CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NUMBER SIX TO GOOGLE SERVICES AGREEMENT
Exhibit 10.1
CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT NUMBER SIX TO GOOGLE SERVICES AGREEMENT
This Amendment Number Six to the Google Services Agreement (the “Amendment”), effective as of January 1, 2015 (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:
| 1. | AFS Revenue Share and Deduction Percentages. The box on pages 1 and 2 of the Agreement, labeled “ADSENSE FOR SEARCH (“AFS”)” is deleted in its entirety, and replaced with the following: |
| x ADSENSE FOR SEARCH (“AFS”) | AFS Revenue Share Percentage | AFS Deduction Percentage | ||
| Sites approved for AFS: [*] | See Exhibit B | [*] |
| 2. | AFC Revenue Share and Deduction Percentages. The box on page 2 of the Agreement, labeled “ADSENSE FOR CONTENT (“AFC”)” is deleted in its entirety, and replaced with the following: |
| x ADSENSE FOR CONTENT (“AFC”) | AFC Revenue Share Percentage | AFC Deduction Percentage | ||
| Sites approved for AFC: [*] | See Exhibit C | [*] |
| 3. | Changes to Exhibits. |
| a. | Exhibit A of the Agreement is deleted in its entirety, and replaced with the Exhibit A attached to this Amendment. |
| b. | Exhibit B of the Agreement is deleted in its entirety, and replaced with the Exhibit B attached to this Amendment. |
| Google Confidential | Page 1 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED
| c. | Exhibit C of the Agreement is deleted in its entirety, and replaced with the Exhibit C attached to this Amendment. |
| 4. | 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:
| Google Inc. | Synacor, Inc. | |||||||
| By: | /s/ Omid Kordestani | By: | /s/ William J. Stuart | |||||
| Print Name: | Omid Kordestani | Print Name: | William J. Stuart |
| Title: | Authorized Signatory | Title: | CFO |
| Date: | 1/29/15 | Date: | 1/21/15 |
| Google Confidential | Page 2 | Amendment Six |
CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT A
AFS, AFC and WS Sites
[*]
| Google Confidential | Page 3 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED
[*]
| Google Confidential | Page 4 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B
AFS Revenue Share Percentage
[*]
| Google Confidential | Page 5 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED
[*]
| Google Confidential | Page 6 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT C
AFC Revenue Share Percentage
[*]
| Google Confidential | Page 7 | Amendment Six |
[*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
