AOL INC. CONFIDENTIAL NON-DISCLOSURE AGREEMENTAOL Inc. • September 18th, 2015 • Services-computer processing & data preparation • New York
In order to induce the parties hereto to disclose certain Confidential Information (as described below) and to protect such Confidential Information, AOL Inc., with offices at 22000 AOL Way, Dulles, Virginia 20166 (“AOL”) and Millennial Media Inc. with offices at COMPANY ADDRESS (the “Company”) hereby agree as follows:
JOINDER AGREEMENT TO CONFIDENTIAL NON-DISCLOSURE AGREEMENTJoinder Agreement • September 18th, 2015 • AOL Inc. • Services-computer processing & data preparation
This Joinder Agreement (this “Joinder”) to the Confidential Non-Disclosure Agreement (the “Original Agreement”), effective as of January 16, 2015, by and between AOL Inc., a Delaware corporation (“AOL”), and Millennial Media Inc., a Delaware corporation (the “Company”), is entered into as of the 18th day of May, 2015 (the “Effective Date”), by and between AOL, the Company and Verizon Communications Inc. (together with its Affiliates, “Verizon”).
PRIVATE AND CONFIDENTIAL August 26, 2015 Millennial Media, Inc.Private and Confidential • September 18th, 2015 • AOL Inc. • Services-computer processing & data preparation
Re: Exclusivity Agreement Amendment No.1Private and Confidential • September 18th, 2015 • AOL Inc. • Services-computer processing & data preparation • Delaware
Reference is made to that certain Exclusivity Agreement (the “Agreement”), dated as of June 9, 2015, by and between AOL Inc. (together with its successors and assigns, “AOL”) and Millennial Media, Inc. (“Millennial Media”). AOL acknowledges that its exclusive right to negotiate with Millennial Media regarding the Proposed Transaction under the Agreement terminated on July 17, 2015. Millennial Media recognizes that AOL’s continued evaluation and negotiation of the Proposed Transaction requires the expenditure of additional time, effort and resources, both internal and external, by AOL. In consideration for, among other things, the willingness of AOL to devote such time, effort and resources in connection with the pursuit of the Proposed Transaction, the parties, intending to be legally bound, hereby agree to amend the Agreement as follows (this “Amendment”):
Re: Exclusivity AgreementPrivate and Confidential • September 18th, 2015 • AOL Inc. • Services-computer processing & data preparation
AOL Inc. (together with its successors and assigns, “AOL”) has commenced discussions with Millennial Media, Inc. (“Millennial Media”) regarding a possible acquisition of a majority of the consolidated assets or securities of Millennial Media by AOL, whether by merger, purchase or otherwise (the “Proposed Transaction”). Millennial Media recognizes that AOL’s continued evaluation and negotiation of the Proposed Transaction would require the expenditure of significant additional time, effort and resources, both internal and external, by AOL. In consideration for, among other things, the willingness of AOL to devote such time, effort and resources in connection with the pursuit of the Proposed Transaction, the parties hereto, intending to be legally bound, hereby agree as follows (this “Agreement”):
