EX-10.13(O)



 Exhibit 10.13(O) 

Execution Version 
 ELEVENTH
AMENDMENT 
 TO SEARCH AND ADVERTISING SERVICES AND SALES AGREEMENT 

This Eleventh Amendment to Search and Advertising Services and Sales Agreement (this “Eleventh Amendment”) is entered into to
be effective as of April 15, 2015 (“Eleventh Amendment Effective Date”) by and between Yahoo! Inc., a Delaware corporation (“Yahoo!”), and Microsoft Corporation, a Washington corporation
(“Microsoft”). 
 WHEREAS, Yahoo! and Microsoft are parties to that certain Search and Advertising Services and Sales
Agreement, entered into as of December 4, 2009, as amended (collectively, the “Agreement”); and 
 WHEREAS, Yahoo! and
Microsoft desire to further amend the Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows: 
 1. Definitions. Capitalized terms used but not defined herein have the same meanings given in the Agreement.
The following definitions either replace existing definitions in, or are added to, Exhibit A of the Agreement: 
 “Algorithmic Listings
Serving Cost” means $[*] per 1,000 Algorithmic Requests for results requested for the United States, Canada, or the UK markets, and $[*] per 1,000 Algorithmic Requests for results requested from other markets. 

“Algorithmic Request” means a Query, Non-Internet Search Query, or call delivered by Yahoo! to Microsoft for Algorithmic Listings
from Microsoft’s Algorithmic Search Services. 
 “Commercial Query” means a Query which, if sent to Microsoft, would be
expected to generate (based on average historical performance or other quantifiable measures) at least one relevant Paid Listing from Microsoft’s Paid Search Services and such Paid Listing has a bid of at least $[*] and a click-through-rate of
no less than [*]%. 
 “Mobile Device” means (a) a mobile device used for any computing, communications or other services
(e.g., mobile phones, tablets and wearable devices), (b) any device with a physical screen size of 9.7 inches or less, or (c) any other device that Microsoft and Yahoo! either agree in writing are Mobile Devices or both treat as mobile for
purposes of rendering the user experience. Examples include, as of the Effective Date, devices such as the Apple iPhone, RIM Blackberry, Apple iPad, Samsung Galaxy, Nokia Nseries, Nokia Lumia, the Samsung Note, any other devices manufactured by
other companies that are captured by this definition and, in the future, any devices that are captured by this definition. From time-to-time the parties shall engage in good faith discussions to modify this definition to take into account
then-current trends in mobile consumer electronics and Microsoft and Yahoo!’s implementation of their respective mobile services. 

“Paid Listing Request” means a Query, Non-Internet Search Query, or call delivered by Yahoo! to Microsoft for Paid Listings from
Microsoft’s Paid Search Services. 
 “Paid Listings Serving Cost” means $[*] per 1,000 Paid Listing Requests for results
requested for the United States, Canada, or the UK markets, and $[*] per 1,000 Paid Listing Requests for results requested for other markets. 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions. 

 
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“Personal Computer” means a computer built around a microprocessor for use by one person at a time and can be a desktop or laptop
device but does not include any Mobile Device or any device designed primarily to be connected to televisions and used for playing video games or streaming video (e.g., Xbox, Playstation, cable set top box, Apple TV). 

2. Traffic Guarantee. A new Section 2.5 is added to the Agreement as follows: 

“2.5 Yahoo! Volume Commitment and Other Commitments. Beginning on May 1, 2015, and for each calendar month thereafter, Yahoo!
shall request (and display, if returned) Paid Listings from Microsoft’s Paid Search Services for a minimum of 51% of Queries and Non-Internet Search Queries originating from Personal Computers accessing Yahoo! Properties and Syndication
Properties in each calendar month (the “Yahoo! Volume Commitment”). Notwithstanding the foregoing Yahoo! will be deemed not to have violated the requirements of this Section 2.5 to deliver the Yahoo! Volume Commitment in given month
if Yahoo! delivers at least 95% of the Yahoo! Volume Commitment in a calendar month but in the subsequent calendar month Yahoo! makes good on the number of Queries and Non-Internet Search Queries in the shortfall. In response to Queries and
Non-Internet Search Queries for the Yahoo! Volume Commitment, Yahoo! will ensure that it will display Paid Listings only from Microsoft’s Paid Search Services on results pages on Yahoo! Properties and Syndication Properties. For clarity, for
Queries or Non-Internet Search Queries that are in excess of the Yahoo! Volume Commitment or other calls for Microsoft’s Paid Search Services, Yahoo! may, but is not required to, display Paid Listings returned from Microsoft’s Paid Search
Services in response to such Queries, Non-Internet Search Queries and calls. Yahoo! also agrees that all Queries and Non-Internet Search Queries sent to Microsoft in connection with the Yahoo! Volume Commitment in each month will have (a) an
average, aggregate traffic quality equal to or better than the average, aggregate traffic quality of Yahoo!’s overall Queries and (b) a ratio of Commercial Queries relative to total Queries in the Yahoo! Volume Commitment equal to or
better than the ratio of Yahoo!’s total Commercial Queries relative to its total Queries, where the mix of Commercial Queries sent to Microsoft is reasonably comparable to the mix of Yahoo!’s total Commercial Queries. The
(a) determination of what Queries are Commercial Queries and (b) selection of Queries and Non-Internet Search Queries for the Yahoo! Volume Commitment to satisfy Yahoo!’s obligations under this Section 2.5 will be determined by
Yahoo! in a manner that is (i) transparent to Microsoft (with respect to both the methodology for the determination of what Queries are Commercial Queries and for the selection of Queries and Non-Internet Search Queries that are included in the
Yahoo! Volume Commitment and the associated data for such determination and selection); (ii) reasonable and fair and (iii) consistently applied. Yahoo! will also provide additional information with respect to Microsoft’s reasonable
requests to clarify how such Queries and Non-Internet Search Queries are included in the Yahoo! Volume Commitment occurs to ensure that the above is satisfied. In addition, Yahoo! will timely address (where appropriate) any questions and concerns
that Microsoft raises regarding the Yahoo! Volume Commitment.” 
 3. Sales. Effective on July 1, 2015, Yahoo!’s sales exclusivity for
Premium Direct Advertisers will terminate and the provisions relating to a non-exclusive sales relationship will commence under the terms set forth in Section 7.2.3(d) of the Agreement. Section 5 of the Agreement is amended to add new
Sections 5.13, 5.14, 5.15 and 5.16 as follows: 
 “5.13 Transition of Sales Responsibilities. Microsoft and Yahoo! will develop a
plan and schedule to transition sales responsibilities for Premium Direct Advertisers to Microsoft with such transition starting on July 1, 2015 and completed by January 31, 2016 (the “Sales Transition Period”); provided,
however, the parties will use commercially reasonable efforts to migrate Premium Direct Advertisers representing at least [*]% of Net Revenues for Premium Direct Advertisers in the [*] (calculated using 2014 Net Revenues for these markets) by
September 30, 2015 and the plan and schedule shall reflect such timing. The parties agree to work together in 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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good faith prior to and during the Sales Transition Period to reasonably facilitate an orderly transition of sales responsibilities from Yahoo! to Microsoft in a manner that preserves Premium
Direct Advertisers’ budgets and minimizes issues related to Microsoft assuming responsibility for sales of Microsoft Paid Search Services to Premium Direct Advertisers, including introductions by Yahoo! for Microsoft to Premium Direct
Advertisers when requested, external communications regarding the intent of the parties that sales responsibilities will be transitioning to Microsoft, and migrating Premium Direct Advertisers to sales management by Microsoft’s sales force for
the Core Platform. The plan will include the providing of Customer data as defined by contact information, and terms and conditions. Microsoft and Yahoo! will use good faith efforts to develop a means to enable payment instruction information for
Customers to be provided to Microsoft (e.g., where not limited by confidentiality obligations, such information may be directly provided by Yahoo!; where confidentiality obligations limit the direct provision of such information the parties will
work to identify another means such as requesting Customer consent, requesting that a Customer provide information directly to Microsoft, providing Microsoft content information to request the information directly, etc.). In advance of the Sales
Transition Period, the parties will work together to introduce Microsoft sales personnel to Premium Direct Advertisers, enable such Microsoft personnel to start engaging with Premium Direct Advertisers (but not sell Paid Search Services to such
advertisers prior to July 1, 2015), and otherwise prepare for the transition. 
 The parties intend to address any individual markets
other than [*] whereby Microsoft is unable to transition sales responsibilities within the Sales Transition Period by having Yahoo! continuing to provide sales services in such markets for a limited period of time, as requested by Microsoft, but not
to exceed [*]. Upon the completion of the Sales Transition Period in a given market, (a) Yahoo!’s rights and obligations around sales of Microsoft’s Paid Search Services to Premium Direct Advertisers, including those set forth in
Section 5 of this Agreement, will cease in such market and (b) Microsoft shall assume exclusive rights and responsibilities (as between the parties) for sales of Microsoft Paid Search Services in such market (c) Microsoft’s
obligations to provide Yahoo! with Advertiser Data, PDA Listings Data, and other sales-related data and services will cease in such market, and (d) Section 5.1-5.12 will terminate with respect to such market (and will terminate completely
following the last market transition) and all Microsoft sales, advertisers and marketplace reporting obligations provided in the Agreement to the extent provided for the primary purpose of managing sales for Customers will cease. 

At Yahoo!’s request, Microsoft will discuss in good faith a potential reseller arrangement to enable Yahoo! to sell Microsoft’s Paid
Search Services under a separate agreement, including Microsoft providing Yahoo! with data and reporting capabilities for such an arrangement.” 

5.14 Addition of Premium Search Publishers to Combined Marketplace. Upon written notice, each party will have the right to add Premium
Search Publishers (as defined below) with which they have signed new search distribution agreements to receive Algorithmic Search Services or Paid Search Services on their owned and operated properties to the combined marketplace of Microsoft
O&O Properties and Yahoo! Properties (the “Combined Marketplace”). Thereafter, the Core Platform and sales efforts for the Services will promptly reflect such additions to the Combined Marketplace, at which point the additional Premium
Search Publishers will receive appropriate Paid Listings. Microsoft will continue to enable distribution controls to allow Customers to opt out of having their Paid Listings from Microsoft’s Paid Search Services appear on the Web pages of such
Premium Search Publishers and continue to appear on Microsoft O&O Properties and Yahoo! Properties. Microsoft and Yahoo! will discuss and address, if needed, any issues of traffic quality and monetization based upon the inclusion of additional
Premium Search Publishers to the Combined Marketplace, including but not limited to, appropriate discounting if necessary in accordance with Section 2.2.3(b) of the Agreement. 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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At the conclusion of (i) the ninety day period immediately following the addition of a new Premium Search Publisher to the Combined
Marketplace and (ii) each six month anniversary thereafter, Microsoft shall provide Yahoo! with the average Traffic Quality Score of such Premium Search Publisher during the immediately preceding ninety day period. To the extent that the
Traffic Quality Score is below 90% of the average Traffic Quality Score of the Combined Marketplace excluding any such Premium Search Publishers, the parties must mutually agree to allow each new Premium Search Publisher to remain in the Combined
Marketplace. Otherwise, the relevant, new Premium Search Publisher will be removed from the Combined Marketplace on a go forward basis. 

“Premium Search Publishers” will include (i) [*], and (ii) other premium search publishers as mutually agreed to by the
parties. 
 5.15 Non-Discrimination. During the Term, (a) neither Microsoft nor Yahoo! will knowingly discourage, inhibit or
provide any disincentive to advertisers from having their Paid Listings from the Services and the Additional Services (as applicable) displayed on the other party’s (or its distribution partners’) Web pages; (b) neither party will
issue a credit or refund for Paid Listings from the Services in order to increase an advertiser’s spend outside of the Microsoft Paid Search Services, and (c) each party’s rebates, credits practices and other policies and practices
(i) related to the Bad Debt Rate and (ii) that give rise to the discounts included in clauses (a), (b) and (c) of the definition of Net Revenues, will be commercially reasonable and consistent with standard industry practices,
except that the discounts in clause (c) of the definition of Net Revenues need only be commercially reasonable. Microsoft shall not provide less favorable treatment (including equal treatment when not merited) to Yahoo! or Syndication Partners
or Yahoo! Customers than to Microsoft, any Microsoft partner or Microsoft Customers in connection with the delivery or operation of the Services, except when such treatment is transparent and based on reasonable and fair factors that are
consistently applied to Microsoft O&O Properties as well. 
 5.16 Sales Tools. Yahoo! shall license to Microsoft its Sales Tools
for Microsoft to use solely in connection with Microsoft’s Paid Search Services on a perpetual, non-exclusive basis in accordance with the terms of the License Agreement. Yahoo! shall not have any support or other obligations with respect to
such Sales Tools beyond the initial delivery to Microsoft of the source code and available documentation for such Sales Tools as set forth in the Supplemental Technology Schedule to the License Agreement to be entered into by the parties
concurrently with this Agreement, and such training on the Sales Tools as reasonably necessary to facilitate the operation and maintenance of such Sales Tools by Microsoft.” 

4. Non-Exclusive. During the Term and in accordance with the terms and conditions of this Agreement, Microsoft will provide Yahoo! with
Microsoft’s Algorithmic Search Services and Paid Search Services and Yahoo! has the right, but not the obligation (other than Section 2.5 of the Agreement, as amended) to use, on a non-exclusive basis, Microsoft’s Algorithmic Search
Services and/or Paid Search Services on Yahoo! Properties and Syndication Properties. For the avoidance of doubt, all non-Personal Computers (e.g., mobile phones, tablets and wearable devices) are always non-exclusive and never subject to the Yahoo!
Volume Commitment set forth in Section 2.5 of this Agreement. In addition, Section 3.4 of the Agreement continues to apply but Microsoft agrees to provide any applicable Services on a non-exclusive basis. 

5. Exclusivity. Section 7 of the Agreement is deleted in its entirety with the exception of Sections 7.2.3(d) and 7.2.3(f) of the Agreement which
remain in effect until the end of the Sales Transition Period. 
 6. Calculation of Payments. Section 9 of the Agreement is altered as follows
to be applicable with respect to Services delivered after May 1, 2015: 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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(a) Section 9.1.1 through 9.1.4 of the Agreement are deleted in their entirety and replaced with the following: 

“9.1.1 The “Rev Share Rate” shall be 93%. 

9.1.2 Services and Additional Services Sold by Yahoo!. 

(a) In connection with Paid Listings from Services and Additional Services sold by Yahoo! that, with respect to Paid Search
Services, are displayed in response to Queries and Non-Internet Search Queries entered on Microsoft O&O Properties and Microsoft syndication properties, Yahoo! shall pay to Microsoft 100% of the Adjusted Net Revenues. 

(b) In connection with Paid Listings from Services and Additional Services sold by Yahoo! that, with respect to Paid Search
Services are displayed in response to Queries and Non-Internet Search Queries entered on Yahoo! Properties or Syndication Properties, Yahoo! shall pay to Microsoft an amount equal to (i) the Net Revenues less an amount equal to the Net Revenues
multiplied by the Rev Share Rate less (ii) Net Revenues multiplied by Bad Debt Rate in excess of 1%. By way of example, if there was $100 in Net Revenues for Paid Search Services sold by Yahoo! displayed on Yahoo! Properties and Syndication
Properties, 2% Bad Debt Rate and an 93% Rev Share Rate, then Yahoo! would pay to Microsoft $6 (i.e., $100 - ($100 x 93%) – ($100 x (2%-1%))). 

9.1.3 Services and Additional Services Sold by Microsoft. 

(a) In connection with Paid Listings from Services and Additional Services sold by Microsoft that with respect to Paid Search
Services are displayed in response to Queries and Non-Internet Search Queries on Yahoo! Properties or Syndication Properties, Microsoft shall pay to Yahoo! an amount equal to (i) the Net Revenues multiplied by the Rev Share Rate less
(ii) Net Revenues multiplied by Microsoft bad debt rate (calculated for Microsoft similar to the “Bad Debt Rate” as defined with respect to Yahoo!) in excess of 1%; provided, however, that Microsoft may offset any amounts owed
pursuant to this Section 9.1.3(a) by any Serving Costs owed by Yahoo! pursuant to Section 9.1.5(a) below. 
 9.1.4 Other
Ads. With respect to a specific Paid Listing Request, if Gemini ads or other Yahoo! or third party Paid Listings from Paid Search Services appear with Paid Listings from Microsoft’s Paid Search Services on Yahoo! Properties or Syndication
Properties (solely to the extent such Paid Listings from Paid Search Services were provided by Yahoo! to the relevant Syndication Partner), Yahoo! shall pay to Microsoft Net Revenues (calculated for such other Paid Listings from Paid Search Services
in the same way as defined and calculated in the Agreement) (“Other Ad Revenues”) less an amount equal to Other Ad Revenues multiplied by the Rev Share Rate. Yahoo! shall provide Microsoft with relevant information on Other Ad Revenues
after the end of each month.” 
 (b) For avoidance of doubt, payments relating to Services delivered to BOSS Syndication Partners will
be determined pursuant to the terms of Sections 9.1.2, 9.1.3, 9.1.4 and 9.1.5 of this Agreement rather than pursuant to any payment provisions set forth in Section 2.1.6 of the Agreement. 

(c) Section 9.1.5(a) of the Agreement is deleted in its entirety and replaced with the following: 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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“9.1.5 Reimbursements and Other Charges. 
  

	 	(a)	Serving Costs. For each Algorithmic Request or Paid Listing Request, if 

  

	 	(i)	Yahoo! makes an Algorithmic Request, but not a Paid Listing Request, Yahoo! shall pay Microsoft the Algorithmic Listing Serving Cost; 


 

	 	(ii)	Yahoo! makes a Paid Listing Request, but not an Algorithmic Request, Yahoo! shall pay Microsoft the Paid Listings Serving Cost in the event Yahoo! does not display at least one Paid Listing delivered from
Microsoft’s Paid Search Services; and 

  

	 	(iii)	Yahoo! makes both an Algorithmic Request and a Paid Listing Request, Yahoo! shall pay Microsoft the Algorithmic Listing Serving Cost and Paid Listings Serving Cost in the event Yahoo! does not display at least one Paid
Listing delivered from Microsoft’s Paid Search Services. 

 The reporting provided in Section 9.2.2(g) shall detail
the above and include the amount due pursuant to this Section 9.1.5(a). For each Query or Non-Internet Search Query, Yahoo! will pay Microsoft either its revenue share or the relevant serving cost, and in no event will Microsoft be entitled to
both a revenue share and serving costs for a single Query. 
 For clarity, Microsoft shall earn either a revenue share on Paid Listings from
Microsoft’s Paid Search Services or serving costs as illustrated in the table below: 
  

							
	 	  	Yahoo! Request
	 	  	
Algorithmic Request
 and a Paid
Listing
 Request
	  	
Algorithmic
 Request only
	  	
Paid Listing Request

only

	 Yahoo! Receives Paid Listing(s) from Microsoft and displays a least one of such Paid
Listing(s)
	  	7% Revenue Share
(including 7% of

Other Ad Revenues,if any)
	  	N/A	  	7% Revenue Share
(including 7% of
Other Ad Revenues, if
any)
	 	 	 	 
	 Yahoo!
Receives Paid Listing(s) from Microsoft and does not display any such Paid Listing(s)
	  	Algorithmic Listings
Serving Cost + Paid
Listings Serving
Cost	  	N/A	  	Paid Listings Serving
Cost
	 	 	 	 
	 No Paid
Listing(s) from Microsoft delivered
	  	7% Revenue Share*	  	Algorithmic
Listings Serving
Cost	  	7% Revenue Share*

  

	*	7% revenue share applies but there’s no revenue since Microsoft did not deliver a Paid Listing to Yahoo!.” 


  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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(d) Starting on May 1, 2015, Yahoo!’s obligations to pay Covered Marginal Costs pursuant to the Agreement no longer
apply with the exception of those obligations referenced in (i) Sections 2.1.5(b) and 2.1.5(c) of the Agreement in connection with the Web Crawl Cache and Web Content Derived Metadata and (ii) Section 2.4.7(a) in connection with test
queries. For clarity and notwithstanding the preceding sentence, Yahoo! may owe serving costs under Section 9.1.5 (rather than Covered Marginal Costs) for Yahoo!’s use of the Services for (w) multiple API calls per Query as described
in Section 2.4.6, (x) BOSS Syndication Partners as described in Section 2.1.6, (y) Non-Internet Search Queries as described in Section 3.1, and (z) China as described in Section 6.2. 

(e) Sections 9.1.5(d), 9.1.5(g) and 9.1.5(o) of the Agreement are deleted in their entirety and replaced with
“Intentionally Omitted”. 
 7. Termination Rights. Section 19.3.1(b) of the Agreement is deleted in its entirety and replaced with
“Intentionally Omitted”. In addition, Section 19.3.4 of the Agreement is deleted in its entirety and replaced with the following: 

“19.3.4 Other Termination Rights. Starting on October 1, 2015, either party may terminate this Agreement in its entirety for
any reason or no reason by providing the other party with written notice (“Termination Notice”). For clarity, Section 19.7 remains effective in the event of such a termination.” 

8. Effect of Early Termination and Tail Transition Period. Section 19.5 of the Agreement is deleted in its entirety and replaced with the
following: 
 “19.5 Effect of Early Termination and Tail Transition Period. If either party provides a termination notice prior
to the expiration of the ten-year period defined in Section 19.1 (including pursuant to Section 19.3.4) then both parties will continue to perform all of their obligations and retain all rights for a period of four (4) months from the
date of the termination notice so that the parties may prepare for Yahoo! to transition from the Services provided by Microsoft (the “Tail Transition Period”). The Yahoo! Volume Commitment shall not apply in the third and fourth month of
the Tail Transition Period in order to allow for an orderly transition. During the Tail Transition Period, except as otherwise provided in this Section 19.5, all provisions of this Agreement will apply and the parties will still share revenues
according to Section 19.5. This Agreement will terminate upon the conclusion of the Tail Transition Period.” 
 9. Survival.
Section 19.7 is amended so that Section 19.4 survives until the earlier of (a) the expiration of the Agreement if there is no earlier termination of the Agreement, or (b) the end of the Tail Transition Period, if there is a
termination of the Agreement prior to its expiration. Notwithstanding the foregoing, if the Agreement is terminated prior to its expiration and the Tail Transition Period ends prior to [*], Section 19.4 shall survive until [*] and in the cases
of Divestitures involving assets used or otherwise located solely in a jurisdiction other than [*] (“Limited Market Divestiture”): (i) Yahoo! must respond within [*] of the Divestiture Notice and indicate whether it wants to enter
into an exclusive negotiation period to be the acquirer in the Limited Market Divestiture and include an offer describing material terms under which it would like to do so; (ii) the Negotiation Period for the Limited Market Divestiture will be
only [*]; and (iii) Section 19.4.3 (Right of Last Offer) and the provisions in Sections 19.4.4 – 19.4.6 relating to the right of last offer described in Section 19.4.3 will not apply to Limited Market Divestitures. For clarity,
worldwide divestitures or sales of all or substantially all of the assets used by Microsoft in the global Business are not Limited Market Divestitures. Limited Market Divestitures must be done on a non-exclusive basis. 

10. SLA. Section 5b of the Exhibit B to the Agreement is altered so that the two references to “[*]%” in this subsection are replaced
with “[*]%”. 

  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
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11. Discontinuing Services. Effective as of August 1, 2015, the parties’ rights and obligations with respect to Contextual Advertising
Services will cease. 
 12. Mapping Services. Section 3.2 and Exhibit G of the Agreement are deleted in their entirety and replaced with
“Intentionally Omitted”. 
 13. Mobile. The first, fifth and sixth sentences in Section 2.2.2 of Exhibit H to the Agreement are
deleted in their entirety. As of the Eleventh Amendment Effective Date, any obligations to display Microsoft Mobile Paid Listings will cease. Yahoo! shall pay Microsoft for Mobile Paid Search Services in accordance with Section 9.1 of the
Agreement. 
 14. Product Listing Ads. The parties agree that Microsoft’s product listing ads displayed in response to a Query or Non-Internet
Search Query are not Paid Listings from Microsoft’s Paid Search Services. 
 15. License Agreement. The exclusive rights granted by Yahoo! to
Microsoft to the Licensed Non-Patent IPR under the License Agreement will become non-exclusive as of the Eleventh Amendment Effective Date. 
 16.
Miscellaneous. This Eleventh Amendment will be governed and construed, to the extent applicable, in accordance with the laws of the State of New York, without regard to its conflict of law principles. This Eleventh Amendment may be executed
in multiple textually identical counterparts, each of which constitutes an original and all of which collectively shall constitute one and the same instrument. This Eleventh Amendment may be amended or modified only by a written agreement that
(a) refers to this Eleventh Amendment; and (b) is executed by an authorized representative of each party. This Eleventh Amendment binds the parties hereto and their respective personal and legal representatives, successors, and permitted
assigns. Except as expressly set forth herein, the Agreement remains in full force and effect and this Eleventh Amendment does not alter, amend or change any of the other terms or conditions set forth in the Agreement. To the extent of any conflict
between this Eleventh Amendment and any provisions of the Agreement, this Eleventh Amendment shall control with respect to the subject matter hereof. 
 IN
WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Eleventh Amendment as of the Eleventh Amendment Effective Date. 
  

									
	YAHOO! INC.				MICROSOFT CORPORATION
					
	By:		   /s/ Marissa A. Mayer
				By:		   /s/ Amy E. Hood

	Name: Marissa A. Mayer				Name: Amy E. Hood
	Title:   President & CEO				Title:   CFO


  
 [*] Indicates that
certain information in this exhibit has been omitted and filed separately with the Securities and 
 Exchange Commission. Confidential
treatment has been requested with respect to omitted portions. 
  
 8