Exhibit B to Agreement and Plan of Merger STOCK OPTION AGREEMENT, dated as of December 21, 1999 (the "Agreement"), between AMERICA ONLINE, INC., a Delaware corporation ("Parent"), and MAPQUEST.COM, INC., a Delaware corporation (the "Company")....Stock Option Agreement • January 3rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • New York
Exhibit 4.7 NON-QUALIFIED STOCK OPTION AGREEMENT Date of Grant: This NON- QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Quackware, Inc. a California...Non-Qualified Stock Option Agreement • September 25th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
AMONGMerger Agreement • February 11th, 1999 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
ANDRights Agreement • May 15th, 1998 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • January 14th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
America Online, Inc. 4% Convertible Subordinated Notes due November 15, 2002 Registration Rights AgreementRegistration Rights Agreement • December 2nd, 1997 • America Online Inc • Services-computer programming, data processing, etc. • New York
Form of Underwriting Agreement America Online, Inc. Convertible Subordinated Notes Due 2019 Underwriting Agreement New York, New York December 1, 1999 Salomon Smith Barney Inc. Morgan Stanley & Co. Incorporated, as Representatives of the several...Underwriting Agreement • December 2nd, 1999 • America Online Inc • Services-computer programming, data processing, etc. • New York
TABLE OF CONTENTS ARTICLE I THE PURCHASE AND SALE 1.1 PURCHASE AND SALE 2 1.2 THE CLOSING 2 1.3 EXCHANGE OF CONSIDERATION 2 1.4 DELAYED ASSETS AND LIABILITIES 3 1.5 COMPUSERVE TRANSITIONAL MATTERS 4 1.6 ANS TRANSITIONAL MATTERS. 7 1.7 EMPLOYEE...Purchase and Sale Agreement • September 15th, 1997 • America Online Inc • Services-computer programming, data processing, etc. • Georgia
Exhibit 4.5 RESTRICTED STOCK AGREEMENT This AGREEMENT is made as of the ____ day of ________ 1999 (the "Grant Date") by and between America Online, Inc., a Delaware corporation having a principal place of business in Dulles, Virginia ("AOL" or the...Restricted Stock Agreement • January 7th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
ARTICLE I VOTINGStockholders Agreement • January 3rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.1 STOCK OPTION AGREEMENT, dated as of January 10, 2000 (the "Agreement"), between America Online, Inc., a Delaware corporation ("Grantee"), and Time Warner Inc., a Delaware corporation ("Issuer"). W I T N E S S E T H: WHEREAS, Grantee and...Stock Option Agreement • January 14th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
CONFORMED COPY EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 3rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • New York
TRUSTEEIndenture • December 2nd, 1999 • America Online Inc • Services-computer programming, data processing, etc. • New York
Section 2.1 Statutory Merger 7 Section 2.2 Effective Time 7 Section 2.3 Certificate of Incorporation; Bylaws 7 Section 2.4 Directors and Officers 8Merger Agreement • December 3rd, 1998 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
ARTICLE I VOTINGVoting Agreement • June 23rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
ARTICLE I VOTINGVoting Agreement • January 14th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
TABLE OF CONTENTSAgreement of Purchase and Sale • June 11th, 1998 • America Online Inc • Services-computer programming, data processing, etc. • New York
PURCHAGREE.DOC America Online, Inc. 4 % Convertible Subordinated Notes due November 15, 2002 Purchase AgreementPurchase Agreement • December 2nd, 1997 • America Online Inc • Services-computer programming, data processing, etc. • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of April 1, 1993, is entered into between Redgate Communications Corporation, a Delaware corporation (the "Company"), and Theodore J. Leonsis (the "Employee"). RECITAL The...Employment Agreement • September 29th, 1997 • America Online Inc • Services-computer programming, data processing, etc. • Florida
BETWEENMerger Agreement • January 14th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
EXHIBIT 10.2 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ASTERISKS (*) DENOTE SUCH OMISSIONS Sun microsystems SUN MICROSYSTEMS, INC. SERVICE...Service Provider Agreement • February 10th, 1999 • America Online Inc • Services-computer programming, data processing, etc. • California
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT by and betweenStockholders and Registration Rights Agreement • June 23rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit 4.5 NEITHER THIS OPTION NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF A REGISTRATION, OR THE AVAILABILITY OF...Option Assumption Agreement • January 20th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of October 29, 1996, is by and between America Online, Inc., a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166-9323 (the "Company") and Robert W. Pittman...Employment Agreement • September 29th, 1997 • America Online Inc • Services-computer programming, data processing, etc. • Virginia
EXHIBIT 10.1 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ASTERISKS (*) DENOTE SUCH OMISSIONS STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT This...Strategic Development and Marketing Agreement • February 10th, 1999 • America Online Inc • Services-computer programming, data processing, etc. • California
May 17, 2000 Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. America Online, Inc. 22000 AOL Way Dulles, Virginia 20166 Ladies and Gentlemen: We have...Agreement and Plan of Merger • May 24th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc.
AMENDMENT NO. 1Merger Agreement • April 4th, 2000 • America Online Inc • Services-computer programming, data processing, etc. • New York
Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. MapQuest.com, Inc. 3710 Hempland Road Mountville, Pennsylvania 17554 Ladies and Gentlemen: We have...Agreement and Plan of Merger • April 4th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
We have acted as special counsel to MapQuest.com, Inc., a Delaware corporation (the "Company"), in connection with the proposed merger (the "Merger") of MQ Acquisition, Inc. ("Sub"), a Delaware corporation and a direct, wholly-owned subsidiary of America Online, Inc., a Delaware corporation ("Parent"), with and into the Company. All capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 21, 1999, as amended, among Parent, Sub and the Company (the "Merger Agreement"). This opinion is being delivered in connection with Parent's Registration Statement on Form S-4 relating to the proposed Merger pursuant to the Merger Agreement (the "Registration Statement") to which this opinion appears as an exhibit.
May 24, 2000 Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. MapQuest.com, Inc. 3710 Hempland Road Mountville, Pennsylvania 17554 Ladies and Gentlemen:...Agreement and Plan of Merger • May 24th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc.
TIVO INC.Investment Agreement • June 23rd, 2000 • America Online Inc • Services-computer programming, data processing, etc. • New York
Name: Name: ------------------------ ----------------------------- Title: Title: ------------------------------ -----------------------------Voting Trust Agreement • April 14th, 1997 • America Online Inc • Services-computer programming, data processing, etc. • California
VOTING TRUST AGREEMENT This Voting Trust Agreement (the "Agreement") is entered into as of November 25, 1996 (the "Effective Date"), by and among Excite, Inc., a California corporation (the "Company"), America Online, Inc., a Delaware corporation (the "Shareholder"), AOL Ventures, Inc., a Delaware corporation and wholly owned subsidiary of the Shareholder ("AOL Ventures"), and Richard Redding (the "Voting Trustee"). References herein to the Shareholder shall be deemed to include AOL Ventures.
WITNESSETH:Nondisclosure and Nonsolicitation Agreement • November 14th, 1997 • America Online Inc • Services-computer programming, data processing, etc. • Delaware
Re: Agreement and Plan of Merger dated as of December 21, 1999, as amended, among America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc. America Online, Inc. 22000 AOL Way Dulles, Virginia 20166 Ladies and Gentlemen: We have acted as...Agreement and Plan of Merger • April 4th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
We have acted as counsel to America Online, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-4, File Number 333-30208 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance by the Company of up to 12,948,940 shares of common stock, par value $0.01 per share (the "America Online Common Stock"), upon consummation of the Agreement and Plan of Merger, dated as of December 21, 1999, as amended (the "'Merger Agreement"), among the Company, MQ Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and MapQuest.com, Inc., a Delaware corporation ("MapQuest"). Upon consummation of the Merger (as defined in the Merger Agreement), Merger Sub will be merged with and into MapQuest and each outstanding share of common stock, $0.001 per share, of MapQuest will be convert
350,000,000 4% CONVERTIBLE SUBORDINATED NOTES DUE NOVEMBER 15, 2002 Between AMERICA ONLINE, INC. as Issuer and STATE STREET BANK AND TRUST COMPANY as Trustee Dated as of November 17, 1997 TABLE OF CONTENTSConvertible Subordinated Notes Agreement • December 2nd, 1997 • America Online Inc • Services-computer programming, data processing, etc. • New York
WAIVER OF TERMSWaiver of Terms • May 24th, 2000 • America Online Inc • Services-computer programming, data processing, etc.
