Exhibit 10.4



 Exhibit 10.4 

Execution Copy 

FIFTH AMENDMENT TO SEARCH SERVICES AGREEMENT 

This Fifth Amendment to Search Services Agreement (“Fifth Amendment”) is entered into by and between AOL Inc.
(successor-in-interest to AOL LLC), a Delaware corporation, with its principal place of business at 770 Broadway, New York, NY 10003 (“AOL”), and Time Inc. (“TI”), a Delaware corporation with offices at 1271 Avenue
of the Americas, New York, New York 10020, effective as of March 31, 2010 (the “Fifth Amendment Effective Date”). 

INTRODUCTION 

The Parties hereto wish to amend the Search Services Agreement entered into by and between the AOL and TI on August 23, 2007, as
amended by the First Amendment dated as of March 10, 2009, Second Amendment dated as of December 17, 2009, the Third Amendment dated as of January 31, 2010, and the Fourth Amendment dated as of February 28, 2010 (collectively,
the “Existing Agreement”). Together, the Existing Agreement and this Fifth Amendment shall be referred to collectively as the “Agreement”. Capitalized terms not defined in this Fifth Amendment shall have the
meanings set forth in the Existing Agreement. 
 AGREEMENT 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend the Existing
Agreement as follows: 
  

	1.	Term. Section 6.1 (titled, “Term”) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:


 “This Agreement will commence on the Effective Date and shall expire at 11:59 p.m. (EST) on April 30,
2010, unless terminated earlier as provided for in this Agreement (the “Term”). TI may terminate this Agreement by providing written notice to AOL at least three (3) business days in advance of the desired effective early
termination date, which written notice may be in the form of email to the following AOL employees: (i) Steve Quan, VP Business Development at Steven.Quan@corp.aol.com, and (ii) Francis Lobo, VP AOL Search at
Francis.Lobo@corp.aol.com.” 
  

	2.	Order of Precedence; Entire Agreement. Except as expressly modified by this Fifth Amendment, all terms and conditions, and provisions of the Existing
Agreement shall continue in full force and effect. In the event of conflict between the terms and conditions of the Existing Agreement and the terms and conditions of this Fifth Amendment, the terms and conditions of this Fifth Amendment will
control. The Existing Agreement, together with any exhibits, and schedules attached thereto and referenced therein, all as modified by this Fifth Amendment, constitutes the entire and exclusive agreement between the Parties with respect to the
subject matter thereof. 

  

	3.	Counterparts; Facsimile. This Fifth 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 Fifth Amendment may be executed by signatures transmitted by facsimile. 


IN WITNESS WHEREOF, the Parties have caused this Fifth Amendment to Search Services Agreement to be signed by their duly authorized
representatives and delivered as of the dates set forth below. 
  

									
	 AOL INC.
	 		 	TIME INC.
					
	By:	 	 /s/ Steven Quan
	 		 	By:	 	 /s/ Kavata Mbondo

	Name:	 	Steven Quan	 		 	Name:	 	Kavata Mbondo
	Title:	 	VP, Business Development	 		 	Title:	 	Dir., Inventory Analytics & Bus. Dev.
	Date:	 	3/30/10	 		 	Date:	 	3/30/2010

  


			
	 Confidential