CONFIDENTIAL TREATMENT REQUESTED

Services.    Synacor has undertaken and completed the services set out in the attached Statement of Work (“SOW”) in accordance with the requirements specified in the SOW, hereinafter referred to as the “Connected TV Services.”

Project Fees and Expenses. Client will pay Synacor [*] for the development and continued use of the Connected TV Services during the Term of the Agreement (“Project Fees”). Client will also reimburse Synacor [*] for the reasonable and necessary business travel expenses incurred by Synacor to date in connection with the performance of the Connected TV Services (“Expenses”). Expenses include, but are not limited to, business trips for Synacor’s employees and contractors performing the Connected TV Services, including reasonable travel, lodging and food expenses. Future Expenses incurred, if any, must be submitted on Synacor’s invoice, together with appropriate supporting documentation. Said Project Fees and Expenses shall be payable in accordance with Section 6 of the Agreement (it being understood that Synacor may deliver an invoice for such fees and expenses any time after the parties’ execution of this Amendment). The Project Fees and Expenses are non-refundable.

Search Services. Synacor shall provide and control the Search Services on the Connected TV. When a user initiates a search within Connected TV, the user will be sent to the Portal (at start.tv.toshiba.com). Client and Synacor will share the revenue earned through the Search Services within the Connected TV in accordance with Section 1.7 of Schedule A to the Agreement.

Advertising Services. Utilizing the advertising API provided by Synacor under the attached SOW Synacor shall provide and control the Advertising Services on the Connected TV. Synacor will share the revenue earned through the Advertising Services within the Connected TV in accordance with Section 1.8 of Schedule A to the Agreement.

Definitions. Section 1.6 of the Agreement is hereby amended to add the Connected TV to the list of Client products included under “Client Products.”

Proprietary Rights. The parties hereby agree that the development performed by Synacor under the attached SOW shall be considered Software for purposes of the Agreement. The parties further agree that such Software may only be used in accordance with the Agreement and that Synacor shall retain all right, title and

Changes in Scope. In the event the parties agree to expand or change the scope of the project or pricing, the parties shall agree to such changes in writing, signed by both parties.

Independent Contractors. Synacor and Client expressly recognize and agree that the parties are independent contractors and that the Agreement including this Amendment shall not constitute or be construed as creating a partnership, employer-employee relationship, joint venture or agency agreement between the parties hereto, and neither of the parties hereto nor any of their employees or agents shall have the power or authority to bind or obligate the other party.

Scope of Amendment: This Amendment supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter hereof and all past dealing or industry custom. This Amendment shall be integrated into and form part of the Agreement effective as of the Amendment Effective Date. All terms and conditions of the Agreement shall remain unchanged except as modified in this Amendment; and the terms of the Agreement, as modified by this Amendment, are hereby ratified and confirmed. If any of the terms of the Agreement conflict with those of this Amendment, however, the terms of this Amendment shall control with respect to the subject matter of this Amendment only. This 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.