement shall apply.
6.6 Termination of Additional Agreements. In the event that a Party terminates this Agreement pursuant to Section 6.5(a), such Party shall also have
the right to terminate all and only all of the following additional agreements between the Parties:
• Web Search Services Agreement dated May 1, 2002, as amended;
• Distribution and Marketing Agreement dated as of March 24, 2006;
• Marketplace Agreement dated as of March 24, 2006;
• Memorandum of Understanding dated as of the Thirtieth Amendment Effective Date.
15. Ad Formats. The following new section will be added to the Existing Agreement as Section 16:
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