CONFIDENTIAL TREATMENT REQUESTED AMENDMENT #5 TO AMENDED AND RESTATED MASTER SERVICES AGREEMENT

Former Services. This Agreement shall continue in full force and effect with respect to the Former Services through March 31, 2015, except that Client shall have the unilateral right to terminate the Former Services at any time by providing Synacor no less than 90 days’ prior written notice (or with regard to the Entitlement Services terminate those Services upon 60 days’ prior written notice subject to the terms of Section 3.2 of Amendment 3); provided that in no event will Client terminate this Agreement as it relates to the Former Services, other than for cause, effective as of a date prior to March 31, 2014 (the “Former Services Term”).

Term. The term of this Agreement will continue until the last to expire of the New Services Term and Former Services Term, and is referred to herein as the “Term.”

Promptly after the Amendment Effective Date, Synacor will [*]. The parties will establish a mutually agreeable date by which Synacor will complete such [*] services pursuant to a mutually agreeable test plan, which date, subject to the terms and conditions herein, will be no later than [*]

Upon Client’s request, Synacor also will provide [*]. The parties will establish a mutually agreeable date by which Synacor will complete [*] services for each [*] pursuant to a mutually agreeable test plan. Thereafter, the parties will work together to determine target dates for [*]

The services described in clauses (a) and (b) above collectively are referred to as the “New Services.”

It is understood that Synacor is providing the New Services through [*]. If Client requires that Synacor utilize additional APIs or servers, then such services shall require an additional fee (as specified on Schedule 3 to the Amendment) (the “Integration Fee”).

Synacor will operate the New Services in accordance with the SLA set forth in Exhibit B to this Schedule 1.

If Client becomes aware that [*] (as defined below) is being made accessible [*], Client may request corrective action from Synacor by delivering a detailed notice of the issue to Synacor Technical Support (at [*]), and Synacor will respond in accordance with the severity level response requirements set forth below:

If Client in good faith reasonably believes [*], Synacor will [*]as follows: (1) if notification is delivered during Synacor business hours (i.e., 8:00 a.m. to 6:00 p.m. EST), [*] after delivery of notice, and (2) if notification is delivered outside of Synacor business hours, [*] after delivery of notice.

If [*], Synacor will correct the error, [*], within [*]after delivery of notice.

If [*], Synacor will [*], within [*]after delivery of notice.

If [*]

Client agrees to provide Synacor reasonable cooperation, assistance, information and access [*] throughout the New Services Term, and Client agrees that its failure to do so may negatively impact Synacor’s provision of the New Services. In such event, Synacor shall be excused from such performance to the extent Client’s unreasonable action or omission has caused a delay in or otherwise prevented Synacor’s performance hereunder.

Client shall ensure that it has all rights and licenses necessary [*]

Client hereby grants to Synacor a nonexclusive, worldwide and royalty-free right and license to [*] solely in connection with the New Services. Except for the limited rights and licenses expressly granted herein, Client and its licensors shall retain all right, title and interest in and to [*], including any intellectual property rights or other proprietary rights therein and thereto.

Except for the limited rights and licenses expressly granted herein, Synacor shall retain all right, title and interest in and to the [*], including: (i) the tools, templates, frameworks or

Synacor Representations and Warranties. Synacor represents and warrants that: (a) Synacor is duly organized and validly existing under the laws of its state of incorporation, and has full power and authority to enter into the terms set forth in this Schedule 1 and to carry out the provisions hereof; (b) the execution, delivery and performance of the New Services by Synacor does not conflict with any agreement, instrument or contract, to which Synacor is bound; (c) Synacor will use commercially reasonable efforts to protect the [*] in accordance with applicable industry standards (without abrogating or otherwise limiting its confidentiality obligations under the Agreement) to insure that the [*] is secure from unauthorized access and [*] is free from any viruses, worms, or other code that will damage, interrupt or interfere with any software, content, data or hardware; (d) Synacor will perform its obligations and provide the New Services to Client in a professional and workmanlike manner and in compliance with any and all applicable laws; (e) Synacor owns and/or validly licenses all right, title and interest in and to the [*] Property, each element thereof, and all intellectual property rights embodied therein; (f) [*], Synacor has all necessary rights to provide the New Services to Client under this Schedule 1, and (g) to its knowledge, the New Services [*], in whole or in part, do not and will not infringe upon or interfere with any right of publicity, patent, trademark, copyright, trade name or other intellectual property rights or misappropriate any trade secret of any third party, and are not defamatory, obscene, or otherwise unlawful in any jurisdiction. Synacor further represents and warrants to Client that during the Term, the New Services will be provided by qualified personnel in accordance with applicable United States federal law and the laws of such other jurisdictions as may be applicable thereto. Synacor will use commercially reasonable efforts, consistent with applicable industry standards and practices, to provide the New Services in a manner designed to minimize errors and interruptions. Nonetheless, the New Services may be temporarily unavailable for

Client Representations and Warranties. Client represents and warrants that: (a) Client is duly organized and validly existing under the laws of its state of organization, and has full power and authority to enter into the terms of this Schedule 1 and to carry out the provisions hereof; (b) it has all rights necessary to enter into and perform under this Schedule 1 and to grant the limited rights and licenses granted herein including, without limitation, all necessary rights in the [*], including without limitation, the right to allow integration of the [*] with each [*] as contemplated herein; (c) [*]as contemplated in this Schedule 1 will not violate (i) Client’s or any [*] obligations under any other agreement or to any third party, (ii) any applicable laws or regulations, or (iii) Client’s [*]; and (d) to the best of Client’s knowledge, the [*]is not unlawful and does not infringe or interfere with any intellectual property right, contract, right of publicity, or any other proprietary right of any individual or entity. Client will be fully responsible for, and will reimburse Synacor for any and all liabilities arising out of any warranty concerning the New Services made by Client [*]to any User [*], except as expressly authorized in advance in writing by Synacor; provided that neither Client’s grant nor any breach by Client of any warranty given by Client to its Users will be deemed to abrogate any expressly provided remedies Client would otherwise be entitled to under this Schedule 1.