CONFIDENTIAL TREATMENT REQUESTED

Section 7.1 of the Agreement shall be deleted in its entirety and replaced with the following paragraph:

Client will continue to have decision making control over the design, features, content and functionality included on the Client Branded Portal to the extent Synacor is able to comply with related requests from Client within the scope of the rights it has from third parties related thereto. Synacor will retain editorial control of any Synacor provided design, feature, content or functionality. Client shall retain all right, title and interest in and to the www.charter.net URL and goodwill associated therewith. Notwithstanding anything set forth in the Agreement to the contrary:

Synacor Sourced Content will be provided on the Client Branded Portal at Client’s discretion;

[*]; and

[*], and (ii) Synacor shall be the sole provider of Search Services on the Client Branded Portal throughout the Term [*]. Synacor will continue to receive, as its sole compensation for such Search Services, the revenue share described in Section 4(a) of Schedule A. [*].

For purposes of this Amendment, [*], and for the avoidance of doubt “Client Branded Portal,” as defined in the Agreement, refers only to the Synacor-provided Client-branded Internet portal as contemplated in Schedule A.

[*]

Schedule A is hereby amended as follows:

Client Responsibilities. Effective April 1, 2014, Section 5.1 (a) of Schedule A is hereby deleted in its entirety and replaced with the following:

Schedule C is hereby amended as follows:

The following is hereby added to the end of Section 1 of Schedule C:

Section 7 is hereby deleted in its entirety and replaced with the following:

Section 8 is hereby deleted in its entirety and replaced with the following:

A new Subsection (e) is hereby added to Section 4 of Schedule A as follows:

The opening paragraph of Section 5.2 of Schedule A is hereby deleted in its entirety and replaced with the following:

A new Subsection (s) is hereby added to Section 5.2 of Schedule A as follows:

A new Subsection (t) is hereby added to Section 5.2 of Schedule A as follows:

A new Subsection (u) is hereby added to Section 5.2 of Schedule A as follows:

A new Subsection (v) is hereby added to Section 5.2 of Schedule A as follows:

Synacor reserves the right to invoice Client for work provided under this Section 5.0 or Section 6.0 of this Amendment at a fee to be agreed upon by the parties, [*].

Entitlement Services (TV Everywhere) – Integration and Authentication Services. Synacor will integrate its standard entitlement system platform with [*] Programmers’ websites as well as other Programmer Properties and maintain such platform to website integration, at Client’s request, in accordance with the Agreement. In addition, at Client’s request, [*]. Synacor will develop the capability to authenticate users, individually, by Programmer and by device, and upon the availability of such capability, Client may enable Programmers and devices individually.

Search Services. Section 5 of Schedule B is hereby amended to add the following sentence at the end of such Section:

Premium Products. Client may terminate offering for purchase any Premium Products on the Client Branded Portal or making Premium Products available to Subscription Accounts at any time, in its sole discretion, provided that during the Term, for so long as Client is collecting fees from Subscription Accounts for Premium Products, Client will continue to pay Synacor the fees set forth in Schedule D of the Agreement.

Deleted Sections of the Agreement: The following Sections of the Agreement are deleted in their entirety:

Sections 6, 9 and 10 of Schedule C;

Section 10 of Amendment 2 to the Agreement;

Section 3.11 of Amendment 3 to the Agreement; and

Section 7.0 of Amendment 3 to the Agreement.

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 of this Amendment and all past dealing or industry custom. This Amendment shall be integrated in and form part of the Agreement upon execution. All terms and conditions of the Agreement shall remain unchanged except as expressly modified in this Amendment; and the terms of the Agreement, as modified by this Amendment, are hereby ratified and confirmed. Where the terms of the Agreement conflict with those of this Amendment, however, the terms of this Amendment shall control. 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.