Amendment Amendment Effective Date Microsoft Publisher Xbox One PLA
  A.  Microsoft and Publisher entered into the Xbox One PLA, which establishes the terms for publishing on Microsoft’s Xbox One entertainment and video game system;
 B.  Microsoft has amended the Xbox Live Incentive Program (Exhibit 6) of the Xbox One PLA; and
 C.  The parties now wish to enter into this Amendment to the Xbox One PLA.
  1.  Exhibit 6.Exhibit 6 of the Xbox One PLA is hereby amended and restated in its entirety as attached hereto.
  2.  Except and to the extent expressly modified by this Amendment, the Xbox One PLA shall remain in full force and effect and is hereby ratified and confirmed. In the event of any conflict between this Amendment and the Xbox One PLA the terms of this Amendment shall control.
   MICROSOFT CORPORATION

Take-Two Interactive Software, Inc./s/ Mohammad Shafaqat

/s/ Seth KraussBy (sign)

By (sign)Mohammad Shafaqat

Seth KraussName

NameXbox Program Manager

EVP & General CounselTitle

TitleMay 15, 2014

May 15, 2014Date

DateMICROSOFT LICENSING, GP/s/ Mohammad ShafaqatBy (sign)Mohammad ShafaqatNameXbox Program ManagerTitleMay 15, 2014Date      
 
   EXHIBIT 6 – XBOX LIVE INCENTIVE PROGRAM
 
 1.
Xbox Live Incentive Program
   2.
Definitions
 2.1  “Accounting Period” means each Microsoft [***] within the Program Term, provided that if the Program Term ends within such a [***], then the applicable payment calculation set forth below shall be made for a partial Accounting Period.
  2.2  “Day” means a period of twenty-four hours, commencing at midnight and continuing until midnight the following day using Coordinated Universal Time (UTC).
  2.3  “Guest(s)” means an individual who accesses Xbox Live and is not a Multiplayer Subscriber or a Subscriber.
  2.4  “Multiplayer Game Session” means an instance of synchronous game play in which [***] End Users participate across unique Xbox 360 or Xbox One consoles.
  2.5  “Multiplayer Software Title(s)” means a Software Title for Xbox One or Xbox 360 that supports synchronous multiplayer game play over Xbox Live and initiates a Multiplayer Game Session with participation of [***] Unique Users across unique Xbox 360 or Xbox One consoles during an Accounting Period.
  2.6  “Multiplayer Subscriber(s)” means the average number of [***] Subscribers during an Accounting Period, each of which must have: (i) created a “gamertag” for use on Xbox Live; (ii) paid a fee to establish, migrate or renew an active, fee-based subscription account to Xbox Live, which is currently branded as “Xbox Live Gold” (excluding any Subscribers in a “free-trial” period); and (iii) an Xbox Live account that is not delinquent (as determined by Microsoft’s standard practices). If a bundled multiplayer subscription includes multiple paid Xbox Live accounts and gamertags, the number of Multiplayer Subscribers attributable to such multiplayer subscription will be [***]. For avoidance of doubt, Subscribers, trial users, and Guests will not be counted as Multiplayer Subscribers.
  2.7  “Subscriber(s)” means an individual who establishes an account on Xbox Live.
  2.8  “Unique Users” means the number of unique Subscribers and Guests who have played a Multiplayer Game Session in a Multiplayer Software Title on Xbox Live during a given [***]. Each Subscriber or Guest will count for [***] Unique User for a Multiplayer Software Title per [***],[***].
  2.9  “Xbox 360 Multiplayer Hours” means the total hours within a given [***] that Multiplayer Software Titles for Xbox 360 have been played in a Multiplayer Game Session.
  3.
Xbox Live Share.Publisher’s Xbox Live Share will be determined using the following calculation:
   
 
  Daily Unique User Share for Xbox One
 Multiplayer Hour Share for Xbox 360
 Unique User Share for Xbox 360
 Unique User Share for Xbox One
 4.  Incentive Payment.  The incentive payments shall be determined pursuant to Table 1 below and paid each Accounting Period:
  [***]
Table 1:[***][***]
[***]
[***]
[***][***]
[***]
[***]
[***]
[***][***]
[***]
[***]
[***]
[***][***]
[***]
[***]
[***]
[***][***]
[***]
[***]
[***]
[***][***]
[***]
[***]
[***]
[***] 
 5.  Payments.In the event Publisher qualifies for an incentive payment under the Xbox Live Incentive Program during an Accounting Period, Microsoft will provide payment for any amount due to Publisher within [***] after the end of each Accounting Period.
  6.  Other Xbox Live Incentive Program Requirements
 6.1  Multiplayer Software Title simship, feature and content parity.  Any Multiplayer Software Title that does not meet the following simship, feature and content parity requirements will not be included in the Xbox Live Share calculation for Publisher:
  6.1.1
[***];
 6.1.2
[***]; and
 6.1.3
[***].
   
 
    6.2  Minimum WSP.  To qualify for the Xbox Live Incentive Program, the WSP of the Base Game of the Multiplayer Software Title must be [***] or the local currency equivalent (excluding short promotional windows).
  6.3  Minimum Xbox Live Unique User Threshold.  To qualify for the Xbox Live Incentive Program, Publisher’s minimum Unique User total for the applicable Accounting Period must be at least [***] (calculated using an aggregation of all [***] Unique Users for Xbox One and Xbox 360 during the Accounting Period).
  6.4  Xbox One Unique Users Requirement.  Only Xbox One Unique Users that participate in a Multiplayer Game Session that has been instrumented in compliance with Section 6.4.1 and/or 6.4.2 during the Accounting Period will be included in the Xbox Live Share calculation for Publisher:
  6.4.1
[***]:
 (i)
 (ii)
 6.4.2
[***].
 6.5  Xbox 360 Unique Users Requirement.  [***].
  7.  Program Term, Termination, and Changes.This Xbox Live Incentive Program will commence on [***], and will be available until [***], unless earlier terminated by Microsoft upon written notice to Publisher (“Program Term”). Microsoft may change or discontinue the Xbox Live Incentive Program by providing Publisher with [***] advance written notice.