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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/26/09 AOL Inc. 10-12B/A¶ 39:7.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-12B/A Form 10 Amendment #2 HTML 121K
39: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 42K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 251K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 25K
4: EX-8.1 Opinion re: Tax Matters HTML 24K
5: EX-10.1 Material Contract HTML 86K
6: EX-10.2 Material Contract HTML 68K
7: EX-10.3 Material Contract HTML 206K
8: EX-10.4 Material Contract HTML 112K
9: EX-10.5 Material Contract HTML 41K
10: EX-10.66 Material Contract HTML 30K
11: EX-10.67 Material Contract HTML 14K
12: EX-10.68 Material Contract HTML 876K
13: EX-10.69 Material Contract HTML 24K
14: EX-10.70 Material Contract HTML 22K
15: EX-10.71 Material Contract HTML 19K
16: EX-10.72 Material Contract HTML 20K
17: EX-10.73 Material Contract HTML 210K
18: EX-10.74 Material Contract HTML 362K
19: EX-10.75 Material Contract HTML 20K
20: EX-10.76 Material Contract HTML 26K
21: EX-10.77 Material Contract HTML 301K
22: EX-10.78 Material Contract HTML 43K
23: EX-10.79 Material Contract HTML 214K
24: EX-10.80 Material Contract HTML 15K
25: EX-10.81 Material Contract HTML 117K
26: EX-10.82 Material Contract HTML 91K
27: EX-10.83 Material Contract HTML 60K
28: EX-10.84 Material Contract HTML 28K
29: EX-10.85 Material Contract HTML 31K
30: EX-10.86 Material Contract HTML 17K
31: EX-10.87 Material Contract HTML 48K
32: EX-10.88 Material Contract HTML 50K
33: EX-10.89 Material Contract HTML 45K
34: EX-10.90 Material Contract HTML 37K
35: EX-10.91 Material Contract HTML 79K
36: EX-10.93 Material Contract HTML 50K
37: EX-21.1 Subsidiaries HTML 27K
38: EX-99.1 Information Statement HTML 1.96M
| EXHIBIT 10.69 |
Exhibit 10.69
Polar Capital Group, LLC
584 Broadway Suite 1206
Attn: Jon Brod, Manager
Polar News Company, LLC
584 Broadway Suite 1206
Attn: Jon Brod, Manager
Re: AOL LLC / Patch Media Corporation Merger Consideration Payable to Polar News Company, LLC
Ladies and Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of May 30, 2009, by and among AOL LLC, a Delaware limited liability company (“Parent”), Pumpkin Merger Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Patch Media Corporation, a Delaware corporation (the “Company”), and Jon Brod, in his capacity as the Stockholders’ Agent (as the same may be amended, supplemented, modified and/or restated from time to time, the “Merger Agreement”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement.
This letter is being delivered to document our mutual understanding with respect to the treatment of the Series A-1 Merger Consideration that Polar News Company, LLC (“Polar News”) will receive in connection with the Merger. Pursuant to the terms of the Merger Agreement, following the Closing, Polar News is entitled to receive $5,307,171.82 (the “Polar News Merger Consideration”), $530,902.31 of which will be placed in the Escrow Fund and be governed by the terms of the Merger Agreement and the Escrow Agreement. As a result of Polar Capital Group, LLC’s (“Polar Capital”) economic interest in Polar News, Polar Capital is entitled to receive $4,567,171.82 (the “Polar Capital Merger Consideration”) of the Polar News Merger Consideration, less $456,902.31 (which represents Polar Capital’s pro rata share of the amount to be placed in the Escrow Fund on behalf of Polar News). As a result of Jon Brod’s economic interest in Polar News, Jon Brod is entitled to receive $740,000 (the “Jon Brod Merger Consideration”) of the Polar News Merger Consideration, less $74,000 (which represents Jon Brod’s pro rata share of the amount to be placed in the Escrow Fund on behalf of Polar News).
Immediately following the Closing, Polar News shall submit a letter of transmittal to the Paying Agent directing the Paying Agent to distribute the Polar News Merger Consideration, net of $530,902.31, as follows: (1) payment to Polar News of $666,000, which represents the Jon Brod Merger Consideration net of the escrow withholding (which such amount Polar News shall distribute to Jon Brod promptly following receipt from the Paying Agent); and (2) payment to Parent of $4,110,269.51, which represents the Polar Capital Merger Consideration net of the escrow withholding (which such amount Polar Capital agrees shall be retained by Parent in lieu of distribution to Polar Capital).
Upon expiration of the Claim Period, Parent and Jon Brod shall instruct the Escrow Agent to distribute Polar News’ portion of the Escrow Fund as follows: (1) payment to Polar News of the
remaining amount of the escrow withholding portion of the Jon Brod Merger Consideration (which such amount Polar News shall distribute to Jon Brod promptly following receipt from the Escrow Agent); and (2) payment to Parent of the remaining amount of the escrow withholding portion of the Polar Capital Merger Consideration (which such amount Polar Capital agrees shall be retained by Parent in lieu of distribution to Polar Capital).
As soon as practicable following the commencement of public trading of a class of equity securities of Parent, its holding company or successor entity to all or substantially all of the assets and business of Parent (“AOL Securities”) or receipt by Parent of the escrow withholding portion of the Polar Capital Merger Consideration, as applicable, when Parent, its holding company or successor entity to all or substantially all of the assets and business of Parent is first legally and contractually permitted to do so, Parent agrees to cause to be issued shares of AOL Securities to Polar Capital in an amount equal to the Polar Capital Merger Consideration received by Parent from the Paying Agent or Escrow Agent at a price per share equal to the average of the high and low price of AOL Securities as reported by the primary national securities exchange on which such AOL Securities are listed for trading on the day on which shares of AOL Securities are issued to Polar Capital.
Each of Polar News, Jon Brod and Polar Capital shall take all actions necessary to amend all agreements to which they are a party or subject, to allow for compliance with the terms and conditions of this letter agreement.
(Remainder of this page intentionally left blank)
Please indicate receipt of this letter agreement and acceptance of its terms and conditions by signing in the space provided below and returning to Parent an original signed copy of this letter.
| AOL LLC | ||
| By: | /S/ IRA PARKER | |
| Name: | Ira Parker | |
| Title: | EVP, Coporate & Business Development & General Counsel | |
Acknowledged and Agreed:
| The Polar Capital Group, LLC | ||||
| By: | ||||
| Name: | Jon Brod | |||
| Title: | Manager | |||
| Polar News Company, LLC | ||||
| By: | ||||
| Name: | Jon Brod | |||
| Title: | Manager | |||
Please indicate receipt of this letter agreement and acceptance of its terms and conditions by signing in the space provided below and returning to Parent an original signed copy of this letter.
| AOL LLC
| ||
| By: | ||
| Name: | ||
| Title: | ||
Acknowledged and Agreed:
| The Polar Capital Group, LLC | ||||
| By: | /S/ JON BROD | |||
| Name: | Jon Brod | |||
| Title: | Manager | |||
| Polar News Company, LLC | ||||
| By: | /S/ JON BROD | |||
| Name: | Jon Brod | |||
| Title: | Manager and Member | |||
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/26/09 | None on these Dates | ||
| 6/10/09 | ||||
| 5/30/09 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/09 SEC UPLOAD¶ 9/22/17 1:16K AOL Inc. |