EXHIBIT 10.69



 Exhibit 10.69 
 June 10, 2009 
 Polar Capital Group, LLC 
 584 Broadway Suite 1206 
 New York, NY 10012

 Attn: Jon Brod, Manager 
 Polar News
Company, LLC 
 584 Broadway Suite 1206 
 New York, NY 10012 
 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. 
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 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