EX-10.1



 Exhibit 10.1 

CONFIDENTIAL TREATMENT REQUESTED 

AMENDMENT NUMBER SIX TO GOOGLE SERVICES AGREEMENT 

This Amendment Number Six to the Google Services Agreement (the “Amendment”), effective as of January 1, 2015 (the
“Amendment Effective Date”), is between Google Inc. (“Google”) and Synacor, Inc. (“Company”) and amends the Google Services Agreement, dated March 1, 2011 (as amended, the
“Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows: 
  

	 	1.	AFS Revenue Share and Deduction Percentages. The box on pages 1 and 2 of the Agreement, labeled “ADSENSE FOR SEARCH (“AFS”)” is deleted in its entirety, and replaced with the following:


  

					
	 x ADSENSE FOR

SEARCH (“AFS”)
	  	 AFS Revenue Share

Percentage
	  	AFS Deduction Percentage
	 Sites approved for AFS: [*]
	  	See Exhibit B	  	[*]

  

	 	2.	AFC Revenue Share and Deduction Percentages. The box on page 2 of the Agreement, labeled “ADSENSE FOR CONTENT (“AFC”)” is deleted in its entirety, and replaced with the following:


  

					
	 x ADSENSE FOR

CONTENT (“AFC”)
	  	 AFC Revenue Share

Percentage
	  	AFC Deduction Percentage
	 Sites approved for AFC: [*]
	  	See Exhibit C	  	[*]

  

	 	3.	Changes to Exhibits. 

  

	 	a.	Exhibit A of the Agreement is deleted in its entirety, and replaced with the Exhibit A attached to this Amendment. 

  

	 	b.	Exhibit B of the Agreement is deleted in its entirety, and replaced with the Exhibit B attached to this Amendment. 


  

					
	 Google Confidential
	 	Page 1	 	Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 CONFIDENTIAL TREATMENT REQUESTED 

 

	 	c.	Exhibit C of the Agreement is deleted in its entirety, and replaced with the Exhibit C attached to this Amendment. 

  

	 	4.	Miscellaneous. The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. Except as expressly modified
herein, the terms of the Agreement remain in full force and effect. 

 AGREED: 

 

									
	Google Inc.				Synacor, Inc.
					
	By:		 /s/ Omid Kordestani
				By:		 /s/ William J. Stuart



									
	Print Name:		 Omid Kordestani
				Print Name:		 William J. Stuart



									
	Title:		 Authorized Signatory
				Title:		 CFO



									
	Date:		 1/29/15
				Date:		 1/21/15



  

					
	 Google Confidential
		Page 2		Amendment Six









 CONFIDENTIAL TREATMENT REQUESTED 

 
 EXHIBIT A 

AFS, AFC and WS Sites 
 [*] 

  

					
	 Google Confidential
		Page 3		Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 CONFIDENTIAL TREATMENT REQUESTED 

 
 [*] 

  

					
	 Google Confidential
		Page 4		Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 CONFIDENTIAL TREATMENT REQUESTED 

 
 EXHIBIT B 

AFS Revenue Share Percentage 
 [*] 

  

					
	 Google Confidential
		Page 5		Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 CONFIDENTIAL TREATMENT REQUESTED 

 
 [*] 

  

					
	 Google Confidential
		Page 6		Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 








 CONFIDENTIAL TREATMENT REQUESTED 

 
 EXHIBIT C 

AFC Revenue Share Percentage 
 [*] 

  

					
	 Google Confidential
		Page 7		Amendment Six

 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.