CONFIDENTIAL TREATMENT REQUESTED

Video Search and Discovery Services. The Master Agreement is modified by adding a new Schedule P, “Video Search and Discovery Services” to the Agreement, which schedule is attached hereto as Exhibit A to this Amendment No.1 and made a part hereof.

The Master Agreement is modified by adding a new Schedule Q, “TV Everywhere Services” to the Agreement, which schedule is attached hereto as Exhibit B to this Amendment No.1 and made a part hereof.

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Section 2.1 of Agreement. Section 2.1 of the Agreement is modified by     replacing the first sentence of that section with the following:

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Counterparts. This Amendment No. 1 may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The exchange of a fully-executed Amendment No. 1 (in counterparts or otherwise) by fax or other electronic means shall be sufficient to bind the Parties to the terms and conditions of this Amendment No.1.

Press Release. Each Party may issue a press release related to the relationship established under this Amendment promptly after Amendment Effective Date. Such press release must be approved by the other Party.

Entire Agreement. This Amendment represents the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written and oral agreements and communications relating to any of the subject matter of this Amendment. Except as explicitly modified, all terms, conditions and provisions of the Agreement shall continue in full force and effect.

Client agrees to provide Synacor reasonable cooperation, assistance, information and access throughout the term of the Search and Discovery Services, and that failure to do so may negatively impact Synacor’s provision of the Search and Discovery 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, after testing and acceptance, may accept Synacor’s syndicated header/navigation/search bar to be included on Verizon hosted FlexView/On Demand, TV listings and other TV-related pages.

Synacor will work with Client to agree on a methodology for passing a search query from the aggregated search bar to the Flexview search results page.

Synacor agrees to provide Client reasonable cooperation, assistance, information and access throughout the term of the Search and Discovery Services, and that failure to do so may negatively impact Client’s responsibilities.

Synacor will provide the following deliverables to Client:

Custom navigation to support Verizon Start page navigation and masthead changes

Custom layout of Primetime landing page (now called "Movies & TV") that prominently features TV Everywhere partners with their content

Aggregated Search that enables search queries to be directed to the correct engine (Verizon or Synacor)

Definitions. The following definitions shall only apply to the TV Everywhere Services as described In this Schedule Q:

“CDN” means content delivery network.

“Channel” means an online counterpart to a single television channel. For example: ESPN1 and ESPN2 are each single television channels, and all Programmer Content associated with such television channels that is to be provided online shall be considered a Channel. Any given Programmer may own the rights to Programmer Content on a number of Channels.

“TV Everywhere User” means a residential video subscriber that, based on data provided by Client to Synacor, is authorized to receive the relevant Programmer Content.

“GUID” means a globally unique identifier.

“Programmer” means a provider of Programmer Content.

“Programmer Content” means television video programming accessible online only by authenticated Users, and any logos, trademarks, service marks, meta data, or other materials owned and/or made available by a Programmer.

“SES” means the Synacor TV Everywhere System that is a modular mediation platform.

“Transition Period” shall have the meaning set forth in Section 5(c) of this Schedule Q.

“Transition Services” shall have the meaning set forth in Section 5(c) of this Schedule Q.

Client agrees to provide Synacor reasonable cooperation, assistance, information and access related to integrating each of the Programmers and throughout the term of the TV Everywhere Service and that failure to do so may negatively impact Synacor’s provision of the TV Everywhere Service. 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 will integrate with Synacor for authentication/authorization such that Synacor may explore the following information for Users: subscribed channels, account status (primary or sub), Parental Control values, etc. to enable front-end visual indicators and proper page flows based on entitlement state.

Client will secure content metadata and syndicated player rights and provide integration details to Synacor based on a separate time schedule, in order to provide ample time for integration, testing and deployment.

Client Backend Integration with the SES Platform: For the purposes of authentication and authorization, Client will supply appropriate APIs or interfaces to integrate with the SES platform. The Parties hereto will mutually agree to the appropriate authentication integration method, but regardless of such integration method[*] Only the integration between Client and the [*] will be necessary, which need not involve integration with the Synacor identity federation or use of SAML or similar technologies.

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Provision of Programmer Content: Client will work with Synacor so that the Programmer makes available or, as appropriate, provides to Synacor all Programmer Content and all related players and other third party products or services provided by the Programmer (including updates thereto and maintenance thereof) necessary to display the Programmer Content as contemplated by this Schedule Q.

Rights to Programmers’ Content: Client will ensure that it has all applicable rights and licenses necessary from all Programmers with which it wishes Synacor to integrate its SES (i) to allow Synacor to perform its obligations under this Schedule Q, (ii) to allow Users to access, view, or consume such Programmer’s Content on Client’s website(s), and if agreed between Client and Programmer, then on Programmer’s Properties, (iii) to utilize or allow Synacor to utilize all embedded players and other third party products or services necessary to display the Programmer Content as contemplated by this Schedule Q, and (iv) to allow Synacor to display Programmer trademarks, service marks, or other logos for the purpose of providing the TV Everywhere Services. [*] If at any time during the term of the Amendment, such rights terminate or are modified in any way that affects the TV Everywhere Services provided hereunder; Client will provide Synacor written notice thereof within no more than [*] after Client becomes aware of such termination or modification. If the termination or modification will be effective in less than [*] from the date Client becomes aware thereof, Client will provide notice to Synacor immediately upon its awareness thereof. In the event such rights or licenses are terminated, Client will promptly modify its backend systems to disallow Client’s subscribers from accessing, viewing or consuming Programmer’s Content on Client’s website and such Programmer’s Properties using the SES. If such rights or licenses are modified, Client will make the necessary changes to comply with such modification.

TV Everywhere Data: Client understands and agrees that the authorization that occurs through the TV Everywhere Services is based on Client’s data that identifies which Users are authorized to access certain Programmer Content online because of their subscription to the relevant television channel or otherwise. Client agrees that [*] and will provide Synacor continuous access to such data, and will [*] not, at any time, permit access to the Programmer Content to any Users who are not entitled to such access. Synacor agrees that such data is owned by Client, and Synacor shall only have the right to use such data to fulfill its obligations under this Schedule Q of the Agreement. Client [*] such that each Programmer provides Synacor the necessary Programmer Content, data and assistance to perform the integration with such Programmer.

Compliance with Programmer Requirements: Programmers may from time to time, require Synacor [*] to pass through to [*] Client certain requirements in order to allow the integration of such Programmer’s Content with the SES. To the extent a Programmer has specified any such requirements to Synacor, Synacor will provide Client [*]

Test Accounts: Client will, upon Synacor’s written request, supply at least [*] test accounts to enable Synacor to effectively test (in test and production environments) all software releases related to the TV Everywhere Services. These accounts are to be maintained by Client throughout the Term for the testing of regular software releases and monitoring of the product functionality in the live environment. As account profiles change and functionality is added, Client will provide additional test accounts or modify existing test accounts as reasonably requested by Synacor ,and agreed to by the Client. Client acknowledges that without the test accounts, Synacor is not able to properly test and monitor the proper functioning of the software underlying the TV Everywhere Services and Client's specific implementation thereof.

Integration: [*] Synacor will provide a Movies and TV based channel on the portal and a full search and discovery experience using the metadata provided by Programmers. Synacor will work with Client and Programmers to promote Programmer Content as approved by Client. Where a Programmer has required specific display of metadata and promotion of assets on the Client Branded Portal, Synacor will work with Client in a commercially reasonable manner, to assist Client with its compliance with such requirement and determine the final disposition of the Client Branded Portal, display of metadata, and User experience. However, Client agrees that upon receipt of any such specific requirements from the Programmer, it will collaborate with Synacor prior to committing to such requirements to determine if such requirements are reasonable and achievable.

Protection of User and Programmer Information: [*] Except as described in the following sentence, no personally identifying information shall be passed. Subject to Section 8 hereof, the Programmer can offer login accounts on their website, ask the user for information, and tie the authenticated session to this Programmer-controlled user account. [*]

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Service Level Commitment: Synacor will provide the TV Everywhere Services in accordance with the service levels set forth on Exhibit 1 to this Schedule Q.

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Client’s Request to Remove Individual Programmers – Except with regard to termination of Client’s rights in Programmer Content which is addressed in Section 3(e) above, Client shall have the right to request that Synacor disable Client’s integration of the SES with a given Programmer or Channel as soon as possible upon notice from Client.

Synacor’s right to Remove Individual Programmers - Synacor shall have the right to disable any integration with any Programmer’s Content upon prior written notice to Client: (i) if Synacor reasonably believes the distribution of such Content would result in the violation of third party intellectual property rights; (ii) in the event a Programmer ceases to produce or distribute such Content; (iii) if an agreement between Synacor and a Programmer, that gave Synacor the right to integrate with any Programmer’s Content, expires or terminates (unless Client obtains an agreement directly with the Programmer which expressly allows for Synacor to perform such integration); (iv) if the Programmer Content or the integration is causing the SES Platform or the TV Everywhere Services to malfunction; (v) the Programmer Content does not display properly (unless such issue is caused by Synacor); or (vi) if Synacor’s right to integrate such Programmer Content otherwise ceases. In each case, Synacor will give Client as much prior written notice as is reasonably practical in such circumstances, and the Parties will work together to determine whether a comparable substitute is available for such Programmer Content.

Transition Services. [*] provided, however, that in the event that Synacor terminated this Agreement due to Client’s failure to pay any amounts due and owing to Synacor, then Synacor will provide the Transition Services only if Client pays any outstanding amounts, unless such amounts are in dispute, in which case, to receive the Transition Services, Client shall be required to place all outstanding amounts in escrow with an independent third party pending resolution of such dispute.

Term. Unless earlier terminated in accordance with any termination rights of either Party set forth in this Schedule Q, the term of the TVE Services shall be coterminous with the term of the Agreement.

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Launch dates – Synacor and Client shall work together in an effort to develop a mutually agreeable launch date for each Channel; it being understood that each target launch date is dependent on the cooperation and technical assistance of the applicable Programmer. Client agrees not to commit to a launch date for any Channel with any Programmer without Synacor’s input and agreement. Each Channel launch must be specifically approved by Client.

Additional Services. Upon mutual agreement of the Parties hereto, Synacor will provide additional services relating to the delivery of Programmer Content (e.g., hosting, storage, bandwidth, encoding, transcoding, DRM, and CDN services). In such event, Client will reimburse Synacor for all costs associated therewith, and pay Synacor a reasonable management fee related thereto as mutually agreed upon by the Parties hereto.

Client acknowledges and agrees that Synacor will not be responsible for, nor liable in connection with (a) the quality, or substance of Programmer Content; (b) Client’s or any Programmer’s negligence, acts or omissions; (c) availability of Programmer Content not hosted by Synacor; or (d) incorrect data provided by Client or a Programmer in regard to the TV Everywhere Service.

Client acknowledges and agrees that integration of Programmer Content from certain Programmers may require such Programmer’s prior consent, and Client shall be responsible for obtaining such consent.  Synacor shall not be liable for any delays resulting from failure of a Programmer to provide such consent.

Client acknowledges and agrees that the TV Everywhere Service, and the fee associated therewith, does not include Synacor providing access to content through on the Client Branded Portal that is not television based video. Any other video, premium, or other content that Client would like Synacor to include on the portal will be governed by the rest of the Agreement or a separate amendment as necessary, and may be subject to a separate fee as mutually agreed by the Parties hereto.

Channel Integration Fees. [*]

Phase II Services Fees. If the Parties agree upon the Phase II Services, the fees for such services shall be set forth on Exhibit 2 to this Schedule Q.

Maintenance Fees; Right of Termination. [*]