EX-10.14.3



 




EXHIBIT 10.14.3
CONFIDENTIAL TREATMENT REQUESTED



Execution Copy




AMENDMENT NUMBER ONE TO GOOGLE

SERVICES AGREEMENT ORDER FORM




          This
Amendment Number One to the Google Services Agreement Order Form (this “Amendment”) is
entered into as of November 1, 2004 by and between Synacor, inc., a Delaware corporation
(“Customer”), and Google Inc., a Delaware
corporation (“Google”).




          WHEREAS, Customer and Google entered into that certain Google Services Agreement Order Form
effective June 25, 2004 (the “Order Form”) together with an Google Services Agreement of even date
therewith (the “GSA”), pursuant to which Google provides Customer with certain Services (as defined
therein); and




          WHEREAS, Customer and Google now desire to amend the Order Form through this Amendment with
respect to certain terms, but in all other respects the Order Form and GSA shall continue in full
force and effect.




          NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree
as follows.



1. Definitions. Capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Order Form.



2. Amendments. From and after November 1, 2004, the Order Form will be modified as follows:




     2.1.
Extension of the Initial Services Term. The “Initial Services Term” on the Cover
Page of the Order Form is hereby modified to be June 25, 2004 through June 30, 2006.



     2.2. [*]. For the period commencing on after November 1, 2004,
the Net AdSense for Search Revenue Share Percentage (%) to Customer and Net AdSense for Content
Revenue Share Percentage (%) to Customer on the Cover Page of the Order Form is hereby modified to
be “[*], subject to adjustment as provided in Section 16.” In addition, for the period commencing
on and after November 1, 2004, Section 16.6.4 of the Order Form is hereby deleted in its entirety
and replaced with the following:




     “16.6.4
“Applicable Percentage” with respect to any calendar month during the
Services Term means [*]”



     2.3.
Addition of WebSearch Site, AFS Site and AFC
Site. Each of the following URLs is
hereby added as a WebSearch Site, AFS Site and AFC Site under the Order Form:


[*]



					
	 	 	 	 	 
	Amendment to Order Form
	 	Page 1 of 2
	 	 





 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



 









 






Execution Copy



[*]


3. Choice of Law. The
laws of the State of California, excluding California’s choice
of law
rules, and applicable federal U.S. laws shall govern this Amendment.



4. Miscellaneous. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute but one and the same instrument. No
agreement hereafter made shall be effected to change, modify, or discharge this Amendment, in whole
or in part, unless such agreement is in writing and signed by or on behalf of the other party
against whom the enforcement of the change, modification, or discharge is sought. This Amendment
shall be binding on the parties hereto and their respective personal and legal representatives,
successors, and permitted assigns. Each person whose signature appears below represents and
warrants that he or she has the authority to bind the entity on whose behalf he or she has executed
this Amendment.



5. Effect on Order Form. Except as expressly modified as set forth herein, the Order Form
and GSA shall remain in full force and effect.




     IN WITNESS WHEREOF, the parties have executed this Amendment by persons duly authorized as of
the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SYNACOR, INC.	 	GOOGLE INC.
	 
	By:

	 	/s/ Ronald Frankel
	 	 	 	By: 
	/s/ Joan Braddi	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: 	RONALD FRANKEL 	 
	 	 	 	Name: 	JOAN BRADDI 	 
	 

	 	Title: 
	 PRESIDENT & CEO 	 	 	 	 	Title:  	VP, SEARCH SERVICES 	 
	 	 	Date: 	11-12-04 	 	 	 	 	Date: 	11.16.04 	 
	 	 	Fax: 	(716) 332-0081 	 	 	 	 	Fax: 	650-618-1808 	 







					
	 	 	 	 	 
	Amendment to Order Form
	 	Page 2 of 2
	 	 






 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.