CONFIDENTIAL TREATMENT REQUESTED

This Amendment Number Four to the Google Services Agreement (the “Amendment”), effective as of March 1, 2014 (the “Amendment Effective Date”), is between Google Inc. (“Google”) and Synacor, Inc. (“Company”) and amends the Google Services Agreement, dated March 1, 2011 (as amended, the “Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:

2.1    Launch. The parties will each use reasonable efforts to launch the Services

into live use within 30 days from the Effective Date. Company will not launch any implementation of the Services into live use, including without limitation any implementation of Alternative Search Queries, and such implementations will not be payable by Google, until Google has approved such implementations in writing, which approval will not be unreasonably withheld or delayed.

(f)    Subject to Section 2.3 [*], Google will, upon receiving a Request sent in

compliance with this Agreement, provide a Search Results Set and/or an Ad Set (as applicable) when such Results are available. Company will then display the Search Results Set and/or Ad Set (as applicable) on the applicable Site.

(c)    implement any click tracking or monitoring of Results;

6. Conflicting Services. Section 4 of the Agreement is deleted in its entirety, and replaced with the following:

[*]

[*]

7. Third Party Advertisements. Section 5.2 of the Agreement is deleted in its entirety, and replaced with the following:

[*]

a. The following is added to the Agreement as a new Section 2.2(h):

(h)    [*]

[Intentionally Left Blank]

9. Payment. Section 12.2(b) of the Agreement is deleted in its entirety, and replaced with the following:

(b)    Google’s payments for Advertising Services under this Agreement will be

based on Google’s accounting which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks [*].

10. Termination. The Agreement is amended such that on the two year anniversary of the Amendment Effective Date (“Amendment Two Year Anniversary”), either party may terminate the Agreement by providing notice to the other party no later than sixty (60) days prior to the Amendment Two Year Anniversary.

12. Client Application Guidelines. Exhibit K of the Agreement is deleted in its entirety, and replaced with the Exhibit K attached to this Amendment.

13. Change of Control. Section 18.4 of the Agreement is deleted in its entirety and replaced with the following:

Change of Control. Upon the earlier of (a) entering into an agreement providing for a change of control (for example, through a stock purchase or sale, merger, asset sale, liquidation or other similar form of corporate transaction), (b) the board of directors of a party recommending its shareholders approve a change of control, or (c) the occurrence of a change of control (each, a “Change of Control Event”), the party experiencing the Change of Control Event will provide notice to the other party promptly, but no later than 3 days, after the occurrence of the Change of Control Event. The other party may terminate this Agreement by sending notice to the party experiencing the Change of Control Event and the termination will be effective upon the earlier of delivery of the termination notice or 3 days after the occurrence of the Change of Control Event.

14. Miscellaneous. The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one

instrument. Except as expressly modified herein, the terms of the Agreement remain in full force and effect.

AGREED:

By: /na/     By: /rf/    

Print Name: Nikesh Arora     Print Name: Ron Frankel    

Title: President, Global Sales and

Business Development     Title: President & CEO    

Date: 3/3/2014     Date: 2/28/2014    

AFS, AFC and WS Sites [*]