Common use of Entire Agreement; Modifications; Inconsistencies Clause in Contracts

Entire Agreement; Modifications; Inconsistencies. This Agreement and any attachments constitute the entire agreement of the parties as to the subject matter of this Agreement and the Orders, and supersede all prior or contemporaneous agreements, proposals, discussions or correspondence, whether written or oral. This Agreement and any attachment or Order may not be amended or modified except in writing signed by an authorized representative of each party. Any terms on Supplier’s web site, product schedule or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, will not have force or effect if the provision conflicts with the terms of this Agreement, the attachments or Orders. If an inconsistency exists between the terms of this Agreement, and the terms of any attachment or Order, the terms of the attachment or Order will control, except preprinted terms and conditions appearing in any purchase order will have no force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. (Remainder of page is blank. Signature on following page.) EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS SIGNED: EMBARQ MANAGEMENT COMPANY SYNACOR, INC. /s/ Xxxxx Xxxxx /s/ Xxxxx X. Xxxxxxx (signature) (signature) Print Name: Xxxxx Xxxxx Print Name: Xxxxx X. Xxxxxxx Title: VP- Procurement Title: Vice President & Sales Date: 12/04/06 Date: 11/27/04 EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS SCHEDULE A During the Initial Term, services performed by Supplier for Embarq that are not specified in an Order shall be billed at a rate not to exceed [*] per hour (“Billable Rate”). Supplier may increase the Billable Rate for any Renewal Term by no more than [*] upon mutual agreement of the Parties. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED [*] = 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 MSA No.: MSAX063015TPS SCHEDULE B SUPPLIER DIVERSITY Supplier will use commercially reasonable good faith efforts to meet a Utilization Requirement of 3%, either annually, or if this Agreement is for a specific term, over the term of this Agreement. The “Utilization Requirement” will consist of socially and economically disadvantaged small business concerns, women small business concerns, and service-disabled veteran-owned small business concerns. Embarq reserves the right to review this requirement and monitor the supplier’s progress annually. Embarq may assist Supplier in tracking and preparing reports with respect to the Utilization Requirement. For the sake of clarity, commercially reasonable good faith efforts does not include any requirement that Supplier hire any consultant or employee to supervise and/or manage the foregoing efforts, produce any reporting without specific request from Embarq, or require more than a commercially reasonable amount of time for report preparation when specifically requested by Embarq no more than twice per calendar year during the term. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS Schedule C Change in Control Defined For purposes of this Agreement, a “Change in Control” of an entity means the occurrence of any of the following events:

Entire Agreement; Modifications; Inconsistencies. This Agreement and any attachments constitute the entire agreement of the parties as to the subject matter of this Agreement and the Orders, and supersede all prior or contemporaneous agreements, proposals, discussions or correspondence, whether written or oral. This Agreement and any attachment or Order may not be amended or modified except in writing signed by an authorized representative of each party. Any terms on Supplier’s web site, product schedule or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, will not have force or effect if the provision conflicts with the terms of this Agreement, the attachments or Orders. If an inconsistency exists between the terms of this Agreement, and the terms of any attachment or Order, the terms of the attachment or Order will control, except preprinted terms and conditions appearing in any purchase order will have no force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. (Remainder of page is blank. Signature on following page.) EMBARQ and SYNACOR Master Services Agreement EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED 33 of 37 MSA No.: MSAX063015TPS SIGNED: EMBARQ MANAGEMENT COMPANY SYNACOR, INC. /s/ Xxxxx Dxxxx Xxxxx /s/ Xxxxx Fxxxx X. Xxxxxxx (signature) (signature) Print Namename: Xxxxx Dxxxx Xxxxx Print Namename: Xxxxx Fxxxx X. Xxxxxxx Title: VP- VP — Procurement Title: Vice President & of Sales Date: 12/04/06 12/4/06 Date: 11/27/04 11/27/06 EMBARQ and SYNACOR Master Services Agreement EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED 34 of 37 MSA No.: MSAX063015TPS . _______________ SCHEDULE A During the Initial Term, services performed by Supplier for Embarq that are not specified in an Order shall be billed at a rate not to exceed [*] per hour (“Billable Rate”). Supplier may increase the Billable Rate for any Renewal Term by no more than [*] upon mutual agreement of the Parties. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED [*] = 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. CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS SCHEDULE B SUPPLIER DIVERSITY Supplier will use commercially reasonable good faith efforts to meet a Utilization Requirement of 3%, either annually, or if this Agreement is for a specific term, over the term of this Agreement. The “Utilization Requirement” will consist of socially and economically disadvantaged small business concerns, women small business concerns, and service-disabled veteran-owned small business concerns. Embarq reserves the right to review this requirement and monitor the supplier’s progress annually. Embarq may assist Supplier in tracking and preparing reports with respect to the Utilization Requirement. For the sake of clarity, commercially reasonable good faith efforts does not include any requirement that Supplier hire any consultant or employee to supervise and/or manage the foregoing efforts, produce any reporting without specific request from Embarq, or require more than a commercially reasonable amount of time for report preparation when specifically requested by Embarq no more than twice per calendar year during the term. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS Schedule C Change in Control Defined For purposes of this Agreement, a “Change in Control” of an entity means the occurrence of any of the following events:

Entire Agreement; Modifications; Inconsistencies. This Agreement Agreement, the Schedules and any attachments the Contract Orders constitute the entire agreement of the parties as to the subject matter of this Agreement Software Product and Services contained in the Orders, Contract Orders and supersede all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions or and correspondence, whether written or oral. This Agreement and any attachment Schedule or Contract Order may not be amended or modified except in writing signed by an a duly authorized representative of each party. Any terms provision contained on SupplierLicensor’s web site, product schedule or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, agreement will not have no force or effect if the such provision conflicts with the terms of this Agreement, the attachments Schedules or Contract Orders. If there is an inconsistency exists between the terms of this Agreement, Agreement and the terms of any attachment Schedule or Contract Order, the terms of the attachment Schedule or Contract Order will control, except preprinted terms and conditions appearing in any purchase order will have no force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. (Remainder of page is blank. Signature on following page.) EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS SIGNED: EMBARQ MANAGEMENT COMPANY SYNACORSPRINT SPECTRUM L.P. SEVEN NETWORKS, INC. /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxx X. Xxxxxxx (signature) (signature) Print /s/ Xxxx Xxxxxx Name: Xxxxx Xxxxx Print Xxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Xxxx Xxxxxx Title: VP- Procurement VP Business Development Title: Vice President & Sales CEO Date: 12/04/06 1.7.02 Date: 11/27/04 EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS 1.7.02 Sprint Proprietary Information SCHEDULE A During 18.2 NON-DISCLOSURE AGREEMENT I, (Employee name) , have read and acknowledge the Initial TermProprietary Information limitations and requirements in the Supplier/Sprint Agreement dated , services performed 200 . I agree, as consideration of my employment with Supplier, to abide by Supplier for Embarq that are not specified in an Order shall be billed at a rate not to exceed [*] per hour (“Billable Rate”). Supplier may increase the Billable Rate for any Renewal Term by no more than [*] upon mutual agreement all terms of the Parties. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED [*] = 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 MSA No.: MSAX063015TPS SCHEDULE B SUPPLIER DIVERSITY Supplier will use commercially reasonable good faith efforts Agreement and to meet a Utilization Requirement protect any and all Proprietary Information that may be disclosed to me in my capacity as an employee of 3%, either annually, or if this Agreement is for a specific term, over (Supplier) as required by the term of this Agreement. The “Utilization Requirement” will consist of socially and economically disadvantaged small business concerns, women small business concerns, and service-disabled veteran-owned small business concerns. Embarq reserves the right to review this requirement and monitor the supplier’s progress annually. Embarq may assist Supplier in tracking and preparing reports with respect to the Utilization Requirement. For the sake of clarity, commercially reasonable good faith efforts does not include any requirement that Supplier hire any consultant or employee to supervise and/or manage the foregoing efforts, produce any reporting without specific request from Embarq, or require more than a commercially reasonable amount of time for report preparation when specifically requested by Embarq no more than twice per calendar year during the term. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.EMPLOYEE [Address] By: MSAX063015TPS Schedule C Change in Control Defined For purposes of this Agreement, a “Change in Control” of an entity means the occurrence of any of the following events:Name: Title: Date: Sprint Proprietary Information

Entire Agreement; Modifications; Inconsistencies. This Agreement and any attachments constitute the entire agreement of the parties as to the subject matter of this Agreement and the Orders, and supersede all prior or contemporaneous agreements, proposals, discussions or correspondence, whether written or oral. This Agreement and any attachment or Order may not be amended or modified except in writing signed by an authorized representative of each party. Any terms on Supplier’s web site, product schedule or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, will not have force or effect if the provision conflicts with the terms of this Agreement, the attachments or Orders. If an inconsistency exists between the terms of this Agreement, and the terms of any attachment or Order, the terms of the attachment or Order will control, except preprinted terms and conditions appearing in any purchase order will have no force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. (Remainder of page is blank. Signature on following page.) EMBARQ and SYNACOR Master Services Agreement EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED 33 of 37 MSA No.: MSAX063015TPS SIGNED: EMBARQ MANAGEMENT COMPANY SYNACOR, INC. /s/ Xxxxx Dxxxx Xxxxx /s/ Xxxxx Fxxxx X. Xxxxxxx (signature) (signature) Print Namename: Xxxxx Dxxxx Xxxxx Print Namename: Xxxxx Fxxxx X. Xxxxxxx Title: VP- VP — Procurement Title: Vice President & of Sales Date: 12/04/06 12/4/06 Date: 11/27/04 11/27/06 EMBARQ and SYNACOR Master Services Agreement EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED 34 of 37 MSA No.: MSAX063015TPS . _______________ SCHEDULE A During the Initial Term, services performed by Supplier for Embarq that are not specified in an Order shall be billed at a rate not to exceed [*] per hour (“Billable Rate”). Supplier may increase the Billable Rate for any Renewal Term by no more than [*] upon mutual agreement of the Parties. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED [*] = 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. CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS SCHEDULE B SUPPLIER DIVERSITY Supplier will use commercially reasonable good faith efforts to meet a Utilization Requirement of 3%, either annually, or if this Agreement is for a specific term, over the term of this Agreement. The “Utilization Requirement” will consist of socially and economically disadvantaged small business concerns, women small business concerns, and service-disabled veteran-owned small business concerns. Embarq reserves the right to review this requirement and monitor the supplier’s progress annually. Embarq may assist Supplier in tracking and preparing reports with respect to the Utilization Requirement. For the sake of clarity, commercially reasonable good faith efforts does not include any requirement that Supplier hire any consultant or employee to supervise and/or manage the foregoing efforts, produce any reporting without specific request from Embarq, or require more than a commercially reasonable amount of time for report preparation when specifically requested by Embarq no more than twice per calendar year during the term. EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION - — RESTRICTED CONFIDENTIAL TREATMENT REQUESTED MSA No.: MSAX063015TPS Schedule C Change in Control Defined For purposes of this Agreement, a “Change in Control” of an entity means the occurrence of any of the following events:[*] EMBARQ AND SYNACOR CONFIDENTIAL INFORMATION — RESTRICTED *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.