Promotion and Distribution Agreement



 Exhibit 10.27 
 ***Text Omitted and Filed Separately 
 CONFIDENTIAL TREATMENT REQUESTED 
 UNDER 17 C.F.R. §§ 200.80(b)(4) AND 240.24b-2 
 GOOGLE INC. 
 PROMOTION AND DISTRIBUTION AGREEMENT 
 This Google Inc. Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the “Agreement”),
effective as of March 1, 2009 (the “Effective Date”), is made by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“Distributor”), and Google Inc., with offices at 1600
Amphitheatre Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as “Google”). 
 SECTION 1.
DEFINITIONS 
 The following capitalized terms shall have the meanings set forth below: 
 1.1 “Bundle” means the Products bundled with the Distributor App(s). 
 1.2 “Distributor App(s)” means the following Distributor software: [ *** ]. 
 1.3 [ *** ]. 
 1.4 [ *** ].

 1.5 “End User” means an end user customer of Distributor. 
 1.6 “End User License Agreement” or “EULA” means the end user license agreement applicable to a Product, which
such end user license agreement may be updated or modified by Google in its sole discretion from time to time. 
 1.7 “Google
Criteria Checker” means a set of software routines provided to Distributor by Google, as part of a software library, that determine if the Products can be installed on an End User’s system. The Google Criteria Checker checks, with
respect to the Chrome Browser, include: 
  

	 	•	 	 [ *** ] 


 Google may change the Google Criteria
Checker for any Product at any time. The Google Criteria Checker will not [ *** ]. 
 1.8 “Google Trademarks” means
all names, trade names, trademarks, and logos used by Google in connection with the Products. 
 1.9 “Products” means the
following products, along with their associated definitions: 
  

 1 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED











	 	•	 	 “Chrome Browser” means the machine-readable binary code version of the Google Chrome browser for the Windows operating system provided to
Distributor in connection with this Agreement, and any modifications or updates thereto that Google may provide to Distributor hereunder. 


  

	 	•	 	 “Chrome Browser Installer” means the machine-readable binary code version of the installer that installs the Chrome Browser provided to Distributor
in connection with this Agreement, and any modifications or updates thereto that Google may provide to Distributor hereunder. 


  

	 	•	 	 “Google Toolbar” means the machine-readable binary code version of the Google Toolbar for Internet Explorer provided to Distributor
in connection with this Agreement, and any modifications or updates thereto that Google may provide to Distributor hereunder. 


  

	 	•	 	 “Google Toolbar Installer” means the machine-readable binary code version of the installer that installs the Google Toolbar provided
to Distributor in connection with this Agreement, and any modifications, updates or upgrades thereto that Google may provide to Distributor hereunder. 


 1.10 “Segment” means each level of breakdown of the payments set forth in Exhibit C (e.g., country and tier). 
 1.11 “Successful Chrome Activation” occurs when each of the following has occurred, [ *** ], as determined [ *** ] by Google and
based on the communication between a Chrome Browser (obtained as part of a Bundle) and a Google server following installation of Chrome Browser via a Bundle, and provided [ *** ]: (a) [ *** ]. 
 1.12 “Successful Toolbar Activation” means the communication between a Google Toolbar (obtained as part of a Bundle) and a Google
server that occurs [ *** ], as determined [ *** ] by Google. Distributor acknowledges, and will cooperate with Google to ensure, that Successful Toolbar Activations: (a) [ *** ]; (b) [ *** ]. 
 1.13 “Territory” means those countries listed in Exhibit C for each Product. 
 1.14 “Trademarks” means the Google Trademarks. 
 SECTION 2. LICENSE GRANTS AND RESTRICTIONS 
 2.1 Products License Grant. Subject to the terms
and conditions of this Agreement, Google hereby grants to Distributor a royalty-free, nontransferable, nonsublicensable, nonexclusive license during the Term to: (a) reproduce, the Products to the extent necessary to exercise the right granted
in the following (b); (b) bundle the Products, in machine-readable binary code format only, solely with Distributor App(s); and (c) distribute Bundles directly ([ *** ]) to End Users in the Territory. 
  

 2 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 2.2 [ *** ] Distribution. Distributor shall have the right to offer or distribute Bundles [ *** ]
directly to End Users ([ *** ]); provided, however, that (a) in connection with any and all such offers or distributions, Distributor shall, [ *** ], distribute Bundles in a manner that is [ *** ] this Agreement, and (b) Google in its sole
discretion shall have the right to direct Distributor to cease offers or distributions of Bundles [ *** ] would either (1) harm or devalue Google’s business, brand or name, or (2) violate Google’s privacy policy, and [ *** ]. For
the avoidance of doubt, in no event shall any [ *** ] have the right to bundle [ *** ] in or with Bundles without Google’s prior written approval. 
 2.3 License Grant Restrictions. Distributor shall not, and shall not allow any third party to: (i) disassemble, de-compile or otherwise reverse engineer the Products or otherwise attempt to learn the
source code or algorithms underlying the Products; (ii) create derivative works from or based on the Products; (iii) except as expressly set forth in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Products
to any third party; (iv) use the Products for timeshare, service bureau, or other unauthorized purposes; or (v) exceed the scope of any license granted to Distributor hereunder. 
 2.4 Trademark License and Use. Subject to the terms and conditions of this Agreement, Google hereby grants to Distributor a limited,
non-exclusive, non-transferable, nonsublicensable, royalty-free license during the Term to use the Google Trademarks, in accordance with Google’s trademark usage guidelines, solely to market and promote the Products consistent with this
Agreement, provided that all use of the Google Trademarks shall be subject to Google’s prior review and advance written consent, which may include email consent. All uses of the Google Trademarks, and all goodwill associated therewith,
shall inure solely to the benefit of Google. Distributor acknowledges that the Google Trademarks are owned solely by Google. 
 2.5
Trademark Restrictions. Distributor shall not remove, modify, adapt, or prepare derivative works of any Trademarks, Google copyright notices, or other Google proprietary rights notices. 
 SECTION 3. DISTRIBUTION AND OTHER OBLIGATIONS 
 3.1
Delivery. Distributor acknowledges that Google has delivered the Products to Distributor as of the Effective Date. 
 3.2 Form of
Distribution Offering. The form of any offering of the Products by Distributor shall be materially as set forth in Exhibit A of this Agreement, as may be updated from time to time upon mutual written approval (such written approval may be
obtained via email). Except as set forth in Section 2.2 of this Agreement and except for distribution to End Users as expressly set forth in this Agreement, Distributor shall not offer or distribute the Products to any third party. Upon
successful installation of the Chrome Browser on an End User’s computer, Distributor will [ *** ] the Chrome Browser [ *** ]. 
 3.3
Guidelines for Applications. Distributor agrees that it will comply, [ *** ], with the Guidelines for Applications set forth in Exhibit B attached hereto. 
 3.4 Launch. Distributor will begin distribution of Bundles in accordance with this Agreement (“Launch”) within [ *** ] following the Effective Date (the date of such Launch, the “Launch
Date”), provided however, Launch of Bundles containing the Google Toolbar will be [ *** ] at any time during the Term. Subject to the foregoing, beginning on the Launch Date and continuing throughout the Term, Distributor shall ensure that
every Distributor App distributed by or on behalf of Distributor is [ *** ] as set forth in this Agreement. After Launch, 

  

 3 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 
Distributor will implement any updated Chrome Browser Installer(s), or Google Toolbar Installer(s) in the event Distributor elects to distribute Google
Toolbar, within [ *** ] of receipt of such build(s) from Google. 
 3.5 Exclusivity. During the Term (a) Distributor will not [
*** ] other than the Products; and, (b) Distributor agrees that [ *** ] will be bundled with Distributor Apps, except (i) in the event the Google Criteria Checker determines that no [ *** ], each in their respective Territory, can be made
to a particular End User, then Distributor may offer a [ *** ] which is not a [ *** ] to such End User; or (ii) that Distributor Apps downloaded by End Users for the [ *** ] may be distributed with a [ *** ], provided that such [ *** ].

 3.6 End User License Agreement. In connection with Distributor’s distribution of the Products under this Agreement, and before
any such Products can be installed by an End User, Distributor shall provide each End User with (i) a clear statement inviting the End User to agree to the terms of the applicable EULA, (ii) the opportunity for each End User to review such
EULA via a hyperlink to such EULA, and (iii) a button on which each End User may click indicating agreement to the terms of such EULA. In the event that an End User does not affirmatively agree to install some or all of the Products, by
clicking on the button to agree to the terms of the applicable EULA, then the Products shall not be installed on such End User’s computer. 
 3.7 Accurate Reproduction. Distributor agrees that in connection with its exercise of the right granted in Section 2.1 of this Agreement it will accurately reproduce the Products and will not insert into the Products any
viruses, worms, date bombs, time bombs, or other code that is specifically designed to cause the Products to cease operating, or to damage, interrupt, or interfere with any Products or End User data. 
 3.8 Obligation to Maintain. During the Term and for a period of [ *** ] following the expiration or termination of this Agreement, Distributor
will not, and will not engage any third party to: (1) [ *** ] that have been installed by End Users (such End Users, “Installed Base End Users”) in connection with this Agreement; or, (2) [ *** ]. 
 3.9 Reporting. 
 a) By
Distributor. During the Term, Distributor shall on a [ *** ] basis provide Google with a [ *** ] (i) [ *** ], and (ii) [ *** ]. 
 b) By Google. During the Term, Google shall on a [ *** ] basis provide Distributor with the [ *** ]. Upon written request during the Term, Google will make available to Distributor a [ *** ]. 
 SECTION 4. PAYMENT; PAYMENT TERMS 
 4.1
Payments. During the Term, on a calendar monthly basis, commencing with the first full calendar month in which Bundles are distributed, Google shall pay to Distributor the applicable payment set forth in Exhibit C for each Successful
Chrome Activation and Successful Toolbar Activation. For the purposes of calculating the applicable payment set forth in Exhibit C, Google will use the [ *** ] 
  

 4 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] (or similar means) that download the Chrome Browser or Google Toolbar to determine the [ *** ]. Google shall make
its first monthly payment in the month following the first full calendar month in which Bundles are distributed (provided that such payment shall include payment for each Successful Chrome Activation and Successful Toolbar Activation that occurred
during any partial month prior to the first full calendar month in which Bundles were distributed). Notwithstanding the first sentence of this Section 4.1, in no event will the sum of monthly payments to Distributor for Successful Chrome
Activations and Successful Toolbar Activation in [ *** ] exceed [ *** ] of the total payment to Distributor for such month. 
 4.2 Impacts
on Payments; Termination. In accordance with [ *** ], Google may make changes to the [ *** ]. 
 a) In the event Google [ *** ] and [ ***
] solely causes a materially adverse effect on the Payments received by Distributor for the Chrome Browser, Distributor will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ],
within [ *** ] of receipt of such notice either [ *** ] else Distributor may terminate this Agreement immediately upon notice at the conclusion of this [ *** ] period. For the purposes of this Section 4.2(a) “materially adverse
effect” means a negative change of at least [ *** ] in any [ *** ] following the implementation of a change to the [ *** ] when compared with the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the
implementation of a change to the [ *** ]. 
 b) In the event Google [ *** ] and [ *** ] solely causes a materially adverse impact to the
Payments received by Distributor for the Chrome Browser, Distributor will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ], within [ *** ] of receipt of such notice either [ ***
] else Distributor may terminate this Agreement immediately upon notice at the conclusion of this [ *** ] period. For the purposes of this Section 4.2(b) “materially adverse impact” means a negative change of at least [ *** ] in any [
*** ] following the implementation of a [ *** ] when compared to the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the implementation of a [ *** ]. 
 c) In addition to the foregoing subsections (a) and (b) above, in the event Google [ *** ] and the sum of [ *** ] solely results in a negative
change to the Payments received by Distributor of at least [ *** ] in any [ *** ] when compared with the average [ *** ] Payments for the period of time equal to the [ *** ] immediately preceding the implementation of a [ *** ], then Distributor
will notify Google of such change during the [ *** ] period following receipt of the affected Payment and Google may, [ *** ], within [ *** ] of receipt of such notice [ *** ] else Distributor may terminate this Agreement immediately upon notice at
the conclusion of this [ *** ] cure period. 
 4.3 Maximum Distribution Commitment. Notwithstanding anything to the contrary, in no
event shall any payments for Successful Chrome Activations and Successful Toolbar Activations be owed, due or payable to Distributor in excess of [ *** ] (“Maximum Distribution Commitment”) for the Initial Term. Google shall have
the right, [ *** ], to increase the Maximum Distribution Commitment by providing written notice thereof to Distributor no later than [ *** ] prior to the end of the Initial Term or any Renewal Term. For purposes of clarification, the foregoing
sentence shall not relieve Google of any payment obligations that have accrued prior to the achievement of the Maximum Distribution Commitment. 
  

 5 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 4.4 Payment Terms. All payments under this Agreement shall be made within [ *** ] following the
last day of the calendar month for which the payments are applicable. 
 4.5 Taxes. All payments under this Agreement are exclusive of
taxes imposed by any governmental entity. Distributor shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental
agencies of whatever kind and imposed with respect to the transactions under this Agreement, including penalties and interest, but specifically excluding taxes based upon Google’s net income. When Google has the legal obligation to collect any
applicable taxes, the appropriate amount shall be invoiced to and paid by Distributor “net [ *** ]” from the date of invoice or other notification. Distributor shall promptly provide to Google: (i) original or certified copies of all
tax payments or other sufficient evidence of tax payments at the time such payments are made by Distributor pursuant to this Agreement; or (ii) a valid certificate of Distributor’s exemption from obligation to pay such taxes as authorized
by the appropriate taxing authority. 
 4.6 Bank Charges. The party receiving payment will be responsible for any bank charges
assessed by the recipient’s bank. 
 SECTION 5. TERM AND TERMINATION 
 5.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall end on the
earlier of (i) February 28, 2011; or, (ii) the last day of the calendar month in which the Maximum Distribution Commitment is reached, provided that Google does not increase the Maximum Distribution Commitment as set forth in
Section 4.2 above (the “Initial Term”). At Google’s option on at least [ *** ] notice prior to the end of the Initial Term (or in the event that the end of the Initial Term will be triggered by achievement of the Maximum
Distribution Commitment, then at least [ *** ] prior to the end of the Initial Term based on Google’s [ *** ]), the Agreement may be renewed for the earlier of: (a) an additional two (2) years from the end of the Initial Term, or
(b) until twice the Maximum Distribution Commitment is reached (“Renewal Term”). The Initial Term together with the Renewal Term, if any, shall be referred to as the “Term”. 
 5.2 Termination. Either party may terminate this Agreement: (a) if the other party breaches a material term or condition of this Agreement
and fails to cure such breach within [ *** ] after receiving written notice thereof; or (b) if the other party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or
permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within [ *** ] of such filing, or has a trustee, administrator or receiver
appointed for its business or assets or any part thereof. Notwithstanding the foregoing, [ *** ] if (i) [ *** ], or (ii) [ *** ]. Notwithstanding anything to the contrary, in the event that the government or controlling body of any country
or territory in which Bundles are distributed imposes any law, restriction or regulation that makes it illegal to distribute the Products, or any portion thereof, into such country or territory, or if any such law, restriction or regulation places a
substantial burden on Google, where substantial is measured with respect to [ *** ] (such substantial burden, a “Substantial Burden”) then [ *** ] in such country or territory until such time as such law, restriction or regulation
is repealed or nullified or modified such that there it is no longer illegal or a Substantial Burden, as applicable, for Bundles to be distributed in such country or territory (“Special Suspension”); provided, however, that
Distributor’s obligations under Section 3.5 shall not apply during any period of Special Suspension. 
  

 6 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 5.3 Effect of Termination. Upon expiration or termination of this Agreement: (i) all rights
and licenses granted hereunder shall immediately cease; (ii) Distributor will immediately stop reproducing the Products and offering or distributing Bundles; (iii) Distributor shall return or destroy (and a duly appointed officer of
Distributor shall certify to such destruction) all copies of the Products and any other Google Confidential Information in its possession; and (v) the fees payable to Distributor hereunder shall immediately cease accruing and Google shall
within [ *** ] following such expiration or termination pay to Distributor any undisputed amounts which have accrued from the time of the most recent payment to Distributor through the date of termination or expiration of this Agreement. Neither
party shall be liable to the other for any damages resulting solely from termination of this Agreement as permitted for under this Agreement. 
 5.4 Survival. The provisions of Sections 1 (Definitions), 3.8 (Obligation to Maintain) (for the period specified therein), 4 (Payment; Payment Terms) (for payments owed and unpaid prior to termination), 5.4 (Survival), 6
(Confidential Information), 7 (Proprietary Rights), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification) and 11 (General) shall survive expiration or termination of this Agreement. 
 SECTION 6. CONFIDENTIAL INFORMATION 
 “Confidential Information” is information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the
disclosing party. Confidential Information does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the
recipient by another party. The recipient will not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Those people and entities may use
Confidential Information only to exercise rights and fulfill obligations under this agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to
discloser to allow the disclosing party to seek and obtain a protective order or other appropriate remedy. Such notice must include, without limitation, identification of the information to be so disclosed and a copy of the order requiring its
disclosure. In addition, the recipient is entitled to disclose the terms and conditions of this Agreement to the extent required by law, including applicable securities law. 
 SECTION 7. PROPRIETARY RIGHTS 
 Distributor acknowledges that Google and/or its licensors own all
right, title and interest, including without limitation all rights in copyrights, trademarks, trade secrets, patents and know-how, in and to the Products and the Trademarks. Distributor has, and shall acquire, no rights in the foregoing except those
expressly granted by this Agreement. Google shall not be restricted from selling, licensing, modifying, or otherwise distributing the Products and/or the Trademarks to any third party. Google acknowledges it acquires no license to Distributor Apps
under this Agreement and that Distributor and/or its licensors own all right, title and interest, including without limitation all rights in copyrights, trademarks, trade secrets, patents and know-how, in and to the Distributor App(s) Except as set
forth in Section 3.3, Distributor shall not be restricted from selling, licensing, modifying, or otherwise distributing the Distributor App(s) (where such Distributor App(s) is not part of the Bundle) to any third party. 
 SECTION 8. DISCLAIMER OF WARRANTIES 
 THE PRODUCTS ARE
PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND GOOGLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT. 
  

 7 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 SECTION 9. LIMITATION OF LIABILITY 
 EXCEPT FOR (I) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, (II) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (III) BREACHES BY DISTRIBUTOR OF SECTION 2 (LICENSE GRANTS
AND RESTRICTIONS), (IV) BREACHES BY DISTRIBUTOR OF SECTION 3.5 (EXCLUSIVITY), (V) BREACHES BY DISTRIBUTOR OF SECTION 3.6 (END USER LICENSE AGREEMENT), (VI) BREACHES BY DISTRIBUTOR OF SECTION 3.7 (ACCURATE REPRODUCTION), AND (VII) BREACHES BY
DISTRIBUTOR OF SECTION 3.8 (OBLIGATION TO MAINTAIN), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS
OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR (A) THE PARTIES’ INDEMNIFICATION OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (C) BREACHES BY DISTRIBUTOR OF SECTION 2 (LICENSE
GRANTS AND RESTRICTIONS), (D) BREACHES BY DISTRIBUTOR OF SECTION 3.5 (EXCLUSIVITY), (E) BREACHES BY DISTRIBUTOR OF SECTION 3.6 (END USER LICENSE AGREEMENT), (F) BREACHES BY DISTRIBUTOR OF SECTION 3.7 (ACCURATE REPRODUCTION),
(G) BREACHES OF ANY PAYMENT OBLIGATIONS UNDER SECTION 4.1 (PAYMENTS), AND, (H) BREACHES BY DISTRIBUTOR OF SECTION 3.8 (OBLIGATION TO MAINTAIN), IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF
THIS AGREEMENT EXCEED [ *** ] (US[ *** ]). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. The parties agree that (i) the mutual agreements made in this Section 9
reflect a reasonable allocation or risk, and (ii) that each party would not enter into this Agreement without these limitations on liability. 
 SECTION 10. INDEMNIFICATION 
 10.1 By Google. Google will defend, indemnify and hold harmless Distributor from and
against all liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys’ fees) arising from any third party claim that the [ *** ] of such third party. Notwithstanding the foregoing, in no event shall Google
have any obligations or liability under this Section 10 arising from: (i) modifications of any of the [ *** ] by any party other than Google; (ii) combination of any of the [ *** ] with any other software or products or any other
materials; and (iii) any [ *** ]. Google, in its sole and reasonable discretion, reserves the right to terminate Distributor’s continued distribution of any of the [ *** ] which are alleged or believed by Google to infringe the rights of a
third party. 
 10.2 By Distributor. 
 10.2.1 Distributor will defend, indemnify and hold harmless Google from and against all liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys’ fees) arising from:
(i) [ *** ], including without limitation claims based on representations, warranties, or misrepresentations made by Distributor, (ii) Distributor’s breach of [ *** ], (iii) any claim that the Distributor App(s) [ *** ], or
(iv) any [ *** ] claim arising out of or resulting from such [ *** ] use of any Distributor App(s), including without limitation any actions or claims in [ *** ]. 
  


 8 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 10.2.2 [ *** ] 
 10.3 Conditions of Indemnification. The obligations set forth in this Section 10 shall exist only if the party seeking indemnification (“Indemnitee”): (i) promptly notifies the other
party (“Indemnitor”) of such claim, (ii) provides the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) subject to Section 10.2.2, gives the
Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. THE FOREGOING STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY
WITH RESPECT TO INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH ABOVE. 
 SECTION 11. GENERAL 
 11.1 Publicity. [ *** ].
 11.2 Notices. All notices must be in writing (including e-mail) and sent to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered.
 11.3 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party (which
consent will not be unreasonably withheld or delayed), except to a third party who owns all or substantially all of the assigning party’s business and who agrees in writing to be bound by the terms of this Agreement. Any other attempt to
transfer or assign is void. 
 11.4 Change of Control. Google may terminate this Agreement if a third party or parties listed
on Exhibit D attached hereto obtains the direct or indirect right to control Distributor’s management or policies. 
 11.5
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a force majeure event. 
 11.6 Compliance with Export Laws. Each party’s performance under this Agreement shall comply with all applicable export and re-export control laws and regulations, including without limitation (i) the Export
Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and (iii) the
International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State (collectively, “Export Control Laws”). Distributor understands that Products are subject to U.S. Export Control
Laws. Distributor shall not (directly or indirectly) without obtaining prior authorization required by applicable Export Control Laws: (a) sell, export, re-export, transfer, divert, disclose technical data, or dispose of, any Product
to any prohibited person, entity, or destination including, without limitation, Cuba, Iran, North Korea, Sudan and Syria; or (b) use any Product for any use prohibited by the laws or regulations of the United States. 
  

 9 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 11.6 No Waiver. Failure to enforce any provision will not constitute a waiver.

 11.7 Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best
accomplish the unenforceable provision’s essential purpose. 
 11.8 No Agency. The parties are independent
contractors, and this agreement does not create an agency, partnership or joint venture. 
 11.9 No Third-Party
Beneficiaries. There are no third-party beneficiaries to this agreement. 
 11.10 Equitable
Relief. Nothing in this agreement will limit either party’s ability to seek equitable relief. 
 11.11 Governing
Law. This agreement is governed by California law, excluding California’s choice of law rules. FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS
IN SANTA CLARA COUNTY, CALIFORNIA. 
 11.12 Amendments. Any amendments must be agreed upon in writing. 
 11.13 Counterparts. The parties may execute this agreement in counterparts, which taken together will constitute one instrument.

 11.14 Entire Agreement. This agreement is the parties’ entire agreement relating to its subject and supersedes any
prior or contemporaneous agreements. 
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives. 
  

					
	DISTRIBUTOR: DIVX, INC.	 		 	GOOGLE INC.
			
	 /s/    David Richter
	 		 	 /s/    Jeff Shardell

	By	 		 	Jeff Shardell
	 David J. Richter
	 		 	Director, Websearch and Syndication
	Name	 		 	 Google, Inc.

	 Executive Vice President
	 		 	By
	Title	 		 	  

	 March 9, 2009
	 		 	Name
	Date	 		 	 2009.03.09

		 		 	Title
			
		 		 	 14:55:39

		 		 	Date                                       
  -07’00’

  

 10 

			
	Google Confidential	 	 121608
 Execution Copy










 EXHIBIT A 
 Form of Offering 
 [GRAPHIC] 
  

 11 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 EXHIBIT B 
 Guidelines for Applications Bundled with Google Applications 
 Google has observed a significant increase in the
number of reports of software that is engaging in deceptive, malicious and other annoying practices that significantly diminish user perception and enjoyment of the internet. These practices include but are not limited to installing software on
computers without obtaining informed end user consent (the so-called “drive-by download”), inundating end users with advertisements without adequate attribution or labeling, exposing users to pornographic material without obtaining
informed end user consent, obtaining or transmitting personal information about an end user without obtaining informed end user consent, and interfering with an end user’s ability to easily uninstall applications the end user does not wish to
be on his or her computer. 
 Google does not wish to be associated with these types of practices. Accordingly, Google has developed the Guidelines set forth
below to prevent its trademark, other intellectual property, and services from being used in connection with these practices. Google believes that these Guidelines are necessary to protect Google from any allegation that it has contributed to
practices that might be viewed as unlawful or actionable; to preserve the reputation of Google as a provider of trusted software and services in a manner that is beneficial and fair to users and other constituents; and to stem the rising incidence
of practices that harm users and diminish the perceived value and reliability of the internet, which are essential to Google’s business. 
 With this
objective in mind, Google has established the following Guidelines to apply to customer Applications that are bundled with any Google Application. Except to the extent Google has otherwise specifically agreed in writing, Google does not grant
permission to, and you will not, bundle any Application with a Google Application unless you ensure that any such Application specified in the agreement between you and Google that incorporated these Guidelines complies with these Guidelines.

 For the avoidance of doubt, by these Guidelines Google does not intend to, and does not, impose any restrictions on what you may do with any Application
that is not bundled with a Google Application, bundled with an Application that accesses Google services, or used to access Google services; you remain free to sell any Application you wish (whether or not it complies with these Guidelines) so long
as it is not bundled with a Google Application, bundled with an Application that accesses Google services, or used to access Google services. 
 In these
Guidelines: (a) “you” and “your” refer to the legal entity(ies) that has entered into the contract with Google into which these Guidelines are incorporated, as well as any person or entity acting on your behalf; and
(b) “Application” means any application, plug-in, helper, component or other executable code that runs on a user’s computer, examples of which include those that provide browser helper objects, instant messaging, chat, email,
data, file viewing, media playing, file sharing, games, internet navigation, search and other services. 
 Google welcomes input about these Guidelines from
you and from other interested parties, and is always willing to consider revisions as appropriate to encourage innovation while protecting against deceptive, unfair and harmful practices. Accordingly, Google may update these Guidelines, including
the Attachments, from time to time as provided in Section 10 below. 
 If you have any questions about these Guidelines, please do not hesitate to
discuss them with your Google account manager. 
  

 12 

			
	Google Confidential	 	 121608
 Execution Copy










 1. General. 
 1.1. Approval and Ongoing Compliance. You may bundle Google Applications with Applications only to the extent permitted in the signed written agreement into which these Guidelines have been incorporated.
In such instance, you must ensure that your Application both (1) has been approved by Google for the purpose of being bundled with Google Applications in writing in advance, and (2) complies at all times with the requirements outlined
herein. To obtain Google’s approval for any Applications not expressly approved in your agreement, you must submit a written request. 
 1.2. No Google Branding or Attribution. Your Application, and any related collateral material (including any Web pages promoting your Application or from which your Application is made available), must not contain any Google
branding, trademarks or attribution unless (and then only to the extent) Google expressly consents otherwise in writing. In addition, queries entered into Applications may not resolve to a results page that contains any Google branding, trademarks
or attribution unless (and then only to the extent) Google expressly consents otherwise in writing. 
 2. Prohibited Content. You may not
bundle any Google Application with an Application that: (a) contains any viruses, worms, trojan horses, or the like; and (b) is distributed primarily for the purpose of (i) distributing pornographic, obscene, excessively profane,
gambling-related, deceptive, fraudulent or illegal content, or (ii) distributing content related to “hacking” or “cracking.” 
 3. Prohibited Behavior. You may not bundle any Google Application with an Application that engages in deceptive, unfair, harassing or otherwise annoying practices. For example, the Application may not: 
  

	 	(a)	use, or permit an unaffiliated person to use, an end user’s computer system for any purpose not understood and affirmatively consented to by the end user (including, without
limitation, for purposes of consuming bandwidth or computer resources, sending email messages, launching denial of service attacks, accruing toll charges through a dialer or obtaining personal information from an end user’s computer such as
login, password, account or other information personal to the end user); 

  

	 	(b)	intentionally create or exploit any security vulnerabilities in end user computers; 

  

	 	(c)	trigger pop-ups, pop-unders, exit windows, or similar obstructive or intrusive functionality, that materially interfere with an end user’s Web navigation or browsing or the use
of his or her computer; 

  

	 	(d)	repeatedly ask an end user to take, or try to deceive an end user into taking, an action that the end user has previously declined to take (such as repeatedly asking an end user to
change his or her home page or some other setting or configuration); 

  

	 	(e)	redirect browser traffic away from valid DNS entries (except that your Application may direct unresolved URLs to an alternative URL designated by you, provided that the page to
which the end user resolves adequately informs the end user that you and your Application are the source of that page); 

  

	 	(f)	interfere with the browser default search functionality (except that your Application may permit an end user to change his or her default search engine with proper disclosure,
consent and attribution as provided below); or 

  

	 	(g)	engage in activity that violates any applicable law or regulation. 

 4.
Disclosure and Consent. 
 4.1. Disclosure and Consent before Installation. You may not bundle any Google Application
with any Application unless you (and your distribution and bundling partners, if applicable under the terms of the agreement between you and Google that incorporates these Guidelines) design the installation of any such Application in a manner that
ensures that it is installed by end users in a knowing and willful manner – e.g., no “drive-by” downloads or installs. By “distribution partner” we mean any third party who distributes your Application and by
“bundling partner” we mean any third party who installs your Application in combination with or alongside one or more other Applications. At a minimum, compliance 

  

 13 

			
	Google Confidential	 	 121608
 Execution Copy










 
with this provision requires that, prior to installing your Application, you and any third party distributing or bundling your Application: 
  

	 	(a)	first, fully, accurately, clearly and conspicuously disclose to end users: 

  

	 	(i)	that they are installing an application, 

  

	 	(ii)	the name of the Application, identifying you as the entity responsible for it, and 

  

	 	(iii)	the principal and significant features and functionality of the Application; and 

  

	 	(b)	then, obtain the end user’s affirmative consent to install the Application. 

 4.2. Disclosure and Consent for Collection and Transmission of Personally Identifiable Information. You may not bundle any Google
Application with any Application that (1) collects or transmits to any entity other than the end user personally identifiable information, or (2) collects or transmits information related to a user’s computer or Internet usage or
activity in a manner that could collect or transmit such user’s personally identifiable information (such as through keystroke logging), unless prior to the first occurrence of any such collection or transmission you: 
  

	 	(a)	first, fully, accurately, clearly and conspicuously disclose: 

  

	 	(i)	the type of information collected (described with specificity in the case of personally identifiable information), 

  

	 	(ii)	the method of collection (e.g., by registration, etc.), and 

  

	 	(iii)	the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the information; and 

  

	 	(b)	then, obtain the end user’s affirmative consent to such collection and/or transmission. 

 4.3. Disclosure and Consent for Setting Changes. You may not bundle any Google Application with any Application that makes a change to any
operating system or Application data setting which will impact the user experience of other Applications (e.g., changing the browser default home page or changing the default application for a file type, such as the default email, browser or
media player application), unless prior to making such change you: 
  

	 	(a)	first, fully, accurately, clearly and conspicuously disclose the change in a manner that will explain the practical effect of such change; and


  

	 	(b)	then, obtain the end user’s affirmative consent to make such change. 

 Notwithstanding the foregoing, (i) no disclosure and consent need be made for changes to operating system or Application data settings that have only a minor impact on user experience, such as adding a small
number of bookmarks to the browser menu or adding an item to a start menu, and (ii) the disclosure and consent requirements of this Section 4.3 will not apply to those setting changes that may be made prior to sale to the end user.

 4.4. Method of Disclosure and Consent. In order to satisfy the requirements above, the disclosure of the items specified
above (a) must be provided in both (1) the End User License Agreement (EULA) or privacy policy (to the extent required by law or otherwise by industry custom) and (2) separately from the EULA and/or privacy policy (e.g., in
installation screens or message boxes, as the case may be), and (b) must be designed so that it will be read by, adequately inform and evidence the consent of a typical Internet user. See Attachment 1 for sample disclosure and
consent implementations that would satisfy certain of the requirements above. 
 4.5. EULA and Privacy Policy. You may not
bundle any Google Application with any Application 

  

 14 

			
	Google Confidential	 	 121608
 Execution Copy










 
unless it conforms, and is distributed pursuant to a EULA that conforms, with all applicable laws and regulations. In addition, you and your Application must
comply with the agreements and representations you make with your end users in your EULA and privacy policy. Your privacy policy must be accessible from your Application in an easily found location. If your Application collects or transmits any
other information related to the user’s use of his or her computer, but not required to be disclosed and consented to pursuant to Section 4.2, then the collection and use of such other information must be disclosed in your privacy policy.

 5. Transparency. Neither you nor any of your third party distribution or bundling partners may mislead end users or create end user
confusion with regard to the source or owner of an Application or any portion of its purpose, functionality or features. For example, all elements of your Application that are visible to the end user must clearly identify their source through its
branding and attribution, and that identification, whatever form it takes, must correspond to the identification of your application in the menu that permits end users to remove programs. You must clearly label advertisements provided by your
Application (if any) as such and clearly identify your Application as the source of those advertisements. In addition, if your Application modifies the operation or display of other applications or Web sites (other than Web sites that you own), then
in each instance you must clearly and conspicuously attribute the source of that modification to your Application (as distinct from the application or Web site modified) in a manner that will inform a typical Internet user; provided
that this requirement will not apply to modifications for which you obtain disclosure and consent pursuant to Section 4.3. See Attachment 1 for examples of modifications that are clearly and conspicuously disclosed to end users.

 6. Deactivation. You may not bundle any Google Application with any Application that impairs an end user’s ability to change any
preferences or settings set by the Application in accordance with the way that such preferences or settings ordinarily may be changed by the applicable Application. Once disabled by an end user, your Application may not be re-enabled without an
affirmative action by the end user to explicitly re-enable your application. Accordingly, no use, update, installation or re-enablement of a separate Application, and no code downloaded as a result of browsing a Web site, may operate to re-enable
your Application. Your Application must permit end users to uninstall it (in the customary place the applicable operating system has designated for adding or removing programs, e.g., Add/Remove Programs control panel in Windows) in a
straightforward manner, without undue effort or skill. In addition, your Application, when running, must provide (in an easily found location) clear and concise instructions on how it may be uninstalled. Once uninstalled, your Application must not
leave behind any functionality or design elements, and all setting changes made by the application, but not explicitly agreed to by the end user, should be reversed to the extent practicable. 
 7. Bundling of Applications. In addition to the requirements set forth in the agreement between you and Google that incorporates these Guidelines, in order
for you to bundle any Application with a Google Application must satisfy each of the following requirements: 
  

	 	(a)	the end user is made aware of all of the Applications included in the bundle prior to any installation; 

  

	 	(b)	all such Applications included in the bundle or download comply with the provisions of Section 2 through 6 of these Guidelines; 

  

	 	(c)	if Applications in a bundle in which you are participating are supported in part by revenue generated by advertising displayed in another independent Application included in that
bundle and the continued use of the Application is conditioned on such other independent Application remaining installed and active on the end user’s computer, the end user must be made aware of that relationship; and 


 

	 	(d)	either (1) the bundle must provide for a master uninstaller that will enable the end user to uninstall every Application in the bundle without undue effort or skill, or
(2) if no master uninstaller is provided, the de-installation of any Application may not be dependent or conditioned upon the de-installation of any other Application included in the bundle. 

  

 15 

			
	Google Confidential	 	 121608
 Execution Copy










 8. Information and Assistance. Subject to any confidentiality obligations owed to third parties, you must
provide Google with such information as Google may reasonably request about the distribution of those of your Applications that are bundled with any Google Application. For example, we may ask you to share with us: (a) the means by and/or the
locations from which your Applications are distributed; or (b) the identity of any applications included in any of your bundling relationships (and the entities responsible for such applications). In addition, you must provide such assistance
as Google may reasonably request to investigate and stop potential violations of these Guidelines that may be connected to your Application, including by way of using such number of identifiers and other tracking parameters as Google may reasonably
request. This would include providing Google with “golden masters” of any bundle or other distribution that includes your Application, or working with Google to stop any entities that may be financially benefiting from your Application
from engaging in any of these proscribed practices. You understand, however, that Google has no obligation to provide support to end users of your Application. For the avoidance of doubt, these information and assistance rights do not extend to any
of your Applications that are not used to access Google services, bundled with a Google Application, or bundled with an Application that accesses Google services. 
 9. Legal. You must maintain ownership and control of your Application at all times to the extent required to practically and legally enforce the requirements of these guidelines. If you are seeking to permit a third party
Application to be bundled with a Google Application, then you must also obtain Google’s written approval of that third party Application (in addition to the approval required for your Application). If Google approves the third party
Application, you are responsible for ensuring that such third party Application also complies with these Guidelines. Special indemnity and other suspension and/or termination provisions may apply. These are addressed in your agreement with Google.

  

	10.	Updates. 

 10.1. General. As
mentioned above, Google may update these Guidelines, including the Attachments, from time to time; provided, however, that no updates will be effective until Google provides you with [ *** ] written notice thereof. Once you receive that notice (the
date on which you receive such notice, the “Update Notice Date”), you will be required to bring your Application into compliance within [ *** ]. 
 10.2. Extended Compliance Period. If, solely as a result of an updated requirement, one or more of your Applications no longer complies with these Guidelines, as updated, and you are incapable of
bringing such Application into compliance prior to the scheduled effective date of such update (the “Update Effective Date”), you agree to provide Google with written notice thereof as soon as reasonably practicable, but in any
event no later than the Update Effective Date, identifying the Application and the reasons why it may not be brought into compliance prior to the Update Effective Date, and providing such other detail as Google may reasonably request with respect
thereto (consistent in any event with your confidentiality obligations). Thereafter, the parties will consult, and you agree to will work, diligently and in good faith to develop and execute a plan to bring such Application into compliance with
these Guidelines, as updated, as soon as reasonably practicable, but in any event within [ *** ] of the Update Notice Date (the “Maximum Compliance Period”). You agree that you will provide Google with such information as Google
reasonably requests during this period to keep Google apprised of your progress in bringing your Application into compliance. Notwithstanding the foregoing (but subject to the next sentence), in no event may a new requirement provided for in
any update to these Guidelines require you to take any action which would violate the terms of any agreement between you and any unaffiliated third party that is in effect on the date that Google delivers notice of the proposed update. In any event,
if you are unable to bring any Application into compliance during the Maximum Compliance Period, Google may elect, by providing at least [ *** ] prior written notice, to require you to cease bundling either the specific non-conforming Application or
those versions of the Application which are, or are distributed, in violation of the Guidelines, as updated; it being understood that, at such time, you will be entitled to procure services from an alternative source for those Applications (or
versions thereof) with respect to which Google has exercised such election. 
  

 16 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 Attachment 1 
 [ *** ] 
 [GRAPHIC] 
  

 17 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 Disclosure and Consent 
 [ *** ] 
 [GRAPHIC] 
 [ *** ] 
 [GRAPHIC] 
 [ *** ] 
  

 18 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [GRAPHIC] 
  

 19 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] 
 [GRAPHIC] 
  

 20 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] 
 [GRAPHIC] 
  

 21 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] 
 [GRAPHIC] 
  

 22 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] 
 [GRAPHIC] 
  

 23 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 [ *** ] 
 [GRAPHIC] 
  

 24 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 EXHIBIT C 
 [ *** ] 
  

							
	[ *** ]        	 		  	[ *** ]                    	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]
	[ *** ]	 		  	[ *** ]	  	[ *** ]

  

 25 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED











					
	[ *** ]        	  	[ *** ]                    	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]

 [ *** ] 
  

					
	[ *** ]        	  	[ *** ]                    	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]
	[ *** ]	  	[ *** ]	  	[ *** ]

  

 26 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED










 EXHIBIT D 
 [ *** ] 
  

 27 

			
	Google Confidential	 	 121608
 Execution Copy
 ***CONFIDENTIAL TREATMENT REQUESTED