AOL Inc. Sample Contracts

AOL Inc. – AOL INC., AS ISSUER and THE BANK OF NEW YORK MELLON, AS TRUSTEE First Supplemental Indenture Dated as of June 23, 2015 to the Indenture Dated as of August 19, 2014 (June 23rd, 2015)

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 23, 2015, is by and between AOL Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

AOL Inc. – AMENDED AND RESTATED BY-LAWS OF AOL INC. (a Delaware corporation) (Effective as of June 23, 2015) (June 23rd, 2015)
AOL Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AOL INC. (June 23rd, 2015)

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

AOL Inc. – AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF AOL INC. (May 12th, 2015)

Pursuant to the approval granted by the Board of Directors of AOL Inc. (the “Corporation”), in a meeting held on May 11, 2015, and the subsequent resolution contained in the minutes of the meeting of the same date, the Amended and Restated By-Laws (“By-laws”) of the Corporation were amended as follows, effective as of the date set forth below:

AOL Inc. – NEWS RELEASE FOR IMMEDIATE RELEASE May 12, 2015 (May 12th, 2015)

NEW YORK – Taking another significant step in building digital and video platforms to drive future growth, Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an agreement to purchase AOL Inc. (NYSE: AOL) for $50 per share — an estimated total value of approximately $4.4 billion.

AOL Inc. – AGREEMENT AND PLAN OF MERGER by and among VERIZON COMMUNICATIONS INC., HANKS ACQUISITION SUB, INC. and AOL INC. dated as of May 12, 2015 (May 12th, 2015)

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2015 (this “Agreement”), is made by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Hanks Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and AOL Inc., a Delaware corporation (the “Company”).

AOL Inc. – AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (May 8th, 2015)
AOL Inc. – AOL INC. SEGMENT PERFORMANCE SHARE UNITS (“SPSUs”) UNDER THE AOL INC. 2010 STOCK INCENTIVE PLAN SPSU TERMS AND CONDITIONS AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015 (May 8th, 2015)

These Segment Performance Share Unit Terms and Conditions, as amended from time to time (“Terms and Conditions”), apply to the award of SPSUs (each an “SPSU Award”) granted under the AOL Inc. 2010 Stock Incentive Plan, as amended from time to time (the “Plan”). An SPSU Award shall be deemed to be an “Other Stock-Based Award” granted pursuant to Section 9 of the Plan. An SPSU Award is intended to satisfy the applicable provisions of Section 162(m) of the Code with respect to an SPSU Award granted to a Covered Employee. Each SPSU Award is subject to these Terms and Conditions and the terms, definitions and provisions of the Plan and applicable Notice of Grant and SPSU Award Agreement. Capitalized terms that are used in these Terms and Conditions, but are not defined, shall have the meanings ascribed to them in the Plan or the applicable SPSU Award Agreement.

AOL Inc. – AOL Inc. 2015 Annual Bonus Plan – U.S. (May 8th, 2015)
AOL Inc. – FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT OF ROBERT LORD (May 8th, 2015)

This FIRST AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”), by and between AOL Inc., a Delaware corporation ("Company"), and Robert Lord ("Executive") is made and entered into as of February 9, 2015 (the "Effective Date").

AOL Inc. – AOL INC. AOL INC. 2010 STOCK INCENTIVE PLAN NOTICE OF GRANT OF SPSU AWARD (May 8th, 2015)

AOL Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below the number of SPSUs specified below (the “SPSU Award” or the “SPSUs”), upon the terms and subject to the conditions set forth in this Notice, the SPSU Award Agreement attached hereto as Attachment B (the “SPSU Award Agreement”), the AOL Inc. 2010 Stock Incentive Plan (the “Plan”), and the SPSU Terms and Conditions (“Terms and Conditions”) provided to the Participant, each as amended from time to time. The Target Number of SPSUs specified below represents the number of SPSUs you have the opportunity to receive based on the attainment of the Performance Criteria specified herein and your continued employment. Each SPSU is equal in value to one share of the Company’s common stock, par value $0.01 (a “Share”). This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Terms and Conditions, the SPSU Award Agreement and this Notice.

AOL Inc. – AOL’S MULTI-PLATFORM USER GROWTH FASTEST AMONG THE TOP 5 INTERNET PROPERTIES AOL’S GLOBAL ADVERTISING REVENUE GROWTH ACCELERATES PROGRAMMATIC GROWS 80% AND SURGES TO 45% OF GLOBAL BRAND ADVERTISING REVENUE AOL STRONGLY GROWS VIDEO, MOBILE, PROGRAMMATIC AND NATIVE ADVERTISING REVENUE GLOBAL ADVERTISING PRICING GROWS MORE THAN 10% (May 8th, 2015)

NEW YORK – May 8, 2015 - AOL Inc. (NYSE: AOL) released first quarter 2015 results today. “AOL grew its consumer base strongly and saw continued strength in video, mobile and programmatic advertising, while we also updated the structure and capabilities of the company,” said Tim Armstrong, AOL Chairman & CEO. “AOL continues to grow in strength and we are on a mission to scale the first Media Technology company of the internet and mobile age.”

AOL Inc. – AOL DELIVERS 2ND CONSECUTIVE YEAR OF REVENUE AND 3RD YEAR OF ADJUSTED OIBDA GROWTH (February 11th, 2015)

NEW YORK – February 11, 2015 - AOL Inc. (NYSE: AOL) released fourth quarter and full year 2014 results today. “AOL’s global team delivered our second consecutive year of growth in revenue and profits – while we lowered our expenses,” said Tim Armstrong, AOL Chairman and CEO. “AOL is building leading assets in the fastest growing areas of media technology and we are aggressively moving the company forward in 2015.”

AOL Inc. – AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (February 11th, 2015)
AOL Inc. – AOL REPORTS DOUBLE-DIGIT REVENUE GROWTH IN Q3 2014 (November 6th, 2014)
AOL Inc. – AOL Inc. Trending Schedules Key Metrics and Financial Information (Unaudited) (November 6th, 2014)
AOL Inc. – JPMorgan Chase Bank, National Association London Branch (August 19th, 2014)
AOL Inc. – Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: Peter Tucker, Assistant General Counsel Telephone: 646-855-5821 Facsimile: 646-822-5633 August 14, 2014 To: AOL Inc. 770 Broadway New York, NY 10003 Attention: Telephone No.: General Counsel 212-652-6400 Re: Additional Warrants (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – August 14, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to Goldman, Sachs & Co. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – August 13, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to Goldman, Sachs & Co. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – August 14, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman, Sachs & Co. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – JPMorgan Chase Bank, National Association London Branch (August 19th, 2014)
AOL Inc. – Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 (August 19th, 2014)
AOL Inc. – August 13, 2014 (August 19th, 2014)
AOL Inc. – AOL INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of August 19, 2014 0.75% Convertible Senior Notes due 2019 (August 19th, 2014)

INDENTURE, dated as of August 19, 2014, between AOL INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

AOL Inc. – August 13, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman, Sachs & Co. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Deutsche Bank AG, London Branch (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – JPMorgan Chase Bank, National Association London Branch (August 19th, 2014)
AOL Inc. – JPMorgan Chase Bank, National Association London Branch (August 19th, 2014)
AOL Inc. – Deutsche Bank AG, London Branch Winchester house (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AOL Inc. (“Company”) to Deutsche Bank AG, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Deutsche Bank AG, London Branch (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – August 13, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE (August 19th, 2014)

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

AOL Inc. – August 14, 2014 (August 19th, 2014)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and AOL Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

AOL Inc. – AOL ANNOUNCES PRICING OF $330 MILLION PRIVATE OFFERING OF 0.75% CONVERTIBLE SENIOR NOTES AND PRICING OF PRIVATE NOTE HEDGE TRANSACTIONS AND WARRANT SALES (August 14th, 2014)

NEW YORK, August 14, 2014 - AOL Inc. (NYSE: AOL) announced today the pricing of its private offering of $330 million aggregate principal amount of 0.75% Convertible Senior Notes due 2019 (the “notes”) to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced $300 million aggregate principal amount of notes. AOL has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $49.5 million aggregate principal amount of notes. The offering is expected to close on August 19, 2014, subject to customary closing conditions.