AOL AND OMNICOM INNOVATION PROGRAM OFFICIAL RULES

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AOL AND OMNICOM INNOVATION PROGRAM OFFICIAL RULES This Competition will be governed by the laws of the State of New York and you consent to the exclusive jurisdiction and venue of the courts of the State of New York for any disputes arising out of this Competition. If you do not agree with this provision and these Official Rules, please do not enter this Competition. COMMON TERMS USED IN THESE RULES: These are the official rules that govern how the AOL Xbox Innovation Day (XID) competition will operate ( Competition ). In these rules, we, our, and us refer to AOL Inc. and Omnicom Media Group, the sponsors of this Competition. You refers to an eligible Competition entrant. COMPETITION DESCRIPTION: This is a skill-based trade Competition and is not open to the general public. The object of this Competition is to drive an advertising solution across AOL s Xbox advertising platform and one or more of AOL s owned and operated (O&O) media properties WHEN DOES ROUND1/REGIONAL COMPETITION START AND END? The Round 1/Regional Competition starts at 12:01 a.m. Greenwich Mean Time (GMT) on April 25, 2016 and ends at 12:01 a.m. Pacific Standard Time (PST) on April 28, 2016. WHEN DOES THE FINAL ROUND COMPETITION START AND END? The Final Round Competition starts 12:01a.m. Greenwich Mean Time (GMT) on May 9, 2016 and ends at 12:01 a.m. Pacific Standard Time (PST) on May 14, 2015. CAN I ENTER? You are eligible to enter this Competition if you meet the following requirements at time Entry: You are an authorized employee (Director and below) of the Omnicom Media Group in the following four (4) regions: US (LA, NYC, Chicago) and UK; and You are NOT an employee of AOL Inc. or an employee of a AOL subsidiary; and You are NOT involved in any part of the administration and execution of this Competition; and You are NOT an immediate family (parent, sibling, spouse, child) or household member of an AOL employee, an employee of a AOL subsidiary, or a person involved in any part of the administration and execution of this Competition. This Competition is void where prohibited by law. HOW TO ENTER? Between March 28 2016 and April 12, 2016 ( Entry Period ), teams (min of 2, max 3 people) in each four (4) Regions will register through the XID Hub, attend an optional (but highly beneficial) prep session via skype, create a campaign across the Xbox advertising platform and on one or more of AOL s owned and operated (O&O) media properties and then perfect their pitches. For a region to participate, a minimum of six (6) teams must be formed, otherwise you will be asked to join another region.

The entrants will be measured on the creativity, feasibility, and engagement of the advertising campaign that they create across the Xbox advertising platform and on one or more of AOL s owned and operated (O&O) media properties ( Eligible Campaign ) inclusive of Huffington Post, TechCrunch, Engadget, SKYPE, Windows Ads in App, AOL.com, MSN. Bonus Points will be awarded based on the number of additional AOL O&O media properties included in the campaign. We are not responsible for entries that we do not receive for any reason. We will automatically disqualify any incomplete or illegible entry. SCHEDULE Entry Period March 28 April 12, 2016 8PM PST Competition Period April 25 May 16 8PMPST Round 1 Competition and Judging Day Date Events Competition Judging Time Time Monday April 25 UK competition 9am - 4pm 530pm Wednesday April 27 US (LA, NYC, CHI) competition 9am - 4pm 530pm on/before Monday May 2 Round 1 Winners Announced Final Round Competition and Judging Day Date Events Competition Time Judging Time Mon - Friday May 2-6 Final Round teams meet with AOL David Shing and XBOX product expert for creative consultation N/A N/A Mon - Friday Week of May 9 Final Round Judging Varies Varies on/before Monday May 16 Winners Announced WHAT CONSTITUTES AN ELIGIBLE ENTRY? To be eligible for the purpose of this Competition an Eligible Campaign must meet the following requirements: Each region will enter with at least six (6) teams Each team will have a min of 2, max 3 people Each team must enter their teams before the Entry Period deadline, April 12, 2016 The campaign must be created within the Competition period The advertising campaign MUST include the Xbox advertising platform and one or more of AOL s O&O media properties The campaign must be your teams own original work; and The campaign cannot have been selected as a winner in any other competition; and The campaign must conform to the Xbox and AOL O&O creative acceptance policy The campaign must be no more than a 10-minute presentation for judging

The campaign can be presented via the template provided in the XID Hub, pen and paper or oral presentation We reserve the right to reject any Entry, in our sole and absolute discretion, that we determine does not meet the above criteria. WINNER DETERMINATION AND PRIZES At the close of the Round 1/Regional competition, all of the participating teams in each Region will be judged based on the judging criteria below. Round 1/Regional judging will take place at the end of their competition day (times/location vary by region) by a panel of local AOL and Omnicom leadership. One (1) winner from each Region will be selected as a Finalist and move on to the Final Judging Round. Prior to the Final Round Judging, teams will have the opportunity to meet with David Shing and an XBOX product expert to receive creative consultation on how to improve their submissions for final round judging. In the Final Round Judging, The top scoring teams from Round 1/Regional competition will be given 10- minutes to pitch their campaigns to a selection of senior AOL and OMG executives via Skype - who will judge the winning campaign based on the judging criteria below. One Grand Prize winning team will be selected. The remaining runner-up teams will be awarded XBOX Ones (one for each member, up to 3). The winning team will be announced on/around May 16, 2016. JUDGING CRITERIA: Judging scorecard instructions: Creativity up to 50 points Was this something new? Was it unique? Does this represent an out of the box idea? Did the campaign successfully use more than one screen? Did it use rich media, mobile, video and/or the innovative ad experiences available on Xbox and at least one other AOL O&O property? Feasibility up to 25 points Was there a firm understanding of Xbox and AOL O&O property knowledge demonstrated? Are these ideas able to be implemented, pitched, sold? Engagement up to 25 points Did the campaign capture your attention? Did it have a wow factor? Is the campaign appealing to clients? Did it provide entertainment value, utility, and/or amplification via social channels? Bonus Points Awarded for the following o Incorporate one (1) additional (total of two) AOL media properties 10 points o Incorporate two (2) additional (total of three) AOL media properties 15 points o Incorporate three (3) additional (total of four) AOL media properties 20 points o Incorporate four (4) additional (total of five) AOL media properties 25 points PRIZES: Final Round runner-ups: The runner-up teams of the Final round judging will receive an Xbox One. Please allow 4-6 weeks after the announcement of the winning teams for delivery prize Final round Grand Prize: One Grand Prize winning team (min of 2, max 3 people) will be invited to attend the Cannes Lions Awards Festival in Cannes, France June 2016. This prize is offered for career development to meet and network with senior level executives that you normally wouldn't have an opportunity to on personal time. As guests of AOL each team member will receive: 1. Round trip coach airfare from major airport closest to winner's home

2. 4 nights standard hotel accommodations at Eden Hotel (or equivalent) 3. One pass to the Cannes Lions Festival 4. Round trip airport transfer The trip will be considered employee business travel. Winners are responsible for providing all required travel documents. If Cannes Lions Awards festival is cancelled for any reason, Sponsor shall have no further obligation to the winner. Travel subject to availability and must be completed on dates specified by the Sponsor or prize will be forfeited and awarded to an alternate winner. Some restrictions may apply. No cancellation of reservation or transfer of reservation to another date after reservation has been made. If you are a potential winner, we will notify you by sending a message to the e-mail address, the phone number, or mailing address (if any) provided at time of Entry within seven (7) days following completion of judging by. If the notification that we send is returned as undeliverable, or you are otherwise unreachable for any reason, we may award to a runner-up. If there is a dispute as to who is the potential winner, we will consider the potential winner to be the authorized account holder of the e-mail address used to enter the Competition. If you are a potential winner, we may require you to sign an Affidavit of Eligibility, Liability/Publicity Release and a W-9 tax form or W-8 BEN tax form within 10 days of notification. If you are a potential winner and you are 18 or older, but are considered a minor in your place of legal residence, we may require your parent or legal guardian to sign all required forms on your behalf. If you do not complete the required forms as instructed and/or return the required forms within the time period listed on the winner notification message, we may disqualify you and select a runner-up. If you are confirmed as a winner of this Competition: You may not exchange your prize for cash or any other merchandise or services. However, if for any reason an advertised prize is unavailable, we reserve the right to substitute a prize of equal or greater value; and You may not designate someone else as the winner. If you are unable or unwilling to accept your prize, we may award it to a runner up; and If you accept a prize, you will be solely responsible for all applicable taxes related to accepting the prize; and If you are otherwise eligible for this Competition, but are considered a minor in your place of residence, we may award the prize to your parent/legal guardian on your behalf; and Unless otherwise noted, all prizes are subject to their manufacturer s warranty and / or terms and conditions. WHAT OTHER CONDITIONS AM I AGREEING TO BY ENTERING? By entering this Competition you agree: To abide by these Official Rules; and To release and hold harmless AOL, Omnicom Media Group, and each of their respective parents, subsidiaries, affiliates, employees and agents from any and all liability or any injury, loss or damage of any kind arising from or in connection with this Competition, or any prize won; and That AOL s decisions will be final and binding on all matters related to this Competition; and

That, by accepting a prize, AOL may use of your proper name and state of residence online and in print, or in any other media, in connection with this Competition, without payment or compensation to you, except where prohibited by law. WHAT LAWS GOVERN THE WAY THIS COMPETITION IS EXECUTED AND ADMINISTRATED? This Competition will be governed by the laws of the State of New York, and you consent to the exclusive jurisdiction and venue of the courts of the State of New York for any disputes arising out of this Competition. WHAT IF SOMETHING UNEXPECTED HAPPENS AND THE COMPETITION CAN T RUN AS PLANNED? If someone cheats, or a virus, bug, catastrophic event, or any other unforeseen or unexpected event that cannot be reasonably anticipated or controlled, (also referred to as force majeure) affects the fairness and / or integrity of this Competition, we reserve the right to cancel, change or suspend this Competition. This right is reserved whether the event is due to human or technical error. If a solution cannot be found to restore the integrity of the Competition, we reserve the right to select winners from among all eligible entries received before we had to cancel, change or suspend the Competition. If you attempt to compromise the integrity or the legitimate operation of this Competition by hacking or by cheating or committing fraud in ANY way, we may seek damages from you to the fullest extent permitted by law. Further, we may ban you from participating in any of our future Competition, so please play fairly. HOW CAN I FIND OUT WHO WON? Final Grand Prize winner will be announced on/before Monday May 16, 2016. Alternatively, if you contact Kristin.celano@teamaol.com or AOLXID2016@teamaol.com within 30 days of May 16, 2015, she will provide you with the list of winners. WHO IS SPONSORING THIS COMPETITION? AOL 770 Broadway New York, NY 10003 Omnicom Media Group 195 Broadway, Floor 28, New York, NY 10007