Change of Control Notification Letter between Google Inc. and AOL, Inc. (January 7, 2014)
This letter from Google Inc. to AOL, Inc. notifies AOL of a change related to certain listed companies, as required by the change-of-control provisions in several agreements between the two parties. The letter specifies that either party now has the right to terminate the agreements if a change of control occurs involving the listed companies or their affiliates. The notification updates the relevant contract language to reflect this right. The letter is addressed to AOL's Chief Counsel and copies are sent to other key AOL representatives.
Exhibit 10.96
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 COMMISSION: [****]
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1600 Amphitheatre Parkway Mountain View, California 94043 |  |
Tel: 650 ###-###-#### Fax: 650 ###-###-#### www.google.com |
January 7, 2014
VIA FIRST CLASS MAIL
Joanne Kelly
Chief Counsel
Aol, Inc.
22000 AOL Way
Dulles, Virginia 20166
Re: Listed Company [****] Notification
Dear Joanne,
Pursuant to the change-of-control provisions in agreements between AOL and Google (“Change of Control Provisions”), including but not limited to those in the agreements (as amended) identified below, Google makes the following Listed Company [****] Notification: [****] is hereby [****] with [****]
| • | The Amended and Restated Interactive Marketing Agreement between AOL, Inc. and Google Inc., Section 6.5(a)(i) |
| • | The WebSearch Services Agreement between AOL, Inc. and Google, Inc., Section 6.5(a)(i) |
| • | The [****] Agreement between Google [****], AOL [****], AOL [****], AOL [****] and AOL [****], Section 11.6.1(a)(i) |
| • | The [****] Agreement between AOL [****], AOL [****] and Google [****], Section 10.6.1(a)(i) |
| • | The [****] Agreement between AOL [****] and Google [****], Section 6.5.2(a)(i) |
| • | The [****] Agreement [****] Agreement [****] between AOL [****] and Google [****], Section 13.1(a)(i) |
| • | The Marketplace Agreement between AOL, Inc. and Google Inc., Section 21(i)(A) |
Accordingly, the first paragraph in each of the Change of Control Provisions, following the header “Change of Control: Change of Control of AOL: Right to Terminate”, shall now read as follows:
“Either party shall have the right to terminate this Agreement upon a Change of Control of [****] involving [****] (including [****]) (the “Listed Companies”) and their Affiliates, or the direct or indirect successors to or assigns of any of the foregoing (including the Affiliates of such successors and assigns) (all of the above, “Named Companies”).”
Kind regards,
Google, Inc.
cc:
President for AOL Media Networks
AOL Deputy General Counsel
AOL Global Operations Limited
AOL LLC
Robert Hickernell, Vice President, AOL Search
Paul Griffith, Senior Director, Business Development
