CONFIDENTIAL TREATMENT REQUESTED

Email Services:   Synacor currently provides to Client an email service, the data related to which is hosted in a data center [*] (such data center referred to as “Data Center One”) on equipment leased or owned [*].  Synacor and Client agree to revise the email service such that such data is moved into a new data center [*] (“Data Center Two”) and the equipment on which it is stored is upgraded.  The new equipment will be provided [*] and managed by Synacor, and upon the migration of the data to Data Center Two, the email service provided by Synacor will be a managed email service (the “Synacor Managed Email Service”). [*]

Term:  Section 7.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

Definitions:  Section 1 of Schedule A of the Agreement is hereby amended as follows:

Financial Terms: Section 4(c)(v) of Schedule A of the Agreement is here by deleted and replaced with the following:

Amended and Restated Agreement.  Client and Synacor agree to work together in good faith to amend and restate the existing agreement between them [*].  Such effort may include, but not be limited to, [*], further definition of the Synacor Managed Email Service including any benefits, commitments, and restrictions associated with such service, and revision of the agreement to reflect the Synacor Managed Email Service rather than the current email solution.

Timing for Migration of Email Boxes. Once the new amended and restated agreement referenced in Section 5 above is signed by the parties, Synacor and Client will use commercially reasonable efforts to migrate all existing email boxes from the current data centers [*] to the Synacor Managed Email Service in Data Center Two as quickly as possible while still maintaining the security and integrity of the email boxes.  

[*]  Synacor acknowledges Client’s preference is for Synacor to [*] associated with the Synacor Managed Email Solution, and Synacor currently intends to [*] for that purpose.  However, such commitment by Synacor [*] is contingent on the mutual agreement to the new amended and restated agreement between Synacor and Client.  If for any reason the parties are not able to come to such agreement [*], Synacor may notify [*] that it cannot move forward with them for the Synacor Managed Email Service and in turn will notify Client of such determination.  In such event, this Ninth Amendment will be terminated upon the date set forth in such notice to Client.

Scope of Amendment:  This Ninth Amendment supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Ninth Amendment.  This Ninth Amendment shall be integrated into, and form a part of, the Agreement as of the Ninth Amendment Effective Date.  All terms and conditions of the Agreement shall remain unchanged except as expressly modified by this Ninth Amendment; and the terms of the Agreement as modified by this Ninth Amendment are hereby ratified and confirmed.  If the terms of the Agreement conflict with those of this Ninth Amendment, the terms of this Ninth Amendment shall control.  This Ninth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.