AOL Inc.

(AOL)

10-Q
Quarterly report pursuant to sections 13 or 15(d) Filed on 08/01/2012 Filed Period 06/30/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission File Number 001-34419

AOL INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

20-4268793
(I.R.S. Employer Identification No.)

770 Broadway New York, NY

(Address of principal executive offices)

10003
(Zip Code)

Registrant's telephone number, including area code: 212-652-6400 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer x Non-accelerated filer (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company Yes No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of July 27, 2012, the number of shares of the Registrant's common stock, par value $0.01 per share, outstanding was 93,973,079.

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AOL INC. TABLE OF CONTENTS

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PART I. FINANCIAL INFORMATION Cautionary Statement Concerning Forward-Looking Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Item 1. Financial Statements PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 6. Exhibits Signatures Exhibit Index

1 2 20 21 22 35 36 36 36 37 38

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AOL INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Page Number

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011 Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 Consolidated Statements of Equity for the Six Months Ended June 30, 2012 and 2011 Note 1: Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Note 2: Income (Loss) Per Common Share Note 3: Goodwill Note 4: Business Acquisitions, Dispositions and Other Significant Transactions Note 5: Income Taxes Note 6: Stockholders' Equity Note 7: Equity-Based Compensation Note 8: Restructuring Costs Note 9: Commitments and Contingencies Note 10: Segment Information

22 23 24 25 26 28 28 29 30 31 32 33 34 34

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q ("Quarterly Report") contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding business strategies, market potential, future financial and operational performance and other matters. Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "will," "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forwardlooking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in "Item 1ARisk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 ("Annual Report"). In addition, we operate a web services company in a highly competitive, rapidly changing and consumer- and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. Our actual results could differ materially from management's expectations because of changes in such factors. Achieving our business and financial objectives, including growth in operations and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced in "Item 1ARisk Factors" in our Annual Report as well as, among other things: changes in our plans, strategies and intentions; continual decline in market valuations associated with our cash flows and revenues; the impact of significant acquisitions, dispositions and other similar transactions; our ability to attract and retain key employees; any negative unintended consequences of cost reductions, restructuring actions or similar efforts, including with respect to any associated savings, charges or other amounts; market adoption of new products and services; the failure to meet earnings expectations; asset impairments; decreased liquidity in the capital markets; our ability to access the capital markets for debt securities or bank financings; and the impact of "cyber warfare" or terrorist acts and hostilities.

References in this Quarterly Report to "we," "us," the "Company," and "AOL" refer to AOL Inc., a Delaware corporation. 1

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our results of operations and financial condition together with our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report as well as the discussion in the "Item 1Business" section of our Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in "Item 1ARisk Factors" in our Annual Report and "Cautionary Statement Concerning Forward-Looking Statements" herein. Introduction Management's discussion and analysis of financial condition and results of operations ("MD&A") is a supplement to the accompanying consolidated financial statements and provides additional information on our business, recent developments, results of operations, liquidity and capital resources and critical accounting policies. MD&A is organized as follows: Overview. This section provides a general description of our business and outlook for 2012, as well as recent developments we believe are important in understanding our results of operations and financial condition or in understanding anticipated future trends. Results of operations. This section provides an analysis of our results of operations for the three and six months ended June 30, 2012 and 2011. Liquidity and capital resources. This section provides a discussion of our current financial condition and an analysis of our cash flows for the six months ended June 30, 2012 and 2011. This section also provides an update to the discussion in our Annual Report of our customer credit risk and includes a discussion of the amount of financial capacity available to fund our future commitments and ongoing operating activities. Critical accounting policies. This section identifies those accounting policies that are considered important to our results of operations and financial condition and require significant judgment and estimates on the part of management.

Overview

Our Business We are a leading global web services company with a suite of compelling brands and offerings and a substantial worldwide audience. Our business spans online content, products and services that we offer to consumers, publishers and advertisers. We are focused on attracting and engaging internet consumers and providing valuable online advertising services. We market our offerings to advertisers on both AOL Properties and the Third Party Network under the brand "AOL Advertising." Through the Advertising.com Group, we provide third party publishers with premium products and services intended to make their websites attractive to brand advertisers, such as video and custom content production, in addition to offering ad serving and sales of third party advertising inventory. Our AOL-brand access subscription service, which we offer consumers in the United States for a monthly fee, is a valuable distribution channel for AOL Properties. 2

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On June 29, 2012, we announced a plan to form operating units in conjunction with a planned change in management structure. As part of that change, our Chief Financial Officer will be taking on the role of Chief Operating Officer, but will continue to also serve as our Chief Financial Officer until a new Chief Financial Officer is hired. We currently plan to form the operating units to organize our business into three main areas; AOL Membership, Brands (including Patch) and Advertising.com. This new operating structure will allow the Company to focus on profitability, coordinated business execution, and resource allocation across its portfolio of brands and services. We have initiated the process to prepare detailed profitability information for each of these areas of our business, and expect to complete that process by the end of the year. As of June 30, 2012, we continue to have one operating and reportable segment. AOL Properties include our owned and operated content, products and services in the Huffington Post Media Group ("HPMG"), AOL Services and Local and Mapping strategy areas. AOL Properties also include co-branded websites owned or operated by third parties for which certain criteria have been met, including that the internet traffic has been assigned to us. We generate advertising revenues from AOL Properties through the sale of display advertising and search and contextual advertising. Display advertising revenue is generated by the display of graphical advertisements and other performance-based advertising. We offer advertisers marketing and promotional opportunities to purchase specific placements of advertising directly on AOL Properties (i.e., in particular locations and on specific dates). In addition, we offer advertisers the opportunity to bid on unreserved advertising inventory on AOL Properties utilizing our proprietary scheduling, optimization and delivery technology. We collectively refer to revenue associated with these offerings as premium display advertising revenue. Finally, advertising inventory on AOL Properties not sold directly to advertisers, as described above, may be included for sale to advertisers with inventory purchased from third-party publishers in the Third Party Network. Search and contextual advertising revenue is generated when a consumer clicks on a text-based advertisement on AOL Properties. These text-based advertisements are either generated from a consumer-initiated search query or placed on sites targeted by advertisers based on the content of the websites. We also generate advertising revenues through the sale of advertising on third party websites, which we collectively refer to as the Third Party Network. Our advertising offerings on the Third Party Network consist primarily of the sale of display advertising and also include search and contextual advertising. In order to generate advertising revenues on the Third Party Network, we have historically had to incur higher traffic acquisition costs ("TAC") as compared to advertising on AOL Properties. Growth of our advertising revenues depends on our ability to attract consumers and increase engagement on AOL Properties by offering compelling content, products and services, as well as on our ability to provide effective advertising solutions and optimize our inventory monetization. In order to attract consumers and generate increased engagement, we have developed and acquired, and intend to continue to develop and potentially acquire, content, products and services designed to meet these goals. Our plans include the development of a number of platforms that are designed to facilitate the production, aggregation, distribution and consumption of national and local content. Additionally, through the creation of the HPMG, we have accelerated our strategy to deliver a scaled and differentiated array of premium news, analysis, commentary, entertainment and community engagement. Historically, our primary subscription service has been our subscription access service. To supplement our subscription access service, we are marketing new products and services that are either third party or AOL-developed products. We earn performance-based fees in relation to marketing third party products and services. We offer these products to our current and former access subscribers as well as other internet consumers. 3

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Key indicators to understanding our operating results include: Growth of advertising revenues; Unique visitors to AOL Properties; Monthly average churn and average paid tenure of our AOL-brand access subscribers; Our investment in the local online market, which we believe is a potential growth area; and Our ability to manage our operating cost structure.

Trends, Challenges and Uncertainties Impacting Our Business The web services industry is highly competitive and rapidly changing. Trends, challenges and uncertainties that may have a significant impact on our business, our opportunities and our ability to execute our strategy include the following: Advertising, commerce and information continue to migrate to the internet and away from traditional media outlets. We believe this continuing trend will create strategic growth opportunities for us to attract new consumers and develop new and effective advertising solutions. Additionally, the amount of content that is available online continues to expand. We believe our strategy is aligned with this rapid expansion as we aim to create a global content brand network while providing our consumers with an array of news, analysis, commentary, entertainment and community engagement. We offer a variety of sites that we expect to continue to drive consumer engagement, focusing on target audiences such as women, local and influencers. We continue to expand our distribution of our content, products and services on multiple platforms and digital devices (e.g., PCs, laptops, mobile phones and tablets). We believe that there is a significant strategic growth opportunity in providing local content, platforms and services covering geographic locations ranging from neighborhoods to major metropolitan areas. Patch is our community-specific news and information platform dedicated to providing comprehensive and trusted local coverage for individual towns and communities. We have been investing in the development of this platform as well as developing and offering compelling local content and growing user engagement within Patch towns. We have increased our focus on local, regional and national advertising and commerce opportunities as we continue the next phase of our development of Patch. The method of internet access continues to shift away from dial-up access and this trend has contributed to the decline in our subscription revenues. We have evolved our offerings of online products and services to provide significant value to our subscribers and other consumers. Our offerings to consumers include computer tools, maintenance and warranty services, online technical support, anti-virus software, identity theft protection, online and social media privacy and reputation monitoring services. We expect that these products will allow us to continue to grow new subscription services and expand our customer base. As the number of subscribers has declined, our remaining subscriber base has become longer tenured. We believe that subscription revenues and subscriber churn will continue to moderate in the foreseeable future as our tenured base matures and the value of the additional products and services offered to subscribers increases. 4

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We believe there is a growing advertiser demand for innovation in online advertising formats to be more conducive to product branding. To address this opportunity, we are focusing on premium formats and video to create an enhanced experience for consumers and advertisers. We are increasing our traffic on premium news, analysis, commentary, entertainment and community engagement through HPMG. We are also increasing video streams and reach through video platforms and networks offered by 5 Minutes Ltd. ("5Min") and goviral ApS ("goviral") and improving premium format advertising offerings through Pictela, Inc.

Recent Developments Patent Portfolio Sale and License On June 15, 2012, we sold approximately 800 of our patents and their related patent applications (the "Sold Patents") to Microsoft Corporation, a Washington corporation ("Microsoft"), and granted Microsoft a non-exclusive license to our retained patent portfolio, for aggregate proceeds of $1,056 million in cash (excluding transaction costs). Of this amount, $960 million is associated with the disposition of the Sold Patents and $96 million is associated with non-exclusive license fees. The sale transaction was structured as a purchase of all of the outstanding shares of a wholly owned non-operating subsidiary and the direct sale of certain other patents not held by the subsidiary. The disposed assets had a carrying value of $4.0 million on the Company's balance sheet and accordingly, the Company recorded a gain on the disposition of the Sold Patents of $945.8 million (which represents the consideration allocated to the sale less the carrying value of the disposed assets and transaction costs that were contingent on closing). With respect to the licensing portion of the transaction, the Company recognized income from licensing its retained patent portfolio of $96 million for the three months ended June 30, 2012. Based on the anticipated utilization of tax losses generated by the sale of the non-operating subsidiary and existing deferred tax assets, we do not expect this transaction to result in material cash taxes. For additional information on this transaction, see "Note 4" in our accompanying consolidated financial statements. Stock Repurchase Program On August 10, 2011, our Board of Directors approved a stock repurchase program, which authorizes us to repurchase up to $250.0 million of our outstanding shares of common stock from time to time through August 2012. Repurchases are subject to market conditions, share price and other factors. Repurchases have been and will be made in accordance with applicable securities laws in the open market or in private transactions and may include derivative transactions. Under this program, as of June 30, 2012, we repurchased a total of 14.8 million shares at a weighted-average price of $14.11 per share (approximately $209 million). Dutch Auction Tender Offer On June 28, 2012, we announced the first step in the multi-stage process of returning 100% of the patent transaction proceeds to shareholders through a $400.0 million modified Dutch auction tender offer. The $400.0 million aggregate purchase price of shares of common stock sought in the tender offer includes the approximately $40.0 million remaining from the initial $250.0 million stock repurchase authorized in August of 2011. The tender offer began on the date of the announcement, June 28, 2012, and will expire at 5:00PM ET at August 2, 2012 unless extended, amended or terminated earlier. Through the Dutch tender offer, AOL's shareholders will have the opportunity to tender some or all of their shares at a price within the range of $27.00 to $30.00 per share. 5

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Key Metrics Audience Metrics We utilize unique visitor numbers to evaluate the performance of AOL Properties. In addition, we utilize unique visitor numbers to evaluate the reach of our total advertising network, which includes both AOL Properties and the Third Party Network. Unique visitor numbers provide an indication of our consumer reach. Although our consumer reach does not correlate directly to advertising revenue, we believe that our ability to broadly reach diverse demographic and geographic audiences is attractive to brand advertisers seeking to promote their brands to a variety of consumers without having to partner with multiple content providers. AOL's unique visitor numbers also include unique visitors attributable to co-branded websites owned by third parties for which certain criteria have been met, including that the internet traffic has been assigned to us through a traffic assignment letter. For the three months ended June 30, 2012, approximately 7.1% of our unique visitors to AOL Properties were attributable to co-branded websites owned by third parties where the internet traffic was assigned to us, compared to approximately 6.3% for the three months ended June 30, 2011. The source for our unique visitor information is a third party (comScore Media Metrix, or "Media Metrix"). While we are familiar with the general methodologies and processes that Media Metrix uses in estimating unique visitors, we have not performed independent testing or validation of Media Metrix's data collection systems or proprietary statistical models, and therefore we can provide no assurance as to the accuracy of the information that Media Metrix provides. The following table presents our unique visitor metrics for the periods presented (in millions): Three Months Ended June 30, 2012 2011 112 113 186 183 Six Months Ended June 30, 2012 2011 110 113 186 181

Domestic average monthly unique visitors to AOL Properties Domestic average monthly unique visitors to AOL Advertising Network Subscriber Access Metrics

The primary metrics we monitor for our subscription access service are monthly average churn and average paid tenure. Monthly average churn represents on average the percentage of AOL-brand access subscribers that terminate or cancel our services each month, factoring in new and reactivated subscribers. The domestic AOL-brand access subscriber monthly average churn was 1.7% and 2.2% for the three months ended June 30, 2012 and 2011, respectively. Average paid tenure represents the average period of time subscribers have paid for domestic AOL-brand internet access. The average paid tenure of the remaining domestic AOL-brand access subscribers has been increasing, and was approximately 11.7 years and 10.5 years for the three months ended June 30, 2012 and 2011, respectively. 6

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Revenues The following table presents our revenues, by revenue type, for the periods presented (in millions): Three Months Ended June 30, 2012 2011 Revenues: Advertising Subscription Other Total revenues $ 337.8 175.5 17.8 531.1 $ 319.0 201.3 21.9 542.2 Six Months Ended June 30, 2012 2011 $ 667.9 357.6 35.0 1,060.5 $ 632.7 416.7 44.2 1,093.6

% Change 6% (13)% (19)% (2)%

% Change 6% (14)% (21)% (3)%

The following table presents our revenues, by revenue type, as a percentage of total revenues for the periods presented: Three Months Ended June 30, 2012 2011 Revenues: Advertising Subscription Other Total revenues Advertising Revenues Advertising revenues are generated on AOL Properties through display advertising and search and contextual advertising, as described in "Overview Our Business" herein. Agreements for advertising on AOL Properties typically take the form of impression-based contracts in which we provide impressions in exchange for a fixed fee (generally stated as cost-per-thousand impressions), time-based contracts in which we provide a minimum number of impressions over a specified time period for a fixed fee or performance-based contracts in which performance is measured in terms of either "click-throughs" when a user clicks on a company's advertisement or other user actions such as product/customer registrations, survey participation, sales leads or product purchases. In addition, agreements with advertisers can include other advertising-related elements such as content sponsorships, exclusivities or advertising effectiveness research. In addition to advertising revenues generated on AOL Properties, we also generate revenues from our advertising offerings on the Third Party Network. To generate revenues on the Third Party Network, we purchase advertising inventory from publishers (both large and small) in the Third Party Network using proprietary optimization, targeting and delivery technology to best match advertisers with available advertising inventory. Advertising arrangements for the sale of Third Party Network inventory typically take the form of impression-based contracts or performance-based contracts. 7 64% 33 3 100% 59% 37 4 100% Six Months Ended June 30, 2012 2011 63% 34 3 100% 58% 38 4 100%

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Advertising revenues on AOL Properties and the Third Party Network for the three and six months ended June 30, 2012 and 2011 are as follows (in millions): Three Months Ended June 30, 2012 2011 AOL Properties: Display Search and Contextual Total AOL Properties Third Party Network Total advertising revenues $ 139.9 $ 86.5 226.4 111.4 337.8 $ 137.6 87.8 225.4 93.6 319.0 Six Months Ended June 30, 2012 2011 $ 270.2 $ 176.1 446.3 221.6 667.9 $ 266.1 183.6 449.7 183.0 632.7

% Change 2% (1)% 0% 19 % 6%

% Change 2% (4)% (1)% 21 % 6%

Advertising revenues increased $18.8 million and $35.2 million for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011, primarily reflecting an increase in Third Party Network revenue and global display revenue, partially offset by declines in search and contextual revenue. The increase in Third Party Network revenue of $17.8 million and $38.6 million for the three and six months ended June 30, 2012, respectively, relates primarily to an increase in publishers on the network and increased sales of higher margin premium packages and products. In addition, Third Party Network revenue increased by $7.5 million and $13.9 million, for the three and six months ended June 30, 2012, respectively, as a result of the consolidation of Ad.com Japan beginning in the first quarter of 2012. The increase in display revenue of $2.3 million and $4.1 million for the three and six months ended June 30, 2012, respectively, primarily relates to growth in reserved inventory pricing, Patch revenue and international revenue, primarily in the UK, partially offset by a decline in reserved impressions sold. Search and contextual revenue declined $1.3 million and $7.5 million for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011, mainly due to a decline in AOL-brand access subscribers, a decline in queries on cobranded portals and fewer international queries. These declines in search and contextual include offsetting impacts related to growth in search revenue on AOL.com of $7.6 million and $13.9 million, respectively, for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. Revenues Associated with Google For all periods presented in this Quarterly Report, we have had a contractual relationship with Google Inc. ("Google") whereby we generate revenues through paid text-based search and contextual advertising on AOL Properties provided by Google, which represent a significant percentage of the advertising revenues generated by AOL Properties. For the three and six months ended June 30, 2012, the revenues associated with the Google relationship (substantially all of which were search and contextual revenues generated on AOL Properties) were $80.5 million and $165.0 million, respectively, as compared to $83.1 million and $171.3 million for the three and six months ended June 30, 2011, respectively. Subscription Revenues The number of domestic AOL-brand access subscribers was 3.0 million and 3.4 million at June 30, 2012 and 2011, respectively. Domestic average monthly revenue per AOL-brand access subscriber ("ARPU") was $17.92 and $17.90 for the three and six months ended June 30, 2012, respectively, compared to $17.53 and $17.75 for the three and six months ended June 30, 2011, respectively. We include in our subscriber numbers 8

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS individuals, households and entities that have provided billing information and completed the registration process sufficiently to allow for an initial log-on to the AOL access service. Individuals who have registered for our free offerings, including subscribers who have migrated from paid subscription plans, are not included in the AOL-brand access subscriber numbers presented above. Subscribers to our subscription access service contribute to our ability to generate advertising revenues. Subscription revenues declined 13% and 14% for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. The decline was due to an approximate 12% decrease in the number of domestic AOL-brand access subscribers between June 30, 2011 and June 30, 2012. Subscription revenue for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011 also includes a favorable impact related to the simplified pricing structure initiated in late 2011. Other Revenues Other revenues consist primarily of licensing revenues from licensing our proprietary ad serving technology to third parties through our subsidiary, ADTECH, licensing revenues from third-party customers of MapQuest's business-to-business services and fees associated with our mobile e-mail and instant messaging functionality from mobile carriers. In addition, other revenue also includes revenue from ticket sales related to technology events hosted by TechCrunch and production fees for videos produced by StudioNow. Other revenues decreased 19% and 21% for the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011, due primarily to a decrease in revenues from our mobile messaging services as mobile carriers continue to move away from paying on a per message basis and a decline in third party web hosting revenues. In addition, the decline for the six months ended June 30, 2012 includes a decline in transition services revenue partially offset by an increase in StudioNow revenues and ADTECH licensing revenues. Geographical Concentration of Revenues For the periods presented herein, a significant majority of our revenues have been generated in the United States. The majority of the non-United States revenues for these periods were generated by our European operations (primarily in the United Kingdom). We expect the significant majority of our revenues to continue to be generated in the United States for the foreseeable future. See "Note 1" in our accompanying consolidated financial statements for further discussion of our geographical concentrations. 9

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating Costs and Expenses The following table presents our operating costs and expenses for the periods presented (in millions): Three Months Ended June 30, 2012 2011 396.2 $ 403.4 107.8 117.3 9.8 26.7 (0.1) 0.6 Six Months Ended June 30, 2012 2011 780.8 $ 792.3 204.0 238.0 19.6 50.9 7.3 28.4

% Change (2)% (8)% (63)% NM $

% Change (1)% (14)% (61)% (74)%

Costs of revenues General and administrative Amortization of intangible assets Restructuring costs NM = not meaningful

The following table represents our operating costs and expenses as a percentage of revenues for the periods presented: Three Months Ended June 30, 2012 2011 Operating costs and expenses: Costs of revenues General and administrative Amortization of intangible assets Restructuring costs Operating costs and expenses Costs of Revenues The following categories of costs are generally included in costs of revenues: personnel and facilities costs, TAC, network-related costs, non-network depreciation and amortization and other costs of revenues. TAC consists of costs incurred through arrangements in which we acquire third-party online advertising inventory for resale and arrangements whereby partners distribute our free products or services or otherwise direct traffic to AOL Properties. TAC arrangements have a number of different economic structures, the most common of which are: payments based on a cost per thousand impressions or based on a percentage of the ultimate advertising revenues generated from the advertising inventory acquired for resale and payments for direct traffic delivered to AOL Properties priced on a per click basis (e.g., search engine marketing fees). These arrangements are primarily on a variable basis; however, the arrangements can also be on a fixed-fee basis, which often carry reciprocal performance guarantees by the counterparty, or a combination of fixed and variable. 10 75% 20 2 97% 74% 22 5 101% Six Months Ended June 30, 2012 2011 74% 18 2 1 95% 72% 21 5 3 101%

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Costs of revenues for the three and six months ended June 30, 2012 and 2011 are as follows (in millions): Three Months Ended June 30, 2012 2011 Costs of revenues: Personnel costs Facilities costs TAC Network-related costs Non-network depreciation and amortization Other costs of revenues Total costs of revenues $ 159.5 $ 13.2 82.4 40.2 16.2 84.7 396.2 $ 163.4 15.6 74.3 47.0 18.1 85.0 403.4 Six Months Ended June 30, 2012 2011 $ 321.6 $ 27.2 163.2 81.0 32.6 155.2 780.8 $ 321.9 28.5 145.7 95.4 36.7 164.1 792.3

% Change (2)% (15)% 11 % (14)% (10)% (0)% (2)%

% Change (0)% (5)% 12 % (15)% (11)% (5)% (1)%

Costs of revenues decreased for the three and six months ended June 30, 2012 as compared to the same period in 2011. The decrease in personnel costs for the three and six months ended June 30, 2012 as compared to the same period in 2011 is primarily due to declines in retention compensation expense of $7.9 million and $11.0 million, respectively, related to our 2010 and 2011 acquisitions, partially offset by increases in headcount in strategic areas. TAC increased for the three and six months ended June 30, 2012 as compared to the same periods in 2011, primarily due to the increase in Third Party Network advertising revenues, which resulted in higher variable revenue share payments to our publishing partners (including increases in TAC as a result of our consolidation of Ad.com Japan of $5.1 million and $9.3 million for the three and six months ended June 30, 2012, respectively). The decrease in network-related costs is primarily due to the decommissioning of certain network equipment, which is due in part to the decline in the number of domestic AOL-brand access subscribers. Costs of revenues for the three and six months ended June 30, 2012 also included a decline in nonnetwork depreciation and amortization primarily due to a decline in depreciable and amortizable assets. Other costs of revenues decreased for the three and six months ended June 30, 2012 as compared to the same period in 2011 due to declines in internal content development costs of $4.4 million and $17.5 million, respectively, and a decrease in billing expenses of $1.0 million and $2.4 million, respectively, due to the decline in AOL brand-access subscribers. These declines were partially offset by increased costs of $1.9 million for the six months ended June 30, 2012 relating to the launch of paid services products, an increase in ad serving expense of $2.5 million and $4.5 million for the three and six months ended June 30, 2012, respectively, and an increase in sales tax expense of $7.6 million and $9.6 million for the three and six months ended June 30, 2012, respectively, relating to the Virginia sales tax settlement in the second quarter of 2012. 11

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General and Administrative General and administrative expenses decreased $9.5 million and $34.0 million for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011. The decrease was due to a decline in personnel costs of $15.6 million and $29.7 million, respectively, including the impact of reduced corporate headcount and reduced stock compensation expense resulting from vesting of certain stock awards in December 2011, a decline in marketing expenses of $4.4 million and $6.9 million, respectively, and a decline in consulting costs of $0.3 million and $5.8 million, respectively, partially offset by an increase in legal expenses of $4.0 million and $2.8 million, respectively. Included in general and administrative expense for the three and six months ended June 30, 2012 are costs related to the proxy contest of $8.8 million and $10.6 million, respectively and costs related to the patent transaction of $5.6 million and $6.4 million, respectively. Amortization of Intangible Assets Amortization of intangible assets results primarily from acquired intangible assets including acquired technology, customer relationships and trade names. Amortization of intangible assets decreased $16.9 million and $31.3 million for the three and six months ended June 30, 2012 as compared to the same period in 2011, related to the impact of certain intangible assets becoming fully amortized. Restructuring Costs For the three months ended June 30, 2012, we recorded a reduction to expense of $0.1 million related primarily to changes in previous estimates of restructuring costs. For the six months ended June 30, 2012, we incurred $7.3 million of restructuring costs related to organizational changes made in an effort to improve our ability to execute our strategy. These restructuring costs were primarily related to involuntary terminations of employees. We incurred $0.6 million and $28.4 million of restructuring costs for the three and six months ended June 30, 2011 related to our restructuring activities to better align our organizational structure and costs with our strategy. Restructuring costs for the six months ended June 30, 2011 includes costs incurred as a result of our acquisition of The Huffington Post and costs incurred as a result of the reassessment of our operations in India. The majority of these costs related to involuntary employee terminations. Other Transactions Impacting Operating Income The following table presents other transactions impacting operating income for the periods presented (in millions): Three Months Ended June 30, 2012 2011 $ (96.0) (945.8) 12 Six Months Ended June 30, 2012 2011 $ (96.0) $ (945.8) 1.6

Income from licensing of intellectual property (Gain) loss on disposal of assets, net

% Change NM NM

% Change NM NM

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Income from licensing of intellectual property of $96.0 million for the three and six months ended June 30, 2012 reflects the license of our retained patent portfolio to Microsoft in June 2012. The gain on disposal of assets, net of $945.8 million for the three and six months ended June 30, 2012 reflects the sale of the Sold Patents to Microsoft. See "Note 4" in our accompanying consolidated financial statements for additional information. Operating Income (Loss) Operating income was $1,059.2 million and $1,090.6 million for the three and six months ended June 30, 2012 as compared to operating loss of $5.8 million and $17.6 million for the three and six months ended June 30, 2011. The change from operating loss to operating income for the three and six months ended June 30, 2012 as compared to the same periods in 2011 was due to the gain on the disposition of the Sold Patents and income from licensing of intellectual property, declines in cost of revenues, general and administrative costs, amortization of intangible assets and restructuring costs, partially offset by the decline in revenues. Other Income Statement Amounts The following table presents our other income statement amounts for the periods presented (in millions): Three Months Ended June 30, 2012 2011 (1.1) $ (1.7) 87.5 4.3 Six Months Ended June 30, 2012 2011 7.3 $ (1.1) 106.3 (11.6)

Other income (loss), net Income tax provision (benefit) Other Income (Loss), Net

% Change (35)% NM

% Change NM NM

There were no significant changes in other income (loss), net for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Other income, net was $7.3 million for the six months ended June 30, 2012 as compared to other loss, net of $1.1 million for the six months ended June 30, 2011. The increase for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 was due primarily to the $10.8 million gain related to the consolidation of Ad.com Japan recorded in the first quarter of 2012, partially offset by unfavorable foreign currency impacts of $1.8 million. Income Tax Provision (Benefit) We recorded pre-tax income from operations of $1,058.1 million and related income tax expense of $87.5 million, which resulted in an effective tax rate of 8.3% for the three months ended June 30, 2012, as compared to a negative effective tax rate of 57.3% for the three months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2012 differed substantially from the statutory U.S. federal income tax rate of 35.0% primarily due to the tax impact of the patent transaction with Microsoft. The patent transaction consisted of two elements: first, the sale of patents and the stock of a subsidiary, and second, the licensing of our retained patent portfolio, resulting in pre-tax income of $1,041.8 million. No material cash taxes will be paid, due to existing net operating losses which offset substantially all of the ordinary income. However, for book purposes, this transaction resulted in income tax expense of $71.5 million. The tax expense relates primarily to ordinary income realized on the transaction, the majority of which is due to the licensing portion. In addition, the transaction created a significant capital loss due to the tax basis in the disposed subsidiary. We do not believe it is currently more likely than not that this capital loss will be realized, and accordingly, have recorded a full valuation allowance on the capital loss generated by the patent transaction. In addition to the impacts of the patent transaction on income tax expense, we also had foreign losses that did not produce a tax benefit. 13

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We recorded income from operations before income taxes of $1,097.9 million and related income tax expense of $106.3 million, which resulted in an effective tax rate of 9.7% for the six months ended June 30, 2012, as compared to the effective tax rate of 62.0% for the six months ended June 30, 2011. The effective tax rate for the six months ended June 30, 2012 differed substantially from the statutory U.S. federal income tax rate of 35.0% primarily due to the tax impact of the patent transaction with Microsoft, described above. In addition to the impacts of the patent transaction on income tax expense, we also had foreign losses that did not produce a tax benefit. The effective tax rate for six months ended June 30, 2011 differed from the statutory U.S. federal income tax rate of 35.0% primarily due to $7.1 million of income tax benefit associated with a worthless stock deduction related to the sale of a subsidiary in the first quarter of 2011 and favorable adjustments of $8.0 million related to escrow disbursements from prior acquisitions for which we concluded a tax benefit could be recognized. Adjusted OIBDA We use Adjusted OIBDA as a supplemental measure of our performance. We define Adjusted OIBDA as operating income before depreciation and amortization excluding the impact of restructuring costs, non-cash equity-based compensation, gains and losses on all disposals of assets (including those recorded in costs of revenues) and non-cash asset impairments and write-offs. We consider Adjusted OIBDA to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business on a consistent basis across reporting periods, as it eliminates the effect of non-cash items such as depreciation of tangible assets, amortization of intangible assets that were primarily recognized in business combinations, asset impairments and write-offs, as well as the effect of restructurings and gains and losses on asset sales, which we do not believe are indicative of our core operating performance. We exclude the impacts of equity-based compensation to allow us to be more closely aligned with the industry and analyst community. A limitation of this measure, however, is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business or the current or future expected cash expenditures for restructuring costs. The Adjusted OIBDA measure also does not include equity-based compensation, which is and will remain a key element of our overall long-term compensation package. Moreover, the Adjusted OIBDA measures do not reflect gains and losses on asset sales or impairment charges and write-offs related to goodwill, intangible assets and fixed assets which impact our operating performance. We evaluate the investments in such tangible and intangible assets through other financial measures, such as capital expenditure budgets, investment spending levels and return on capital. Adjusted OIBDA is a non-GAAP financial measure and may be different than similarly-titled non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles ("GAAP"). 14

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table presents our reconciliation of Adjusted OIBDA to operating income (in millions): Three Months Ended June 30, 2012 2011 $ 1,059.2 $ (5.8) 35.2 42.4 9.8 26.7 (0.1) 0.6 8.6 11.0 1.9 2.7 (946.0) (1.0) $ 168.6 $ 76.6 Six Months Ended June 30, % Change 2012 2011 NM $ 1,090.6 $ (17.6) (17)% 71.3 86.8 (63)% 19.6 50.9 NM 7.3 28.4 (22)% 17.2 21.4 (30)% 2.8 4.2 NM (946.4) 1.6 NM $ 262.4 $ 175.7

Operating income (loss) Add: Depreciation Add: Amortization of intangible assets Add: Restructuring costs Add: Equity-based compensation Add: Asset impairments and write-offs Add: Losses/(gains) on disposal of assets, net Adjusted OIBDA

% Change NM (18)% (61)% (74)% (20)% (33)% NM 49%

Adjusted OIBDA increased for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011 due primarily to the increase in operating income, driven by $96.0 million from licensing our retained patent portfolio. Adjusted OIBDA for the three and six months ended June 30, 2012 was negatively impacted by costs related to the proxy contest of $8.8 million and $10.6 million, respectively, costs related to the patent transaction of $5.6 million and $6.4 million, respectively, and $7.6 million and $9.6 million, respectively, of expense relating to the Virginia sales tax settlement in the second quarter of 2012. Liquidity and Capital Resources Current Financial Condition Historically, the cash we generate has been sufficient to fund our working capital, capital expenditure and financing requirements. Forecasts of future cash flows are dependent on many factors, including future economic conditions and the execution of our strategy. We expect to fund our ongoing working capital, investing and financing requirements, including future repurchases of common stock, through our existing cash balance and cash flows from operations. Increases in cash flows from operations are achieved when growth from our online advertising services more than offsets the decline in domestic AOL-brand access subscribers. In order for us to achieve an increase in earnings from advertising services, we believe it will be important to increase the number and engagement of consumers who visit our properties, to enable us to increase our overall volume of display advertising sold, including through our higher-priced channels, and to maintain or increase pricing for advertising. Advertising revenues, however, are more unpredictable and variable than our subscription revenues, and are more likely to be adversely affected during economic downturns, as spending by advertisers tends to be cyclical in line with general economic conditions. If we are unable to successfully implement our strategic plan and grow the earnings generated by our online advertising services, we may need to reassess our cost structure and/or seek other financing alternatives to fund our business. If it is necessary to seek other financing alternatives, our ability to obtain future financing will depend on, among other things, our financial condition and results of operations as well as the condition of the capital markets or other credit markets at the time we seek financing. Currently we do not have a credit rating from the credit rating agencies, so our access to the capital markets may be limited. As part of our ongoing assessment of our business and availability of capital and to enhance our liquidity position, we have divested of certain assets and product lines and may consider divesting of additional assets or product lines. 15

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS At June 30, 2012, our cash and equivalents totaled $1,468.5 million, as compared to $407.5 million at December 31, 2011. The increase in cash and equivalents was primarily due to the $1,056 million proceeds from the sale of the Sold Patents and the license of our retained patent portfolio to Microsoft. The proceeds are being invested in highly liquid short-term investments that are readily convertible to cash. Approximately 7% of our cash and equivalents as of June 30, 2012 is held internationally, primarily in United Kingdom, Canada, India and Japan, and is intended to be utilized to fund our foreign operations. Cash held internationally would have to be repatriated in order to be used to fund our domestic operations. If we were to repatriate funds, we would incur additional tax liabilities. We believe the cash balance in the U.S. is sufficient to fund our working capital needs. On June 15, 2012, we sold approximately 800 of our patents and their related patent applications Microsoft and granted Microsoft a non-exclusive license to our retained patent portfolio, for aggregate proceeds of $1,056 million in cash. We currently intend to utilize the $1,056 million of proceeds to either repurchase outstanding shares or return to shareholders via other programs such as cash dividends. As part of that plan, on June 26, 2012 our Board of Directors approved a modified Dutch auction tender offer, which authorizes us to repurchase up to an aggregate of $400 million of our outstanding shares of common stock within a range of $27.00 to $30.00 per share of common stock. The tender offer commenced on June 28, 2012, and will expire at 5:00 p.m. ET on August 2, 2012, unless extended, amended or terminated earlier by AOL. Summary Cash Flow Information Our cash flows from operations are driven by net income adjusted for non-cash items such as depreciation, amortization, goodwill impairment, equitybased compensation expense and other activities impacting net income such as the gains and losses on the sale of assets or operating subsidiaries. Cash flows from investing activities consist primarily of the cash used in the acquisitions of various businesses as part of our strategy, proceeds received from the sale of assets or operating subsidiaries and cash used for capital expenditures. Capital expenditures and product development costs are mainly for the purchase of computer hardware, software, network equipment, furniture, fixtures and other office equipment. Cash flows from financing activities relate primarily to principal payments made on capital lease obligations and repurchases of common stock. Operating Activities The following table presents cash provided by operating activities for the periods presented (in millions): Six Months Ended June 30, 2012 Net income (loss) Adjustments for non-cash and non-operating items: Depreciation and amortization Asset impairments and write-offs (Gain) loss on step acquisition and disposal of assets, net Equity-based compensation Deferred income taxes Other non-cash adjustments All other, net, including working capital changes Cash provided by operating activities 16 $ 991.6 90.9 2.8 (956.6) 17.2 85.6 (3.2) (41.2) 187.1 $ 2011 (7.1) 137.7 4.2 2.7 21.4 (14.2) 4.8 (35.6) 113.9

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cash provided by operating activities increased $73.2 million for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, primarily due to the increase in operating income driven by the $96 million cash received from licensing our retained patent portfolio to Microsoft during the second quarter of 2012, partially offset by incentive compensation payments made in the first half of 2012 related to prior year acquisitions. Investing Activities The following table presents cash provided (used) by investing activities for the periods presented (in millions): Six Months Ended June 30, 2012 Investments and acquisitions, net of cash acquired Proceeds from disposal of assets, net Capital expenditures and product development costs Cash provided (used) by investing activities $ 1.1 960.5 (31.7) 929.9 $ 2011 (372.2) 1.3 (53.9) (424.8)

Cash provided by investing activities was $929.9 million for the six months ended June 30, 2012, as compared to cash used by investing activities of $424.8 million for the six months ended June 30, 2011. The $1,354.7 million increase in cash provided by investing activities was principally due to the $960 million in proceeds from the disposition of the Sold Patents in the second quarter of 2012, as well as the acquisitions of The Huffington Post and goviral during the six months ended June 30, 2011. The increase in cash provided by investing activities was also due to a decrease in capital expenditures and product development costs. In addition, investments and acquisitions, net of cash acquired, for the six months ended June 30, 2012 includes $6.9 million of cash acquired from the step acquisition of Ad.com Japan (net of $1.2 million cash paid for the additional 3% interest) during the first quarter of 2012. Financing Activities The following table presents cash used by financing activities for the periods presented (in millions): Six Months Ended June 30, 2012 Repurchase of common stock Principal payments on capital leases Tax withholdings related to net share settlements of restricted stock units Decrease (increase) in cash collateral securing letters of credit Proceeds from exercise of stock options Cash used by financing activities $ (35.8) (28.1) (6.1) 0.2 16.6 (53.2) $ 2011 (24.3) (0.2) (12.7) 0.1 (37.1)

Cash used by financing activities was $53.2 million for the six months ended June 30, 2012, as compared to $37.1 million for the six months ended June 30, 2011. Cash used by financing activities for the six months ended June 30, 2012 includes $35.8 million related to the repurchase of our common stock, partially offset by $16.6 million cash provided by the exercise of stock options in the second quarter of 2012. See "Note 6" in our accompanying consolidated financial statements for further discussion of our stock repurchase program. Included in the cash used by financing activities for the six months ended June 30, 2011 was $12.7 million of cash collateral posted to secure letters of credit related to certain of our lease agreements. 17

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Free Cash Flow We use Free Cash Flow as a supplemental measure of our performance. We define Free Cash Flow as cash provided by operating activities, less capital expenditures, product development costs and principal payments on capital leases. We consider Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, capitalized product development costs and principal payments on capital leases, can be used for strategic opportunities, including investing in our business, making strategic acquisitions and strengthening the balance sheet. Analysis of Free Cash Flow also facilitates management's comparisons of our operating results to competitors' operating results. A limitation on the use of this metric is that Free Cash Flow does not represent the total increase or decrease in cash for the period because it excludes certain non-operating cash flows. Free Cash Flow is a non-GAAP financial measure and may be different than similarly-titled non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The following table presents our reconciliation of Free Cash Flow to cash provided by operating activities (in millions): Six Months Ended June 30, 2012 2011 187.1 $ 113.9 31.7 53.9 28.1 24.3 127.3 $ 35.7

Cash provided by operating activities Less: Capital expenditures and product development costs Less: Principal payments on capital leases Free Cash Flow

Free Cash Flow increased $91.6 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This increase is due to the increase in cash provided by operating activities, discussed in "Summary Cash Flow InformationOperating Activities" above and due to reduced capital expenditures and product development costs, slightly offset by an increase in principal payments on capital leases. Customer Credit Risk Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed-upon contractual payment obligations. Credit risk originates from sales of advertising and subscription access service and is dispersed among many different counterparties. No single customer had a receivable balance at June 30, 2012 greater than 10% of total net receivables. Customer credit risk is monitored on a company-wide basis. We maintain a comprehensive approval process prior to issuing credit to third-party customers. On an ongoing basis, we track customer exposure based on news reports, rating agency information and direct dialogue with customers. Counterparties that are determined to be of a higher risk are evaluated to assess whether the payment terms previously granted to them should be modified. We also continuously monitor payment levels from customers, and a provision for estimated uncollectible amounts is maintained based on historical experience and any specific customer collection issues that have been identified. While such uncollectible amounts have historically been within our expectations and 18

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AOL INC. PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS related reserve balances, if there is a significant change in uncollectible amounts in the future or the financial condition of our counterparties across various industries or geographies deteriorates further, additional reserves may be required. Critical Accounting Policies Our consolidated financial statements are prepared in accordance with GAAP, which require management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management considers an accounting policy to be critical if it is important to our financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application. The development and selection of these critical accounting policies have been determined by our management. Due to the significant judgment involved in selecting certain of the assumptions used in these areas, it is possible that different parties could choose different assumptions and reach different conclusions. We consider the policies related to the following matters to be critical accounting policies: (a) gross versus net revenue recognition; (b) impairment of goodwill; and (c) income taxes. For additional information about our critical accounting policies and our significant accounting policies, see "Item 7MD&ACritical Accounting Policies" and "Note 1" to our audited consolidated financial statements in our Annual Report. There have been no significant changes to our critical accounting policies disclosed in our Annual Report for the year ended December 31, 2011. 19

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AOL INC. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in market risk from the information provided in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2011. 20

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AOL INC. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information we are required to disclose in our financial reports is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and that such information is accumulated and communicated to senior management, as appropriate, to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Operating Officer and Acting Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on that evaluation, our Chief Executive Officer and Chief Operating Officer and Acting Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2012, at a reasonable assurance level. Changes to Internal Control Over Financial Reporting We have evaluated the changes in our internal control over financial reporting that occurred during the three and six months ended June 30, 2012 and concluded that there have not been any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 21

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AOL INC. ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited; In millions, except per share amounts) Three Months Ended June 30, 2012 2011 Revenues: Advertising Subscription Other Total revenues Costs of revenues General and administrative Amortization of intangible assets Restructuring costs Income from licensing of intellectual property (Gain) loss on disposal of assets, net Operating income (loss) Other income (loss), net Income (loss) from operations before income taxes Income tax provision (benefit) Net income (loss) Net (income) loss attributable to noncontrolling interests Net income (loss) attributable to AOL Inc. Per share information attributable to AOL Inc. common stockholders: Basic net income (loss) per common share Diluted net income (loss) per common share Shares used in computing basic income (loss) per common share Shares used in computing diluted income (loss) per common share Comprehensive income (loss) attributable to AOL Inc.: Comprehensive income (loss) Comprehensive (income) loss attributable to noncontrolling interests Comprehensive income (loss) attributable to AOL Inc. $ 337.8 175.5 17.8 531.1 396.2 107.8 9.8 (0.1) (96.0) (945.8) 1,059.2 (1.1) 1,058.1 87.5 970.6 0.2 970.8 $ 319.0 $ 201.3 21.9 542.2 403.4 117.3 26.7 0.6 (5.8) (1.7) (7.5) 4.3 (11.8) $ (11.8) $ Six Months Ended June 30, 2012 2011 667.9 $ 357.6 35.0 1,060.5 780.8 204.0 19.6 7.3 (96.0) (945.8) 1,090.6 7.3 1,097.9 106.3 991.6 $ 0.3 991.9 $ 632.7 416.7 44.2 1,093.6 792.3 238.0 50.9 28.4 1.6 (17.6) (1.1) (18.7) (11.6) (7.1) (7.1)

$ $

$ $

$ $

10.37 10.17 93.6 95.5

$ $

(0.11) $ (0.11) $ 107.0 107.0

10.55 10.42 94.0 95.2 977.4 0.5 977.9

$ $

(0.07) (0.07) 106.9 106.9

$ $ See accompanying notes. 22

957.3 (0.3) 957.0

$ $

(4.3) $ (4.3) $

$ $

7.7 7.7

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AOL INC. ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS (In millions, except per share amounts) June 30, 2012 (unaudited) Assets Current assets: Cash and equivalents Accounts receivable, net of allowances of $7.9 and $8.3, respectively Prepaid expenses and other current assets Deferred income taxes Total current assets Property and equipment, net Goodwill Intangible assets, net Long-term deferred income taxes Other long-term assets Total assets Liabilities and Equity Current liabilities: Accounts payable Accrued compensation and benefits Accrued expenses and other current liabilities Deferred revenue Current portion of obligations under capital leases Total current liabilities Long-term portion of obligations under capital leases Long-term deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies (see Note 9) Redeemable noncontrolling interest (see Note 1) Equity: Common stock, $0.01 par value, 108.7 million shares issued and 93.9 million shares outstanding as of June 30, 2012 and 107.0 million shares issued and 94.3 million shares outstanding as of December 31, 2011 Additional paid-in capital Accumulated other comprehensive income (loss), net Retained earnings (accumulated deficit) Treasury stock, at cost, 14.8 million shares at June 30, 2012 and 12.7 million shares at December 31, 2011 Total stockholders' equity Noncontrolling interest Total equity Total liabilities, redeemable noncontrolling interest and equity See accompanying notes. 23 December 31, 2011

1,468.5 296.8 31.0 40.5 1,836.8 490.4 1,067.4 133.7 184.4 63.0 3,775.7

407.5 311.5 36.9 53.7 809.6 505.2 1,064.0 135.2 259.2 51.8 2,825.0

73.6 95.3 182.5 68.4 45.8 465.6 62.6 7.5 78.4 614.1 14.2

74.9 152.8 171.6 70.9 44.6 514.8 66.2 3.5 67.9 652.4 1.1 3,422.4 (287.5) (789.8) (173.6) 2,172.6 2,172.6 2,825.0

1.1 3,455.3 (301.5) 202.1 (209.4) 3,147.6 (0.2) 3,147.4 3,775.7 $

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AOL INC. ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; In millions) Six Months Ended June 30, 2012 2011 Operating Activities Net income (loss) Adjustments for non-cash and non-operating items: Depreciation and amortization Asset impairments and write-offs (Gain) loss on step acquisition and disposal of assets, net Equity-based compensation Deferred income taxes Other non-cash adjustments Changes in operating assets and liabilities, net of acquisitions Cash provided by operating activities Investing Activities Investments and acquisitions, net of cash acquired Proceeds from disposal of assets, net Capital expenditures and product development costs Cash provided (used) by investing activities Financing Activities Repurchase of common stock Principal payments on capital leases Tax withholdings related to net share settlements of restricted stock units Decrease (increase) in cash collateral securing letters of credit Proceeds from exercise of stock options Cash used by financing activities Effect of exchange rate changes on cash and equivalents Increase (decrease) in cash and equivalents Cash and equivalents at beginning of period Cash and equivalents at end of period Supplemental disclosures of cash flow information Cash paid for interest Cash paid for income taxes $ 991.6 90.9 2.8 (956.6) 17.2 85.6 (3.2) (41.2) 187.1 1.1 960.5 (31.7) 929.9 (35.8) (28.1) (6.1) 0.2 16.6 (53.2) (2.8) 1,061.0 407.5 1,468.5 3.0 3.9 $ (7.1) 137.7 4.2 2.7 21.4 (14.2) 4.8 (35.6) 113.9 (372.2) 1.3 (53.9) (424.8) (24.3) (0.2) (12.7) 0.1 (37.1) 4.9 (343.1) 801.8 458.7 3.1 9.0

$ $ $

$ $ $

See accompanying notes. 24

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AOL INC. ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF EQUITY (Unaudited; In millions)
Common Stock Accumulated Other Retained Additional Comprehensive Earnings Treasury NonPaid-In Income (Accumulated Stock, Controlling Amount Capital (Loss), Net Deficit) at Cost Interest 1.1 $ $ 1.1 1.1 $ 1.1 $ 3,376.6 28.7 0.2 $ 3,405.5 $ 3,422.4 16.3 16.6 $ 3,455.3 $ $ $ $ (287.9) $ 14.8 14.8 (273.1) $ (287.5) $ 0.1 (14.1) (14.0) (301.5) $ (802.9) $ (7.1) (7.1) (810.0) $ $ $ -

Shares Balance at December 31, 2010 Net loss Foreign currency translation adjustments Comprehensive income (loss) Amounts related to equity-based compensation, net of tax withholdings (See Note 6) Issuance of common stock Balance at June 30, 2011 Balance at December 31, 2011 Net income (loss) Unrealized gain on equity method investments Foreign currency translation adjustments Comprehensive income (loss) Amounts related to equity-based compensation, net of tax withholdings Issuance of common stock Repurchase of common stock Balance at June 30, 2012 106.7 0.3 107.0 94.3 1.7 (2.1) 93.9

Total Equity $2,286.9 (7.1) 14.8 7.7 28.7 0.2 $2,323.5

(789.8) $ (173.6) $ 991.9 991.9 202.1 (35.8) $ (209.4) $

- $2,172.6 (0.2) 991.7 0.1 (14.1) (0.2) 977.7 16.3 16.6 (35.8)

(0.2) $3,147.4

See accompanying notes. 25

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business For a description of the business of AOL Inc. ("AOL" or the "Company"), see "Note 1" to the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 (the "Annual Report"). Basis of Presentation Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses and cash flows of AOL and all voting interest entities in which AOL has a controlling voting interest ("subsidiaries") and variable interest entities in which AOL is the primary beneficiary in accordance with the consolidation accounting guidance. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. The consolidated balances of the Company's variable interest entities are not material to the Company's consolidated financial statements for the periods presented. The financial position and operating results of the majority of AOL's foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the consolidated balance sheet as a component of accumulated other comprehensive income (loss), net. Redeemable Noncontrolling Interest The noncontrolling interest in a joint venture between Mitsui & Company Ltd. ("Mitsui") and AOL ("Ad.com Japan") is classified outside of permanent equity in the Company's consolidated balance sheet as of June 30, 2012, due to a redemption right available to the noncontrolling interest holder in the future. The noncontrolling interest holder's right to redeem its stock is exercisable any time between July 1 and July 30 of any year, commencing with July 1, 2014. Net income in the consolidated statement of comprehensive income for the three and six months ended June 30, 2012 reflects 100 percent of the results of Ad.com Japan as the Company has a controlling interest in the entity. Net income is subsequently adjusted to exclude AOL's noncontrolling interests to arrive at net income attributable to AOL Inc. Changes in Basis of Presentation The Company has changed the classification of certain amounts within the accompanying consolidated statement of cash flows for the six months ended June 30, 2011. The revisions related to accrued liabilities and capital expenditures do not have a material impact on the consolidated statement of cash flows. Use of Estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include asset impairments, reserves established for doubtful accounts, equity-based compensation, depreciation and amortization, business combinations, income taxes, litigation matters and contingencies. 26

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Interim Financial Statements The interim consolidated financial statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position, the results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of AOL in the Annual Report. Information about Geographical Areas Revenues in different geographical areas are as follows (in millions): Three Months (a) Ended June 30, 2012 United States United Kingdom Germany Canada Japan Other international Total international Total (a) $ 474.4 23.4 8.1 9.7 8.0 7.5 56.7 531.1 $ 2011 491.1 23.9 8.9 9.5 0.3 8.5 51.1 542.2 $ 2012 950.8 47.6 17.1 17.0 14.9 13.1 109.7 1,060.5 $ Six Months Ended (a) June 30, 2011 997.6 46.9 17.1 17.9 0.5 13.6 96.0 1,093.6

Revenues are attributed to countries based on the location of customers.

Recent Accounting Standards Goodwill Impairment In September 2011, new guidance was issued related to assessing goodwill impairment. Under the new guidance, a company is permitted to make a qualitative assessment of whether goodwill impairment exists before applying the two-step goodwill impairment test. If the conclusion from the qualitative assessment is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company would be required to conduct the current two-step goodwill impairment test. Otherwise, it would not need to apply the two-step test. This new guidance became effective for the Company in January 2012. Given the proximity of the book value and fair value of the Company's sole reporting unit as of the date of its 2011 annual goodwill impairment test, this guidance is not expected to result in a material change to the way the Company performs its analysis for goodwill. 27

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2INCOME (LOSS) PER COMMON SHARE Basic income (loss) per common share is calculated by dividing net income (loss) attributable to AOL Inc. common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted income (loss) per common share is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted income (loss) per common share by application of the treasury stock method, only in periods in which such effect would have been dilutive for the period. For the three and six months ended June 30, 2012, the Company had 2.6 million and 6.9 million, respectively, of weighted-average potentially dilutive common shares that were not included in the computation of diluted earnings per share because to do so would be anti-dilutive for that period. For the three and six months ended June 30, 2011, the Company had 9.9 million and 8.6 million, respectively, of weighted-average potentially dilutive common shares that were not included in the computation of diluted earnings per share because to do so would be anti-dilutive for that period. The following table is a reconciliation of basic and diluted net income (loss) attributable to AOL Inc. common stockholders per common share (in millions, except per share amounts): Three Months Ended June 30, 2012 2011 970.8 $ (11.8) 93.6 1.9 95.5 $ $ 10.37 10.17 $ $ 107.0 107.0 (0.11) (0.11) $ $ Six Months Ended June 30, 2012 2011 991.9 $ (7.1) 94.0 1.2 95.2 10.55 10.42 $ $ 106.9 106.9 (0.07) (0.07)

Net income (loss) attributable to AOL Inc. common stockholders Shares used in computing basic income per common share Dilutive effect of equity-based awards Shares used in computing diluted income per common share Basic net income (loss) per common share Diluted net income (loss) per common share NOTE 3GOODWILL

A summary of changes in the Company's goodwill during the six months ended June 30, 2012 is as follows (in millions): December 31, 2011 Acquisitions Translation adjustments June 30, 2012 Gross Goodwill 36,689.1 10.9 (7.5) 36,692.5 Impairments (35,625.1) (35,625.1) Net Goodwill 1,064.0 10.9 (7.5) 1,067.4

The increase in goodwill for the six months ended June 30, 2012 was due primarily to AOL's purchase of a controlling interest in Ad.com Japan. See "Note 4" for additional information on this acquisition. 28

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4BUSINESS ACQUISITIONS, DISPOSITIONS AND OTHER SIGNIFICANT TRANSACTIONS Ad.com Japan On February 9, 2012, AOL entered into a share-purchase agreement with Mitsui to purchase an additional 3% interest in Ad.com Japan for approximately $1.2 million. Ad.com Japan, which operates a display advertising network business in Japan, was formed in 2006. Prior to the execution of the share purchase agreement, AOL and Mitsui each owned a 50% interest in Ad.com Japan, and AOL accounted for its 50% interest using the equity method of accounting. As part of this transaction, AOL obtained control of the board and of the day-to-day operations of Ad.com Japan. AOL has accounted for the incremental 3% share purchase as a business combination achieved in stages ("step acquisition") and consolidated Ad.com Japan beginning on February 9, 2012 ("the closing date"). Under the accounting guidance for step acquisitions, AOL is required to record all assets acquired, liabilities assumed, and Mitsui's noncontrolling interests at fair value, and recognize the entire goodwill of the acquired business. The step acquisition guidelines also require that AOL remeasure its preexisting investment in Ad.com Japan at fair value, and recognize any gains or losses from such remeasurement. The fair value of AOL's interest immediately before the closing date was $15.4 million, which resulted in the Company recognizing a non-cash gain of approximately $10.8 million within other income (loss), net on the consolidated statement of comprehensive income in the first quarter of 2012. The Company used a combination of the market based approach (guideline public company) and an income approach (discounted cash flow analysis), both of which represent level 3 fair value measurements, to measure both the fair value of AOL's preexisting investment and the fair value of Mitsui's noncontrolling interest. As Mitsui has a right to put its interest to AOL based on a pre-established and determinable price in the future, the noncontrolling interest is presented as redeemable noncontrolling interest outside permanent equity in the Company's consolidated balance sheet. The noncontrolling interest holder's right to redeem its stock is exercisable any time between July 1 and July 30 of any year, commencing with July 1, 2014. The amount payable from AOL to Mitsui if Mitsui were to exercise its redemption right is determined by taking the sum of 2,000,000,000 (approximately $26.0 million as of the closing date) plus any incremental cash over the $7.8 million cash balance at December 31, 2011, and multiplying that total by Mitsui's percentage ownership of Ad.com Japan (47% at closing). The Company has elected to recognize changes in the redemption value as they occur; however, this has no impact on the carrying value of Mitsui's interest in Ad.com Japan because it exceeds the current redemption value. As of June 30, 2012 the undiscounted redemption value of the put option held by Mitsui was calculated to be approximately $12.3 million, which is below the $14.2 million carrying value of Mitsui's interest in Ad.com Japan. AOL recorded $9.7 million of goodwill (which is not deductible for tax purposes) and $19.2 million of intangible assets associated with this acquisition. The intangible assets associated with this acquisition consist primarily of trade names to be amortized on a straight-line basis over a period of ten years and advertiser relationships to be amortized over a period of five years. The fair value of the significant identified intangible assets was estimated by using relief from royalty, cost savings and multi-period excess earnings valuation methodologies, which represent level 3 fair value measurements. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved. Unaudited pro forma results of operations assuming this acquisition had taken place at the beginning of each period are not provided because the historical operating results of the acquired company were not significant and pro forma results would not be significantly different from reported results for the periods presented. 29

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Patent Portfolio Sale and License On June 15, 2012, the Company sold approximately 800 patents and their related patent applications (the "Sold Patents") to Microsoft Corporation, a Washington corporation ("Microsoft"), and granted Microsoft a non-exclusive license to the Company's retained patent portfolio, for aggregate proceeds of $1,056 million in cash (excluding transaction costs). The transaction was structured as a sale of all of the outstanding shares of a wholly owned non-operating subsidiary and the direct sale of certain other patents not held by the subsidiary. The Company concluded that immediate recognition of all of the proceeds was appropriate as the Company has no ongoing performance obligations with respect to the sold or licensed patents. The disposed assets had a carrying value of $4.0 million on the Company's balance sheet and accordingly, the Company recorded a gain on the disposition of the Sold Patents of $945.8 million (which represents the consideration allocated to the sale less the carrying value of the disposed assets and transaction costs that were contingent on closing). With respect to the licensing portion of the transaction, the Company recognized income from licensing its retained patent portfolio of $96 million for the three months ended June 30, 2012. Based on the anticipated utilization of existing deferred tax assets and the fact that the disposition of the Sold Patents generated a capital loss (which is subject to a full valuation allowance), the Company does not expect the $1,056 million in proceeds to result in material cash taxes. NOTE 5INCOME TAXES The Company recorded pre-tax income from operations of $1,058.1 million and related income tax expense of $87.5 million, which resulted in an effective tax rate of 8.3% for the three months ended June 30, 2012, as compared to a negative effective tax rate of 57.3% for the three months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2012 differed substantially from the statutory U.S. federal income tax rate of 35.0% primarily due to the tax impact of the patent transaction with Microsoft. The patent transaction consisted of two elements: first, the sale of patents and the stock of a subsidiary, and second, the licensing of AOL's retained patent portfolio, resulting in pre-tax income of $1,041.8 million. No material cash taxes will be paid, due to existing net operating losses which offset substantially all of the ordinary income. However, for book purposes, this transaction resulted in income tax expense of $71.5 million. The tax expense relates primarily to ordinary income realized on the transaction, the majority of which is due to the licensing portion. In addition, the transaction created a significant capital loss due to the tax basis in the disposed subsidiary. The Company does not believe it is currently more likely than not that this capital loss will be realized, and accordingly, has recorded a full valuation allowance on the capital loss generated by the patent transaction. In addition to the impacts of the patent transaction on income tax expense, the Company also had foreign losses that did not produce a tax benefit. The Company recorded pre-tax income from operations of $1,097.9 million and related income tax expense of $106.3 million, which resulted in an effective tax rate of 9.7% for the six months ended June 30, 2012, as compared to the effective tax rate of 62.0% for the six months ended June 30, 2011. The effective tax rate for the six months ended June 30, 2012 differed substantially from the statutory U.S. federal income tax rate of 35.0% primarily due to the tax impact of the patent transaction with Microsoft, described above. In addition to the impacts of the patent transaction on income tax expense, the Company also had foreign losses that did not produce a tax benefit. The effective tax rate for the six months ended June 30, 2011 differed from the statutory U.S. federal income tax rate of 35.0% primarily due to $7.1 million of income tax benefit associated with a worthless stock deduction related to the sale of a subsidiary in the first quarter of 2011 and favorable adjustments of $8.0 million related to escrow disbursements from prior acquisitions for which AOL concluded a tax benefit could be recognized. 30

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 6STOCKHOLDERS' EQUITY AOL is authorized to issue up to 660.0 million shares of all classes of stock, consisting of 60.0 million shares of preferred stock, par value $0.01 per share ("Preferred Stock"), and 600.0 million shares of common stock, par value $0.01 per share. Rights and privileges associated with shares of Preferred Stock are subject to authorization by the Company's Board of Directors and may differ from those of any and all other series at any time outstanding. All shares of common stock will be identical and will entitle the holders thereof to the same rights and privileges. As of June 30, 2012, 108,732,847 shares of common stock were issued and 93,906,059 shares of common stock were outstanding. No dividends were declared or paid for the six months ended June 30, 2012. During the six months ended June 30, 2011, the Company recorded $28.7 million of equity-based compensation that resulted in an increase in additional paid-in capital. Included in this amount was $21.4 million related to expense incurred under AOL's equity-based compensation plan, $3.6 million related to the fair value of unvested Huffington Post Plan options held by The Huffington Post employees that were converted into AOL stock options and related to pre-combination service, as well as $4.0 million related to the accelerated vesting of stock options related to terminated employees. Stock Repurchase Program On August 10, 2011, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its outstanding shares of common stock from time to time through August 2012. Repurchases are subject to market conditions, share price and other factors. Repurchases have been and will be made in accordance with applicable securities laws in the open market or in private transactions and may include derivative transactions, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. For the six months ended June 30, 2012, the Company paid $35.8 million to repurchase 2.1 million shares at a weighted average price of $17.29 per share as part of this program. From August 10, 2011 through June 30, 2012, the Company repurchased a total of 14.8 million shares at a weighted average price of $14.11 per share as part of this program, for total consideration of $209.4 million. Shares repurchased under the program are recorded as treasury stock on the Company's consolidated balance sheet. The repurchase program may be suspended or discontinued at any time. The shares repurchased during the six months ended June 30, 2012 were not the result of an accelerated share repurchase agreement and did not result in any derivative transactions. Management has not made a decision on whether shares purchased under this program will be retired or reissued. Dutch Auction Tender Offer On June 28, 2012, AOL announced the first step in the multi-stage process of returning 100% of the patent transaction proceeds to shareholders through a $400.0 million modified Dutch auction tender offer. The $400.0 million aggregate purchase price of shares of common stock sought in the tender offer includes the approximately $40.0 million remaining from the initial $250.0 million stock repurchase program discussed above. The tender offer began on the date of the announcement, June 28, 2012, and will expire on August 2, 2012 unless extended, amended or terminated earlier. Through the Dutch tender offer, AOL's shareholders will have the opportunity to tender some or all of their shares at a price within the range of $27.00 to $30.00 per share. Shares repurchased under the program will be recorded as treasury stock on the Company's consolidated balance sheet. 31

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 7EQUITY-BASED COMPENSATION Pursuant to the Company's Amended and Restated 2010 Stock Incentive Plan ("2010 SIP") stock options are granted to employees, advisors and nonemployee directors of AOL with exercise prices equal to the quoted market value of the common stock at the date of grant. Performance stock options are also granted to certain senior level executives. Generally, the stock options vest ratably over a three to four year vesting period and expire ten years from the date of grant. Certain stock option awards provide for accelerated vesting upon an election to retire after reaching a specified age and years of service, as well as certain additional circumstances for non-employee directors. Also pursuant to the 2010 SIP, AOL may also grant shares of common stock, restricted stock units ("RSUs") or performance stock units ("PSUs") to its employees, advisors and non-employee directors, which generally vest ratably over a three to four year period from the date of grant. Holders of restricted stock, RSU and PSU awards are generally entitled to receive regular cash dividends or dividend equivalents, respectively, at the discretion of the Board of Directors, if paid by the Company during the period of time that the restricted stock, RSU or PSU awards are unvested. Certain of the Company's PSU awards are subject to quarterly remeasurement of expense with corresponding adjustments to cumulative recognized compensation expense, as the service inception date precedes the grant date for these awards. The Company is authorized to grant equity awards to employees, advisors and non-employee directors covering an aggregate of 21.8 million shares of AOL common stock under the 2010 SIP. Shares that are subject to Restricted Stock Awards or Other Stock-Based Awards (as such terms are defined in the 2010 SIP) shall be counted against the share authorization limit and the per participant limit as 1.61 shares for every share granted. Amounts available for issuance pursuant to grants under the 2010 SIP will change over time based on such activities as the conversion of equity awards into common stock, the forfeiture of equity awards and the cancellation of equity awards, among other activities. Upon the (i) exercise of a stock option award, (ii) vesting of a RSU, (iii) grant of restricted stock or (iv) vesting of a performance share, shares of AOL common stock are issued from authorized but unissued shares or from treasury stock. Equity-Based Compensation Expense Compensation expense recognized by AOL related to its equity-based compensation plans is as follows (in millions): Three Months Ended June 30, 2012 2011 4.5 $ 5.7 4.1 5.3 8.6 $ 11.0 3.4 $ 4.3 Six Months Ended June 30, 2012 2011 8.8 $ 10.6 8.4 10.8 17.2 $ 21.4 6.8 $ 8.4

Stock options RSUs and PSUs Total equity-based compensation expense Tax benefit recognized

$ $ $

$ $ $

As of June 30, 2012, the Company had 7.8 million stock options and 3.4 million RSUs/PSUs outstanding to employees, advisors and non-employee directors. The weighted-average exercise price of the stock options and the weighted-average grant date fair value of the RSUs/PSUs outstanding as of June 30, 2012 were $20.64 and $21.61, respectively. 32

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2012, total unrecognized compensation cost related to unvested AOL stock option awards was $30.6 million and is expected to be recognized over a weighted-average period of approximately 2.5 years. Total unrecognized compensation cost as of June 30, 2012 related to unvested RSUs/ PSUs was $52.3 million and is expected to be recognized over a weighted-average period of approximately 2.6 years. To the extent the actual forfeiture rate is different from what the Company has estimated, equity-based compensation expense related to these awards will be different from the Company's expectations. AOL Stock Options The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value AOL stock options at their grant date: Six Months Ended June 30, 2012 Expected volatility Expected term to exercise from grant date Risk-free rate Expected dividend yield 39.6% 5.33 years 0.9% 0.0% 2011 36.7% 5.50 years 2.5% 0.0%

The assumptions above relate to AOL stock options granted during the period. The assumptions for 2011 do not include stock options that were converted in connection with the acquisition of The Huffington Post during the six months ended June 30, 2011. NOTE 8RESTRUCTURING COSTS For the three months ended June 30, 2012, the Company recorded a reduction to expense of $0.1 million related primarily to changes in previous estimates of restructuring costs. For the six months ended June 30, 2012, the Company incurred $7.3 million of restructuring costs related to organizational changes made in an effort to improve its ability to execute its strategy. A summary of AOL's restructuring activity for the six months ended June 30, 2012 is as follows (in millions): Employee Terminations Liability at December 31, 2011 Restructuring expense Foreign currency translation and other adjustments Cash paid Liability at June 30, 2012 $ 5.6 7.7 0.9 (12.1) 2.1 $ Other Exit Costs 7.1 (0.4) 0.2 (3.0) 3.9 $

Total 12.7 7.3 1.1 (15.1) 6.0

At June 30, 2012, of the remaining liability of $6.0 million, $5.6 million was classified as a current liability within accrued expenses and other current liabilities, with the remaining $0.4 million classified within other long-term liabilities in the consolidated balance sheet. Amounts classified as long-term are expected to be paid through 2014. 33

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AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 COMMITMENTS AND CONTINGENCIES Commitments For a description of AOL's commitments see "Note 10" to the Company's audited consolidated financial statements included in the Annual Report. Contingencies During the second quarter of 2012, the Company paid $13.5 million to settle a sales tax matter with the Virginia Department of Taxation covering the period from February 1995 through December 2011. In connection with the resolution of this matter, the Company recorded incremental sales and use tax expense within general & administrative expense of $7.6 million and $9.6 million for the three and six months ended June 30, 2012, respectively. AOL is a party to a variety of claims, suits and proceedings that arise in the normal course of business, including actions with respect to intellectual property claims, tax matters, labor and unemployment claims, commercial claims, claims related to the Company's business model for content creation and other matters. With respect to tax matters, AOL has received tax assessments in certain states related to sales and use taxes on its business operations. AOL has appealed these tax assessments and plans to vigorously contest these matters. In addition, AOL has received assessments in certain foreign countries related to income tax and transfer pricing, and plans to vigorously contest these matters as well. In certain instances, the Company was required to pay a portion of the tax assessment in order to proceed with the dispute of the assessment. While the results of such normal course claims, suits and proceedings cannot be predicted with certainty, management does not believe that, based on current knowledge and the likely timing of resolution of the various matters, any additional reasonably possible potential losses above the amount accrued for such matters would be material to the Company's financial statements. Regardless of the outcome, legal proceedings can have an adverse effect on us because of defense costs, diversion of management resources and other factors. NOTE 10SEGMENT INFORMATION An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and that has discrete financial information that is regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. On June 29, 2012, the Company announced a plan to form operating units in conjunction with a planned change in management structure. However, the planned operating units are still being finalized, and there is currently no financial data regularly reviewed by the Company's chief operating decision maker, its Chief Executive Officer, below the consolidated unit level. The organizational changes announced on June 29, 2012 did not impact the Company's conclusion that the chief operating decision maker is its Chief Executive Officer as of and for the six months ended June 30, 2012. The chief operating decision maker continues to evaluate performance and make operating decisions about allocating resources based on financial data presented on a consolidated basis. There are no executives who are held accountable by AOL's chief operating decision maker, or anyone else, for an operating measure of profit or loss for any operating unit below the consolidated unit level. Accordingly, management has determined that the Company has one segment as of and for the six months ended June 30, 2012. 34

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AOL INC. PART II. OTHER INFORMATION ITEM 1. GAL LE PROCEEDINGS

During the second quarter of 2012, we paid $13.5 million to settle a sales tax matter with the Virginia Department of Taxation covering the period from February 1995 through December 2011. In connection with the resolution of this matter, we recorded incremental sales and use tax expense within general & administrative expense of $7.6 million and $9.6 million for the three and six months ended June 30, 2012, respectively. We are a party to a variety of claims, suits and proceedings that arise in the normal course of business, including actions with respect to intellectual property claims, tax matters, labor and unemployment claims, commercial claims, claims related to our business model for content creation and other matters. With respect to tax matters, we have received tax assessments in certain states related to sales and use taxes on our business operations. We have appealed these tax assessments and plan to vigorously contest these matters. In addition, we have received assessments in certain foreign countries related to income tax and transfer pricing, and plan to vigorously contest these matters as well. In certain instances, we were required to pay a portion of the tax assessment in order to proceed with the dispute of the assessment. While the results of such normal course claims, suits and proceedings cannot be predicted with certainty, management does not believe that, based on current knowledge and the likely timing of resolution of various matters, any additional reasonably possible potential losses above the amount accrued for such matters would be material to our financial statements. Regardless of the outcome, legal proceedings can have an adverse effect on us because of defense costs, diversion of management resources and other factors. See "Item 1ARisk FactorsRisks Relating to Our BusinessIf we cannot continue to enforce and protect our intellectual property rights, our business could be adversely affected" and "Item 1ARisk FactorsRisks Relating to Our BusinessWe have been, and may in the future be, subject to claims of intellectual property infringement or tort law violations that could adversely affect our business" included in our Annual Report. 35

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AOL INC. PART II. OTHER INFORMATION ITEM 1A. RISK FACTORS

There have been no material changes to the Company's risk factors from those disclosed in Part I Item 1A of our Annual Report for the year ended December 31, 2011. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following is a summary of common shares repurchased by the Company under its stock repurchase program: Total Number of Shares Purchased as Part of Publicly announced Plans or Programs (a) $ $ $ $ Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) 40,800,000 40,800,000 40,800,000 40,800,000

Period April 1, - April 30, 2012 May 1, - May 31, 2012 June 1, - June 30, 2012 Total

Total Number of Shares Purchased $ $ $ $

Average Price Paid per Share

(a) On August 11, 2011 the Company announced that its Board of Directors approved a stock repurchase program effective August 10, 2011, which authorizes the Company to repurchase up to $250 million of its outstanding shares of common stock through August 2012. Repurchases have been and will be made in accordance with applicable securities laws in the open market or in private transactions and may include derivative transactions, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program may be suspended or discontinued at any time. The approximate dollar value of shares that may yet be repurchased under the program disclosed above excludes commissions and other fees paid in relation to repurchases through June 30, 2012. ITEM 6. EXHIBITS

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure, other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. See the Exhibit Index immediately following the signature page of this Quarterly Report. 36

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AOL INC. SIGNATURES Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 1, 2012. AOL INC. By Name: Title: /S/ ARTHUR MINSON Arthur Minson Chief Operating Officer and Acting Chief Financial Officer 37

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AOL INC. EXHIBIT INDEX Exhibit Number 10.1 10.2 10.3 Description Stock and Asset Purchase Agreement, by and between AOL Inc. and Microsoft Corporation, dated as of April 5, 2012.** Intellectual Property Matters Agreement, between AOL Inc. and Microsoft Corporation, dated as of June 15, 2012.** Amended and Restated AOL Inc. 2010 Stock Incentive Plan (incorporated herein by reference to Annex A of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2012 (File No. 001-34419)).* Executive Employment Agreement between Curtis Brown and AOL Inc. entered into as of May 9, 2012.* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011, (ii) Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, (iv) Consolidated Statements of Equity for the six months ended June 30, 2012 and 2011 and (v) Notes to Consolidated Financial Statements. Management contract or compensatory plan or arrangement. An application for confidential treatment for selected portions of this agreement has been filed with the Securities and Exchange Commission. This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 38

10.4 31.1 31.2 32.1 101

* **

Exhibit 10.1 THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [****] STOCK AND ASSET PURCHASE AGREEMENT by and between AOL INC. and MICROSOFT CORPORATION

Dated as of April 5, 2012

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ARTICLE I DEFINITIONS; INTERPRETATION 1.1 Defined Terms 1.2 Interpretation; Absence of Presumption 1.3 Headings; Definitions ARTICLE II THE SALE 2.1 Purchase and Sale of the Share 2.2 Purchase and Sale of Transferred Assets 2.3 Purchase Price 2.4 Closing; Deliveries ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 3.1 Organization and Qualification 3.2 Authority Relative to this Agreement 3.3 Consents and Approvals; No Violations 3.4 Title and Ownership 3.5 Capitalization of the Company 3.6 Encumbrances and Liens; Standards-Setting Organizations 3.7 Taxes 3.8 Undisclosed Liabilities 3.9 Broker's Fees 3.10 No Other Representations or Warranties ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 4.1 Organization and Qualification 4.2 Authority Relative to this Agreement 4.3 Consents and Approvals; No Violations 4.4 Funding 4.5 Broker's Fees 4.6 Purchaser's Acknowledgments; Exclusivity of Representations and Warranties 4.7 Knowledge Regarding Representations; Satisfaction of Conditions -i14 14 14 15 15 15 15 17 10 10 11 11 12 12 12 13 13 14 14 8 8 8 9 9 1 1 7 8

ARTICLE V COVENANTS 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 Access to Books and Records; Confidentiality Required Actions Further Assurances Conduct of Business No Solicitation by Seller Public Announcements Restructuring Transactions Use of Trademarks Resignation of Directors and Officers Tax Matters Encumbrances ARTICLE VI CONDITIONS TO OBLIGATIONS TO CLOSE 6.1 Conditions to Obligation of Each Party to Close 6.2 Conditions to Purchaser's Obligation to Close 6.3 Condition to Seller's Obligation to Close ARTICLE VII TERMINATION 7.1 7.2 7.3 Termination Effect of Termination Fees ARTICLE VIII SURVIVAL, INDEMNIFICATION AND GUARANTEES 8.1 Survival 8.2 Indemnification 8.3 Limitations on Indemnification 8.4 Indemnification Procedures 8.5 Exclusive Remedy 8.6 Insurance Adjustments 8.7 Mitigation 8.8 Coordination - ii 30 30 30 31 31 33 33 33 33 28 28 29 29 27 27 28 28 17 17 18 19 20 21 22 22 23 23 23 27

ARTICLE IX MISCELLANEOUS 9.1 Counterparts 9.2 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial 9.3 Entire Agreement 9.4 Expenses 9.5 Notices 9.6 Successors and Assigns 9.7 Third-Party Beneficiaries 9.8 Amendments and Waivers 9.9 Specific Performance 9.10 Severability Exhibits Exhibit A Form of Short-Form Assignment Exhibit B Form of Intellectual Property Matters Agreement Schedules Seller Disclosure Letter - iii -

33 33 33 34 34 34 35 35 36 36 37

STOCK AND ASSET PURCHASE AGREEMENT This STOCK AND ASSET PURCHASE AGREEMENT, dated as of April 5, 2012 (this "Agreement"), is entered into as of April 5, 2012 (the "Effective Date"), by and between AOL Inc., a Delaware corporation ("Seller"), and Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington, USA 98052 ("Purchaser"). Seller and Purchaser are referred to herein from time to time each, as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Seller is the sole stockholder of New Aurora Corporation, a Delaware corporation and wholly owned subsidiary of Seller (the "Company"), and owns beneficially and of record the issued and outstanding Share (as defined herein); WHEREAS, the Company owns the Company Patents (as defined herein); WHEREAS, Seller or one of its Subsidiaries (other than the Company) owns the Transferred Assets (as defined herein); and WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the issued and outstanding Share and the Transferred Assets upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION 1.1 Defined Terms. For the purposes of this Agreement, the following terms shall have the following meanings: "Action" shall mean any action, claim, suit, arbitration, litigation, proceeding or governmental investigation. "Affiliate" shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person; provided, that after the Closing, (i) the Company shall not be considered an Affiliate of Seller or any of its Affiliates and (ii) Seller shall not, nor shall any of its Affiliates, be considered an Affiliate of the Company. For purposes of this Agreement, "control" shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms "controlled by" and "under common control with" shall have correlative meanings). "Aggregate Cap" shall have the meaning set forth in Section 8.3(b).

"Agreement" shall have the meaning set forth in the Preamble. "Bankruptcy and Equity Exception" shall have the meaning set forth in Section 3.2. "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed. "Closing" shall have the meaning set forth in Section 2.1. "Closing Date" shall have the meaning set forth in Section 2.4(a). "Code" shall mean the Internal Revenue Code of 1986, as amended. "Company" shall have the meaning set forth in the Recitals. "Company Patents" shall have the meaning set forth in Section 3.4(c). "Competing Proposal" shall mean any offer, proposal or indication of interest (other than an offer, proposal or indication of interest by Purchaser) to engage in a Competing Transaction from any Person or "group" (as such term is used in Section 13(d) of the Exchange Act). "Competing Transaction" shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) with one or more Third Parties involving any sale, license (other than Outbound License Agreements), acquisition, transfer or disposition of the Share, any Company Patent or any Transferred Asset. "Confidentiality Agreement" shall mean the confidentiality agreement, dated as of March 26, 2012, by and between Seller and Purchaser. "Contract" shall mean any agreement, contract, obligation or undertaking. "Corporate Records" shall mean the Company's minute book and stock ledger. "Defined Licensee" shall have the meaning set forth in Section 8.1. "DOJ" shall have the meaning set forth in Section 5.2(b). "Effective Date" shall have the meaning set forth in the Preamble. "Encumbrances" shall mean all claims, conditional sales agreements, Liens, licenses (other than Outbound License Agreements), rights to renew or extend such licenses, rights of first refusal, options, covenants, immunities or releases; provided, however, that Encumbrances shall not include any obligations imposed by a standards-setting organization. "Evaluation Material" shall have the meaning set forth in the Confidentiality Agreement, and for the avoidance of doubt shall include any Evaluation Material disclosed pursuant to this Agreement. -2-

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Excluded Taxes" shall mean any liability for (a) any Taxes imposed on Seller or any of its Subsidiaries (other than the Company) for any taxable period, (b) any Taxes imposed on the Company for any Pre-Closing Tax Period, (c) any Taxes of any Person (other than the Company) for which the Company is liable as a result of having been a member of an affiliated, consolidated, combined, or unitary group for Tax purposes prior to the Closing, (d) any Taxes imposed on the Company as a result of the transactions contemplated by Section 5.7 and (e) any Taxes resulting from a breach of any representation or warranty contained in Section 3.7(a); provided, however, that Excluded Taxes shall not include any liability for Taxes resulting from any transaction or action taken by Purchaser or any of its Affiliates (including, after the Closing, the Company) on the Closing Date or after the Closing, except for transactions or actions undertaken in the ordinary course of business. "Extended Outside Date" shall have the meaning set forth in Section 7.1(b)(ii). "FTC" shall have the meaning set forth in Section 5.2(b). "GAAP" shall mean generally accepted accounting principles in the United States as in effect at the time any applicable financial statements were prepared. "Governmental Entity" shall mean any federal, state, local, domestic or foreign court, administrative agency, commission or other governmental or regulatory authority, body or instrumentality. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "Indemnified Party" shall have the meaning set forth in Section 8.4(a). "Indemnifying Party" shall have the meaning set forth in Section 8.4(a). "Intellectual Property" shall mean all intellectual property rights as recognized under the laws of the United States of America and/or other countries or jurisdictions, including rights in and to: (a) Trademarks; (b) domain names; (c) Patents, invention disclosures and inventions; (d) copyrights and works of authorship; (e) Trade Secrets; and (f) Software; in each case, including any registrations or applications for registration therefor. "Intellectual Property Matters Agreement" shall have the meaning set forth in Section 2.4(b)(ii). "Law" shall mean any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity. -3-

"Liabilities" shall mean liabilities, debts, claims, demands, expenses, commitments, Losses and obligations, whether known or unknown, contingent or absolute, of every kind and description. "Liens" shall mean all liens, pledges, charges, claims, security interests, purchase agreements, options, title defects, restrictions on transfer or other limitations on use of any nature whatsoever, whether consensual, statutory or otherwise; provided, however that Liens shall not include any obligations imposed by a standards-setting organization. "Losses" shall mean all losses, costs, charges, expenses, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands, claims, assessments or deficiencies. "Omitted License Agreement" shall have the meaning set forth in the definition of Patent Related Documentation. "Order" shall have the meaning set forth in Section 6.1(c). "Outbound License Agreement" shall mean a patent license implied in connection with the sale or license of products or services provided by Seller or any of its Affiliates, but only to the extent such patent license (a) is directed to such products or services and (b) applies by operation of law under the principles of implied license or patent exhaustion. "Outside Date" shall have the meaning set forth in Section 7.1(b)(ii). "Party" or "Parties" shall have the meaning set forth in the Preamble. "Patent Related Documentation" shall mean, to the extent in the possession of Seller or the Company, as applicable, or under the control of Seller or the Company, as applicable, (a) the physical patent prosecution files and dockets relating to any of the Transferred Patents or Company Patents, as applicable (including all original granted Patents), (b) litigation files relating exclusively to the Transferred Patents or the Company Patents, as applicable, and (c) copies of agreements set forth on Section 3.6(a) of the Seller Disclosure Letter, except to the extent disclosure of the terms or existence of an agreement or cross-license agreement is prohibited, in which case such license agreement shall not be included in the Patent Related Documentation (an "Omitted License Agreement"), but the number of such Omitted License Agreements is set forth in Section 1.1 of the Seller Disclosure Letter; provided that "Patent Related Documentation" shall not include the competitively sensitive portions of the foregoing that relate to any current or past business lines of Seller or any Subsidiaries of Seller (including the Company). "Patents" shall mean all national (of any country of origin) and multinational patents, patent applications and provisional patent applications (including utility models and typeface design patents and registrations), and reissues, divisions, continuations, continuations-in-part, continuing patent applications, extensions and reexaminations thereof, and all rights therein provided by multinational treaties or conventions. ".pdf" shall have the meaning set forth in Section 9.1. -4-

"Permitted Liens" shall mean Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable or that are being contested in good faith or that may thereafter be paid without penalty. "Person" shall mean a person, corporation, partnership, limited liability company, joint venture, trust or other entity or organization. "Potential Contributor" shall have the meaning set forth in Section 8.4(c). "Post-Closing Tax Period" shall mean any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Closing Date. "Pre-Closing Tax Period" shall mean any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. "Property Taxes" shall have the meaning set forth in Section 5.10(a)(iii). "Purchase Price" shall have the meaning set forth in Section 2.3. "Purchase Price Allocation" shall have the meaning set forth in Section 5.10(j). "Purchaser" shall have the meaning set forth in the Preamble. "Purchaser Indemnified Parties" shall have the meaning set forth in Section 8.2(a). "Referee" shall have the meaning set forth in Section 5.10(j). "Regulatory Law" shall mean the HSR Act, and all other U.S. federal and state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (a) mergers, acquisitions or other business combinations, (b) foreign investment or (c) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. "Representatives" shall have the meaning set forth in Section 5.5. "Required Approvals" shall have the meaning set forth in Section 5.2(a). "Sale" shall have the meaning set forth in Section 2.1. "Securities Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Seller" shall have the meaning set forth in the Preamble. "Seller Disclosure Letter" shall mean the disclosure letter attached to this Agreement. -5-

"Seller Indemnified Parties" shall have the meaning set forth in Section 8.2(b). "Seller Material Adverse Effect" shall mean any change, event, effect or circumstance, that, individually or when taken together with all other changes, events, effects or circumstances, (a) has prevented or materially impaired or would prevent or materially impair the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or (b) materially impairs the value or enforceability of the Share, the Company Patents and Transferred Patents (taken as a whole). "Share" shall mean the share of common stock of the Company. "Short-Form Assignment" shall mean short-form Patent assignments, in the form attached hereto as Exhibit A, to be executed by Seller or the applicable Subsidiaries of Seller providing for the confirmation of assignment of the Patents included in the Transferred Patents from Seller or its applicable Subsidiary to Purchaser. "Software" shall mean any computer programs, applications and interfaces, whether in source code or object code, and all related documentation, user and operational guides and/or manuals. "Straddle Period" shall mean any taxable period that includes (but does not end on) the Closing Date. "Subsidiary" shall mean, with respect to any Person, any corporation, entity or other organization, whether incorporated or unincorporated, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) such first Person is a general partner, manager or managing member. "Tax" shall mean any tax of any kind, including any federal, state, local and foreign income, profits, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, use, property, excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding and any other tax or assessment, together with all interest, penalties and additions imposed with respect to such amounts. "Tax Benefit" shall mean the Tax effect of any Tax Item which decreases Taxes paid or payable or increases Tax basis. For purposes of determining the amount and timing of any Tax Benefit, the recipient of the Tax Benefit shall be deemed to pay tax at the highest marginal rates in effect in the year such Tax Benefit is realized or utilized and shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under applicable Law. "Tax Item" shall mean any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable. -6-

"Tax Proceeding" shall have the meaning set forth in Section 5.10(c)(ii). "Tax Return" shall mean any return, declaration, report, claim for refund or information return or statement required to be filed with any Taxing Authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. "Taxing Authority" shall mean any Governmental Entity having jurisdiction over the assessment, determination, collection, or other imposition of Taxes. "Termination Fee" shall have the meaning set forth in Section 7.3. "Third Party" shall mean any Person that is neither a Party nor an Affiliate of a Party. "Third Party Claim" shall have the meaning set forth in Section 8.4(a). "Threshold" shall have the meaning set forth in Section 8.3(a). "Trade Secrets" shall mean trade secrets, know-how and confidential technical or business information. "Trademarks" shall mean all trademarks, service marks, trade dress, logos, trade names, corporate names and business names; in each case, whether or not registered, including all common law rights therein, and registrations, applications for registration and renewals thereof, and all rights therein provided by multinational treaties or conventions. "Transaction Documents" shall mean this Agreement, the Intellectual Property Matters Agreement and the Short-Form Assignment. "Transfer Taxes" shall have the meaning set forth in Section 5.10(i). "Transferred Assets" shall have the meaning set forth in Section 2.2(a). "Transferred Patents" shall have the meaning set forth in Section 3.4(b). 1.2 Interpretation; Absence of Presumption. (a) For the purposes of this Agreement, "to the knowledge of Seller" shall mean the actual knowledge, without independent investigation, of the individuals identified in Section 1.2 of the Seller Disclosure Letter. It is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Seller Disclosure Letter is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material, and neither Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Seller Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Seller Disclosure Letter is or is not material for purposes of this Agreement. -7-

(b) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs in and Schedules to this Agreement unless otherwise specified, (iii) the word "including" and words of similar import when used in this Agreement shall mean "including without limitation" unless the context otherwise requires or unless otherwise specified, (iv) the word "or" shall not be exclusive, (v) provisions shall apply, when appropriate, to successive events and transactions, (vi) all pronouns and any variations thereof refer to the masculine, feminine or neuter, single or plural, as the context may require and (vii) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified. (c) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. 1.3 Headings; Definitions. The section and article headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. ARTICLE II THE SALE 2.1 Purchase and Sale of the Share. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), Seller shall transfer, convey, assign and deliver to Purchaser or its designee(s), and Purchaser or its designee shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the Share (along with the purchase of the Transferred Assets pursuant to Section 2.2, the "Sale"). 2.2 Purchase and Sale of Transferred Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries, as applicable, to transfer, convey, assign and deliver to Purchaser or its designee(s), and Purchaser or its designee(s), as applicable, shall purchase and acquire from Seller and its applicable Subsidiaries, on an "as-is" and "where-is" basis, all of Seller's and its applicable Subsidiaries' right, title and interest in the Transferred Patents [****], together with (i) the right, if any, to register, prosecute, maintain and defend the Transferred Patents before any public or private agency, office or registrar, (ii) the right, if any, to sue and recover damages -8-

or other compensation for past or future infringements thereof, (iii) the right, if any, to sue and obtain equitable relief in respect of such infringements, and (iv) the right to fully and entirely stand in the place of Seller or its applicable Subsidiaries in all matters related thereto (the "Transferred Assets"). (b) Seller shall retain its right, title and interest in and to, and Purchaser shall have no rights with respect to and, except as provided in the Intellectual Property Matters Agreement, shall not acquire any right, title and interest of Seller in and to, all Seller assets, including the remaining Intellectual Property of Seller following the Closing, other than the Transferred Assets and the Share. 2.3 Purchase Price. In consideration for the Share and the Transferred Assets, at the Closing, Purchaser shall pay to Seller an aggregate of $1,056,000,000 in cash (the "Purchase Price"). 2.4 Closing; Deliveries. (a) The Closing shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 10:00 a.m., New York time, on the second Business Day following the satisfaction or waiver of the conditions set forth in Article VI (Conditions to Obligations to Close) (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place, time or date as may be mutually agreed upon in writing by Seller and Purchaser (the "Closing Date"). (b) At the Closing: (i) Purchaser shall pay to Seller, by wire transfer, to an account or accounts designated by Seller prior to the Closing, immediately available funds in an amount equal to the Purchase Price; (ii) Seller and Purchaser shall enter into the Intellectual Property Matters Agreement in the form attached as Exhibit B (the "Intellectual Property Matters Agreement"); (iii) Seller shall deliver to Purchaser or its designee appropriate documentation evidencing the Share and transfer thereof; (iv) Seller and each of its Subsidiaries (other than the Company) shall assign, transfer and convey, and each hereby does assign, transfer and convey, to Purchaser or its applicable designee(s) all right, title and interest they have in and to the Transferred Patents and the Company Patents, including any and all causes of action and legal rights entitled by the original owners of such Patents and all rights of Seller and each of its Subsidiaries (other than the Company) to sue for past, present and future infringement of such Patents, to collect royalties under such Patents, to prosecute all such Patents worldwide, to apply for additional patents and applications worldwide related to or claiming priority to such Patents, and to have such Patents issue in the name of Purchaser or its applicable designee(s). Seller shall also deliver to Purchaser or its applicable designee(s) an executed copy of the Short-Form Assignment. -9-

(v) Seller shall deliver, and shall cause its Subsidiaries (other than the Company) to deliver, to Purchaser copies of all the tangible embodiments of the Patent Related Documentation with respect to the Transferred Patents and the Company Patents existing as of the Closing Date; (vi) Seller shall deliver the Corporate Records to Purchaser (except to the extent such records are held by the Company as of the Closing Date); (vii) each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein; and (viii) Seller shall deliver a certificate of non-foreign status, dated as of the Closing Date, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser as follows in this Article III, as of the Effective Date and as of the Closing Date: 3.1 Organization and Qualification. (a) Each of Seller and its applicable Subsidiaries is duly organized, validly existing and in good standing under the Laws of its respective state of organization and has all material requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified in all material respects to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification. (b) The Company is duly organized, validly existing and in good standing under the Laws of Delaware and has all material requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified in all material respects to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification. The Company has previously provided or made available to Purchaser true and complete copies of (i) its Certificate of Incorporation and all amendments thereto or restatements thereof and (ii) its bylaws as currently in effect. - 10 -

(c) The Company does not have any Subsidiaries, and does not own any equity interest of any other Person. 3.2 Authority Relative to this Agreement. Seller has all requisite corporate or other organizational power and authority, and has taken all corporate or other organizational action necessary, to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents in accordance with the terms hereof and thereof. This Agreement has been and each of the other Transaction Documents when executed will be duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement and each of the other Transaction Documents by the other Party, constitute or when executed will constitute valid, legal and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). 3.3 Consents and Approvals; No Violations. (a) No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Seller or the Company for the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated by this Agreement, except compliance with any applicable requirements of any Regulatory Law. (b) Assuming compliance with the items described in the preceding Section 3.3(a), neither the execution, delivery and performance of this Agreement by Seller nor the consummation by Seller of the transactions contemplated by this Agreement will materially (i) conflict with or violate any provision of Seller's Certificate of Incorporation or by-laws, (ii) conflict with or violate any provision of the Company's Certificate of Incorporation or bylaws, (iii) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which the Company or Seller or any of its Subsidiaries is a party or by which any of them or any of its properties or assets may be bound or (iv) violate or infringe any Law applicable to the Company or Seller or any of its Subsidiaries or any of their respective properties or assets; except, in the case of (iii) or (iv), for breaches, violations, infringements, defaults, Liens or other rights that would not reasonably be expected to materially impair the ability of Seller to consummate the transactions contemplated by, or perform its material obligations under, this Agreement or the other Transaction Documents. - 11 -

3.4 Title and Ownership. (a) Seller owns and has valid title to the Share, free and clear of any and all Liens. Other than this Agreement, Seller is not a party to any option, warrant, purchase right or other contract or commitment obligating it to sell, transfer, pledge or otherwise dispose of the Share or to any voting trust, proxy or other agreement or understanding with respect to the voting of the Share. The Share constitutes all of the issued and outstanding equity interests of the Company. (b) Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Letter, Seller, or one or more Subsidiaries of Seller (other than the Company), own all right, title, and interest in and to the Patents listed on Section 3.4(b)(ii) of the Seller Disclosure Letter (the "Transferred Patents"), specifying as to each such item, as applicable, the name of the owner, jurisdiction of application and/or registration, application and/or registration number and date of application or registration. (c) Except as set forth in Section 3.4(c)(i) of the Seller Disclosure Letter, the Company owns all right, title, and interest in and to the Patents listed on Section 3.4(c)(ii) of the Seller Disclosure Letter (the "Company Patents"), specifying as to each such item, as applicable, the name of the owner, jurisdiction of application and/or registration, application and/or registration number and date of application or registration. 3.5 Capitalization of the Company. The Company's authorized capital stock consists solely of the Share, which is composed of one authorized share of common stock, par value $0.01 per share, one share of which is presently issued and outstanding. The Company does not have (a) any shares of common stock reserved for issuance or (b) any outstanding or authorized option or warrant relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. There are no (i) outstanding obligations of the Company or Seller to purchase, repurchase, redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company's stockholders, or other Contracts with respect to the voting or transfer of the Company's capital stock or (iii) outstanding obligations of the Company or Seller to make any payment based on the value of any equity interest in the Company. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are non-assessable and were not issued in violation of any preemptive rights. The Company has no obligations to provide financing or extend credit to or make any investment in any Person. 3.6 Encumbrances and Liens; Standards-Setting Organizations. (a) [****] there are no Liens or Encumbrances on any of the Transferred Patents. [****] there are no Liens or Encumbrances on any of the Company Patents. (b) [****] Seller nor any of their respective Subsidiaries is, or has ever been, a member of or a contributor to or made any written commitments or agreements regarding any patent pool, industry standards body, standards-setting organization, or other - 12 -

similar organization, in each case that requires or obligates Seller, the Company or such Subsidiary thereof, as applicable, to grant or offer to any other Person any license or right to a Transferred Patent or Company Patent. (c) Except as set forth in Section 3.6(c) of the Seller Disclosure Letter, to the knowledge of Seller, neither the Company, Seller nor any of their respective Subsidiaries has determined, or received notice of any claim by any party, that any of the Transferred Patents or Company Patents are essential to a standard or otherwise need to be disclosed or licensed pursuant to the bylaws, membership agreement, intellectual rights policy or other governing rules of any industry standards body, standard setting organization, or other similar organization applicable to Seller (which are listed on Section 3.6(b) of the Seller Disclosure Letter), the Company or any of their respective Subsidiaries. 3.7 Taxes. (a) (i) All material Tax Returns required to be filed by or with respect to the Company have been timely filed (giving effect to extensions validly obtained), all such Tax Returns were correct and complete, and all material Taxes shown to be due on such Tax Returns have been paid, in each case, except with respect to matters contested in good faith or for which adequate reserves, in accordance with GAAP, are reflected in the Company's unaudited consolidated financial statements as of December 31, 2011 (including balance sheet and income statement), copies of which have been provided to Purchaser; (ii) there is no material action, suit, proceeding, investigation, audit or claim pending or threatened in writing with respect to any Taxes of the Company and there is no currently effective extension or waiver of the statute of limitations applicable to any material Taxes of the Company; (iii) there are no material Liens for Taxes upon any Company Patents or upon any Transferred Assets, in each case, other than Permitted Liens; (iv) the Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes; (v) the Company has not participated in any "listed transaction" within the meaning of Treasury Regulation Section 1.6011-4(b)(2); and (vi) within the past two (2) years, the Company has not been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355(a) of the Code. (b) It is agreed and understood that the sole representations and warranties in this Agreement in respect of Tax matters are those set forth in Section 3.7(a). 3.8 Undisclosed Liabilities. As of the Closing, neither the Company nor any Transferred Patent will have or be subject to any Liabilities, except: (a) Liabilities disclosed in Section 3.8(a) of the Seller Disclosure Letter; (b) Actions brought against the Company Patents or Transferred Patents and all Liabilities related thereto, and all maintenance fees and prosecution costs related to the Company Patents and Transferred Patents; and (c) all Liabilities in connection with Encumbrances on the Company Patents and Transferred Patents as disclosed in Section 3.6(a)(i) or Section 3.6(a)(ii) of the Seller Disclosure Letter and in connection with any obligations imposed by a standards-setting organization listed in Section 3.6(b) of the Seller Disclosure Letter. - 13 -

3.9 Broker's Fees. Except for Evercore Partners Inc. and Goldman, Sachs & Co. (whose fees shall be satisfied in their entirety by Seller), no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Seller. 3.10 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III, neither Seller nor any of its agents, Affiliates, officers, directors, employees or representatives nor any other Person makes or shall be deemed to make any representation or warranty to Purchaser, express or implied, at law or in equity, on behalf of Seller or any Affiliate of Seller, and Seller and each of its respective Affiliates by this Agreement disclaim any such representation or warranty, whether by Seller or any of its agents, Affiliates, officers, directors, employees or representatives or any other Person, notwithstanding the delivery or disclosure to Purchaser, or any of its officers, directors, employees, agents or representatives or any other Person of any documentation or other information by Seller or any of its agents, Affiliates, officers, directors, employees or representatives or any other Person with respect to any one or more of the foregoing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to Seller as follows in this Article IV, as of the Effective Date and as of the Closing Date: 4.1 Organization and Qualification. Purchaser is duly organized, validly existing and in good standing under the Laws of Washington, and has all material requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is duly qualified in all material respects to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification. 4.2 Authority Relative to this Agreement. Purchaser has all requisite corporate or other organizational power and authority, and has taken all action necessary, to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by the other Party, constitutes a valid, legal and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. - 14 -

4.3 Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated by this Agreement, except compliance with the applicable requirements of any Regulatory Law. Assuming compliance with the applicable requirements of the previous sentence, neither the execution, delivery and performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated by this Agreement will (a) conflict with or violate any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Purchaser, (b) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Purchaser is a party or by which it or any of its properties or assets may be bound or (c) violate or infringe any Law applicable to Purchaser or any of its properties or assets; except, in the case of (b) or (c), for breaches, violations, infringements, defaults, Liens or other rights that would not reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated by, or perform its material obligations under, this Agreement or the other Transaction Documents. 4.4 Funding. Purchaser has immediately available funds, or access to immediately available funds, necessary to consummate the transactions contemplated by this Agreement and for the satisfaction of all of Purchaser's obligations under this Agreement, including for the payment of the Purchase Price to Seller on the Closing Date. 4.5 Broker's Fees. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Purchaser. 4.6 Purchaser's Acknowledgments; Exclusivity of Representations and Warranties. (a) Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, Purchaser has conducted its own independent review and analysis of the Share (including the Company Patents), the Transferred Assets (including the Transferred Patents), and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Share (including the Company Patents) and the Transferred Assets (including the Transferred Patents) as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of Seller to discuss the conduct of business related to the Share (including the Company Patents) and the Transferred Assets (including the Transferred Patents). Purchaser is acquiring the Share for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Share. - 15 -

Purchaser acknowledges that the Share has not been registered under the Securities Act or any state securities Laws and agrees that the Share may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable. (b) Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth in Article III, Purchaser has not relied on any representation or warranty from Seller, the Company or any Seller Affiliate, or any of their partners, employees, officers, directors, agents, advisors or other Representatives in determining whether to enter into this Agreement or any of the other Transaction Documents; (ii) except for the representations and warranties expressly set forth in Article III, Seller has not, nor has any employee, officer, director, accountant, financial, legal or other representative of Seller or the Company, or any Affiliate of any such Person, made any representation or warranty, express or implied, as to the Share or the Transferred Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Transferred Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), or as to the accuracy or completeness of any information regarding any of the foregoing that Seller, or any other Person, furnished or made available to Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) none of Seller, the Company or any other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser's use, of the information referred to in Section 4.6(b)(i) or 4.6(b)(ii); and (iv) except for the representations and warranties expressly set forth in Article III, Purchaser takes the Transferred Assets and the Company Patents on an "as is" and "where is" basis, without representation or warranty of any kind from Seller or any of its Affiliates, and without recourse to Seller or any of its Affiliates. (c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR RELATING TO NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED ASSETS OR COMPANY PATENTS. - 16 -

4.7 Knowledge Regarding Representations; Satisfaction of Conditions. As of the date of this Agreement, Purchaser is not aware of any inaccuracy or misstatement in, or breach of, any representation or warranty of Seller contained in this Agreement. Purchaser is not, as of the date of this Agreement, aware of any reason why the conditions set forth in Article VI would not be satisfied or capable of being satisfied on the Closing Date. ARTICLE V COVENANTS 5.1 Access to Books and Records; Confidentiality. (a) Purchaser agrees to hold all of the Corporate Records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law. (b) The Confidentiality Agreement remains in full force and effect in accordance with its terms and all Evaluation Material disclosed, whether before or after the Effective Date through the Closing, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to Purchaser (or its accountants, agents, representatives and Affiliates) shall be kept confidential by such Persons in accordance with Confidentiality Agreement; provided, that (1) nothing contained therein shall limit Purchaser's right to (x) provide Evaluation Material to any potential assignee of Purchaser under Section 9.6 (and such Person's accountants, agents, representatives and Affiliates) who enters into a customary confidentiality agreement with Seller to maintain the confidentiality of such Evaluation Material, (y) identify by number any Company Patent or Transferred Patent to any Third Party or describe any Encumbrances or commitment to a standards-setting organization with respect to such Patents to any Third Party that has entered into a customary confidentiality agreement with Purchaser; provided Purchaser shall be responsible for any breach of such Third Party's confidentiality obligations thereunder; or (z) contact, communicate with or enter into any arrangements or agreements with any such Person and (2) the Confidentiality Agreement shall automatically terminate upon Closing. Subject to Section 5.6, Seller shall not (and shall cause its Affiliates not to) now or hereafter use (other than in accordance with the Intellectual Property Matters Agreement) or disclose any information concerning the Company Patents or the Transferred Assets or contained in the Patent Related Documentation that, as of the Effective Date, is not generally known or available outside Seller, the Company and their respective Affiliates, to any third party except in either case: (i) with the prior written consent of Purchaser; (ii) to any governmental body having jurisdiction to require disclosure or to any arbitral body, to the extent required by same; (iii) as otherwise may be required by Law or legal process, including to legal and financial advisors in their capacity of advising a Party in such matters; or (iv) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same - 17 -

manner as is the confidential information of other litigating parties; or (v) while obtaining legal advice from legal counsel as needed in the normal course of business; provided that, in (ii) through (v) above, (A) Seller shall use all legitimate and legal means available to minimize the disclosure to Third Parties, including seeking a confidential treatment request or protective order whenever appropriate or available; and (B) except for permitted disclosures to legal and financial advisors and accountants, Seller provides Purchaser with at least ten (10) business days' prior written notice of such disclosure or, if not reasonable, as much advance notice as reasonably possible under the circumstances. (c) The Parties agree that certain portions of this Agreement may contain competitively sensitive information, the public disclosure of which would be competitively harmful. The Parties agree that each Party shall notify the other Party prior to filing this Agreement as an exhibit to any registration statement or periodic report filed with the United States Securities and Exchange Commission or any counterpart under any foreign jurisdiction (a "Securities Regulator") and cooperate with the non-filing Party in jointly identifying provisions for which the filing Party would redact and/or make a request for confidential treatment in connection with any such filing. The redaction and/or request for confidential treatment shall be made in a manner consistent with applicable Securities Regulator's regulations and guidance. The request shall seek the longest confidentiality term possible. Any confidentiality request shall be submitted to and subject to the non-filing Party's reasonable approval in advance of filing. (d) Between the Effective Date and the Closing, Seller shall, and shall cause its Affiliates to, make available to Purchaser and its Representatives from time to time upon reasonable written request and in accordance with a reasonable process established by Seller (i) the Patent Related Documentation and other data, records and files related to the Share, the Company Patents or the Transferred Assets and (ii) Representatives of Seller with knowledge concerning such matters as Purchaser may reasonably request, in each case in order to permit Purchaser to complete due diligence with respect to the Sale and the transactions contemplated by the Transaction Documents. 5.2 Required Actions. (a) Both of the Parties hereto shall use their reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable after the Effective Date, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and obtaining as promptly as practicable all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Third Party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such necessary consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to (A) prepare, - 18 -

as promptly as practicable, and to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within fifteen (15) Business Days and (B) prepare to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such Laws or by such Governmental Entities, and to supply such additional information and documentation and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals, or expiration of waiting periods, under such other Laws or from such authorities as soon as practicable. (b) The Parties shall each cooperate and consult with each other in connection with the actions referenced in Section 5.2(a) to obtain all Required Approvals. In particular, the Parties shall (i) consult with each other prior to taking any substantive position in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) permit each other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written communication between either Party and any Governmental Entity. In addition, each Party shall (x) promptly inform the other Party of (and, if written, supply to the other Party) any communication received by such Party from, or given by such Party to, the United States Department of Justice (the "DOJ"), the United States Federal Trade Commission (the "FTC") or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case to the extent not prohibited by Law and regarding any of the transactions contemplated hereby, and (y) consult with the other Party in advance, to the extent practicable and not prohibited by Law, of any meeting or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. In furtherance and not in limitation of the foregoing, Seller agrees that notwithstanding anything to the contrary in this Agreement, Purchaser shall control and take the lead in all meetings and communications with any Governmental Entity in connection with any Required Approvals, such that the requisite approvals are obtained prior to the Outside Date or the Extended Outside Date, if applicable, in accordance with the terms and conditions of this Agreement. (c) Each Party shall not, and shall cause each of their respective Affiliates not to, take any action which is intended to or which would reasonably be expected to adversely affect the ability of any of the Parties hereto from obtaining (or cause delay in obtaining) any Required Approvals, from performing its covenants and agreements under this Agreement, or from consummating the transactions contemplated by this Agreement. 5.3 Further Assurances. (a) Without limiting the foregoing, on and after the Closing Date, each Party shall cooperate with the other Party, without any further consideration, to cause to be executed and delivered, all instruments, including instruments of conveyance, novations, assignment and transfer, and to make all filings with, and to obtain all consents, under any - 19 -

permit, license, agreement, indenture or other instrument or regulation, and to take all such other actions as each of the Parties may reasonably request to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the other Transaction Documents; provided, that, notwithstanding anything to the contrary in this Agreement, recordation or registration of the Short-Form Assignment or any other document evidencing the assignment of the Transferred Patents from Seller to Purchaser (or its applicable designee(s)) and prosecution and maintenance activities shall be Purchaser's (or its applicable designee(s)'s) responsibility and at its sole cost and expense. (b) On the Closing Date, Seller shall notify Purchaser (or its applicable designee) in writing separate from any other disclosures made hereunder of any relevant due dates related to prosecution, filing, defense, enforcement or maintenance of the Company Patents and the Transferred Patents that will occur within sixty (60) days after the Closing Date. Seller shall continue to prosecute the Transferred Patents and Company Patents consistent with past practice on behalf of Purchaser through the Closing, including, if applicable, by filing continuations of any applicable Transferred Patents or Company Patents, and shall pay any maintenance fees, annuities, and the like due or payable on the Company Patents and the Transferred Patents through the Closing. Seller hereby gives Purchaser power-of-attorney after the Closing, to execute documents in the name of Seller in order to effectuate the recordation of the transfers of any portion of the Transferred Patents in any governmental filing office in the world. (c) Seller covenants and agrees that after the Closing Date, it shall, upon reasonable request, execute and deliver to Purchaser (or its applicable designee(s)) any other documents and materials, and take any reasonable further actions (including taking reasonable action to obtain the cooperation of the named inventors), that are reasonably necessary for Purchaser (or its applicable designee(s)) to perfect its title in the Transferred Patents. Without limitation to the foregoing, to the extent that the Transferred Patents include non-U.S. patents and patent applications, Seller shall deliver to Purchaser's (or its applicable designee(s)'s) representatives executed documents in a form as may be required in the non-U.S. jurisdiction in order to perfect the assignment to Purchaser (or its applicable designee(s)) of the non-U.S. patents and patent applications. In addition, upon written request of Purchaser (or its applicable designee(s)) and at reasonable and sole out-of-pocket cost and expense to Purchaser (or its applicable designee(s)), Seller shall take such actions which Seller deems reasonable to provide reasonable access to employee inventors of Seller or its Affiliates and relevant documents to assist Purchaser (or its applicable designee(s)) in the prosecution, maintenance, defense or enforcement of the Company Patents and the Transferred Patents. In addition, upon written request of Purchaser (or its applicable designee(s)), Seller shall take such actions which Seller deems reasonable to cooperate with Purchaser (or its applicable designee(s)) to resolve enforceability issues related to the Company Patents and Transferred Patents, including ownership issues with respect terminal disclaimers. 5.4 Conduct of Business. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as otherwise contemplated by this Agreement, required by Law or disclosed in Section 5.4 of the - 20 -

Seller Disclosure Letter, without Purchaser's consent (which shall not be unreasonably withheld, conditioned or delayed; provided that Purchaser shall not be required to consent to any action involving a Third Party that is party to an Action involving Purchaser or its Affiliates), Seller shall not, and shall cause the Company and each of their respective Affiliates not to: (a) incur any Lien on the Share, any Company Patent or any Transferred Asset, other than (i) Liens that will be discharged at or prior to Closing and (ii) Permitted Liens; (b) grant or permit any Encumbrance under or with respect to any Company Patents or Transferred Assets, except (i) under any Outbound License Agreement or (ii) those license grants which may occur solely by virtue of Seller's and/or its Affiliates' participation or membership prior to the Effective Date in any standards-setting organization set forth in Schedule 3.6(b) of the Seller Disclosure Letter; (c) waive, release, assign, settle or compromise any material Action relating to the Company Patents or Transferred Assets to the extent that such waiver, release, assignment, settlement or compromise imposes any obligation, whether contingent or realized, that will bind Purchaser after the Closing Date or grants or permits any material Encumbrance under or with respect to the Company Patents or Transferred Assets; (d) intentionally fail to make any filing, pay any fee, or take any other action necessary to maintain the ownership, validity and enforceability of any Company Patents or Transferred Patents, including using reasonable best efforts to preserve any and all claims under any Company Patent or Transferred Patent subject to reexamination (if any); provided, that if the Company or Seller, as applicable, unintentionally fails to make any filing, pay any fee, or to take any other action necessary to maintain the ownership, validity and enforceability of any Company Patents or Transferred Patents, or fails to exercise such reasonable best efforts, as applicable, shall, upon becoming aware of any such failure, make all reasonable efforts to correct any adverse effects of such failure; (e) assume or incur any Liabilities on the Transferred Patents, Company Patents or the Share other than (i) the Liabilities specified in Section 3.8(b) and (c) and (ii) those Liabilities that will be discharged at or prior to Closing; (f) initiate any Action under or with respect to any of the Company Patents or Transferred Patents; or (g) enter into a binding, written agreement or commitment to take any of the foregoing actions. 5.5 No Solicitation by Seller. Seller shall, and shall cause its Subsidiaries and use reasonable best efforts to cause its and its Subsidiaries' respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, "Representatives") to, immediately cease and cause to be terminated any discussions or negotiations with any Person with respect to a Competing Proposal and shall terminate the access of any Person to any non-public information of Seller or the Company with respect to the Share and the Transferred Assets (including access to any virtual - 21 -

data room containing such information). Seller shall not, and shall cause its Subsidiaries and use reasonable best efforts to cause its Representatives not to, directly or indirectly (i) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing or permitting access to information) or knowingly induce or take any other action designed to lead to any inquiries or proposals that constitute, or would reasonably be expected to lead to, the submission of a Competing Proposal, (ii) participate in any discussions or negotiations concerning a Competing Proposal or (iii) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement relating to a Competing Proposal. 5.6 Public Announcements. Except as otherwise required by Law or by any applicable listing agreement with a national securities exchange or Nasdaq, no Party shall issue any press release or make other public statements with respect to the transactions contemplated by this Agreement or any other Transaction Document or identifying the other Party by name without the prior written consent of the other Party; provided, that each party and their respective Affiliates may make statements that are not inconsistent with previous press releases or public statements made by a Party in compliance with this Section 5.6. 5.7 Restructuring Transactions. (a) Except as set forth in Section 5.7(a) of the Seller Disclosure Letter, prior to the Closing, Seller shall cause the Company to convey to Seller or a Subsidiary of Seller (other than the Company) all assets of the Company (including all royalty payments under the Agreement set forth in Section 5.7(a) of the Seller Disclosure Letter) other than the Company Patents on an "as-is" and "where-is" basis, and Seller shall cause the Company to assign all Liabilities of the Company to Seller or a Subsidiary of Seller (other than the Company), and Seller shall assume, perform and fulfill when due, and to the extent applicable, comply with, or shall cause the applicable Subsidiary of Seller (other than the Company) to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Liabilities. Seller shall, and shall cause its Subsidiaries to, waive, release and discharge the Company of any and all Liabilities with respect to the conveyance, assignment and assumption described in the foregoing sentence. From and after the Closing Date, Seller shall indemnify and defend and hold the Company, its Affiliates and their respective directors, officers, partners, employees, advisors, representatives and agents (collectively, the "Company Indemnified Parties") harmless from and against any and all Losses incurred by any Company Indemnified Party (whether or not involving a third party claim) arising out of or resulting from the conveyance, assignment and assumption described in the foregoing sentence. (b) In the event that, at any time from and after the Closing, either Party (or any Subsidiaries of such Party) discovers that it or any of its Affiliates is the owner of, receives or otherwise comes to possess any asset or is liable for any Liability that is attributable to the other Party (or any Subsidiaries of such Party) pursuant to this Agreement or any other Transaction Document (except in the case of any acquisition of assets or assumption of Liabilities from the other Party for value subsequent to the Closing), such Party shall promptly convey, or cause to be conveyed, such asset or Liability to the Person so entitled thereto or responsible therefor (and the relevant Party shall cause such entitled Person to accept such asset or assume such Liability). - 22 -

5.8 Use of Trademarks. Nothing in this Agreement grants to Purchaser the right to use the name "AOL", "Netscape" or any Trademarks owned by the Company, Seller or any of their Affiliates or any other mark employing the word "AOL", "Netscape" or any confusingly similar Trademarks to any of the foregoing. 5.9 Resignation of Directors and Officers. Seller shall cause each of the directors and officers of the Company to resign or be removed as a director or officer of the Company, as applicable, effective immediately prior to the Closing. 5.10 Tax Matters. (a) Tax Indemnification. (i) Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates from and against any and all (A) Excluded Taxes, (B) Taxes resulting from any breach by Seller or any of its Affiliates of any covenant in this Agreement, (C) Transfer Taxes for which Seller is responsible pursuant to Section 5.10(i) and (D) costs and expenses attributable to any item in clauses (A) through (C). (ii) Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates from and against any and all (A) Taxes imposed on or with respect to the Company for any Post-Closing Tax Period, (B) Taxes resulting from any breach by Purchaser or any of its Affiliates of any covenant in this Agreement, (C) Transfer Taxes for which Purchaser is responsible pursuant to Section 5.10(i) and (D) costs and expenses attributable to any item in clauses (A) through (C). (iii) For purposes of this Agreement, in the case of any Straddle Period of the Company, (A) the amount of any real, personal and intangible property Taxes or similar ad valorem Taxes ("Property Taxes") that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (B) the amount of any Taxes (other than Property Taxes) that relates to the Pre-Closing Tax Period shall be determined as if the relevant taxable period ended as of the end of the day on the Closing Date. For the avoidance of doubt, the Parties agree that neither Party shall make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2) or any analogous provision of state, local or foreign Law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of state, local or foreign Law, any Tax imposed solely with respect to an extraordinary transaction that Purchaser or any of its Affiliates (including, after the Closing, the Company) causes to occur on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. - 23 -

(b) Preparation and Filing of Tax Returns. (i) Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for any Pre-Closing Tax Period (other than Tax Returns for any Straddle Period of the Company). With respect to any Tax Returns described in this Section 5.10(b)(i) required to be filed by the Company after the Closing Date, Seller shall provide a final copy of such Tax Return to Purchaser no less than ten (10) calendar days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Purchaser shall thereafter cause the Company to execute and timely file such Tax Returns and, subject to Section 5.10(a) (i), shall timely remit any Taxes payable with respect to such Tax Return. For the avoidance of doubt, the preceding sentence shall not apply with respect to any Tax Returns that are required to be filed by or on behalf of any affiliated, consolidated, combined or unitary group for Tax purposes that includes the Company, on the one hand, and Seller or any Affiliate of Seller (other than the Company), on the other hand. (ii) Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for any Straddle Period of the Company. Purchaser shall (A) prepare all Tax Returns described in this Section 5.10(b)(ii) in a manner consistent with the past practices of the Company, (B) provide all such Tax Returns to Seller for review and comment at least thirty (30) days prior to the due date for filing such Tax Returns (including any applicable extensions), (C) not unreasonably refuse to reflect any comments of Seller with respect to such Tax Returns and (D) not file such Tax Returns without the prior written consent of Seller, which consent shall not unreasonably be withheld or delayed. Subject to Section 5.10(a)(i), Purchaser shall timely remit any Taxes payable with respect to such Tax Return. (iii) Purchaser shall not amend or cause the Company to amend any Tax Return of the Company for any Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller. (iv) Indemnification payments due under this Section 5.10 shall be made within ten (10) days following written notice by the indemnified Party that payment of such amounts to the appropriate Taxing Authority or other applicable third party is or was due by the indemnified Party; provided, that the indemnifying Party shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing Authority or applicable third party. (c) Tax Proceedings. (i) Purchaser and Seller shall promptly notify the other in writing upon the receipt of notice from any Taxing Authority of any pending or threatened audit or administrative or judicial proceeding related to Taxes of the Company for which indemnification may be claimed pursuant to this Agreement; provided, that the failure to provide such notice shall not release the indemnifying Party from any of its indemnification obligations under this Section 5.10, except to the extent the indemnifying Party is actually prejudiced by such failure. - 24 -

(ii) Seller shall have the sole right to control any audit or administrative or judicial proceeding with respect to Taxes of the Company (a "Tax Proceeding") for any taxable period that ends, with respect to the Company, on or prior to the Closing Date (including any Tax Proceeding with respect to any affiliated, consolidated, combined or unitary group for Tax purposes that includes the Company, on the one hand, and Seller or any Affiliate of Seller (other than the Company), on the other hand); provided, however, that Seller shall keep Purchaser reasonably informed with respect to any such Tax Proceeding that relates solely to the Company. (iii) Purchaser shall have the right to control any Tax Proceeding for any Straddle Period of the Company; provided, that with respect to any such Tax Proceeding, (A) Purchaser shall keep Seller reasonably informed with respect to such Tax Proceeding, (B) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (C) Purchaser shall not settle or compromise any such Tax Proceeding without the prior written consent of Seller, which consent shall not unreasonably be withheld or delayed. (d) Cooperation on Tax Matters. Seller and Purchaser shall, and shall cause their respective Affiliates, officers, employees, agents and representatives to, reasonably cooperate with respect to Tax matters, including: (A) cooperating in the preparation of any Tax Returns required to be filed by or with respect to the Company for any Pre-Closing Tax Period or Straddle Period, (B) cooperating in the defense of any audit or other dispute with a Taxing Authority regarding any Tax liability of the Company for any Pre-Closing Tax Period or Straddle Period and (C) making available to the other and to any Taxing Authority, as reasonably requested, all information, records and documents relating to any Tax liability of the Company with respect to any Pre-Closing Tax Period or Straddle Period. (e) Tax Refunds. All refunds or credits of Excluded Taxes received (or realized by way of a reduction of Taxes otherwise payable) by Purchaser or any of its Affiliates (including, after the Closing, the Company) shall be for the account of Seller and shall promptly be paid by Purchaser to Seller. (f) Tax Benefits. Seller shall be entitled to any Tax Benefit attributable to any Tax Item arising in respect of an Excluded Tax (or in respect of any other obligation or liability that Seller is responsible for hereunder or otherwise), and Purchaser agrees that neither Purchaser nor any of its Affiliates shall claim any such Tax Item on any Tax Return for a Post-Closing Tax Period, provided, however, that if any such Tax Item is not permitted by Law or administrative practice to be claimed on a Tax Return for which Seller has filing responsibility or a Tax Return for a PreClosing Tax Period and is permitted by Law or administrative practice to be claimed on a Tax Return for a Post-Closing Tax Period, then Purchaser shall claim such Tax Item and promptly pay to Seller the amount of any Tax Benefit resulting from such Tax Item. (g) Timing Differences. Purchaser agrees that if as the result of any audit adjustment (or adjustment in any other Tax Proceeding) made with respect to any Tax Item which relates to or affects any Excluded Tax, by any Taxing Authority or as a result of - 25 -

any indemnification provided by Seller under this Agreement, Purchaser or any of its Affiliates (including, after the Closing, the Company), realizes a Tax Benefit, then Purchaser shall pay to Seller the amount of such Tax Benefit within fifteen (15) days of filing the Tax Return in which such Tax Benefit is realized. (h) Tax Treatment of Indemnity Payments. The Parties agree to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all Tax purposes except to the extent otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code (or any similar provision of state or local Law). (i) Transfer Taxes. Any fees, duties, sales, use, transfer, stamp or similar Taxes ("Transfer Taxes") arising as a result of the transactions contemplated by this Agreement shall be borne equally by Seller and Purchaser. Each of Seller and Purchaser shall cooperate with respect to the preparation and filing of any Tax Returns with respect to Transfer Taxes. Seller and Purchaser agree to take all actions reasonably required to minimize the amount of Transfer Taxes, if any, payable under this Section 5.10(i) (including, if requested by either party, all actions necessary to effect the transfer of any Transferred Asset via electronic delivery in the manner specified by such party). (j) Allocation of Consideration. As soon as practicable after the Closing, Purchaser shall deliver to Seller a statement (the "Purchase Price Allocation"), allocating the Purchase Price between the Transferred Assets, on the one hand, and the Share, on the other hand based upon the relative fair market values thereof. If within thirty (30) days after the delivery of the Purchase Price Allocation Seller notifies Purchaser in writing that Seller objects to the allocation set forth in the Purchase Price Allocation, Purchaser and Seller shall use reasonable best efforts to resolve such dispute within thirty (30) days. In the event that Purchaser and Seller are unable to resolve such dispute within thirty (30) days, Purchaser and Seller shall jointly retain an independent accounting firm (the "Referee") (which may in turn select an appraiser if needed) to resolve the dispute. Upon resolution of the dispute, the allocation reflected on the Purchase Price Allocation shall be adjusted to reflect such resolution. Except to the extent otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code, neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a position for Tax purposes that is inconsistent with (i) the Purchase Price Allocation, as adjusted if adjusted pursuant to any dispute resolution, and (ii) the treatment of the transactions contemplated by this Agreement and the Intellectual Property Matters Agreement as a purchase and sale of the Share and the Transferred Assets. The costs, fees and expenses of the Referee shall be borne equally by Purchaser and Seller. (k) Coordination and Survival. (i) (A) The indemnification provisions set forth in this Section 5.10 are the exclusive remedy for obligations of the parties arising under this Agreement relating to Tax matters, (B) the procedures relating to claims for indemnification with respect to Taxes shall be governed exclusively by this Section 5.10, and (C) the provisions of Article VIII (other than Sections 8.3(c), 8.5, 8.6 and 8.7) shall not apply to Tax matters. - 26 -

(ii) Notwithstanding any other provision to the contrary, the rights and obligations provided in this Section 5.10 (and the representations and warranties contained in Section 3.7(a)) shall survive until thirty (30) days after the expiration of the applicable statute of limitations. (l) Miscellaneous. (i) To the extent relating to the Company, Seller shall terminate (or cause to be terminated) on or before the Closing Date all Tax sharing agreements or arrangements (other than this Agreement), if any, to which the Company, on the one hand, and Seller or any Affiliate of Seller (other than the Company), on the other hand, are parties to, and neither Seller nor any Affiliate of Seller, on the one hand, or the Company, on the other hand, shall have any rights or obligations thereunder after the Closing. (ii) Purchaser shall not, and shall not permit any Affiliate (including, after the Closing, the Company) to, [****]. 5.11 Encumbrances. From and after the Closing, Seller shall not, and shall cause each of its Affiliates not to, extend, renew or expand or permit the extension, renewal or expansion of any Encumbrance listed on Section 3.6(a) of the Seller Disclosure Letter under or with respect to any Company Patents or Transferred Assets. ARTICLE VI CONDITIONS TO OBLIGATIONS TO CLOSE 6.1 Conditions to Obligation of Each Party to Close. The respective obligations of each Party to consummate the Sale are subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) HSR Act. Any waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (b) No Injunctions. No injunction or other order issued by any court of competent jurisdiction in the United States preventing the consummation of the transactions contemplated by this Agreement shall be in effect. (c) No Illegality. No statute, rule, regulation, order or decree of a United States Governmental Entity (each, an "Order") shall have been enacted, entered, promulgated and remain in effect that permanently restrains, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by this Agreement. - 27 -

6.2 Condition to Purchaser's Obligation to Close. Purchaser's obligation to consummate the Sale is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Article III hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date), except where such failures to be true and correct have not had, individually or in the aggregate, a Seller Material Adverse Effect. (b) Seller shall have delivered to Purchaser, at or prior to the Closing Date, each of the certificates, instruments, agreements, documents and other items required to be delivered by them pursuant to Section 2.4(b). 6.3 Condition to Seller's Obligation to Close. The obligations of each of the Company and Seller to consummate the Sale is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Purchaser set forth in Article IV hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Purchaser shall have delivered to Seller, at or prior to the Closing Date, each of the certificates, instruments, agreements, documents and other items required to be delivered by it pursuant to Section 2.4(b). ARTICLE VII TERMINATION 7.1 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Seller and Purchaser; (b) by either Seller, on the one hand, or Purchaser, on the other hand, if: (i) any Order permanently restrains, enjoins or prohibits or makes illegal the consummation of the transactions contemplated by this Agreement, and such Order becomes effective (and final and nonappealable); provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any Party whose failure or whose Affiliate's failure to perform any covenant or obligation under this Agreement has been the cause of or resulted in the failure of the transactions contemplated by this Agreement to occur on or before such date; or - 28 -

(ii) the Closing shall not have occurred on or before six months after the Effective Date (such date, the "Outside Date"); provided, that if all conditions to Closing other than those in Section 6.1(a) shall have been satisfied as of the Outside Date, the Outside Date may be extended by Seller or Purchaser to the date one hundred eighty (180) calendar days following the Outside Date (the "Extended Outside Date") upon written notice to the other Party delivered prior to the Outside Date; provided, further, that this termination right shall not be available to a Party if its breach of this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated by this Agreement by the Outside Date or the Extended Outside Date, as applicable. If Purchaser extends the Outside Date pursuant to this Section 7.1(b)(ii), the Purchase Price shall be increased by $[****] per day for each day elapsed from the initial Outside Date to and including the Closing Date; (c) by Seller, if all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied or waived (other than those conditions which by their nature cannot be satisfied until the Closing, but which conditions at the time of termination shall be capable of being satisfied) and Purchaser fails to consummate the Sale within two (2) Business Days following the date on which the Closing should have occurred pursuant to Section 2.4; or (d) by Purchaser, if all of the conditions set forth in Sections 6.1 and 6.3 have been satisfied or waived (other than those conditions which by their nature cannot be satisfied until the Closing, but which conditions at the time of termination shall be capable of being satisfied) and Seller fails to consummate the Sale within two (2) Business Days following the date on which the Closing should have occurred pursuant to Section 2.4. 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1, written notice thereof shall be given to the other Party, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the provisions of Sections 5.1(b), 7.3 and Article IX, all of which shall survive termination of this Agreement), and there shall be no liability on the part of Seller, the Company or Purchaser or their respective directors, officers and Affiliates, except (a) Purchaser may have liability as provided in Section 7.3, and (b) except as permitted in Section 7.3, nothing shall relieve either Party hereto from any liability for any failure to consummate the transactions contemplated by this Agreement when required pursuant to this Agreement or either Party from liability for fraud or a willful breach of any covenant or other agreement contained in this Agreement. 7.3 Fees. In the event this Agreement is terminated pursuant to Sections 7.1(b)(i), 7.1(b)(ii) or 7.1(c), then Purchaser shall pay to Seller, within two (2) Business Days after the date of termination, a termination fee equal to $211,200,000 (the "Termination Fee"), payable by wire transfer of same day funds; provided, however, that in the event of a termination under 7.1(b)(i) or 7.1(b)(ii), Purchaser shall not be obligated to pay the Termination Fee under this Section 7.3 if Seller's failure to perform in any material respect any material covenant or obligation under this Agreement has been the proximate cause of or resulted in the failure of the Closing to occur on or before the Outside Date or Extended Outside Date, as applicable. - 29 -

Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 9.9, Seller's sole and exclusive remedy if it terminates this Agreement pursuant to Sections 7.1(b)(i), 7.1(b)(ii) or 7.1(c), shall be receipt of the Termination Fee in accordance with the terms hereof, and upon Seller's termination of this Agreement pursuant to Sections 7.1(b)(i), 7.1(b)(ii) or 7.1(c) and receipt of the Termination Fee, Seller shall be precluded from any other remedy against Purchaser and its Affiliates at law or in equity or otherwise. ARTICLE VIII SURVIVAL, INDEMNIFICATION AND GUARANTEES 8.1 Survival. Except as set forth in Section 5.10(k)(ii) and the last sentence of this Section 8.1, the representations, warranties, covenants and agreements of Purchaser and Seller contained in this Agreement shall survive the Closing and continue in full force and effect until the first anniversary of the Closing Date (at which time they shall terminate, and no claims for indemnification pursuant to Section 8.2(a) or Section 8.2(b) shall be made thereafter); provided, however, that notwithstanding the foregoing, the representations and warranties of Seller contained in Sections 3.2 (Authority Relative to this Agreement), [****], 3.5 (Capitalization of the Company) and 3.6(a) solely as it applies to an Encumbrance on any Company Patent or Transferred Asset in favor of any of the Person(s) set forth in Schedule 8.1(a) of the Seller Disclosure Schedule or any of their respective Affiliates (each, a "First Defined Licensee") or the Person(s) set forth in Schedule 8.1(b) of the Seller Disclosure Schedule or any of its Affiliates (a "Second Defined Licensee") shall survive the Closing and continue in full force and effect until the date that is thirty (30) days after the expiration of the applicable statute of limitations. All covenants or agreements of the Parties that are to be performed in whole or in part after the Closing Date shall survive for the period provided in such covenants or agreements, if any, or until fully performed. 8.2 Indemnification. (a) Indemnification by Seller. From and after the Closing Date, Seller shall indemnify and defend and hold Purchaser, its Affiliates and their respective directors, officers, partners, employees, advisors, representatives and agents (collectively, the "Purchaser Indemnified Parties") harmless from and against any and all Losses incurred by any Purchaser Indemnified Party (whether or not involving a Third Party Claim) arising out of or resulting from (i) any failure of any representation or warranty made by Seller in this Agreement (other than those expressly given as of a specified date on or prior to the date of this Agreement, which need only be true and accurate as of such date) to be true and correct as of and as if made on the Closing Date and (ii) any breach of any covenant of Seller contained in this Agreement. (b) Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify and defend and hold Seller, its Affiliates and their respective directors, officers, partners, employees, advisors, representatives and agents (collectively, the "Seller Indemnified Parties") harmless from and against any and all Losses incurred by any Seller Indemnified Party (whether or not involving a Third Party Claim) arising out of or resulting from (i) any failure of any representation or warranty made by Purchaser under - 30 -

this Agreement (other than those expressly given as of a specified date on or prior to the date of the Agreement, which need only be true and accurate as of such date) to be true and correct as of and as if made on the Closing Date and (ii) any breach of any covenant of Purchaser contained in this Agreement. 8.3 Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement and except in the case of fraud or a breach of Seller's representation in Section 3.9, Seller shall have no indemnification obligation pursuant to Section 8.2(a)(i) for any individual Losses unless and until the aggregate amount in excess of all such Losses exceeds $10,560,000 (the "Threshold"), in which case Seller shall have such an indemnification obligation pursuant to the indemnity set forth in Section 8.2(a)(i) as to all such Losses and not just the amount of Losses above the Threshold. (b) Notwithstanding anything to the contrary contained in this Agreement and except in the case of fraud, the maximum aggregate obligations of Seller for claims for indemnification under Section 8.2(a) shall not exceed an aggregate amount of $105,600,000 (the "Aggregate Cap"). Notwithstanding the foregoing, in the case of any breach of the representations and warranties set forth in Section 3.6(a) as the result of any Encumbrance on any Company Patent or Transferred Patent (i) in favor of a First Defined Licensee, the indemnification obligation of Seller with respect to each such Defined Licensee shall be limited to $264,000,000, (ii) in favor of a Second Defined Licensee, the indemnification obligation of Seller shall be limited to $633,600,000 and (iii) the maximum aggregate indemnification obligations of Seller pursuant to this sentence shall not exceed $792,000,000. (c) For the avoidance of doubt, neither Purchaser nor Seller shall be entitled to receive indemnification from the other in respect of all or any portion of the same Loss more than once, in each case, whether proceeding under Section 5.10 or this Article VIII. 8.4 Indemnification Procedures. (a) Any Person that may be entitled to be indemnified under this Agreement (the "Indemnified Party") shall promptly notify the party or parties liable for such indemnification (the "Indemnifying Party") in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under such agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a "Third Party Claim"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent the Indemnifying Party is prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 8.1 for such representation, warranty, covenant or agreement. - 31 -

(b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.4(a), the Indemnifying Party shall be entitled to assume the defense and control of any Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, if the Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect the Indemnified Party other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim, but the Indemnifying Party shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). If the Indemnifying Party informs the other Party that it is not assuming the defense, and does not assume the defense and control of any Third Party Claim, it may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. If the Indemnifying Party shall assume the defense and control of a Third Party Claim, the Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party and shall use reasonable best efforts in the defense or settlement of such Third Party Claim. Seller or Purchaser, as the case may be, shall, and shall cause each of its Affiliates, each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing to, cooperate fully in the defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third Party Claim, in each case at no cost to the Indemnifying Party. If the Indemnifying Party shall have assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided that the Indemnifying Party shall (i) pay or cause to be paid all amounts in such settlement or judgment, (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or the conduct of any Indemnified Party's business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party. (c) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a "Potential Contributor") based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. - 32 -

8.5 Exclusive Remedy. Except in the case of fraud, the rights and remedies of the parties under Section 5.10 and this Article VIII are the exclusive, and are in lieu of any and all other, rights and remedies which the Parties may have under this Agreement or otherwise against each other with respect to the matters for which indemnification is provided hereunder and each Party expressly waives, on behalf of itself and its Affiliates, any and all other rights or causes of action that it or any of its Affiliates may have against the other Party now or in the future under any Law with respect to such matters. 8.6 Insurance Adjustments. With respect to each indemnification obligation contained in this Agreement or any other document executed in connection herewith (a) all Losses shall be net of any third-party insurance proceeds that have been or shall be recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, and the Indemnified Party shall use its reasonable best efforts to seek full recovery under all insurance provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder; and (b) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items. 8.7 Mitigation. Each of the Parties agrees to use its reasonable best efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. 8.8 Coordination. The above provisions of this Article VIII (other than Sections 8.3(c), 8.5, 8.6 and 8.7) shall not apply to Tax matters, which shall be governed exclusively by the provisions of Section 5.10. ARTICLE IX MISCELLANEOUS 9.1 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile), it being understood that the Parties need not sign the same counterpart. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature. 9.2 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without reference to the choice-of-law or conflicts of law principles that would result in the application of the Laws of a different jurisdiction. - 33 -

(b) Both Parties irrevocably submit to the exclusive jurisdiction of the Delaware Courts of Chancery in any Action arising out of or relating to this Agreement, and hereby irrevocably agree that all claims in respect of such Action may be heard and determined in such courts. Both Parties hereby irrevocably waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The Parties further agree, to the extent permitted by Law, that final and unappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Both Parties waive, to the fullest extent permitted by applicable Law, any right they may have to a trial by jury in respect of any Action arising out of or relating to this Agreement. Both Parties certify that they have been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth in this Section 9.2. 9.3 Entire Agreement. This Agreement (including the Schedules to this Agreement), together with the other Transaction Documents, contain the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior discussion, negotiation, term sheet, agreement, understanding or arrangement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Agreement or the other Transaction Documents. 9.4 Expenses. Whether or not the transactions contemplated by this Agreement are consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses, except as otherwise set forth in this Agreement. 9.5 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided, that any notice received by facsimile transmission or otherwise at the addressee's location on any non-Business Day or any Business Day after 5:00 p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m. (addressee's local time) on the next Business Day), by reliable overnight delivery service (with proof of service) or hand delivery, addressed as follows: (a) To Seller: AOL Inc. 770 Broadway New York, NY 10003 Telecopy: (703) 466-9093 Attention: General Counsel - 34 -

with copies to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telecopy: (212) 403-2000 Attention: David C. Karp, Esq. David E. Shapiro, Esq. (b) To Purchaser: Microsoft Corporation One Microsoft Way Redmond, Washington 98052-6399 Telecopy: (425) 936-7329 Attn: Director of IP Licensing Law and Corporate Affairs with copies to: Covington & Burling LLP One Front Street San Francisco, CA 94111 Telecopy: (415) 955-6551 Attention: Bruce Deming, Esq. or to such other address as either Party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or personally delivered. Either Party may notify the other Party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. 9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that except as otherwise set forth herein no Party shall assign its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of Purchaser (in the case of Seller) and Seller (in the case of Purchaser), except that (a) Seller may assign its rights and benefits under this Agreement to an Affiliate of Seller and (b) Purchaser may assign any or all of its rights and benefits under this Agreement, including its right to acquire one or more Transferred Patents or the Share under this Agreement, to one or more Third Parties. 9.7 Third-Party Beneficiaries. This Agreement is not intended to confer upon any Person not a Party to this Agreement (and their successors and assigns) any rights or remedies hereunder. - 35 -

9.8 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. At any time prior to the Closing, Seller may (a) extend the time for the performance of any of the obligations or other acts of Purchaser contained herein, (b) waive any inaccuracies in the representations and warranties of Purchaser contained herein or in any document, certificate or writing delivered by Purchaser pursuant hereto or (c) waive compliance by Purchaser with any of the agreements or conditions contained herein. At any time prior to the Closing, Purchaser may (i) extend the time for the performance of any of the obligations or other acts of Seller contained herein, (ii) waive any inaccuracies in the representations and warranties Seller contained herein or in any document, certificate or writing delivered by Seller pursuant hereto or (iii) waive compliance by Seller with any of the agreements or conditions contained herein. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. The failure or delay on the part of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. 9.9 Specific Performance. (a) The Parties agree that irreparable damage would occur in the event that either Party fails to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement and that the Parties shall be entitled to specific performance in such event, in addition to any other remedy at Law or in equity. (b) Both Parties agree that, in the event of any breach or threatened breach by the other Party of any covenant or obligation contained in this Agreement, including the obligation of the Parties to consummate the Closing as required by Section 2.4, the non-breaching Party shall be entitled to seek and obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. In circumstances where Purchaser is, or Seller is, obligated to consummate the transactions contemplated by this Agreement and such transactions have not been consummated, each of Purchaser and Seller expressly acknowledges and agrees that the other Party and its shareholders or members shall have suffered irreparable harm, that monetary damages will be inadequate to compensate such other Party and its shareholders or members, and that such other Party on behalf of itself and its shareholders shall be entitled to enforce specifically Purchaser's or Seller's, as the case may be, obligation to consummate such transactions. (c) Both Parties further agree that neither the other Party, nor any other Person, shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.9, and both Parties irrevocably waive any right they may have to require the obtaining, furnishing or posting of any such bond or similar instrument. - 36 -

(d) Except as provided in Section 7.3, the remedies available to Seller and/or Purchaser pursuant to this Section 9.9 shall be in addition to any other remedy to which such Parties are entitled at Law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit such Parties from recovery of monetary damages against Purchaser and/or from terminating this Agreement. 9.10 Severability. The invalidity of any portion of this Agreement shall not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by Law. [Remainder of page left intentionally blank] - 37 -

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. AOL INC. /s/ Tim Armstrong By: Name: Tim Armstrong Title: Chairman and Chief Executive Officer MICROSOFT CORPORATION /s/ Peter S. Klein By: Name: Peter Klein Title: CFO [Signature Page to Stock and Asset Purchase Agreement]

Exhibit A FORM OF SHORT-FORM ASSIGNMENT This SHORT-FORM ASSIGNMENT AGREEMENT, dated as of [], is by and among AOL Inc., a Delaware corporation ("Seller") and Microsoft Corporation, a Washington corporation ("Purchaser"). WHEREAS, Seller (hereinafter referred to as Assignor) holds right, title, and interest in the patents identified and set forth on Schedule A attached hereto (such patents, the "Assigned Patents"); WHEREAS, Purchaser (hereinafter referred to as Assignee) is desirous of securing the entire right, title, and interest in and to the Assigned Patents in all countries throughout the world; and WHEREAS, Assignor and Assignee entered into an Stock and Asset Purchase Agreement, dated April 5, 2012 (the "SAPA") pursuant to which Assignor has agreed to sell, and Assignee has agreed to purchase, among other things, certain assets of Assignor, including, without limitation, the Assigned Patents. NOW THEREFORE, be it known that, for good and valuable consideration the receipt of which from Assignee is hereby acknowledged, Assignor has sold, assigned, transferred, and set over, and does hereby sell, assign, transfer, and set over unto the Assignee, its lawful successors and assigns, Assignor's entire right, title, and interest throughout the world in and to the Assigned Patents, and all divisions, and continuations thereof, and all letters patent of the United States which may be granted thereon, and all reissues thereof, and all rights to claim priority on the basis of this assignment (this "Assignment") and Assignor hereby authorizes the Commissioner of Patents and Trademarks in the United States Patent and Trademark Office, and the corresponding entities or agencies in any applicable foreign countries or multinational authorities, to record Assignee as the assignee and owner of the Assigned Patents and to deliver to Assignee, and to Assignee's attorneys, agents, successors or assigns, all official documents and communications as may be warranted by this Assignment; FURTHER, at Assignee's cost, Assignor shall use reasonable efforts to take actions and execute and deliver documents that Assignee may reasonably request to effect the terms of this Assignment and to perfect Assignee's title in and to those Assigned Patents assigned to it hereunder, and Assignee shall be solely responsible for all actions and all costs whatsoever, including but not limited to taxes, attorneys' fees and patent office fees in any jurisdiction, associated with the perfection of Assignee's right, title, and interest in and to the Assigned Patents and recordation and/or registration of this Assignment or any other document evidencing the assignment to Assignee of the Assigned Patents. FURTHER, Assignor and Assignee agree that there are no warranties, representations or conditions, express or implied, statutory or otherwise between the parties under this Assignment. ASSIGNEE ACKNOWLEDGES THAT, EXCEPT AS

PROVIDED OTHERWISE IN THE SAPA BETWEEN THE PARTIES, THE ASSIGNED PATENTS ARE CONVEYED WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY, INCLUDING WITHOUT LIMITATION AS TO THE CONDITION OF TITLE, ENFORCEABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, VALIDITY, REGISTRABILITY OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING WITHOUT LIMITATION BY ASSIGNOR, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, FINANCIAL, LEGAL OR OTHER REPRESENTATIVES OR ANY AFFILIATE OF SUCH PERSON. FURTHER, Assignor and Assignee agree that this Assignment shall be governed by the governing law and venue provisions of the SAPA. This Assignment is intended to effect the assignment of the Assigned Patents to Assignee as described in the SAPA. To the extent of any conflict or inconsistency between the terms and conditions of this Assignment and the SAPA, the SAPA shall prevail and govern the rights and obligations of the parties hereto and the scope of assignment of the Assigned Patents. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Assignment. This Assignment, along with its Schedule and the SAPA and its Schedules and Exhibits and the other Transaction Documents (as defined in the SAPA), constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between and among the parties with respect hereto. This Assignment may not be supplemented, altered, or modified in any manner except by a writing signed by all parties hereto. The failure of any party to enforce any terms or provisions of this Assignment shall not waive any of its rights under such terms or provisions. This Assignment is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. [Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be executed by their respective duly authorized representative as of the day first above written. [ASSIGNOR] [ASSIGNEE]

SELLER DISCLOSURE LETTER in connection with the

STOCK AND ASSET PURCHASE AGREEMENT

dated as of April 5, 2012 by and between AOL INC. and MICROSOFT CORPORATION

Reference is made to that certain Stock and Asset Purchase Agreement, dated as of April 5, 2012 (the "Agreement"), by and between AOL Inc., a Delaware corporation ("Seller"), and Microsoft Corporation, a Washington corporation ("Purchaser"). "Data Room" means that certain "Project Aurora" virtual data room operated by Merrill Corporation and located at https://datasite.merrillcorp.com, and made available to Purchaser and its Representatives as of the Effective Date. Capitalized terms used but not defined in this disclosure letter (the "Seller Disclosure Letter") shall have the respective meanings ascribed to such terms in the Agreement. Any matter disclosed in any section of this Seller Disclosure Letter shall be deemed to be disclosed with respect to the corresponding section of the Agreement identified or cross-referenced therein, and also shall be deemed to be disclosed with respect to any other section of the Agreement as to which such disclosure's application or relevance is reasonably apparent on the face of such disclosure. Matters reflected in this Seller Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected herein. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar informational nature. The disclosure of any specific item in this Seller Disclosure Letter shall not imply, establish or constitute an admission that such item or other items are or are not material or such item's consequence or relevance to any determination of materiality, and neither Party shall use the fact of the disclosure of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in the Agreement or included herein is or is not material for purposes of the Agreement. Furthermore, the disclosure of any specific item in this Seller Disclosure Letter shall not imply, establish or constitute an admission that such item or other items are required to be disclosed under the Agreement. Any item of information disclosed in this Seller Disclosure Letter shall be subject to the terms of the Confidentiality Agreement so long as the Confidentiality Agreement is in effect in accordance with Section 5.1 of the Agreement. Headings, other than numerical references to sections and subsections of the Agreement, have been inserted in some of the sections of this Seller Disclosure Letter for convenience of reference only, and such headings shall not have the effect of amending or changing the express description of the section of this Seller Disclosure Letter as set forth in the Agreement. -2-

Section 1.1 Patent Related Documentation. One Omitted License Agreement. -3-

Section 1.2 Interpretation; Absence of Presumption. Tim Armstrong Arthur Minson Julie Jacobs Sarah Harris -4-

Section 3.4 Title and Ownership. (b)(i) U.S. Patent Nos. 5,740,549, 5,966,685, 5,970,177, 6,009,413, 6,026,429, 6,138,162, 6,640,223, 7,555,721, 7,627,635, 7,650,383, 8,024,572, 8,073,916, RE41,411 and RE42,702. (b)(ii) [****] Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

5,563,804 5,615,131 5,649,013 5,682,152 5,710,719 5,715,466 5,737,538 5,740,549 5,758,080 5,796,393 5,822,456 5,878,219 5,892,847 5,951,646 5,966,685 5,970,177 5,987,407 6,006,179 6,009,413 6,012,051 6,014,638 6,020,884 6,026,429 6,049,630 6,065,047 6,112,227 6,112,250 6,138,162 6,148,289 6,173,311 6,199,102 6,226,684

3/10/1995 6/21/1996 12/23/1994 3/19/1996 10/19/1995 6/7/1995 4/2/1996 6/12/1995 1/24/1997 11/8/1996 7/14/1994 3/12/1996 4/22/1996 11/25/1996 11/8/1996 8/22/1997 10/13/1998 10/28/1997 11/17/1997 2/6/1997 5/29/1996 8/18/1998 11/10/1997 10/27/1997 1/24/1996 8/6/1998 4/11/1996 2/11/1997 4/18/1997 2/13/1997 8/26/1997 10/26/1998

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

09/859,057 10/690,145 10/715,213 11/017,202 11/023,652 11/054,701 11/150,180 11/328,455 11/380,375 11/408,166 11/549,940 11/552,830 11/559,351 11/747,730 11/830,566 11/872,635 11/941,566 11/966,639 11/987,745 12/022,963 12/044,168 12/059,157 12/110,192 12/198,633 12/228,373 12/236,255 12/250,301 12/266,690 12/336,880 12/371,770 12/406,404 12/493,682 -5-

5/16/2001 10/20/2003 11/18/2003 12/21/2004 12/29/2004 2/8/2005 6/13/2005 1/10/2006 4/26/2006 4/21/2006 10/16/2006 10/25/2006 11/13/2006 5/11/2007 7/30/2007 10/15/2007 11/16/2007 12/28/2007 12/4/2007 1/30/2008 3/7/2008 3/31/2008 4/25/2008 8/26/2008 8/12/2008 9/23/2008 10/13/2008 11/7/2008 12/17/2008 2/16/2009 3/18/2009 6/29/2009

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc.

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

6,243,674 6,282,489 6,292,769 6,336,133 6,339,754 6,339,784 6,353,855 6,370,502 6,381,599 6,385,656 6,389,127 6,424,941 6,433,795 6,449,344 6,453,073 6,496,851 6,498,982 6,510,417 6,522,779 6,522,780 6,522,782 6,539,421 6,546,095 6,556,710 6,589,290 6,603,838 6,621,892 6,640,223 6,662,340 6,665,379 6,671,402 6,677,968 6,687,734 6,690,785 6,691,105 6,691,162 6,692,359 6,701,415 6,704,031 6,704,706 6,714,793 6,750,881 6,751,299 6,754,904 6,760,580 6,772,188 6,781,608

3/2/1998 5/28/1993 5/19/2000 5/13/1998 10/29/1997 5/13/1998 3/1/1999 5/27/1999 11/15/1999 8/10/1999 6/26/1998 11/14/2000 12/7/1999 1/27/1997 3/31/1999 8/4/1999 7/10/2001 3/21/2000 12/28/2000 1/31/2001 1/31/2001 9/24/1999 1/5/2001 12/28/2000 10/29/1999 5/31/2000 7/14/2000 4/3/2002 5/30/2002 5/31/2000 12/28/2000 4/17/2001 3/21/2000 3/27/2001 2/9/2000 9/21/1999 11/8/1993 3/31/1999 6/26/2000 2/4/2002 3/6/2000 2/24/1997 5/31/2000 12/30/1999 4/1/2002 7/14/2000 8/4/2000

AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. -6-

12/511,852 12/511,864 12/535,550 12/548,338 12/550,302 12/568,905 12/569,391 12/574,437 12/574,989 12/575,121 12/576,883 12/615,136 12/623,647 12/633,290 12/633,374 12/644,711 12/651,789 12/662,909 12/685,799 12/686,162 12/689,699 12/693,282 12/693,600 12/700,696 12/702,390 12/705,365 12/719,354 12/720,959 12/722,755 12/723,778 12/728,845 12/729,797 12/754,182 12/765,045 12/772,041 12/775,794 12/780,500 12/780,571 12/781,439 12/784,737 12/786,037 12/786,129 12/791,165 12/792,111 12/801,398 12/813,708 12/815,847

7/29/2009 7/29/2009 8/4/2009 8/26/2009 8/28/2009 9/29/2009 9/29/2009 10/6/2009 10/7/2009 10/7/2009 10/9/2009 11/9/2009 11/23/2009 12/8/2009 12/8/2009 12/22/2009 1/4/2010 5/11/2010 1/12/2010 1/12/2010 1/19/2010 1/25/2010 1/26/2010 2/4/2010 2/9/2010 2/12/2010 3/8/2010 3/10/2010 3/12/2010 3/15/2010 3/22/2010 3/23/2010 4/5/2010 4/22/2010 4/30/2010 5/7/2010 5/14/2010 5/14/2010 5/17/2010 5/21/2010 5/24/2010 5/24/2010 6/1/2010 6/2/2010 6/7/2010 6/11/2010 6/15/2010

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

6,785,688 6,798,873 6,799,199 6,807,558 6,810,356 6,813,733 6,826,618 6,832,321 6,847,977 6,854,057 6,877,002 6,885,993 6,892,200 6,912,564 6,938,167 6,941,300 6,944,669 6,947,993 6,950,498 6,954,697 6,961,722 6,965,564 6,981,028 6,987,847 6,993,430 6,993,471 6,999,577 6,999,957 7,003,087 7,007,008 7,023,974 7,024,192 7,024,438 7,031,698 7,039,193 7,039,596 7,043,264 7,043,606 7,047,229 7,054,488 7,054,743 7,058,673 7,058,892 7,062,706 7,065,448 7,068,768 7,080,148

6/8/2001 3/28/2002 9/5/2000 6/2/1998 8/30/2002 5/21/2003 10/2/2001 11/2/1999 6/11/2001 9/6/2001 6/11/2001 2/4/2002 10/30/2002 5/4/2001 12/18/2002 6/11/2001 10/23/2000 1/15/2002 11/26/2003 8/4/2003 9/28/2001 2/14/2003 4/28/2000 4/15/2003 10/21/2002 11/13/1995 10/1/2003 9/5/2000 10/1/2003 12/28/2000 10/31/2002 3/31/2004 8/2/2001 5/31/2002 4/30/2001 10/30/2002 12/18/2002 10/1/2002 12/28/2000 8/2/2002 7/21/2005 8/2/2001 2/20/2002 4/29/2003 10/1/2003 1/29/2003 9/30/2002

AOL Inc. AOL Advertising Inc. The Relegence Corporation AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. The Relegence Corporation AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. -7-

12/819,343 12/828,780 12/833,434 12/838,588 12/839,129 12/839,767 12/846,329 12/848,275 12/848,318 12/851,502 12/852,769 12/878,791 12/890,366 12/897,437 12/929,959 12/940,897 12/960,326 12/963,444 12/966,593 12/983,575 12/986,121 12/986,941 12/987,609 12/987,788 13/010,046 13/015,818 13/019,783 13/023,256 13/030,986 13/034,994 13/035,035 13/035,052 13/036,949 13/037,602 13/041,250 13/041,272 13/042,031 13/048,312 13/051,207 13/051,454 13/053,903 13/072,487 13/078,278 13/081,430 13/082,862 13/087,506 13/093,147

6/21/2010 7/1/2010 7/9/2010 7/19/2010 7/19/2010 7/20/2010 7/29/2010 8/2/2010 8/2/2010 8/5/2010 8/9/2010 9/9/2010 9/24/2010 10/4/2010 2/28/2011 11/5/2010 12/3/2010 12/8/2010 12/13/2010 1/3/2011 1/6/2011 1/7/2011 1/10/2011 1/10/2011 1/20/2011 1/28/2011 2/2/2011 2/8/2011 2/18/2011 2/25/2011 2/25/2011 2/25/2011 2/28/2011 3/1/2011 3/4/2011 3/4/2011 3/7/2011 3/15/2011 3/18/2011 3/18/2011 3/22/2011 3/25/2011 4/1/2011 4/6/2011 4/8/2011 4/15/2011 4/25/2011

AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,082,573 7,089,241 7,089,246 7,107,447 7,113,520 7,120,687 7,124,123 7,124,132 7,124,136 7,124,166 7,124,370 7,127,685 7,130,388 7,130,841 7,131,003 7,133,771 7,136,829 7,143,158 7,146,505 7,149,775 7,151,938 7,152,244 7,158,615 7,158,982 7,159,180 7,165,119 7,173,608 7,174,453 7,174,454 7,181,403 7,181,444 7,181,497 7,181,513 7,184,971 7,184,995 7,188,359 7,191,223 7,193,609 7,194,357 7,194,484 7,200,577 7,207,067 7,213,018 7,213,027 7,213,036 7,216,144 7,216,361

7/30/2003 12/22/2003 5/31/2002 4/17/2003 5/31/2001 5/31/2002 6/30/2003 11/15/2002 7/3/2003 4/30/2002 5/20/2004 10/31/2002 1/11/2001 7/31/2001 2/20/2003 12/30/2002 3/8/2002 6/28/2002 6/1/1999 4/23/2002 4/15/2003 4/15/2003 1/30/2004 4/21/2003 12/14/2001 10/14/2003 11/13/2001 3/9/2001 6/18/2003 3/9/2005 5/21/2003 1/22/2003 5/31/2002 11/20/2000 2/26/2003 12/18/2002 9/5/2000 12/2/2002 5/26/2006 11/17/2003 5/1/2002 11/12/2002 1/16/2002 3/21/2000 8/12/2003 10/28/2002 11/19/2002

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. The Relegence Corporation AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. -8-

13/099,214 13/101,581 13/104,290 13/105,818 13/113,258 13/116,346 13/117,263 13/149,368 13/154,328 13/169,451 13/170,541 13/171,241 13/173,290 13/175,410 13/176,687 13/180,156 13/184,414 13/185,238 13/185,348 13/185,917 13/189,827 13/189,863 13/189,972 13/191,496 13/191,681 13/191,844 13/193,996 13/205,478 13/211,196 13/212,103 13/218,654 13/219,938 13/223,189 13/223,696 13/226,171 13/227,402 13/235,692 13/236,541 13/240,911 13/243,790 13/245,747 13/252,592 13/267,818 13/269,133 13/273,593 13/274,076 13/290,897

5/2/2011 5/5/2011 5/10/2011 1/28/2011 5/23/2011 5/26/2011 5/27/2011 5/31/2011 6/6/2011 6/27/2011 6/28/2011 6/28/2011 6/30/2011 7/1/2011 7/5/2011 7/11/2011 7/15/2011 7/18/2011 7/18/2011 7/19/2011 7/25/2011 7/25/2011 7/25/2011 7/27/2011 7/27/2011 7/27/2011 7/29/2011 8/8/2011 8/16/2011 8/17/2011 8/26/2011 8/29/2011 8/31/2011 9/1/2011 9/6/2011 9/7/2011 9/19/2011 9/19/2011 9/22/2011 9/23/2011 9/26/2011 10/4/2011 10/6/2011 10/7/2011 10/14/2011 10/14/2011 11/7/2011

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Tacoda LLC AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,219,303 7,222,157 7,222,158 7,224,774 7,224,778 7,224,988 7,225,180 7,228,417 7,231,453 7,231,644 7,237,033 7,237,201 7,237,257 7,250,939 7,254,584 7,260,200 7,260,205 7,260,836 7,263,614 7,266,609 7,266,776 7,272,597 7,277,912 7,281,029 7,281,053 7,281,215 7,283,505 7,283,906 7,284,187 7,284,207 7,287,005 7,289,617 7,290,247 7,290,278 7,292,571 7,292,987 7,295,660 7,296,243 7,299,222 7,302,703 7,305,350 7,305,385 7,305,432 7,305,470 7,305,713 7,313,384 7,320,073

5/20/2004 11/27/2002 12/31/2003 3/23/2001 12/30/2003 1/26/2006 12/28/2000 11/7/2002 4/30/2001 8/2/2002 3/6/2002 5/20/2004 6/29/2001 12/2/2002 11/15/2003 8/30/2002 12/30/2003 2/26/2002 12/31/2002 6/29/2001 12/30/2002 12/29/2004 4/27/2001 5/13/2003 4/30/2001 7/31/2002 10/31/2002 6/14/2006 5/30/1997 9/6/2006 7/31/2001 12/22/2004 4/30/2002 10/2/2003 5/31/2002 2/17/2005 12/30/2003 12/2/2002 12/30/2003 6/14/2002 4/30/2002 12/29/2004 10/23/2002 2/12/2003 10/16/2000 10/31/2002 4/7/2003

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

13/296,130 13/309,385 13/311,114 13/315,361 13/316,362 13/317,023 13/329,841 13/329,846 13/330,275 13/342,436 13/344,165 13/345,191 13/345,398 13/347,277 13/355,680 13/361,141 13/369,456 13/370,852 13/372,371 13/372,379 13/396,132 13/397,568 13/401,525 13/404,610 13/418,282 13/418,312

11/14/2011 12/1/2011 12/5/2011 12/9/2011 12/9/2011 10/7/2011 12/19/2011 12/19/2011 12/19/2011 1/3/2012 1/5/2012 1/6/2012 1/6/2012 1/10/2012 1/23/2012 1/30/2012 2/9/2012 2/10/2012 2/13/2012 2/13/2012 2/14/2012 2/15/2012 2/21/2012 2/24/2012 3/12/2012 3/12/2012

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc.

-9-

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,321,824 7,324,826 7,324,896 7,324,964 7,324,990 7,325,065 7,325,249 7,328,337 7,330,876 7,334,000 7,334,021 7,340,470 7,343,419 7,346,587 7,349,892 7,349,896 7,350,146 7,353,234 7,353,280 7,356,405 7,356,567 7,359,493 7,359,951 7,359,973 7,363,345 7,366,779 7,366,977 7,370,270 7,370,277 7,370,381 7,379,949 7,380,007 7,383,308 7,383,339 7,386,274 7,386,798 7,392,262 7,392,306 7,395,067 7,395,153 7,395,212 7,398,463 7,401,115 7,403,939 7,406,506 7,409,451 7,412,035

12/30/2002 3/8/2004 3/5/2007 12/6/2001 2/7/2002 1/30/2002 1/31/2002 11/20/2003 10/13/2000 6/21/2004 4/30/2003 10/31/2005 10/5/2001 12/6/2002 11/13/2003 12/29/2004 4/30/2002 4/30/2002 3/19/2001 5/25/2005 12/30/2004 4/11/2003 12/28/2000 3/19/2001 12/17/2002 6/19/2000 8/2/2002 10/23/2002 12/23/2002 11/22/2005 7/1/2005 4/26/2001 4/20/2004 7/31/2002 4/15/2003 12/30/2002 12/21/2004 7/24/2000 4/15/2003 12/23/2004 5/21/2001 8/2/2002 10/23/2000 5/30/2003 5/18/2007 5/30/2003 12/18/2006

MapQuest, Inc. AOL Inc. MapQuest, Inc. AOL Inc. The Relegence Corporation AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 10 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,412,050 7,412,644 7,418,395 7,421,580 7,421,661 7,424,476 7,428,580 7,428,585 7,430,609 7,430,720 7,433,783 7,434,169 7,437,457 7,437,594 7,440,562 7,444,297 7,444,678 7,447,747 7,454,564 7,454,709 7,454,714 7,454,758 7,457,855 7,461,145 7,467,232 7,468,729 7,469,292 7,472,163 7,475,067 7,475,109 7,477,729 7,478,056 7,484,176 7,487,444 7,490,238 7,490,775 7,496,604 7,496,631 7,500,262 7,506,035 7,512,652 7,516,182 7,519,052 7,519,559 7,523,103 7,526,728 7,526,730

7/21/2004 8/23/2003 12/11/2006 8/12/2002 9/30/2002 4/16/2004 11/26/2003 7/31/2003 4/30/2002 3/5/2004 9/11/2007 3/20/2003 9/8/2003 1/23/2003 8/30/2007 6/13/2002 6/14/2004 2/4/2003 4/26/2006 11/10/2003 4/1/2002 2/5/2004 1/27/2006 11/27/2006 6/20/2006 12/21/2004 12/17/2004 12/30/2002 7/9/2004 12/23/2003 10/27/2006 4/30/2002 12/30/2003 12/2/2002 7/24/2007 12/30/2004 2/4/2002 6/13/2003 4/29/2003 12/31/2002 6/28/2002 6/18/2002 2/28/2006 10/29/2004 11/1/2005 6/30/2006 9/30/2003

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 11 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,526,775 7,536,411 7,539,942 7,543,018 7,546,337 7,546,537 7,548,956 7,552,172 7,555,721 7,558,805 7,558,828 7,558,955 7,561,965 7,562,069 7,567,662 7,571,157 7,577,709 7,584,194 7,587,669 7,590,695 7,590,696 7,591,004 7,593,928 7,594,003 7,596,804 7,599,792 7,599,990 7,600,032 7,602,895 7,603,413 7,603,417 7,603,629 7,603,700 7,606,580 7,606,597 7,613,690 7,613,776 7,613,779 7,617,121 7,617,458 7,620,363 7,620,691 7,624,103 7,624,172 7,624,274 7,624,416 7,627,635

5/16/2001 6/30/2006 6/14/2004 6/5/2001 5/18/2000 2/19/2004 12/30/2003 9/17/2007 12/30/1998 3/1/2006 12/30/2003 11/19/2003 5/14/2008 12/29/2004 12/29/2004 12/29/2004 2/17/2006 11/22/2005 4/16/2004 5/7/2004 7/21/2004 7/28/2005 1/29/2007 8/2/2005 12/22/2004 10/31/2007 6/2/2008 6/8/2007 9/29/2004 4/7/2006 12/30/2003 12/27/2006 12/29/2004 9/29/2005 1/22/2008 3/21/2006 12/30/2003 6/28/2004 11/10/2000 10/10/2000 5/16/2001 1/9/2007 10/4/2006 7/24/2000 12/21/2004 10/4/2006 7/28/2004

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 12 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,627,830 7,636,751 7,636,755 7,636,777 7,640,232 7,640,306 7,640,336 7,644,166 7,647,375 7,647,381 7,650,383 7,653,379 7,653,693 7,660,784 7,664,673 7,664,767 7,668,775 7,668,946 7,676,500 7,685,237 7,689,349 7,689,649 7,689,655 7,693,944 7,694,013 7,698,173 7,698,649 7,702,675 7,703,010 7,707,226 7,707,261 7,707,262 7,707,627 7,711,193 7,716,038 7,716,236 7,716,287 7,720,037 7,720,836 7,721,329 7,725,110 7,725,475 7,725,481 7,725,544 7,725,580 7,725,587 7,730,137

11/12/2003 11/18/2003 12/30/2003 2/13/2007 10/14/2003 11/18/2003 12/30/2002 12/30/2003 12/22/2003 4/4/2005 3/15/2005 12/4/2007 4/16/2004 5/30/2003 3/29/2001 3/24/2008 4/17/2006 8/30/2002 10/23/2006 10/19/2005 12/28/2005 12/31/2002 6/30/2005 6/10/2004 5/29/2007 10/30/2007 7/13/2007 11/11/2006 5/23/2008 1/29/2007 7/21/2008 12/28/2004 6/25/2007 11/7/2006 11/6/2007 11/13/2006 12/20/2004 8/3/2006 7/7/2004 1/15/2004 11/17/2006 12/21/2004 3/3/2008 10/14/2003 10/31/2003 6/29/2001 12/22/2003

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 13 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,730,143 7,734,042 7,734,708 7,734,795 7,739,370 7,739,408 7,739,508 7,739,602 7,739,611 7,742,999 7,743,056 7,746,787 7,747,603 7,752,186 7,752,321 7,756,928 7,760,707 7,765,265 7,765,484 7,765,584 7,766,748 7,769,042 7,769,811 7,774,342 7,774,410 7,774,711 7,774,857 7,779,009 7,779,076 7,779,345 7,783,532 7,783,592 7,783,622 7,783,980 7,788,376 7,797,338 7,797,442 7,805,007 7,809,605 7,809,710 7,813,959 7,814,425 7,818,116 7,818,314 7,818,371 7,818,379 7,819,749

12/29/2006 12/22/2004 12/22/2003 6/12/2006 11/14/2008 12/12/2008 10/27/2006 6/24/2003 4/25/2006 4/30/2002 12/29/2006 8/31/2005 4/10/2007 12/20/2004 12/29/2003 12/30/2002 12/27/2004 9/29/2005 4/30/2002 12/4/2006 12/15/2003 9/18/2006 12/24/2003 7/21/2008 11/18/2003 9/29/2005 12/3/2007 1/27/2006 11/27/2002 7/30/2003 5/17/2007 1/10/2007 10/3/2006 10/18/2005 11/28/2007 12/9/2004 2/7/2008 4/1/2010 3/28/2006 2/13/2004 3/28/2006 12/29/2006 12/30/2002 12/29/2004 11/13/2006 12/23/2004 12/21/2004

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL ADVERTISING Inc. AOL Inc. AOL Inc. - 14 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,822,636 7,822,703 7,827,128 7,828,661 7,831,384 7,831,441 7,835,859 7,835,937 7,835,938 7,835,939 7,836,194 7,849,307 7,853,702 7,865,387 7,865,839 7,869,941 7,870,089 7,870,197 7,870,199 7,870,215 7,872,640 7,877,450 7,877,697 7,882,360 7,885,974 7,886,232 7,890,123 7,890,661 7,894,588 7,895,335 7,895,446 7,899,257 7,899,862 7,900,148 7,904,238 7,904,473 7,904,531 7,904,554 7,907,966 7,908,227 7,908,327 7,908,554 7,908,644 7,912,745 7,912,836 7,913,176 7,920,965

7/1/2000 12/31/2001 6/4/2008 12/21/2004 12/30/2005 6/27/2008 4/28/2006 10/15/2007 10/31/2007 10/31/2007 10/05/2007 12/22/2006 8/1/2008 5/23/2002 12/23/2004 12/28/2007 5/31/2002 9/29/2005 10/6/2003 8/26/2009 12/29/2006 1/30/2008 10/5/2007 12/20/2004 11/18/2003 9/12/2006 10/19/2009 5/16/2001 12/21/2004 6/29/2001 9/25/2006 9/1/2010 11/18/2003 5/5/2008 1/8/2008 4/3/2006 10/10/2008 12/23/2009 7/19/2005 1/12/2007 11/18/2003 12/29/2004 4/19/2007 11/30/2009 1/28/2008 12/21/2004 12/29/2006

AOL Advertising Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Advertising Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. MapQuest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. Mapquest, Inc. - 15 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

7,921,157 7,921,163 7,924,989 7,925,542 7,925,615 7,925,709 7,929,976 7,930,409 7,937,412 7,937,422 7,941,753 7,945,674 7,949,671 7,949,759 7,954,146 7,954,155 7,958,243 7,962,094 7,962,504 7,962,845 7,966,626 7,970,598 7,970,750 7,974,875 7,979,802 7,983,488 7,984,029 7,984,061 7,984,098 7,986,938 7,987,198 7,987,236 7,988,560 7,991,636 7,991,911 7,996,460 7,996,881 7,996,910 8,001,190 8,001,199 8,001,200 8,001,244 8,001,254 8,005,511 8,005,813 8,005,919 8,010,371

10/16/2006 8/27/2004 10/11/2006 10/24/2008 2/23/2009 12/5/2008 5/7/2007 2/23/2006 5/18/2010 11/3/2006 12/29/2006 12/29/2003 3/21/2000 12/29/2003 1/6/2009 1/28/2008 4/28/2008 6/9/2008 5/24/2006 4/28/2006 6/11/2007 8/16/2001 3/10/2009 3/21/2000 5/17/2002 2/11/2011 6/23/2008 4/14/2008 7/25/2001 12/16/2009 2/17/2010 3/11/2010 9/29/2005 04/13/2004 3/26/2010 07/14/2008 11/9/2005 11/30/2006 12/11/2002 11/25/2009 1/12/2010 4/12/2010 4/28/2010 9/17/2009 9/12/2007 8/29/2003 8/25/2008

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 16 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

8,010,474 8,010,680 8,010,783 8,011,000 8,015,247 8,015,607 8,019,363 8,023,957 8,024,206 8,024,413 8,024,447 8,024,484 8,024,572 8,026,918 8,027,694 8,027,989 8,028,092 8,028,325 8,037,139 8,037,147 8,037,150 8,041,768 8,059,654 8,060,566 8,060,856 8,073,614 8,073,867 8,073,916 8,073,948 8,078,614 8,078,625 8,078,678 8,082,311 8,082,348 8,082,511 8,087,019 8,094,800 8,095,303 8,095,596 8,095,597 8,099,667 8,099,780 8,103,546 8,103,729 8,103,734 8,103,960 8,108,425

6/25/2007 6/3/2009 3/14/2005 12/13/2004 9/27/2006 3/11/2009 2/4/2004 5/14/2010 8/30/2001 7/14/2009 12/30/2009 4/24/2009 12/22/2004 11/21/2007 1/29/2008 4/12/2010 6/28/2002 2/6/2006 12/21/2004 9/3/2009 5/18/2004 3/19/2001 5/7/2010 10/1/2008 11/18/2005 12/7/2010 05/21/2008 8/6/2009 9/10/2010 10/30/2008 9/11/2006 5/27/2011 8/4/2009 12/30/2005 2/14/2008 10/31/2006 3/19/2007 4/29/2008 6/8/2010 5/1/2001 5/20/2009 11/1/2006 12/29/2004 10/6/2008 12/8/2010 9/26/2008 9/10/2010

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Lightningcast LLC AOL Inc. AOL Inc. AOL Inc. AOL Inc. - 17 -

Seller Domestic
Patents Filing Date Owner Applications Filing Date Owner

8,108,436 8,112,550 8,117,069 8,117,265 8,121,963 8,122,057 8,122,087 8,122,137 8,122,363 8,130,755 8,130,931 8,131,555 8,132,103 8,132,110 8,135,539 8,135,737 8,135,744 8,140,703 8,146,826 8,150,892 D393,634 D395,296 D397,100 D445,705 D446,143 D463,379 D468,296 RE40,804 RE41,411 RE42,702

2/13/2008 10/13/2006 2/18/2011 12/30/2003 10/5/2010 5/2/2011 3/21/2006 2/13/2009 5/4/2001 6/11/2007 7/30/2007 3/21/2000 9/6/2006 8/5/2003 7/9/2010 3/24/2008 9/28/2010 10/2/2001 12/30/2004 8/12/2003 9/18/1995 10/11/1994 9/26/1994 11/10/2000 11/10/2000 11/10/2000 11/10/2000 6/7/2006 6/7/2006 6/25/2010

AOL Inc. Tacoda LLC AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Mapquest, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Seller Foreign

Patents

Jurisdiction

Filing Date

Owner

AT173102T AT242577T AT527811T AT534987T AU733290B2 AU2001245497B2 AU2002340039B2 AU2004260484B2 AU2005262365B2 AU2005309617B2 AU2007200208B2

Austria Austria Austria Austria Australia Australia Australia Australia Australia Australia Australia - 18 -

5/24/1996 3/19/1997 6/23/1998 5/20/2004 11/14/1997 3/6/2001 9/27/2002 7/21/2004 7/1/2005 11/22/2005 1/18/2007

AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc.

Seller Foreign
Patents Jurisdiction Filing Date Owner

AU5169996 AU713756B2 AU719715B2 AU725838B2 AU727706B2 AU744117B2 AU748282B2 AU749596B2 AU772598B2 CA2177441C CA2216387C CA2235249C CA2235275C CA2244787C CA2249259C CA2252045C CA2268147C CA2270969C CA2279855C CA2290524C CA2307718C CA2316256C CA2357494C CA2358857C CA2373520C CA2381174C CA2390184 CA2390184C CA2400807C CA2403520C CA2403709C CA2417244C CA2417625C CA2503453C CA2506417C CA2541244C CA2547240C CA2568095C CA2591578C CN100337461C CN100401733C CN100428106C CN100476805C CN100483384C CN100486370C CN100571297C CN1226886C

Australia Australia Australia Australia Australia Australia Australia Australia Australia Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada China China China China China China China China

2/14/1996 10/21/1996 3/19/1997 5/15/1998 10/21/1996 9/30/1997 5/29/1998 6/23/1998 3/30/2000 5/27/1996 11/13/1996 10/21/1996 10/21/1996 1/24/1997 3/19/1997 4/11/1997 9/30/1997 11/7/1997 1/28/1998 5/15/1998 10/28/1998 12/22/1998 11/7/1997 3/19/1997 5/25/2000 8/4/2000 10/31/2000 10/31/2000 3/6/2001 3/19/2001 3/19/2001 7/25/2001 10/9/2001 11/20/2003 11/17/2003 10/1/2004 11/19/2004 6/23/1998 4/11/1997 3/19/2001 3/19/2001 12/20/2000 11/17/2003 4/30/2002 9/3/2004 7/21/2004 3/6/2001 - 19 -

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Foreign
Patents Jurisdiction Filing Date Owner

CN1278537C CN1293740C CN1313897C CN1322448C DE60014363T2 DE60016042T2 DE60041790D1 DE60103625T2 DE60130003T2 DE60132433T2 DE60141324D1 DE60144233D1 DE602004026761D1 DE60322938D1 DE69600905T2 DE69613577T2 DE69629485T2 DE69631792T2 DE69722601T2 DE69735009T2 DE69736298T2 DE69802925T2 DE69829584T2 EP1002417B1 EP1013044B1 EP1040431B1 EP1181686B1 EP1252560B1 EP1264413B1 EP1264469B1 EP1266507B1 EP1269732B1 EP1303974B1 EP1325425B1 EP1480201B1 EP1565845B1 EP1629457B1 EP1678930B1 EP749081B1 EP830784B1 EP856185B1 EP870251B1 EP888689B1 EP958587B1 EP983540B8 ES2288522T3 GB2317474

China China China China Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany European European European European European European European European European European European European European European European European European European European European European European Spain United Kingdon - 20 -

6/23/1998 7/25/2001 5/19/2000 8/4/2000 5/25/2000 12/20/2000 5/25/2000 3/19/2001 10/9/2001 3/19/2001 3/6/2001 7/25/2001 10/1/2004 11/17/2003 5/24/1996 3/8/1996 10/21/1996 10/21/1996 3/19/1997 9/30/1997 4/11/1997 5/18/1998 12/22/1998 6/23/1998 9/30/1997 12/22/1998 5/25/2000 12/20/2000 3/6/2001 3/19/2001 3/19/2001 3/16/2001 7/25/2001 10/9/2001 5/25/2000 11/17/2003 5/20/2004 10/1/2004 5/24/1996 3/8/1996 10/21/1996 10/21/1996 3/19/1997 4/11/1997 5/15/1998 10/9/2001 2/14/1996

AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Foreign
Patents Jurisdiction Filing Date Owner

HK1026486A1 HK1057302A1 HK1087801A1 IN234319 IN238819 IN241192 JP03233410B2 JP03271985B2 JP03722295B2 JP03819295B2 JP03914921B2 JP03933701B2 JP03983286B2 JP03996769B2 JP04065411B2 JP04467220B2 JP04890717B2 JP3819295 KR503128B1 KR693681B1 KR749456B1 KR799658B1 MX2004PA002788A MX2005PA005313A

Hong Kong Hong Kong Hong Kong India India India Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Korea Korea Korea Korea Mexico Mexico Seller Foreign

9/5/2000 1/2/2004 7/14/2006 10/28/2003 10/28/2003 5/25/2006 10/21/1996 3/19/1997 5/15/1998 10/31/2000 3/31/2003 9/30/1997 3/8/1996 12/19/2000 4/30/2002 3/19/2001 3/6/2001 10/31/2000 9/4/2000 9/30/2004 9/3/2005 5/18/2005 3/24/2004 5/18/2005

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Applications

Jurisdiction

Filing Date

Owner

AU199653596A AU199714061A AU199717083A AU199726642A AU199852008A AU199913667A AU199919375A AU199919401A AU199920281A AU199920930A AU200051485A AU200131259A AU200145497A AU200145826A AU200145827A AU200147456A AU200155831A

Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia - 21 -

3/8/1996 11/13/1996 1/24/1997 4/11/1997 11/7/1997 10/28/1998 12/22/1998 12/22/1998 1/6/1999 12/23/1998 5/19/2000 1/31/2001 3/6/2001 3/19/2001 3/19/2001 3/16/2001 4/9/2001

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Foreign
Applications Jurisdiction Filing Date Owner

AU200166784A AU200177145A AU200187251A AU200213208A AU200213470A AU2002256379A1 BR199611056A BR200416988A CA2445869A1 CA2462037A1 CA2486135A1 CA2496822A1 CA2526187A1 CA2533514A1 CA2547294A1 CA2588219A1 CA2588824A1 CA2592387A1 CA2592577A1 CA2592803A1 CA2596279A1 CA2674031A1 CA2731259A1 CN101044478A CN101291330B CN101815039A CN1578952B CN1781291B CN1801962B EP1344162A2 EP1346543A2 EP1360603A2 EP1384157A4 EP1428139A4 EP1466287A4 EP1535141A4 EP1535180A4 EP1563636A4 EP1602051A2 EP1654860A4 EP1659746A3 EP1792437A2 EP1829346A4 EP1836595A2 EP1849087A4 EP2078282A4 EP2118734A4

Australia Australia Australia Australia Australia Australia Brazil Brazil Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada China China China China China China European European European European European European European European European European European European European European European European European European - 22 -

6/8/2001 7/25/2001 3/16/2001 10/15/2001 10/9/2001 4/30/2002 10/21/1996 11/19/2004 4/30/2002 9/27/2002 5/19/2003 8/27/2003 5/20/2004 7/21/2004 3/6/2001 11/22/2005 11/30/2005 12/20/2005 12/29/2005 12/30/2005 1/27/2006 12/28/2007 4/11/1997 7/1/2005 9/30/1997 9/27/2002 9/27/2002 3/3/2004 3/6/2001 12/19/2000 10/15/2001 9/21/2000 4/30/2002 8/14/2002 1/17/2003 5/19/2003 8/27/2003 11/20/2003 3/3/2004 7/21/2004 9/30/1997 8/29/2005 12/22/2005 11/30/2005 12/30/2005 10/16/2007 12/28/2007

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Foreign
Applications Jurisdiction Filing Date Owner

EP2132651A2 EP2395700A2 EP876644A4 HU199700604A3 IL119364A IL121501A IL175856D0 IN2003KN01515 IN2004DN00708 IN2004KN00915 IN2004KOL279 IN2005DN02323 IN2005DN04437 IN2005DN04537 IN2005DN05804 IN2006DN00855 IN2006KN00863 IN2006KN01380 IN2006KN03068 IN2007DN00228 IN2007DN01642 IN2007DN04295 IN2007DN05429 IN2007DN05554 JP10503899A JP11513813A JP2000508451A JP2001503893A JP2001507471A JP2001513603A JP2002505020A JP2002510410A JP2002540533A JP2003501715A JP2003506783A JP2003510687A JP2003518283A JP2003521784A JP2003527666A JP2003528539A JP2003533909A JP2004505363A JP2004510215A JP2004513419A JP2004514190A JP2004533755A JP2004535118A

European European European Hungary Israel Israel Israel India India India India India India India India India India India India India India India India India Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan - 23 -

2/27/2008 4/30/2002 1/24/1997 3/18/1997 10/6/1996 8/8/1997 5/23/2006 11/20/2003 3/19/2004 6/29/2004 5/28/2004 6/1/2005 9/30/2005 10/6/2005 12/13/2005 2/20/2006 4/7/2006 5/23/2006 10/23/2006 1/9/2007 3/1/2007 6/6/2007 7/13/2007 7/18/2007 7/14/1995 10/21/1996 4/11/1997 11/7/1997 11/14/1997 6/23/1998 5/29/1998 1/28/1998 3/30/2000 6/1/2000 8/4/2000 9/18/2000 12/20/2000 1/31/2001 9/21/2000 3/19/2001 3/16/2001 7/25/2001 5/19/2000 10/9/2001 3/16/2001 4/30/2002 5/25/2001

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Advertising Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Seller Foreign
Applications Jurisdiction Filing Date Owner

JP2005505054A JP2005516280A JP2006510123A JP2006524866A JP2007516671A JP2008027454A JP2008505407A JP2008521147A JP2009054174A JP2009193591A JP9269923A KR2002093852A KR2005121222A KR2007085041A (c)(i) None. (c)(ii) [****]

Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Korea Korea Korea

9/27/2002 1/8/2003 11/17/2003 3/26/2004 11/19/2004 8/8/2007 7/1/2005 11/22/2005 10/8/2008 3/17/2009 6/12/1996 9/23/2002 9/26/2005 6/26/2006

AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. Truveo, Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc. AOL Inc.

Company Domestic
Patents Filing Date Owner

5,657,390 5,671,279 5,724,508 5,757,669 5,774,670 5,825,890 5,826,242 5,864,852 5,877,759 5,892,761 5,895,465 5,917,491 5,943,665 5,978,817 5,987,608 6,014,135

8/25/1995 11/13/1995 3/9/1995 5/31/1995 10/6/1995 7/1/1997 8/27/1997 4/26/1996 3/26/1997 10/31/1995 9/9/1997 8/29/1997 9/9/1997 3/21/1997 5/13/1997 4/4/1997 - 24 -

Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp.

Company Domestic
Patents Filing Date Owner

6,021,228 6,023,726 6,029,196 6,034,683 6,035,121 6,035,278 6,047,330 6,055,572 6,064,982 6,069,633 6,076,104 6,081,805 6,081,899 6,092,068 6,094,485 6,108,651 6,130,670 6,138,107 6,167,451 6,175,853 6,175,864 6,181,322 6,182,117 6,189,024 6,195,091 6,195,094 6,195,679 6,216,122 6,252,597 6,327,611 6,341,280 6,343,377 6,345,284 6,366,913 6,389,534 6,397,330 6,401,092 6,535,879 6,574,675 6,658,453 6,717,580 6,854,085 6,862,616 6,889,247 6,950,819 7,003,554 7,013,390

10/14/1997 1/20/1998 6/18/1997 6/19/1997 7/7/1997 7/8/1997 1/20/1998 1/20/1998 11/12/1997 9/18/1997 9/4/1997 9/10/1997 1/9/1998 8/5/1997 9/18/1997 2/2/1999 7/29/1997 1/4/1996 1/20/1998 9/17/1996 6/30/1997 11/7/1997 6/12/1997 1/6/1998 12/10/1997 9/29/1998 1/6/1998 11/19/1997 2/14/1997 11/4/1998 10/30/1998 12/30/1997 6/6/1997 10/21/1998 9/30/1997 9/30/1997 9/25/1998 2/18/2000 9/22/1999 5/28/1999 2/2/2000 7/15/1999 3/20/2000 1/29/2001 11/22/1999 3/20/2000 10/30/2001 - 25 -

Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp.

Company Domestic
Patents Filing Date Owner

7,133,833 7,281,203 7,328,405 7,337,173 7,340,406 7,360,241 7,478,142 7,685,431 D427,979 D499,739 RE42,892

10/27/1998 9/29/1998 12/9/1998 12/4/1997 9/21/2000 8/3/2001 9/29/1998 3/20/2000 4/17/1997 7/5/1997 10/17/2002 Company Domestic

Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp.

Applications

Filing Date

Owner

11/868,228 12/023,352

10/5/2007 1/31/2008 Company Foreign

Netscape Communications Corp. Netscape Communications Corp.

Patents

Jurisidiction

Filing Date

Owner

AU769089B2 CN100414471C CA2369958C JP04028233B2

Australia China Canada Japan

5/11/2000 10/19/2000 5/11/2000 5/11/2000 Company Foreign

Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp. Netscape Communications Corp.

Applications

Jurisidiction

Filing Date

Owner

JP2003515806A

Japan

10/19/2000 - 26 -

Netscape Communications Corp.

Section 3.6 Encumbrances and Liens; Standards-Setting Organizations. (a) [****] (b) [****] (c) [****] - 27 -

Section 3.8(a) Undisclosed Liabilities. None. - 28 -

Section 5.4 Conduct of Business. None. - 29 -

Section 5.7(a) Restructuring Transactions. Assets None. Liabilities None. Agreement [****] - 30 -

Section 8.1 Survival. (a) [****] (b) [****] - 31 -

Exhibit 10.2 EXECUTION VERSION THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [****] INTELLECTUAL PROPERTY MATTERS AGREEMENT between AOL INC. and MICROSOFT CORPORATION

Dated as of June 15, 2012

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; INTERPRETATION 1.1 Defined Terms ARTICLE II LICENSE TO SELLER TRANSFERRED PATENTS 2.1 2.2 2.3 2.4 License to Seller Transferred Patents Future Transfers of Subsidiaries and Assets No Sublicense Rights Future Patent Transfer ARTICLE III DEFENSIVE TERMINATION, LICENSE AND MUTUAL RELEASE Purchaser to Seller - Defensive Termination Seller to Purchaser - License Subsidiaries' Rights Future Patent Transfer Mutual Release Defensive Termination [****] ARTICLE IV CONFIDENTIALITY Confidentiality Agreement ARTICLE V TRANSFERABILITY Transferability Reservation ARTICLE VI MISCELLANEOUS Counterparts Governing Law; Jurisdiction and Forum; Waiver of Jury Trial -i3 3 4 4 1

3.1 3.2 3.3 3.4 3.5 3.6

4 5 5 5 5 5

4.1

5.1 5.2

6 7

6.1 6.2

7 7

6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12

Entire Agreement Notices Successors and Assigns Third-Party Beneficiaries Amendments and Waivers Bankruptcy Specific Performance Proper Authority Warranty Disclaimers Severability - ii -

8 8 9 9 9 9 9 10 10 10

INTELLECTUAL PROPERTY MATTERS AGREEMENT This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of June 15, 2012 (this "Agreement"), is between AOL Inc., a Delaware corporation ("Seller") and Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington, USA 98052 ("Purchaser"). Seller and Purchaser are referred to herein from time to time collectively as the "Parties." RECITALS WHEREAS, Seller and Purchaser entered into a Stock and Asset Purchase Agreement, dated April 5, 2012 (the "SAPA"); WHEREAS, the SAPA requires the execution and delivery of this Agreement by the Parties hereto at the Closing; and WHEREAS, after the Closing the Parties will respectively Control certain Patents and they desire to grant certain rights with respect to such Patents to the other Party from and after the Closing. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION 1.1 Defined Terms. For the purposes of this Agreement, capitalized terms used but not defined herein shall have the meanings assigned to them in the SAPA, and the following terms shall have the following meanings: "Acquiring Entities" shall have the meaning set forth in Section 5.1. "Agreement" shall have the meaning set forth in the Preamble. "Bankruptcy Code" shall have the meaning set forth in the Section 6.8. "Change of Control" shall be deemed to have occurred through any one or more of the following transactions (whether effected as a single transaction or series of transactions): (i) a sale, transfer or other disposition of all or substantially all of the assets of a Party and its Subsidiaries on an aggregate basis; (ii) a spin-off, split-off or other pro rata distribution of more than 50% of the equity interests of a Party and its Subsidiaries on an aggregate basis to all of the public shareholders of the ultimate parent company of such Party and its Subsidiaries; (iii) a merger, business combination, consolidation, reorganization, corporate restructuring or other similar transaction involving a Party and its Subsidiaries on an aggregate basis, regardless of whether such Party is the surviving corporation thereof; or (iv) the acquisition by a Person of more than 50% of the total combined voting power of a Party and any of its Subsidiaries on an aggregate basis.

"Control" (including, without limitation, with correlative meaning, "Controls," "Controlled by," or "under Common Control with") of an asset or Person means possessing the power, directly or indirectly, to direct the management, activities and policies related to an asset or of a Person, whether through ownership of securities or by contract, or otherwise and is not limited solely to Persons that possess a majority ownership interest in such entity or person. As a non-limiting example relating to Patents, [****]. "Covered Third Parties" shall mean a Party's and its Subsidiaries' [****] direct and indirect customers, end-users, developers, vendors, distributors, licensees and suppliers of such Party's Products or Services, or components thereof, but only to the extent that the activities of a Covered Third Party are directed to such Party's Products or Services. "Execution Date" means April 5, 2012. "Licensee" shall have the meaning set forth in Section 2.1. "Parties" shall have the meaning set forth in the Preamble to this Agreement. ".pdf" shall have the meaning set forth in Section 6.1. "Products or Services" shall mean the [****] software, products and services of a Party [****], including, without limitation, all hardware, object code, source code, know-how, inventions, trade secrets, designs, innovations and technology incorporated into and associated with developing, producing and operating such software, products and services, including without limitation embodiments or digital implementations of such software, products and services, such as Internet websites and software applications. "Purchaser" shall have the meaning set forth in the Preamble. "Purchaser Patents" shall mean: (i) all Patents owned or Controlled by Purchaser and its Subsidiaries throughout the world (excluding the Seller Transferred Patents) entitled to an effective filing date prior to or as of the Closing Date (for clarity, in the event a given application has more than one effective filing date, then the earliest such date shall be the relevant one for purposes of this definition) and (ii) any other Patents owned or Controlled by Purchaser and its Subsidiaries having an effective filing date after the Closing Date that are entitled to priority from a Patent qualifying as a Purchaser Patent under clause (i). "Releasor" shall have the meaning set forth in Section 3.5. "SAPA" shall have the meaning set forth in the Recitals. "Sale" shall have the meaning set forth in Section 2.1. "Seller" shall have the meaning set forth in the Preamble. -2-

"Seller Retained Patents" shall mean: (i) all Patents owned or Controlled by Seller and its Subsidiaries throughout the world entitled to an effective filing date prior to or as of the Closing Date (for clarity, in the event a given application has more than one effective filing date, then the earliest such date shall be the relevant one for purposes of this definition); and (ii) any other Patents owned or Controlled by Seller and its Subsidiaries having an effective filing date after the Closing Date that are entitled to priority from a Patent qualifying as a Patent under clause (i). "Seller Transferred Patents" shall mean the Company Patents and the Transferred Patents. "Subsidiary" shall mean an Affiliate [****]. "Subsequent Acquiring Entities" shall have the meaning set forth in Section 5.1. "Transferor" shall have the meaning set forth in Section 5.1. ARTICLE II LICENSE TO SELLER TRANSFERRED PATENTS 2.1 License to Seller Transferred Patents. Effective as of the Closing, Purchaser hereby grants to Seller and its Subsidiaries (each, for purposes of this Article II, a "Licensee"), under the Seller Transferred Patents, and for the lives thereof, a perpetual and irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive, non-assignable (except as set forth in Section 2.2 and 5.1 below) license to make, have made (for Licensee and for distribution by or on behalf of Licensee), use, sell, offer for sale, import, export, distribute, lease, develop and otherwise dispose of or exploit (collectively "Sell", "Sale" or "Sold") any Products or Services of Seller or of Seller's Subsidiaries covered by the claims of the Seller Transferred Patents. The foregoing license includes the Sale by Licensee and Licensee's Covered Third Parties of a combination of such Products and Services with products and services of a Covered Third Party but only to the extent that for any given claim of a Seller Transferred Patent covering such combination, such Product or Service (or a portion thereof) in such combination meets or performs at least one material limitation of such claim. The parties intend that the rights set forth in this Section 2.1, with respect to the Seller Transferred Patents, [****]. 2.2 Future Transfers of Subsidiaries and Assets. The license grant in Section 2.1 shall: (a) subject to Section 2.2(e), continue to be retained by any entity that is a Subsidiary of Seller as of the Closing Date even if such Subsidiary of Seller, subsequent to the Closing Date, is no longer a Subsidiary of Seller (including following any further changes in the Person controlling such Subsidiary) ("Former Subsidiary"); provided, however, that the license grant in Section 2.1 shall apply only (1) [****], and (2) [****]. Notwithstanding the foregoing, the license shall not apply to any existing or future software, technology, products or services of any Third Party (or any Affiliates of such Third Party) that Controls such Former Subsidiary; -3-

(b) subject to Section 2.2(e), continue to apply to sales of an asset of Seller and Seller's Subsidiaries by an acquiring Third Party of such asset in the event that all rights, title and interest in such asset is sold, transferred or otherwise disposed of by Seller or Seller's Subsidiaries, as applicable (including, without limitation, the sale of a business of Seller or Seller's Subsidiaries or a sale of the technology associated with a Seller Product or Service)("Former Asset"); provided, however, that the license grant in Section 2.1 shall apply only (1) [****], and (2) [****]. Notwithstanding the foregoing, the license grant in Section 2.1 not apply to any assets, software, technology, products or services of the Third Party (or Affiliates of such Third Party) that Controls such Former Asset; and (c) [****]. (d) Nothing in this Section 2.2 shall in any way limit, diminish or otherwise impact the license granted under Section 2.1 to Seller or Seller's Subsidiaries as of the Closing Date that remain Subsidiaries of Seller after the transactions contemplated in Sections 2.2(a) and (b). (e) For the continuation of the license provided in Sections 2.2(a) and (b) to extend to a Former Subsidiary or Former Asset ("Covered Spinouts"), Seller must provide written notice to Purchaser designating such Former Subsidiary or Former Asset as such. No license rights shall continue for any Former Subsidiaries or Former Assets other than Covered Spin-outs. 2.3 No Sublicense Rights. The license grant in Section 2.1 does not confer the right to grant or otherwise transfer via sublicense any rights under the license to any Third Parties, including no right to provide any licenses or any other rights to Third Parties under the Seller Transferred Patents [****]. 2.4 Future Patent Transfer. Purchaser may freely assign, sell, or otherwise transfer the Seller Transferred Patents and/or any exclusionary rights thereof to another Person, provided such Person agrees in writing to be legally bound by the patent licenses granted to Seller and its Subsidiaries herein prior to such transfer. For the avoidance of doubt, the Purchaser cannot transfer the Seller Transferred Patents without obligating the purchaser of the Seller Transferred Patents to be bound by the license provisions in this Agreement. ARTICLE III DEFENSIVE TERMINATION, LICENSE AND MUTUAL RELEASE 3.1 Purchaser to Seller Defensive Termination. Effective as of the Closing, if Purchaser or a Person controlled by Purchaser files a lawsuit [****] against Seller [****], then Seller may terminate the License provided in Section 3.2 to Purchaser and Purchaser's Subsidiaries for any Seller Retained Patents owned and controlled by Seller at the time of the lawsuit, effective as of the date Seller provides written notice of termination to Purchaser, unless Purchaser dismisses such lawsuit within thirty (30) days of receiving such notice of termination ("DT Rights"). Such termination shall not affect the License provided to Seller in Section 2.1, which shall continue and survive pursuant to its terms. The DT Rights (1) are personal to Purchaser, Seller and their Subsidiaries [****]. -4-

3.2 Seller to Purchaser License. Effective as of the Closing, Seller hereby grants to Purchaser [****] (each, for purposes of this Article III, a "Licensee"), under the Seller Retained Patents, and for the lives thereof, a perpetual and irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive, non-assignable (except as set forth in Section 5.1 below) license to Sell any Products or Services of Purchaser [****] covered by the claims of the Seller Retained Patents. The foregoing license includes the Sale by Licensee and Licensee's Covered Third Parties of a combination of such Products and Services with products and services of a Covered Third Party but only to the extent that for any given claim of a Seller Retained Patent covering such combination, such Product or Service (or a portion thereof) in such combination meets or performs at least one material limitation of such claim. 3.3 Subsidiaries' Rights. The DT Rights and the license in Section 3.2 shall (a) [****], and (b) [****]. 3.4 Future Patent Transfer. Seller may freely assign, sell, or otherwise transfer one or more of the Seller Retained Patents and/or any exclusionary rights thereof ("Recipient Patents") to another Person, ("Patent Recipient") provided Patent Recipient agrees in writing to be legally bound by the patent licenses granted to Purchaser and its Subsidiaries herein prior to such transfer. For the avoidance of doubt, the Seller cannot transfer the Seller Retained Patents without obligating the purchaser of the Seller Retained Patents to be bound by the license provisions in this Agreement. 3.5 Mutual Release. Each Party (as "Releasor") on behalf of itself, its Subsidiaries which are its Subsidiaries on the Closing Date and any Person Controlled by Releasor that has rights under the Releasor's Patents, including but not limited to the right to license or enforce the Patents, and on behalf of its and their respective predecessors, successors, heirs and assigns, administrators, executors, attorneys, insurers, agents, servants, suppliers, employees, officers, directors, and representatives, irrevocably releases the other Party, its Subsidiaries which are its Subsidiaries on the Closing Date and its and their respective predecessors, successors, heirs and assigns, administrators, executors, attorneys, insurers, agents, servants, suppliers, employees, officers, directors, and representatives from any and all claims of infringement of Releasor's Patents (including in the case of Purchaser, the Seller Transferred Patents and Purchaser Patents, and including in the case of Seller, the Seller Retained Patents) for claims that are based on acts prior to the Closing Date. ("Release"). The Release will extend to Covered Third Parties but only with respect to Products or Services of Releasors and their Subsidiaries. The Release shall not apply to any Person other than the persons named in this Section 3.5 and shall not apply to the manufacture, use, sale, offer for sale, import, or other disposition of any products or services by any Person other than the Products or Services provided to or by the Parties and their Subsidiaries. 3.6 Defensive Termination [****]. [****] -5-

ARTICLE IV CONFIDENTIALITY 4.1 Confidentiality Agreement. All terms and conditions in this Agreement shall be kept in confidence by the Parties. The Parties shall not (and shall cause their respective Subsidiaries not to) now or hereafter disclose this Agreement or any of its terms to any Third Party except in either case: (i) with the prior written consent of the other Party; (ii) to any governmental body having jurisdiction to require disclosure or to any arbitral body, to the extent required by same; (iii) as otherwise may be required by Law (including as may be required under the Exchange Act or the Securities Act) or legal process, including to legal and financial advisors in their capacity of advising a Party in such matters; (iv) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties; (v) under confidentiality only as to relevant scope of license terms and to the extent necessary pursuant to the normal course of business with bona-fide customers, or (vi) while obtaining legal advice from legal counsel as needed in the normal course of business; provided that, in (ii) through (vi) above, (A) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties, including seeking a confidential treatment request or protective order whenever appropriate or available; and (B) except for permitted disclosures to legal and financial advisors, customers and accountants, the disclosing Party provides the other Party, with at least ten (10) business days' prior written notice of such disclosure or, if not reasonable, as much advance notice as reasonably possible under the circumstances. ARTICLE V TRANSFERABILITY 5.1 Transferability. The Parties acknowledge that the terms, conditions and consideration for this Agreement were based on the unique characteristics of the specific Parties hereto, and therefore the Parties agree that except as provided in Section 2.2(a), this Section 5.1 in connection with a Change of Control and Section 6.5 of this Agreement, the rights, licenses, and obligations hereunder may not be assigned, by operation of law or otherwise, by either Party without the express prior written consent of the other Party. Notwithstanding the forgoing, a transferring Party ("Transferor") may assign, delegate, sell, transfer, or otherwise dispose of all of its rights and obligations under this Agreement, to Third Party acquirers or successors ("Acquiring Entities") without prior notice to or written consent of the other Party (but including reasonable notice thereafter) in connection with a Change of Control, and this Agreement (including this Section 5.1 with respect to further transferability) shall benefit and be binding upon such Acquiring Entities. Any such Acquiring Entity may further assign, delegate, sell, transfer, or otherwise dispose of all of its rights and obligations under this Agreement to Third Party acquirers or successors ("Subsequent Acquiring Entities") without prior notice to or written consent of such other Party (but including reasonable notice thereafter) in connection with a Change of Control, and this Agreement shall benefit and be binding upon such Subsequent Acquiring Entities. Notwithstanding the forgoing, the rights acquired by an Acquiring Entity or Subsequent Acquiring Entities as permitted by this Section 5.1 shall apply only (1) to the Transferor's Products or Services at the time of such applicable transfer of the Transferor, (2) for -6-

as long as such Transferor remains a separate legal entity or is otherwise held separate and in a manner capable of being independently audited, and (3) shall not apply to any existing or future software, technology product or service of the Acquiring Entity. Once a Change of Control occurs and the applicable Person has assigned, delegated, sold, transferred or otherwise disposed of all of its rights and obligations under this Agreement in accordance with this Section 5.1, such Person will not be responsible for any obligations by the applicable Acquiring Entity under this Agreement or any failure by any applicable Acquiring Entity to comply with or otherwise meet or satisfy those obligations. 5.2 Reservation. Notwithstanding anything in this Agreement to the contrary, no licenses, covenants or other rights are being provided by Purchaser (including without limitation under the Seller Transferred Patents) to any assets, software, technology, products or services of any Third Party [****], it being understood, however, that Seller or its Affiliates may enter into transactions [****] no such transaction shall limit, diminish or otherwise impact the license granted under Section 2.1 or Seller's ability to transfer the license received pursuant to Section 2.1 in connection with such transaction so long as (1) [****] and (2) [****]. ARTICLE VI MISCELLANEOUS 6.1 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile), it being understood that the parties need not sign the same counterpart. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 6.2 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware, without reference to the choice-of-law or conflicts of law principles that would result in the application of the Laws of a different jurisdiction. (b) Each Party irrevocably submits to the exclusive jurisdiction of the Delaware Courts of Chancery in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such courts. Each Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The Parties further agree, to the extent permitted by Law, that final and unappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. -7-

(c) Each Party certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth in this Section 6.2. 6.3 Entire Agreement. This Agreement, together with the SAPA, contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior discussion, negotiation, term sheet, agreement, understanding or arrangement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Agreement. 6.4 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee's location on any non-Business Day or any Business Day after 5:00 p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m. (addressee's local time) on the next Business Day), by reliable overnight delivery service (with proof of service) or hand delivery, addressed as follows: (a) To Seller: AOL Inc. 770 Broadway New York, NY 10003 Telecopy: (703) 466-9093 Attention: General Counsel with copies to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telecopy: (212) 403-2000 Attention: David C. Karp, Esq. David E. Shapiro, Esq. (b) To Purchaser: Microsoft Corporation One Microsoft Way Redmond, WA 98052 Telecopy: 425 936-7329 Attention: Corp. VP of Intellectual Property & Licensing with copies to: ipnotice@microsoft.com or to such other address as any Party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or personally -8-

delivered. Either Party may notify the other Party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. 6.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns only as expressly provided in this Agreement. 6.6 Third-Party Beneficiaries. This Agreement is not intended to confer upon any Third Party (and their successors and assigns) any rights or remedies hereunder, provided that this Section 6.6 shall not be construed to restrict any benefits conferred upon Covered Third Parties pursuant to Articles II and III of this Agreement. 6.7 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by both Parties. The failure or delay on the part of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. 6.8 Bankruptcy. Each Party acknowledges that all rights and licenses granted by it under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101 (35A) of the Bankruptcy Code. Each Party acknowledges that if such Party, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, the other Party may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. Any Change of Control resulting from any such bankruptcy proceeding shall remain subject to Section 5.1 above. 6.9 Specific Performance. (a) The Parties agree that irreparable damage may occur in the event that any Party fails to comply with this Agreement in accordance with its terms and that the Parties shall be entitled to seek specific performance in such event, in addition to any other remedy at Law or in equity. (b) Both Parties agree that, in the event of any breach or threatened breach by the other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled to seek (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. (c) Both Parties further agree that neither Party nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.9, and both Parties irrevocably waive any rights they may have to require the obtaining, furnishing or posting of any such bond or similar instrument. -9-

(d) The remedies available to Seller and/or Purchaser pursuant to this Section 6.9 shall be in addition to any other remedy to which such Parties are entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit such Parties from recovery of monetary damages. Notwithstanding the foregoing, in no event shall a Party have liability to the other Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items arising from a breach of this Agreement. 6.10 Proper Authority. Each Party represents and warrants on behalf of itself and its Subsidiaries that it has full right, power, and authority to (a) enter into this Agreement, and (b) grant the licenses, releases and other rights herein. Each party further warrants that the individuals signing this Agreement have full authority and are duly authorized and empowered to execute on behalf of the Party and its Subsidiaries for which they are signing. Each Party also agrees to obtain, maintain and exercise all rights necessary to bind any Subsidiary formed or acquired after the Execution Date to all applicable terms of this Agreement. 6.11 WARRANTY DISCLAIMERS. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY (A) AS TO THE SCOPE, COVERAGE, VALIDITY, OR ENFORCEABILITY OF ANY PATENTS, OR (B) THAT ANY SOFTWARE OR PRODUCT MADE OR SERVICE PERFORMED IN ACCORDANCE WITH ITS LICENSE OR OTHER RIGHTS PROVIDED HEREIN IS FREE FROM THIRD PARTY INTELLECTUAL PROPERTY CLAIMS. 6.12 Severability. The invalidity of any portion of this Agreement shall not affect the validity, force or effect of the remaining portions hereof provided the overall intent of the Parties is preserved. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by Law. [Remainder of page left intentionally blank] - 10 -

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. AOL INC. /s/ Tim Armstrong By: Name: Title: MICROSOFT CORPORATION /s/ Peter S. Klein By: Name: Peter Klein Title: CFO

Tim Armstrong Chairman and Chief Executive Officer

[Signature Page to Intellectual Property Matters Agreement]

Exhibit 10.4 Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of May 9, 2012, by and between AOL INC. ("Company"), a Delaware Corporation with an address at 770 Broadway, New York, New York 10003, and Curtis Brown ("Executive"). WHEREAS, Company retained executive as interim Chief Technology Officer pursuant to an offer letter dated March 20, 2012, amending Executive's original offer letter dated October 21, 2010, as further amended April 5, 2011, (the "Prior Offer Letter"); WHEREAS, Company desires to retain the services of Executive as Chief Technology Officer and Executive Vice President of Company; and WHEREAS, Company and Executive desire to enter into this Agreement, which such Agreement supersedes and replaces the Prior Offer Letter, to set forth the terms and conditions of the employment relationship between Company and Executive. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Term. Executive's term of employment (the "Employment Term") under this Agreement shall be four (4) years, commencing on May 9, 2012, and shall continue for a period through and including May 8, 2016 ("Term Date"), subject to the following provisions for extension and the provisions regarding earlier termination set forth in this Agreement. If at the Term Date, Executive's employment has not been terminated previously in accordance with this Agreement, and Executive and Company have not agreed to an extension or renewal of this Agreement or to the terms of a new employment agreement, then Executive's Employment Term shall continue on a month-to-month basis, and Executive shall continue to be employed by Company pursuant to the terms of this Agreement, subject to termination by either party hereto on 30 days' written notice delivered to the other party (which notice may be delivered by either party at any time on or after a date which is 30 days before the Term Date). If Company elects to give notice of termination under this paragraph 1 and the basis for such termination is not one of the grounds for termination set forth in paragraphs 5.B. or 5.C., then Executive's termination shall be deemed a termination without Cause under paragraph 5.A. If Executive elects to give notice of termination under this paragraph 1, and the basis for such termination is not one of the grounds for termination set forth in paragraph 5.E., then Executive's termination shall be deemed a voluntary resignation not for Good Reason under paragraph 5.D. 2. Duties. Executive shall be Chief Technology Officer and Executive Vice President of Company and shall perform all duties incident to such positions as well as any other lawful duties as may from time to time be assigned by the Chief Executive Officer, which duties and authority shall be consistent, and those normally associated, with Executive's position, and 1

Execution Copy agrees to abide by all Company by-laws, policies, practices, procedures, or rules, including Company's Standards of Business Conduct (the "SBC") that are provided or made available to Executive. Executive shall report directly to the Chief Executive Officer. Executive will be expected to perform services for Company at Company's New York City office, subject to such travel as may be required in the performance of Executive's duties. 3. Exclusive Services and Best Efforts. Executive agrees to devote his best efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of Company. Executive is not precluded from performing any charitable or civic duties, provided that such duties do not interfere with the performance of his duties as an employee of Company, do not violate the SBC or the Confidentiality and Invention Assignment Agreement between Executive and Company dated October 26, 2010 ("Confidentiality Agreement"), or cause a conflict of interest. Executive may sit on the boards of non-Company entities during employment only if first approved in writing by Business Conduct & Compliance. 4. Compensation and Benefits. A. Base Salary. During the Employment Term, Company shall pay Executive a base salary at the rate of no less than $20,833.34 semi-monthly, less applicable withholdings, which is $500,000.16 on an annual basis ("Base Salary"). Executive's semi-monthly paydays fall on the 15th and the last day of each month. If the 15th or the last day of the month falls on a weekend or bank holiday, the payday is the preceding day. Executive's Base Salary will be reviewed annually during the Employment Term and may be increased based on Executive's individual performance or increases in competitive market conditions. Executive's Base Salary may be decreased upon mutual consent of Company and Executive. B. Annual Bonus. In addition to Executive's Base Salary, Executive will be eligible to participate in Company's Annual Bonus Plan (the "ABP"), pursuant to its terms as determined by Company from time to time. Pursuant to the ABP, Company will review its overall performance and Executive's individual performance and will determine Executive's bonus under the ABP, if any ("Bonus"). Although as a general matter in cases of satisfactory individual performance, Company would expect to pay a Bonus at the target level provided for in the ABP where Company has met target performance with respect to the financial metrics measuring performance for a given year, Company does not commit to paying any Bonus, and Executive's Bonus may be negatively affected by the exercise of Company's discretion or by overall Company performance. Although any Bonus (and its amount, if a Bonus is paid) is fully discretionary and subject to the terms of the ABP, Executive's target Bonus opportunity during the Employment Term is one-hundred percent (100%) of Executive's Base Salary. C. Equity Incentive Awards. (i) During Executive's employment, he will be eligible to participate in grants or awards of long term equity incentives that are offered to all other Executive Vice Presidents of Company. Executive's participation in any such programs will be at the same rate as 2

Execution Copy comparable level Executive Vice Presidents of Company. Any such awards or grants shall be determined in accordance with the terms and conditions of the plans, agreements and notices under which such grants or awards were issued, subject to approval, and in a manner determined, by the Board of Directors of Company (the "Board") or any duly authorized committee thereof, in its sole discretion. (ii) All equity awards shall be subject to approval by the Compensation Committee of the Board and the terms and conditions of the applicable equity award agreement and Company's applicable equity-based incentive compensation plan. (iii) Initial Grant. (a) Company shall grant to Executive an equity award that shall have an equity value equal to $1,200,000.00. Based on the equity value on the date of grant, 33.33% of the equity award will be comprised of restricted stock units ("RSUs") (rounded to the nearest whole number of units), 33.33% of the equity award will be comprised of stock options ("Stock Options") (rounded down to the nearest whole share), and the remaining 33.33% of the equity award will be comprised of performance shares based on relative TSR ("Performance Shares")(rounded down to the nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the closing price of a share of AOL common stock on the grant date of the shares of Company's common stock subject to the grant. Equity value of Stock Options will be determined based on the standard option valuation formula used by Company. The grant date of the RSUs, Stock Options and Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the first day of the Employment Term subject to compliance with applicable law and the schedule of the Compensation Committee of the Board. (b) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, that Executive is continuously employed with Company from the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any RSU that is unvested on the date of Executive's termination for any reason shall be forfeited on such date of termination. (c) Stock Options shall vest over four (4) years following the date of grant, with twenty-five percent (25%) of such Stock Options vesting on the first (1st) anniversary of the date of grant, and monthly thereafter, provided, that Executive is continuously employed with Company from the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Stock Option that is unvested on the date of Executive's termination for any reason shall be forfeited on such date of termination. 3

Execution Copy (d) Subject to achievement of performance objectives, Performance Shares shall vest following the Committee's certification of performance following the end of the three-year performance period, provided, that Executive is continuously employed with Company from the grant date to the vesting date. Except as may be otherwise provided in the applicable award agreement, any Performance Share that is unvested on the date of Executive's termination for any reason shall be forfeited on such date of termination. D. Benefit Plans. During the Employment Term and as otherwise provided herein, Executive shall be entitled to participate in any and all employee health and other welfare benefit plans (including, but not limited to, life insurance, health and medical, dental, and disability plans) and other employee benefit plans, including, but not limited to, tax qualified retirement plans established by Company from time to time for the benefit of employees of Company. Executive shall be required to comply with the conditions attendant to coverage by such plans, which terms shall apply to Executive in the same manner as those applicable to executives of Company at the Executive Vice President level who are similarly situated, and Executive shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. Nothing herein contained shall be construed as requiring Company to establish or continue any particular benefit plan in discharge of its obligations under this Agreement. E. Vacation. Executive shall be entitled to not less than four (4) weeks of paid vacation each calendar year of his employment hereunder, in addition to Company's recognized holidays and personal days, as well as to such other employment benefits that are or may be extended or provided to all other executives at the Executive Vice President level. The accrual and/or carry-over of paid vacation from one year to the next shall be in accordance with Company policy applicable to the Company location where Executive's principal office is located as it may exist and change from time to time. F. Deductions from Salary, Bonus and Benefits. Company may withhold from any Base Salary, bonus, equity or other benefits payable to Executive all federal, state, local, and other taxes and other amounts as permitted or required pursuant to law, rule, or regulation. G. Commuting and Relocation Expenses. (i) Executive shall receive a commuting allowance in the amount of $187,500.00, subject to applicable taxes and withholdings, to be paid according to the following schedule (the "Commuting Allowance"): (1) $75,000.00, less applicable taxes and withholdings, will be paid to Executive, subject to his continuous employment by Company, on the second pay period following the first day of the Employment Term; (2) $75,000.00, less applicable taxes and withholdings, will be paid to Executive, subject to his continuous employment by Company, on the second pay period following six (6) months from the first day of the Employment Term; and (3) $37,500.00, less applicable taxes and withholdings, will be paid to Executive, subject to his continuous employment by Company, on the second pay period following twelve (12) months from the first day of the Employment term. The Commuting Allowance shall reimburse Executive's commuting expenses for travel between Carmel, CA, Executive's home location, and 4

Execution Copy New York, NY, Executive's primary work location for Company. Executive shall personally pay for any commuting expenses that exceed the Commuting Allowance and Company shall not be obligated to reimburse Executive for any such expenses. Business travel between Company offices will be considered business travel and reimbursed in accordance with Company policy. (ii) Company will offer Executive the opportunity to relocate to New York, NY within fifteen (15) months from the first day of the Employment Term. Subject to Executive's continued employment, Executive shall be extended Executive Relocation Package D, attached hereto as Exhibit B. If Executive elects not to relocate within that time, Executive will be personally responsible for commuting expenses for travel between Carmel, CA and New York, NY. (iii) If Executive resigns his employment with Company without Good Reason or his employment is terminated by Company for Cause within fifteen (15) months from the first day of the Employment Term, Executive will repay Company a pro rata portion of any paid Commuting Allowance at the rate of $12,500.00 per month. 5. Termination of the Employment Agreement. A. Termination Without Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Executive's employment and this Agreement without Cause (defined below). If Company terminates Executive's employment and this Agreement without Cause, and, solely in exchange for Executive's execution and delivery of Company's then standard separation agreement, which includes, among other obligations, a release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A (the "Separation Agreement"), which language may be modified, but not materially except to comply with any changes in applicable law, by Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the following terms shall apply: (i) Company will pay Executive an amount equal to eighteen (18) months of Executive's then current Base Salary, less applicable withholdings. This amount will be paid in thirty-six (36) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 12 th hereof, commencing on the sixtieth (60 ) day following Executive's termination of employment. These payments will not be eligible for deferrals to Company's 401(k) plan. (ii) Subject to the terms of paragraph 4.B, if Executive is terminated between January 1 and March 15, a Bonus payment under the ABP for the calendar year ending prior to Executive's termination ("Prior Year") will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in no event to exceed 100% of Executive's target payout; provided that (i) Company pays a Bonus to eligible employees under Company's ABP for the Prior Year, (ii) Executive's Bonus has not already been paid to Executive at the time of termination of Executive's employment, and (iii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the 5

Execution Copy date of payout. This amount will be paid to Executive in a lump sum on the earlier of the date on which other eligible employees are paid bonuses under the th ABP for the Prior Year provided the Separation Agreement has become effective by its terms, or the sixtieth (60 ) day following Executive's termination of employment. This payment will not be eligible for deferrals to Company's 401(k) plan. (iii) In addition, subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the year in which Executive's termination of employment occurs payable if and when bonuses are paid to other employees, prorated through the effective date of the termination of Executive's employment, less applicable withholdings. This amount will not be eligible for deferrals to Company's 401(k) plan. (iv) If Executive elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), Company will pay the cost of Executive's medical, dental and vision benefit coverage ("group health coverage") under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of the calendar month following Executive's termination of employment. Executive agrees that Company may impute compensation income to Executive in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code") to Company's payment of the cost of such group health coverage. (v) Company will provide Executive with the services of a professional outplacement and counseling firm, as designated by Company, for up to eighteen (18) months to assist Executive in securing employment following termination of employment with Company. Alternatively, Executive may select a professional outplacement and counseling firm of his choice for up to twelve (12) months to be paid via invoice to the firm directly, up to a maximum total amount of $25,000.00. (vi) If Executive's Separation Agreement fails to become effective and irrevocable prior to the sixtieth (60 ) day following Executive's termination of employment due to Executive's failure to timely deliver the executed Separation Agreement, Company will have no obligation to make the payments or benefits provided by paragraphs 5.A.(i), (ii), (iii) (iv) and (v) herein, other than to provide Executive with COBRA to the extent required by law. (vii) Executive reasonably agrees to assist Company, in connection with any litigation, investigation or other matter involving Executive's tenure as an employee, officer or director of Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. No later than ninety (90) days following Company's receipt of supporting documentation of Executive's incurrence of such expenses, Company will reimburse Executive for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (including attorney's fees incurred in accordance with the applicable provisions of Company's Bylaws and Certificate of Incorporation). Furthermore, Executive agrees not to affirmatively encourage or assist any 6
th

Execution Copy person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Executive's response to a valid subpoena for documents or testimony or other lawful process or limit Executive's rights that are not legally waivable; however, Executive agrees to provide Company with prompt notice of said process. (viii) Executive agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Executive's employment with Company to prospective employers of Executive following Executive's termination from employment. Nothing in this Agreement prevents Executive or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (viii) Executive shall not be entitled to notice and severance under any policy or plan of Company (the payments set forth in this paragraph 5.A. being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. For the avoidance of doubt, the foregoing sentence shall not have any adverse impact on Executive's rights to indemnification and D&O coverage. (ix) Executive agrees that if Executive breaches any of Executive's obligations, to the detriment of Company, under paragraphs 5.A.(vii) or (viii), under paragraphs 6, 7, or 8 of this Agreement, under the Confidentiality Agreement, or under the Separation Agreement, Company has the right to seek recovery of the full payments made to Executive under subparagraphs 5.A.(i), (ii), (iii) (iv) and (v) above, and to obtain all other remedies provided by law or equity. B. Termination For Cause. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Executive's employment and this Agreement for Cause, as this term is defined below, with or without prior notice to Executive. (i) For purposes of this Agreement, "Cause" means: (a) Executive's conviction of, or nolo contendere or guilty plea to, a felony (whether any right to appeal has been or may be exercised); (b) Executive's failure or refusal without proper cause to perform Executive's lawful duties with Company, including Executive's express obligations under this Agreement, if such failure or refusal remains uncured for 30 days after written notice to Executive specifically describing such failure or refusal; (c) fraud, embezzlement, misappropriation that is not de minimis, or improper material destruction of Company property by Executive; (d) Executive's breach of any statutory or common law duty of loyalty to Company; (e) Executive's violation of the Confidentiality Agreement or the SBC; (f) Executive's improper conduct substantially prejudicial to Company's business; (g) Executive's failure to cooperate in any internal or external investigation involving Company; or (h) Executive's indictment (or its procedural equivalent) for a felony alleging fraud, embezzlement, misappropriation or destruction of Company property by Executive or alleging fraud, embezzlement, or monetary theft by Executive with respect to another party. 7

Execution Copy (ii) If Company terminates Executive's employment and this Agreement for Cause, Company shall have no further obligation to Executive other than (a) to pay, within thirty (30) days of the effective date of termination of Executive's employment with Company, Executive's Base Salary, and any accrued unused vacation, in accordance with Company policy, through the effective date of termination, and (b) with respect to any rights Executive may have pursuant to any insurance or other benefit plans of Company, but Executive will not be entitled to receive any bonus payments. C. Death and Disability. Notwithstanding anything to the contrary herein, Company reserves the right to terminate Executive's employment and this Agreement on account of Executive's death or disability (as the term "disability" is defined in Company's long-term disability plan, but which definition must also constitute a "disability" for purposes of Section 409A of the Code), and the terms of this paragraph 5.C. shall apply to such termination. If Company terminates Executive's employment and this Agreement because of Executive's death or disability, Company shall have no further obligation to Executive or Executive's heirs other than (i) to pay Executive's Base Salary and any accrued unused vacation, in accordance with Company policy, through the effective date of termination, (ii) subject to the terms of paragraph 4.B, to pay a Bonus payment at the target level under the ABP, prorated through the effective date of the termination of Executive's employment, less applicable withholdings, payable within thirty (30) days of the effective date of Executive's termination (which payment will not be eligible for deferrals to Company's 401(k) plan), and (iii) with respect to any rights or benefits Executive may have pursuant to any insurance, benefit or other applicable plan of Company, but Executive shall not be entitled to receive any other bonus payments. D. Resignation Not For Good Reason. Executive may resign employment with Company at any time. If Executive resigns employment and such resignation does not constitute a resignation for Good Reason (defined below) within the meaning of paragraph 5.E herein, Company shall have no further obligation to Executive other than (i) to pay within thirty (30) days of the effective date of termination of Executive's employment with Company, Executive's Base Salary and any accrued unused vacation, in accordance with Company policy, through the effective date of the resignation, and (ii) with respect to any rights Executive may have pursuant to any insurance or other benefit plans of Company, but Executive will not be entitled to receive any bonus payments. E. Resignation for Good Reason. Executive also may resign employment with Company and terminate this Agreement for Good Reason, provided that Executive gives Company written notice of the Good Reason condition within 60 days from the initial existence of the Good Reason condition, which written notice shall provide a 30-day period during which Company may remedy the actions that Executive has identified as the condition constituting grounds for a resignation for Good Reason. If Company has not remedied the Good Reason condition within 30 days following such notice from Executive, then Executive must resign his employment with Company within 30 days of the end of the remedy period or he will have forever waived his right to resign for Good Reason for such condition upon that occurrence, but not future occurrences of the same condition. Upon such a termination, Executive will be 8

Execution Copy treated in accordance with paragraph 5.A herein, as if Executive's employment had been terminated by Company without Cause. For purposes of this Agreement, "Good Reason" means: (i) Executive no longer reports to the Chief Executive Officer; (ii) a relocation of Executive's principal office at Company to a location that is more than 50 miles from its location as of the date of this Agreement without Executive's written consent; (iii) a material diminution in Executive's duties, responsibilities or authority (provided, however, that any decentralization of the Technology organization shall not be deemed diminution for this purpose as long as Executive still reports directly to the Chief Executive Officer after any such decentralization); (iv) a material diminution in Executive's then Base Salary or a material diminution in the Executive's target bonus opportunity under the ABP (excluding any reduction as part of an overall reduction in bonus opportunities to comparable level Executive Vice Presidents of Company under the ABP); or (v) Company's requiring Executive to engage in unlawful conduct upon express direction of the Board. 6. Non-Competition Agreements and Restrictive Covenants. A. Executive agrees to execute and abide by the enclosed Confidentiality Agreement with Company, which is incorporated herein by reference. Any reference in the Confidentiality Agreement to Executive's "at will" employment status is superseded by this Agreement. B. Executive acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. Executive further acknowledges that the business of Company is international in scope, that its products and services are marketed throughout the world, that Company competes in nearly all of its business activities with other entities that are or could be located in nearly any part of the world and that the nature of Executive's services, position and expertise are such that Executive is capable of competing with Company from nearly any location in the world. C. Executive also agrees that, in addition to Executive's obligations under the Confidentiality Agreement, while Executive is employed by Company and for twelve (12) months following termination of his employment for any reason, Executive shall not, directly or indirectly, except as a shareholder holding less than a one percent (1%) interest in a corporation whose shares are traded on a national securities exchange, participate in the ownership, control, or management of, or perform any services for or be employed by Time Warner, Inc., Yahoo!, Inc., Google, Inc., including its YouTube subsidiary, Microsoft Corporation, IAC/Interactive Corp., News Corp, Facebook, Inc., LinkedIn Corporation, Yelp Inc. and Twitter Inc. or, if he resigns without Good Reason, without the written consent of the Chief Executive Officer or the General Counsel of Company, any entity that engages in any line of business that is substantially the same as any line of business which Company engages in, conducts or, to Executive's knowledge, has definitive plans to engage in or conduct, and has not ceased to engage in or conduct. or any of their respective subsidiaries, affiliates or successors ("Competitive Entity"). Notwithstanding the above, in order to be considered a Competitive Entity, the entity must derive fifty percent (50%) or more of its total revenues from substantially similar products and services offered by Company. 9

Execution Copy D. Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the confidential information, trade secrets and the goodwill of Company and to protect the other legitimate business interests of Company and are not unduly restrictive on Executive. E. The parties agree and intend that the covenants contained in this Agreement, including but not limited to the covenants set forth in this paragraph 6, shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States and each country of the world. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the governing laws and public policies of the State of New York, and to the extent applicable, each jurisdiction in which enforcement is sought. Accordingly, if any provision in this Agreement or deemed to be included herein shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable. 7. Representations and Warranties of Executive. Executive hereby represents and warrants to Company as follows: (i) Executive has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of his obligations hereunder; (ii) the execution and delivery of this Agreement by Executive and the performance of Executive's obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement, or other understanding to which Executive is a party or by which Executive is or may be bound or subject; (iii) the execution and delivery of, and Executive's performance under, this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive prior to his employment with Company; (iv) the execution and delivery of, and Executive's performance under, this Agreement and as an employee of Company does not and will not breach any prior agreement not to compete with the business of any other company; (v) Executive will not disclose to Company or induce Company to use any confidential or proprietary information or material belonging to any previous employer or other person or entity; (vi) Executive is not a party to any other agreement that will interfere with Executive's full compliance with this Agreement; and (vii) Executive will not enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement. 10

Execution Copy 8. Employment Obligations. A. Company Property. All records, files, lists, including computer-generated lists, drawings, documents, equipment, and similar items relating to Company's business that Executive shall prepare or receive from Company shall remain Company's sole and exclusive property. Upon termination of this Agreement, or upon Company's request, Executive shall promptly return to Company all property of Company in his possession. Executive further represents that he will not copy, cause to be copied, print out, or cause to be printed out any software, documents, or other materials originating with or belonging to Company. Executive additionally represents that, upon termination of his employment with Company, he will not retain in his possession any such software, documents, or other materials. B. Cooperation. Executive agrees that during his employment he shall, at the request of Company, render all assistance and perform all lawful acts that Company considers necessary or advisable in connection with any litigation involving Company or any director, officer, employee, shareholder, agent, representative, consultant, client, or vendor of Company. Executive's reasonable expenses in connection therewith shall be paid by Company, including attorney's fees in accordance with the applicable provisions of Company's Bylaws and Certificate of Incorporation. 9. Arbitration. Except as provided in paragraph 10.B. herein or as otherwise excluded herein, any dispute or controversy arising under or relating to this Agreement and Executive's employment hereunder (whether based on contract or tort or other common law or upon any federal, state or local statute or regulation, including, without limitation, claims of discrimination, harassment and retaliation under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of either Executive or Company, be submitted to JAMS for resolution in arbitration in accordance with the then-current rules and procedures of JAMS for employment-related disputes. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 30 days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy), and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this paragraph 9. Any such arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any available streamlined or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration for both parties. The resolution of any such dispute or controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose; provided, however, the parties may agree after the commencement of a proceeding to hold the arbitration in another jurisdiction. If at the time any dispute or controversy arises with respect 11

Execution Copy to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be substituted for JAMS for purposes of this paragraph 9, and the arbitration will be conducted in accordance with the then current AAA Employment Arbitration Rules & Mediation Procedures. 10. Miscellaneous. A. Captions. The section, paragraph and subparagraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. B. Specific Remedy. In addition to such other rights and remedies as Company may have at equity or in law with respect to any breach of this Agreement, if Executive commits a material breach of any provision of this Agreement or the Confidentiality Agreement, Company shall have the right and remedy to have such provision specifically enforced by any court having competent jurisdiction, it being acknowledged that any such breach or threatened breach will cause irreparable injury to Company. C. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof. D. Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Supreme Court of the State of New York, in New York, New York, and the United States District Court for the Southern District of New York in connection with any suit, action, arbitration or other proceeding concerning the interpretation of this Agreement or enforcement of paragraph 6 of this Agreement. Executive waives and agrees not to assert any defense of lack of jurisdiction, that venue is improper, inconvenient forum, or otherwise. To the extent allowable by law, Executive waives the right to a jury trial and agrees to accept service of process by certified mail at Executive's last known address. E. Successors and Assigns. Neither this Agreement, nor any of Executive's rights, powers, duties, or obligations hereunder, may be assigned by Executive. This Agreement shall be binding upon and inure to the benefit of Executive and his heirs and legal representatives and Company and its successors. Successors of Company shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of Company, whether by merger, consolidation, purchase, lease, or otherwise, and such successor shall thereafter be deemed "Company" for the purpose hereof. 12

Execution Copy F. Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first class, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: Company: AOL Inc. 770 Broadway New York, NY 10003 Attn: General Counsel Executive: At the address shown on the records of Company for Executive. Addresses may be changed by notice in writing signed by the addressee. G. Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by Executive and the Chief Executive Officer or the General Counsel, subject to, if necessary, approval of the Compensation Committee of the Board. H. Waiver. Any waiver or consent from Company with respect to any term or provision of this Agreement or any other aspect of Executive's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of Company at any time or times to require performance of, or to exercise any of its powers, rights, or remedies with respect to, any term or provision of this Agreement or any other aspect of Executive's conduct or employment in no manner (except as otherwise expressly provided herein) shall affect Company's right at a later time to enforce any such term or provision. I. Severability. In addition to the provisions set forth in paragraph 6.E., if any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby. J. Survival. Paragraphs 5.A., 5.C. and 5.E., and paragraphs 6, 7, 8, 9, 10, 11, and 12 shall survive termination of this Agreement. K. Entire Agreement. (i) This Agreement, including Exhibit A, Exhibit B and the Confidentiality Agreement, embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between Executive and Company, including for the avoidance of doubt, the Prior Offer letter. Neither party shall be bound by any term or condition of this Agreement other than as is expressly set forth herein. If there is any conflict between the express terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall prevail. (ii) Executive represents and agrees that he fully understands his right, and Company has advised Executive, to discuss all aspects of this Agreement with Executive's 13

Execution Copy attorney, that to the extent he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that he is competent to execute this Agreement, that his decision to execute this Agreement has not been obtained by any duress, that he freely and voluntarily enters into this Agreement, and that he has read this document in its entirety and fully understands the meaning, intent, and consequences of this Agreement. L. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. M. Tax Withholding. Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 11. Limitation on Certain Payments. A. Calculation and Possible Benefit Reduction. If at any time or from time to time, it shall be determined by independent tax professionals selected by Company ("Tax Professional") that any payment or other benefit to Executive pursuant to paragraph 5 of this Agreement or otherwise ("Potential Parachute Payment") is or will, but for the provisions of this paragraph 11, become subject to the excise tax imposed by Section 4999 of the Code or any similar tax payable under any state, local, foreign or other law, but expressly excluding any income taxes and penalties or interest imposed pursuant to Section 409A of the Code ("Excise Taxes"), then Executive's Potential Parachute Payment shall be either (a) provided to Executive in full, or (b) provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Taxes, whichever of the foregoing amounts, after taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Taxes ("Payments"). B. Implementation and Any Benefit Reduction Under Paragraph 11.A. In the event of a reduction of benefits pursuant to paragraph 11.A., the Tax Professional shall determine which benefits shall be reduced so as to achieve the principle set forth in paragraph 11.A. For purposes of making the calculations required by paragraph 11.A., the Tax Professional may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal authority. Company and Executive shall furnish to the Tax Professional such information and documents as the Tax Professional may reasonably request in order to make a determination under paragraph 11.A. Company shall bear all costs the Tax Professional may reasonably incur in connection with any calculations contemplated by paragraph 11.A. 14

Execution Copy C. Potential Subsequent Adjustments. (i) If, notwithstanding any calculations performed or reduction in benefits imposed as described in paragraph 11.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to paragraph 5 of this Agreement or otherwise, then Executive shall be obligated to pay back to Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the "Repayment Amount." The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to Company so that Executive's net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive's net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this paragraph 11.C., Executive shall pay the Excise Taxes. (ii) Notwithstanding any other provision of this paragraph 11, if (i) there is a reduction in the payments to Executive as described above in this paragraph 11, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive's net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive's benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then Company shall pay to Executive those payments which were reduced pursuant to paragraph 11.A. or subparagraph 11.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive's net after-tax proceeds with respect to the payment of the Payments are maximized. 12. Code Section 409A. This Agreement is intended to be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time of Executive's separation from service from Company, Executive is a "specified employee" as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive's separation from service from Company (or the earliest date as is permitted under Section 409A of the Code), and (ii) each payment of two or more installment payments made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A of the Code. In administering the six-month delay requirement for "specified employees" described in the foregoing sentence, Company will apply all applicable exceptions to the definition of "deferred compensation" under income tax regulations and other guidance for Section 409A of the Code published by the Internal Revenue Service and the U.S. Treasury Department, including Treas. Reg. Sec. 1.409A15

Execution Copy 1(b)(9)(iii). Any amounts of deferred compensation that are payable by reason of Executive's termination of employment shall not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Section 409A of the Code and references to the employee's "termination," or "termination of employment" and words and phrases of similar meaning shall be construed to require a "separation from service" for purposes of Section 409A of the Code. B. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. C. To the extent any reimbursements or in-kind benefits due Executive under this Agreement constitutes "deferred compensation" under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the implementation of the provisions of this paragraph; provided that neither Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. (Signature Page to Follow) 16

Execution Copy IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

AOL INC. /s/ John B. Reid-Dodick By: John Reid-Dodick Name: Executive Vice President Title: CURTIS BROWN /s/ Curtis D. Brown 5/10/12 17

Execution Copy EXHIBIT A Release and Waiver In exchange and consideration for the Company's promises to me in paragraph 5.A. of my Executive Employment Agreement dated May 9, 2012 (the "Agreement") and other valuable consideration, I, Curtis Brown, agree to release and discharge unconditionally the Company and its past and present subsidiaries, affiliates, related entities, successors, predecessors, assigns, merged entities and parent entities, and its and their respective past and present officers, directors, stockholders, employees, benefit plans and their administrators and trustees, agents, attorneys, insurers, representatives, affiliates, and all of their respective successors and assigns, in their individual and official capacities, from any and all claims, actions, causes of action, demands, obligations or damages of any kind arising from my employment with the Company and my separation from employment or otherwise, whether known or unknown by me, which I ever had or now have upon or by reason of any matter, cause or thing, up to an including the day I sign this Release and Waiver. Without limiting the generality of the foregoing, the claims I am waiving include, but are not limited to, all claims arising out of or related to any stock options held by me or granted to me by the Company; all claims for unreimbursed business-related expenses (except in California); all claims under Title VII of the Civil Rights Act of 1964, as amended; all claims under the Worker Adjustment and Retraining Notification Act (WARN) and similar state and local statutes, all as amended; all claims under the Americans with Disabilities Act, as amended; all claims under the Age Discrimination in Employment Act ("ADEA"), as amended; all claims under the Older Workers Benefit Protection Act ("OWBPA"), as amended; all claims under the National Labor Relations Act, as amended; all claims under the Family and Medical Leave Act and similar state and local leave laws, all as amended; all claims under the Employee Retirement Income Security Act, as amended (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); all claims under 42 U.S.C. 1981, as amended; all claims under the Sarbanes-Oxley Act of 2002, as amended; all claims of discrimination, harassment, and retaliation in connection with my employment, the terms and conditions of such employment and my separation from employment under any federal, state and local fair employment, non-discrimination or civil rights law or regulation, including, without limitation, the New York State and City Human Rights Laws, the Texas Human Rights law, the Illinois Human Rights Act, the Chicago Human Rights Ordinance, the Cook County Human Rights Ordinance, the Illinois Equal Pay Act, and the Illinois Worker's Compensation Retaliation Law, all as amended; all claims of whistle blowing and retaliation under federal, state and local laws, including, without limitation, the New Jersey Conscientious Employee Protection Act and the Illinois Whistleblower Act, as amended and applicable; all claims under other analogous foreign, federal, state, and local laws, regulation, statutes and ordinances; all claims under any principle of common law or sounding in tort or contract; all claims concerning any right to reinstatement; and all claims for any type of relief from the Company, whether foreign, federal, state or local, whether statutory, regulatory or common law, and whether tort, contract or otherwise, to the fullest extent permitted by law, through the date I sign this Release and Waiver. Further, each of the persons and entities released herein is intended to be a third-party beneficiary of this Agreement. 18

Execution Copy This release of claims does not affect and I do not release or waive any claim for (i) payments and benefits provided under the Agreement that are contingent upon the execution by me of this Release and Waiver or otherwise expressly survive termination thereof, (ii) any indemnification rights I may have in accordance with Company's governance instruments or under any director and officer liability insurance maintained by Company with respect to liabilities arising as a result of my service as an officer and employee of Company, (iii) workers' compensation benefits, unemployment benefits, or other legally nonwaivable rights or claims, (iv) my vested rights, if any, in the Company's 401(k) plan in accordance with the terms of such plan and applicable law, (v) my rights to own and exercise any and all Company stock options or other equity awards held by me in accordance with all other terms of those options and awards and plans, agreements, and notices under which such awards were granted, or (vi) claims related to the enforcement of the Agreement. Additionally, nothing in this Release and Waiver waives or limits my right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency, including without limitation the EEOC, (though I acknowledge I am not entitled to recover money or other relief with respect to the claims waived in this Waiver and Release). I agree that I have been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which I may have been entitled and that no other remuneration or benefits are due to me, except the benefits I will receive under paragraph 5.A. of my Agreement dated May 9, 2012. I affirm that I have had no known workplace injuries or occupational diseases. I also represent that I have disclosed to the Company any information I have concerning any fraudulent or unlawful conduct involving the persons and entities I am releasing herein. Pursuant to the OWBPA, I acknowledge and warrant the following: (i) that I am waiving rights and claims for age discrimination under the ADEA and OWBPA, in exchange for the consideration described above, which is not otherwise due to me; (ii) I am hereby advised to consult and have had the opportunity to consult with an attorney before signing this Release and Waiver; (iii) I am not waiving rights or claims for age discrimination that may arise after the effective date of this Release and Waiver; (iv) I have been given a period of at least twenty-one (21) days in which to consider this Release and Waiver and the waiver of any claims I have or may have under law, including my rights under the ADEA and OWBPA, before signing below; and (v) I understand that I may revoke the waiver of my age discrimination claims under the ADEA and OWBPA within seven (7) days after my execution of this Release and Waiver, and that such waiver shall not become effective or enforceable until seven (7) days after the date on which I execute this Release and Waiver. Any such revocation must be made in writing and delivered by certified mail to both the Chairman & Chief Executive Officer and the General Counsel of AOL Inc., at the following address: AOL Inc., 770 Broadway, New York, New York 10003. If I do not revoke my waiver of my age discrimination claims under the ADEA and OWBPA according to the terms herein within seven (7) days, the eighth day following my execution will be the "effective date" of this Release and Waiver. 19

Execution Copy By signing below, I acknowledge that I have carefully reviewed and considered this Release and Waiver; that I fully understand all of its terms; and that I voluntarily agree to them.

Curtis Brown Date: 20

Exhibit 31.1 CERTIFICATIONS I, Timothy M. Armstrong, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of AOL Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2012 By: /s/ Timothy M. Armstrong Name: Timothy M. Armstrong Chairman and Chief Executive Officer Title: (Principal Executive Officer)

Exhibit 31.2 CERTIFICATIONS I, Arthur Minson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of AOL Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 1, 2012 By: /s/ Arthur Minson Name: Arthur Minson Chief Operating Officer Title: and Acting Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of AOL Inc. ("the Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his respective knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 1, 2012 /s/ Timothy M. Armstrong Timothy M. Armstrong Chairman and Chief Executive Officer (Principal Executive Officer) /s/ Arthur Minson Arthur Minson Chief Operating Officer and Acting Chief Financial Officer (Principal Financial Officer)

Date: August 1, 2012