**Exhibit 10.2**

 

**FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT**

 

**AMENDMENT SUMMARY AND SIGNATURE PAGES**

** **

** **

**This Fourth Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:**

 

**Microsoft Corporation**

 

A corporation organized under the laws of the State of Washington, U.S.A. (“**Microsoft**”) 

 

**AND**

** **

**Digital River, Inc.**

 

A corporation organized under the laws of the State of Delaware, U.S.A. (“**Company**”)

 

 
| **Amendment Effective Date:** |   | This Amendment shall become effective   as of June 30, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Purpose and Scope:**        |   | Company and Microsoft are parties to   a **Microsoft Operations Digital Distribution   Agreement**dated September 1, 2006    (as the same may have been amended, supplemented or otherwise modified   from time to time, the “**Agreement**”),   pursuant to which Company has provided E-Commerce Activities to Microsoft in   accordance with the terms of the applicable SOWs.

 

Company has agreed, as part of the   E-Commerce Activities, to host “Microsoft Store” branded websites (“**Store Websites**”) and to make Product available for   purchase by end-user customers from Microsoft in certain locales through   those websites.

 

[*] |

 

 

**This Amendment consists of the following:**

** **

·                           This Amendment Summary and Signature Page

·                           The Amendment Terms and Conditions

·                           Exhibit 1:  Attachment 3:  [*]

 

**Microsoft and Company enter into this Amendment by signing below.**

 
| **MICROSOFT CORPORATION** | ** **                             | **DIGITAL RIVER, INC.** |
|---------------------------|----------------------------------------|-------------------------|
|                      |                                   | * *                |   |   |
| Signature:                | /s/ Mary   Ellen Smith                 | * *                | Signature: | /s/ Kevin   Crudden |
|                      |                                   | * *                |   |   |
| Print Name:               | Mary Ellen   Smith                     |                    | Print Name: | Kevin   Crudden |
|                      |                                   |                    |   |   |
| Title:                    | Vice   President, Microsoft Operations |                    | Title: | General   Counsel |
|                      |                                   |                    |   |   |
| Date:                     | July 3,   2012                         |                    | Date: | July 3,   2012 |

 

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***             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.**

 

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**AMENDMENT TERMS AND CONDITIONS**

 

**1.****                     ****Amendment**[*]

**2.****                     ****Amendment**[*]

 

**END OF AMENDMENT TERMS AND CONDITIONS**

 

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***             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.**

 

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***EXHIBIT 1***

[*]

 

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***             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.**

 

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