EXHIBIT 10.45



 Exhibit 10.45 
 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: [****]. 
 TWENTY-SECOND
AMENDMENT TO AMENDED AND RESTATED 
 INTERACTIVE MARKETING AGREEMENT 
 This Twenty-Second Amendment to Amended and Restated lnteractive Marketing Agreement (“Twenty-Second Amendment”) is entered
into by and between AOL LLC, a Delaware limited liability company (formerly known as America Online, Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166 (“AOL”), and GOOGLE INC., a Delaware corporation
(successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”), effective as of March 13, 2009 12:00 am Pacific Time (the “Twenty-Second
Amendment Effective Date”). AOL and Google may be referred to individually as a “Party” and collectively as the “Parties”. 
 INTRODUCTION 
 The Parties hereto wish to further amend that certain Amended and Restated
lnteractive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended previously by that certain First Amendment to the Amended and Restated lnteractive Marketing Agreement effective as of December 15,
2003 (the “First Amendment”), that Second Amendment to Amended and Restated lnteractive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment”), that Third Amendment to Amended and Restated
lnteractive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), that Fourth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of June 1, 2004 (the “Fourth
Amendment”), that Fifth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated lnteractive Marketing
Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated lnteractive Marketing Agreement effective as of March 28, 2005 (the “Seventh Amendment”),
that Eighth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of April 28, 2005 (the “Eighth Amendment”), that Ninth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of
December 15, 2005 (the “Ninth Amendment”), that Tenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of March 24, 2006 (the “Tenth Amendment”), that Eleventh Amendment to
Amended and Restated lnteractive Marketing Agreement effective as of September 28, 2006 (the “Eleventh Amendment”), that Twelfth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of
December 15, 2006 (the “Twelfth Amendment”), that Thirteenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of January 12, 2007 (the “Thirteenth Amendment”), that Fourteenth
Amendment to Amended and Restated lnteractive Marketing Agreement effective as of February 16, 2007 (the “Fourteenth Amendment”), that Fifteenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of
March 2, 2007 (the “Fifteenth Amendment”), that Sixteenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of September 24, 2007 (the “Sixteenth Amendment”), that Seventeenth
Amendment to Amended and Restated lnteractive Marketing Agreement effective as of February 29, 2008 (the “Seventeenth Amendment”), that Eighteenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as
of March 31, 2008 (the “Eighteenth Amendment”), that Nineteenth Amendment to Amended and Restated lnteractive Marketing Agreement effective as of April 30, 2008 (the “Nineteenth Amendment”), that Twentieth
Amendment to Amended and Restated lnteractive Marketing Agreement effective as of October 1, 2008 (the “Twentieth Amendment”), that Twenty-First Amendment to Amended and Restated lnteractive Marketing Agreement effective as of
November 1, 2008 (the “Twenty-First Amendment”) and that Addendum One to the Second Amendment to Amended and Restated lnteractive Marketing Agreement dated October 5, 2004 (“Addendum One”) (the IMA and
such amendments and addendum, collectively the “Existing Agreement” and the Existing Agreement together with the Twenty-Second Amendment, the “Agreement”). Capitalized terms not defined in this Twenty-Second
Amendment shall have the meanings set forth in the Existing Agreement. 
  


					
	GOOGLE CONFIDENTIAL	 		 	22nd Amendment
		 		 	EXECUTION COPY March 12.09









 AGREEMENT 
 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing
Agreement as follows: 
 Amendment to the Agreement. AOL and Google hereby agree that effective as of
March 13, 2009 12:00 am Pacific time, the Twenty-First Amendment is hereby amended to delete [****] from the Content Targeted URLs list set forth in Exhibit A of the Twenty-First Amendment. AOL acknowledges that for purposes of the
Agreement, as of March 13, 2009 12:00 am Pacific time, Time Warner Cable Inc. (including its wholly owned subsidiary, Road Runner HoldCo LLC) is no longer deemed an Affiliate as defined in Section 4.4, Section 6.5(a)(ii) and Exhibit A
of the Agreement. 
 Order of Precedence. This Twenty-Second Amendment is supplementary to and modifies the
Existing Agreement. The terms of this Twenty-Second Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Twenty-Second Amendment and the Existing Agreement expressly conflict. However, nothing in this
Twenty-Second Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Twenty-Second
Amendment. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Twenty-Second Amendment shall be interpreted to have full force and effect on any other relevant provisions of
the Existing Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms. 
 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof. The Agreement supersedes any other prior or collateral agreements, whether oral
or written, with respect to the subject matter hereof. 
 Counterparts; Facsimile. This Twenty-Second Amendment
may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Twenty-Second Amendment may be executed by facsimile. 
 IN WITNESS WHEREOF, the Parties have executed this Twenty-Second Amendment to the Amended and Restated Interactive Marketing Agreement.

  

							
	AOL LLC	    	GOOGLE INC.
				
	By:	 	 /s/ Steven Quan
	    	By:	 	 /s/ Sanjay Kapoor

	Name:	 	 Steven Quan
	    	Name:	 	 Sanjay Kapoor

	Title:	 	 VP, Business Development
	    	Title:	 	 Sr. Director, Strategic Partnerships Google, Inc.

	Date:	 	 3/13/09
	    	Date:	 	 2009.03.13 13:42:30-07'00'


  


					
	GOOGLE CONFIDENTIAL	 		 	22nd Amendment
		 		 	EXECUTION COPY March 12.09