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Table of Contents
AOL INC.
EXHIBIT INDEX
Exhibit
Number Description
2.1
Separation and Distribution Agreement between AOL Inc. and Time Warner Inc., dated November 16, 2009 (incorporated herein by reference
to Exhibit 2.1 to the Registrant's Amendment No. 5 to Form 10 dated November 16, 2009).
2.2
Securities Purchase Agreement between AOL Inc. and Digital Sky Technologies Limited dated April 28, 2010 (incorporated herein by
reference to Exhibit 2.1 to the Registrant's Form 10-Q dated August 4, 2010).
2.3
Agreement and Plan of Merger By and Among AOL Inc., Headline Acquisition Corporation, TheHuffingtonPost.com, Inc. and Shareholder
Representative Services LLC, as the Security Holders' Agent dated as of February 6, 2011 (incorporated herein by reference to Exhibit 2.1 to
Registrant's Form 10-Q dated May 4, 2011).
2.4
Side Letter between TheHuffingtonPost.com, Inc. and AOL Inc. dated March 4, 2011 (incorporated herein by reference to Exhibit 2.2 to
Registrant's Form 10-Q dated May 4, 2011).
3.1
Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on December 9,
2009 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated December 11, 2009).
3.2
Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form
8-K dated December 11, 2009).
4.1
Specimen Common Stock Certificate of Registration (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K dated December 11, 2009).
10.1
Transition Services Agreement between AOL Inc. and Time Warner Inc., dated November 16, 2009 (incorporated herein by reference to
Exhibit 10.1 to the Registrant's Amendment No. 5 to Form 10 dated November 16, 2009).
10.2
Second Tax Matters Agreement between AOL Inc. and Time Warner Inc., dated November 16, 2009 (incorporated herein by reference to
Exhibit 10.2 to the Registrant's Amendment No. 5 to Form 10 dated November 16, 2009).
10.3
Employee Matters Agreement by and among AOL Inc., AOL LLC and Time Warner Inc., dated November 16, 2009 (incorporated herein by
reference to Exhibit 10.3 to the Registrant's Amendment No. 5 to Form 10 dated November 16, 2009).
10.4
Employee Matters Assignment and Assumption Agreement by and among AOL Inc., AOL LLC and Time Warner Inc., dated December 3,
2009 (incorporated herein by reference to Exhibit 10.7 to the Registrant's Form 10-K dated March 2, 2010).
10.5
Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Registrant's Current Report on Form
8-K dated December 22, 2009).**
10.6
Form of Non-Qualified Stock Option Agreement (Version 2), effective December 9, 2010 (incorporated herein by reference to Exhibit 10.9 to
the Registrant's Form 10-K dated February 25, 2011).**
10.7
Form of Restricted Stock Units Agreement (incorporated herein by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K
dated December 22, 2009).**
10.8
Form of Restricted Stock Units Agreement (Version 2), effective December 9, 2010 (incorporated herein by reference to Exhibit 10.11 to the
Registrant's Form 10-K dated February 25, 2011).**
108