Exhibit 4.1



 Exhibit 4.1 
 CERTIFICATE OF INCORPORATION 
 OF 
 AOL INC. 
 The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies that: 
 FIRST: The name of the corporation is AOL Inc. (the “Corporation”). 
 SECOND: The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711
Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the State of Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company. 
 THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the “DGCL”). 
 FOURTH: 1. Common Stock. The total number of shares
of all classes of stock which the Corporation shall have authority to issue is 105,700,000 shares of common stock, par value $0.01 per share (the “Common Stock”). All shares of Common Stock will be identical and will entitle the holders
thereof to the same rights and privileges. 
 2. Voting Rights. The holders of Common Stock will be entitled to one vote
per share on all matters to be voted on by the Corporation’s stockholders, except as otherwise required by law. There shall be no cumulative voting. 
 3. Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefore as and when determined by the Board of Directors, subject to any provision of this
Certificate of Incorporation, as it may be amended from time to time. 
 4. Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock shall be entitled to share, ratably according to the number of shares of Common Stock held by them, in the remaining assets
of the Corporation available for distribution to its stockholders. 
 FIFTH: To the fullest extent permitted by the DGCL as the
same now exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director. Any repeal or modification of this Article Fifth
shall not adversely affect any right or protection of a director existing at the time of such repeal or modification. 







 SIXTH: The Board of Directors, acting by majority vote, is expressly authorized to adopt,
amend or repeal the bylaws of the Corporation. 
 SEVENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are subject to this reservation. 
 EIGHTH: The name and mailing address of the incorporator is Erin Tulk, 22000 AOL Way, Dulles, Virginia 20166. 
 IN WITNESS WHEREOF, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, does make, file and
record this Certificate, and does certify that the facts herein stated are true and has signed this Certificate of Incorporation on November 2, 2009. 
  

	
	 /s/ Erin Tulk

	Erin Tulk
	Sole Incorporator


  

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