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Google Services Agreement [Amendment No. 1] – Yahoo! Inc. and Google Inc.

AMENDMENT NUMBER ONE TO GOOGLE SERVICES AGREEMENT

This Amendment Number One to the Google Services Agreement (“Amendment“), effective as of March 1, 2016 (“Amendment Effective Date“), is between Yahoo! Inc. (“Company“) and Google Inc. (“Google“) and amends the Google Services Agreement that has an effective date of October 1, 2015 (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.     [*].    The box entitled [*] on the cover page of the Agreement under [*] is deleted in its entirety and replaced by the following:

x   [*]

  [*]   [*]

[*]

[*]

 

[*]

 

[*]

2.     Additional Definitions.  The following definitions are added to the Agreement as Sections 1.40-1.42 inclusive:

“1.40.   [*] means [*] that are displayed in response to Search Queries submitted by End Users not using [*] or [*] (for clarity, consistent with the device definitions used by Google for advertiser reporting, pricing, and feature serving across its network and with its other syndication partners).

1.41.  [*] means [*] displayed in response to Search Queries submitted by End Users using [*].

1.42.  [*] means [*] displayed in response to Search Queries submitted by End Users using [*].

3.     [*].  Section 2.3 [*] of the Agreement is deleted in its entirety and replaced by the following:

“2.3.  [*].  Notwithstanding any restriction in the Google Program Guidelines regarding implementation on [*], Google permits Company to implement the [*] (as set forth on the cover page of this Agreement and in Exhibit A) for an initial period starting on the Effective Date and continuing through [*] (the [*]), so long as such implementation is in accordance with Google’s instructions provided to Yahoo and this Agreement. [*]

4.     Exhibit.  Exhibit B to the Agreement is deleted in its entirety and replaced by Exhibit B attached to this Amendment.

5.     General.  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.

  [*]    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 the omitted portions.


IN WITNESS WHEREOF, the parties have executed this Amendment by persons duly authorized.

  GOOGLE
  By:  

/s/ Philipp Schindler

 
  Name:   

     Philipp Schindler

 
  Title:  

     Authorized Signatory

 
  Date:  

     03/29/2016

 
Google Asia Pacific Pte. Ltd.  
By:  

 /s/ Marco Borla

 
Name:  

  Marco Borla

 
Title:  

   Finance Director

 
Date:  

03/30/2016

 
   COMPANY
By:  

      /s/ Ian Weingarten

 
Name:   

    Ian Weingarten

 
Title:  

    SVP, Corporate Development & Partnerships

 
Date:  

    03/24/2016

 
Yahoo! Singapore Digital Marketing Pte Ltd.  
By:  

/s/ Jin Lai Heng

 
Name:  

Jin Lai Heng

 
Title:  

   Director

 
Date:  

   03/25/2016

 

 


EXHIBIT B

(1)  AFS Revenue Share Percentage

Desktop:      [*]
  [*]
Tablet:   [*]
Mobile:   [*]

(2)  [*]

[*]

  [*]    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 the omitted portions.


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