EX-4.2



 Exhibit 4.2 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 
 (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH
IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

(2) AGREES FOR THE BENEFIT OF AOL INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: 
 (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, OR 
 (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES
ACT, OR 
 (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR 

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 







 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 







 AOL Inc. 

0.75% Convertible Senior Note due 2019 
 No. RA-1

 CUSIP No. 00184X AA3 
 ISIN No. US00184XAA37 

AOL Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,”
which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the
“Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $379,500,000 in aggregate at any time, in
accordance with the rules and procedures of the Depositary, on September 1, 2019, and interest thereon as set forth below. 

This Note shall bear interest at the rate of 0.75% per year from August 19, 2014, or from the most recent date to which interest has
been paid or provided for to, but excluding, the next scheduled Interest Payment Date until September 1, 2019. Accrued interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of actual days elapsed over a 30-day month. Interest is payable semi-annually in arrears on each March 1 and September 1, commencing on March 1, 2015, to Holders of record at the close of business on the preceding
February 15 and August 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference
to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any
express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, from, and including, the relevant payment date to, but
excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. 

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds
in lawful money of the United States at the time to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any
Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in New
York, New York, as a place where Notes may be presented for payment or for registration of transfer and exchange. 

  
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 Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations
set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York. 
 In the case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

					
	AOL INC.
		
	By:	 	 /s/ Karen Dykstra

		 	Name:	 	Karen Dykstra
		 	Title:	 	Chief Financial and Administrative Officer


  

			
	Dated: August 19, 2014
	
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION
  

THE BANK OF NEW YORK MELLON
 as Trustee, certifies that this is
one of the Notes described in the within-named Indenture.

		
	By:	 	 /s/ Francine Kincaid

		 	Authorized Signatory








 REVERSE OF NOTE 

AOL Inc. 
 0.75% Convertible Senior
Note due 2019 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.75% Convertible Senior
Notes due 2019 (the “Notes”), initially limited to the aggregate principal amount of $379,500,000 all issued or to be issued under and pursuant to an Indenture dated as of August 19, 2014 (the “Indenture”),
between the Company and The Bank of New York Mellon (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in
this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. 
 In case certain Events of
Default, as defined in the Indenture, shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and
upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change
Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay
cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. 
 The
Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture
that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its
consequences. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon
conversion of, this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed. 

  
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 The Notes are issuable in registered form without coupons in denominations of $1,000 principal
amount and multiples thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the
name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 

The Notes are not subject to redemption through the operation of any sinking fund or otherwise. 

Upon the occurrence of a Fundamental Change prior to the Maturity Date, the Holder has the right, at such Holder’s option exercised in
the manner specified in the Indenture, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a price
equal to the Fundamental Change Repurchase Price. 
 Subject to the provisions of the Indenture, the Holder hereof has the right, at its
option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion
thereof that is $1,000 or a multiple thereof, into, at the Company’s election, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in the Indenture at the Conversion Rate specified in
the Indenture and as adjusted from time to time as provided in the Indenture. 
 The Indenture, under certain circumstances, restricts the
ability of a Person to receive shares of Common Stock upon conversion of a Note to the extent, but only to the extent, that such receipt would cause such Person to become, directly or indirectly, a “beneficial owner” (within the meaning of
Section 13(d) of the Exchange Act) of more than the 4.9% of the shares of Common Stock outstanding at such time. 
 Terms used in this
Note and defined in the Indenture are used herein as therein defined. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM = as tenants in common 

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 

  
 R-3 








 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

AOL Inc. 
 0.75% Convertible Senior
Notes due 2019 
 The initial principal amount of this Global Note is THREE HUNDRED SEVENTY NINE MILLION, FIVE HUNDRED THOUSAND DOLLARS
($379,500,000). The following increases or decreases in this Global Note have been made: 
  

									
	 Date of exchange
	  	Amount of
decrease in
principal amount
of this Global Note	  	Amount of
increase in
principal amount
of this Global Note	  	Principal amount
of this Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 R-4 








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
 To: AOL Inc.

 To: The Bank of New York Mellon 
 101 Barclay Street 

New York, New York 10286 
 Attention: Corporate Trust Division
– Corporate Finance Unit 
 The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the
portion hereof (that is $1,000 principal amount or a multiple thereof) below designated, into, at the Company’s election, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the
terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the
undersigned on account of interest accompanies this Note. 
  

							
	Dated:	 	  
	 		 	  

				
		 		 		 	  

		 		 	Signature(s)
			
	  
	 		 	
	Signature Guarantee	 		 	
			
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant
to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.	 		 	


  
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	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:	 		 		 	
				
	  
	 		 		 	
	(Name)	 		 		 	
				
	  
	 		 		 	
	(Street Address)	 		 		 	
				
	  
	 		 		 	
	(City, State and Zip Code)	 		 		 	
	Please print name and address	 		 		 	
				
		 		 		 	Principal amount to be converted (if less than all): $        ,000
				
		 		 		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
				
		 		 		 	  

		 		 		 	Social Security or Other Taxpayer Identification Number


  
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 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

To: AOL Inc. 
 To: The Bank of New York Mellon 

101 Barclay Street 
 New York, New York 10286 

Attention: Corporate Trust Division – Corporate Finance Unit 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from AOL Inc. (the “Company”) as to the
occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture
referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during
the period after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. 

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

 

							
	Dated:	 	  
	 		 	
				
		 		 		 	  

		 		 		 	Signature(s)
				
		 		 		 	  

		 		 		 	Social Security or Other Taxpayer Identification Number
				
		 		 		 	Principal amount to be repurchased (if less than all): $        ,000
				
		 		 		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


  
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 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 
 The Bank of
New York Mellon 
 as Trustee and Registrar 
 101 Barclay Street

 New York, New York 10286 
 Attention: Corporate Trust
Division – Corporate Finance Unit 
 For value received
                                         hereby
sell(s), assign(s) and transfer(s) unto
                                         (Please
insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints
                                         attorney
to transfer the said Note on the books of AOL Inc. (the “Company”), with full power of substitution in the premises. 
 In
connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: 

 ̈ To the Company or a subsidiary thereof; or 

 ̈ Pursuant to a registration statement that has become or been declared effective under the Securities Act of
1933, as amended; or 
  ̈ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as
amended; or 
  ̈ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended,
or any other available exemption from the registration requirements of the Securities Act of 1933, as amended. 

  
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	Dated:	 	  

	
	  

	
	  

	Signature(s)
	
	  

	Signature Guarantee
	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

 NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever. 

  
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