UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2017 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
SYNACOR, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agreement Dated as of July 14, 2014Rights Agreement • July 15th, 2014 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% or more of our outstanding common stock.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 12th, 2019 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7, 2019 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”) and (b)(i) SYNACOR, INC., a Delaware corporation (“Synacor”), (ii) NTV INTERNET HOLDINGS, LLC, a Delaware limited liability company (“NTV”), and (iii) SYNC HOLDINGS, LLC, a Delaware limited liability company (“Sync”, and together with Synacor and NTV, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER by and among CLP SY HOLDING, LLC, SY MERGER SUB CORPORATION and SYNACOR, INC. Dated as of February 10, 2021Agreement and Plan of Merger • February 11th, 2021 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 10, 2021 (this “Agreement”), is made by and among CLP SY Holding, LLC, a Delaware limited liability company (“Parent”), SY Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Synacor, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SYNACOR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2007 by and between Synacor, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control • December 23rd, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS AGREEMENT is entered into and effective as of the IPO Date, by and between Ron Frankel (the “Executive”) and SYNACOR, INC., a Delaware corporation (the “Company”). All terms will be as defined in this Agreement.
SUPPORT AGREEMENTSupport Agreement • February 11th, 2020 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February ____, 2020 by and between Qumu Corporation, a Minnesota corporation (“Qumu”), and the undersigned stockholder (“Shareholder”) of Synacor, Inc., a Delaware corporation (“Synacor”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).
COMMON STOCK REPURCHASE AGREEMENTCommon Stock Repurchase Agreement • January 30th, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of [date] by and between Synacor, Inc., a Delaware corporation (the “Company”), and [name] (the “Stockholder”).
LOAN AND SECURITY AGREEMENTAgreement and Plan of Merger and Reorganization • June 1st, 2020 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2020 by and among Synacor, Inc., a Delaware corporation (“Synacor”), Quantum Merger Sub I, Inc., a Minnesota corporation and a direct, wholly owned subsidiary of Synacor (“Merger Sub”), and Qumu Corporation, a Minnesota corporation (“Qumu”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 22nd, 2017 • Synacor, Inc. • Services-computer programming, data processing, etc. • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this 19th day of February, 2016 by and among TECHNORATI, INC., a Delaware corporation (“Seller”), SYNACOR, INC., a Delaware corporation (“Buyer”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Seller and the Seller’s securityholders (the “Seller Representative”). Seller, Seller Representative and Buyer may sometimes herein be referred to collectively as the “Parties” and individually as a “Party.” All capitalized terms that are used but not otherwise defined in this Agreement will have the respective meanings ascribed to them in Annex A.
CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • November 15th, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc.
Whereas Qwest Corporation (“Client”) and Synacor, Inc. (“Synacor”) entered into that certain Master Services Agreement (the “Original Agreement”) dated effective July 1, 2010 (the “Original Effective Date”) whereby Synacor provided, among other things, email and web portal services to Client’s residential customers; and
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • June 30th, 2020 • Synacor, Inc. • Services-computer programming, data processing, etc.
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 29, 2020, is by and among Synacor, Inc., a Delaware corporation (“Synacor”), Qumu Corporation., a Minnesota corporation (“Qumu”), and Quantum Merger Sub I, Inc., a Minnesota corporation.
SYNACOR AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Service Agreement • February 1st, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc.
SYNACOR MASTER SERVICES AGREEMENTMaster Services Agreement • March 26th, 2013 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
This Master Services Agreement (this “Master Agreement”) is entered into and made effective as of July 25, 2011 (the “Effective Date”) by and between Synacor, Inc., a Delaware corporation having a place of business located at 40 La Riviere Drive, Suite 300, Buffalo, New York 14202 (“Synacor”) and Verizon Corporate Services Group Inc., a New York corporation with its principal place of business at One Verizon Way, Basking Ridge, New Jersey 07920, acting on behalf of itself and its Affiliates, including Verizon Online LLC (“Client” or “Verizon”).
SYNACOR MASTER SERVICES AGREEMENTMaster Services Agreement • December 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.
Synacor will participate in the development of all user interface implementations for the initial launch. The interior layout of the portal pages and each hosted premium service page is maintained by Synacor, and may change as we add more features into the product.
SECOND AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • May 15th, 2017 • Synacor, Inc. • Services-computer programming, data processing, etc.
Whereas Qwest Corporation (“Client”) and Synacor, Inc. (“Synacor”) entered into that certain Amended and Restated Master Services Agreement (the “ARMSA”) dated effective April 1, 2012 (the “ARMSA Effective Date”) whereby Synacor provided Services for use by Client’s customers; and
JOINDER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2016 • Synacor, Inc. • Services-computer programming, data processing, etc.
This JOINDER TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 13th day of April, 2015, by and among (a) SILICON VALLEY BANK (“Bank”), and (b)(i) SYNACOR, INC., a Delaware corporation (“Existing Borrower”), and (ii) NTV INTERNET HOLDINGS, LLC, a Delaware limited liability company (“New Borrower”; and together with Existing Borrower, jointly and severally, individually and collectively, “Borrower”).
SYNACOR, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
SYNACOR, INC. AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 26th, 2014 • Synacor, Inc. • Services-computer programming, data processing, etc.
This is an agreement (the “Agreement”) between Synacor, Inc. (the “Company”) and George Chamoun (the “Executive”), dated as of September 10, 2013. Except as otherwise defined herein, capitalized terms used in this Agreement have the same definition as in the Change of Control Severance Agreement between the Executive and the Company (the “Severance Agreement”).
AMENDMENT NO. 1 TO SYNACOR MUSICNET CONTENT NO. 1 ATTACHMENTSynacor, Inc. • December 11th, 2007 • Services-computer programming, data processing, etc.
This Amendment No. 1 to Synacor MusicNet Content Attachment No. 1 (this “Amendment No. 1”), dated as of the 1st day of June, 2005, is by and between SYNACOR, INC. (“Synacor”) and ACC OPERATIONS, INC. (“Client”) and amends the Content Attachment No. 1, dated November 21, 2004, to Content Distribution Addendum to Synacor Master Services Agreement, by and between Synacor and Client (“Content Attachment No. 1”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in Content Attachment No. 1 or the Master Services Agreement dated July 13, 2004 by and between Synacor and Client (the “Agreement”), as applicable.
SUBLEASESublease • November 18th, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc.
THIS SUBLEASE (this “Sublease”) is made and entered as of this 3rd day of March 2006 by and between LUDLOW TECHNICAL PRODUCTS CORPORATION, a New York corporation formerly known as Graphic Controls Corporation (“Sublandlord”), with an address at c/o Tyco Healthcare Group LP 15 Hampshire Street, Mansfield, MA 02048, and SYNACOR, INC., a Delaware corporation (“Subtenant”), with an address at 40 La Riviere Drive, Buffalo, New York 14202.
FIRST AMENDMENT TO SUBLEASESublease • November 18th, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of September 25, 2006, by and between LUDLOW TECHNICAL PRODUCTS CORPORATION, a New York corporation (“Sublandlord”), with an address at c/o Tyco Healthcare Group LP, 15 Hampshire Street, Mansfield, MA 02048, and SYNACOR, INC., a Delaware corporation (“Subtenant”), with an address at 40 La Riviere Drive, Buffalo, New York 14202.
MASTER SERVICES AGREEMENT BETWEEN EMBARQ MANAGEMENT COMPANY AND SYNACOR, INC.Master Services Agreement • December 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This Master Services Agreement No. MSAX063015TPS (as may be amended from time to time, the “Agreement”) dated as of November ___, 2006 (“Effective Date”) is between Embarq Management Company, a Delaware corporation (“Embarq”), and Synacor, Inc., a Delaware corporation (“Supplier”).
AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • December 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.
This Amendment including Attachment A hereto (collectively, the “Amendment”) dated as of the 16th day of August, 2006 (the “Amendment Effective Date”) is by and among SYNACOR, INC. (“Synacor”), Charter Communications Operating, LLC (“Client”) and Charter Communications Holding Company, LLC under which the parties hereto mutually agree to modify and amend as follows the Synacor Master Services Agreement, and exhibits thereto, effective as of September 30, 2004 and as amended (collectively, the “Agreement”). All terms defined herein shall be applicable solely to this Amendment. Any defined terms used herein, which are defined in the Agreement, shall have the meanings ascribed to them in the Agreement solely when interpreting the Agreement. Inconsistent terms shall have the meaning ascribed herein.
MASTER SERVICES AGREEMENT BETWEEN EMBARQ MANAGEMENT COMPANY AND SYNACOR, INC.Master Services Agreement • February 1st, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware
This Master Services Agreement No. MSAX063015TPS (as may be amended from time to time, the “Agreement”) dated as of November __, 2006 (“Effective Date”) is between Embarq Management Company, a Delaware corporation (“Embarg”), and Synacor, Inc., a Delaware corporation (“Supplier”).
SEVERANCE AGREEMENTChange of Control • March 26th, 2014 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS AGREEMENT is entered into and effective as of the IPO Date, by and between William Stuart (the “Executive”) and SYNACOR, INC., a Delaware corporation (the “Company”). All terms will be as defined in this Agreement.
THIRD AMENDMENT TO SUBLEASESublease • March 22nd, 2016 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS THIRD AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of June 30, 2010, by and between LUDLOW TECHNICAL PRODUCTS CORPORATION, a New York corporation (“Sublandlord”) and SYNACOR, INC., a Delaware corporation (“Subtenant”).
AMENDMENT #3 TO AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • January 13th, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc.
This Amendment (“Amendment”), effective December 9, 2011 (“Amendment Effective Date”) is by and between Synacor, Inc. (“Synacor”) and Charter Communications Operating, LLC (“Client”) under which the parties hereto mutually agree to modify and amend the Synacor Amended and Restated Master Services Agreement, dated April 1, 2010 (including the exhibits, schedules and amendments thereto, the “Agreement”). Any capitalized terms used herein, which are defined in the Agreement and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT #6 TO AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • November 17th, 2015 • Synacor, Inc. • Services-computer programming, data processing, etc.
This Amendment (“Amendment”) effective as of April 1, 2015 (“Amendment #6 Effective Date”) is between Synacor, Inc. (“Synacor”) and Charter Communications Operating, LLC (“Client”) under which the parties hereto mutually agree to modify and amend the Synacor Amended and Restated Master Services Agreement, dated April 1, 2010 (including the exhibits, schedules and amendments thereto, the “Agreement”). Any capitalized terms used herein, which are defined in the Agreement and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT TO CONTRACT ORDERConfidential Treatment • January 17th, 2012 • Synacor, Inc. • Services-computer programming, data processing, etc. • Minnesota
This Amendment (“Amendment”) dated as of the 19 day of December, 2007 (the “Amendment Effective Date”) is by and between SYNACOR, INC. (“Synacor”) and Embarq Management Company (“Embarq”) under which the parties hereto mutually agree to modify and amend as follows the Contract Order No. COXX063016TPS dated December 4, 2006 (including the exhibits, schedules and amendments thereto, the “Contract Order”), which was entered into pursuant to the Master Services Agreement between the parties, dated December 4, 2006 (including the exhibits, schedules and amendments thereto, the “Agreement”). All terms defined herein shall be applicable solely to this Amendment. Any defined terms used herein, which are defined in the Agreement and not otherwise defined herein, shall have the meanings ascribed to them in the Contract Order or Agreement as the case may be.
September 9, 2013 Steven M. Davi Leominster, MA 01453 Dear Steven:Synacor, Inc. • March 3rd, 2021 • Services-computer programming, data processing, etc.
As you are aware, the terms of your employment with Synacor, Inc. (the “Company”) are the subject of a letter agreement between you and the Company dated October 25, 2012 (your “Letter Agreement”). The Company desires to amend the terms of your Letter Agreement as follows, with your consent, effective as of the date of this letter:
AMENDMENT # 1 TO SECOND AMENDED AND MASTER SERVICES AGREEMENTAnd Master Services Agreement • August 9th, 2018 • Synacor, Inc. • Services-computer programming, data processing, etc.
This Amendment #1 (“Amendment”) effective March 1, 2018 (“Amendment #1 Effective Date”) is between Synacor, Inc. (“Synacor”) and Qwest Corporation, on behalf of itself and as agent for its Affiliates (“Client”) under which the parties hereto mutually agree to modify and amend the Second Amended and Restated Master Services Agreement, effective as of June 1, 2017 (including the exhibits, schedules and amendments thereto, the “Agreement”). All terms defined herein shall be applicable solely to this Amendment #1. Any capitalized terms used herein, which are defined in the Agreement and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
SYNACOR, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT OCTOBER 19, 2006Investors’ Rights Agreement • November 18th, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 19th day of October, 2006, by and among Synacor, Inc., a Delaware corporation (the “Company”), the holders of Series C Preferred Stock of the Company (the “Series C Preferred Stock”) listed on the Schedule of Series C Investors attached as Schedule A hereto (the “Series C Investors”), the holders of Series B Preferred Stock of the Company (the “Series B Preferred Stock”) listed on the Schedule of Series B Investors attached as Schedule B hereto (the “Series B Investors”), the holders of Series A-1 Preferred Stock of the Company (the “Series A-1 Preferred Stock”) listed on the Schedule of Series A-1 Investors attached as Schedule C hereto (the “Series A-1 Investors”), the holders of Series A Preferred Stock of the Company (the “Series A Preferred Stock” and, together with the Series C Preferred Stock, the Series B Preferred Stock and the Series A-1 Preferred Stock, the “Preferred Stock”) list
AMENDMENT NUMBER NINE TO GOOGLE SERVICES AGREEMENTGoogle Services Agreement • August 14th, 2017 • Synacor, Inc. • Services-computer programming, data processing, etc.
This Amendment Number Nine to Google Services Agreement (“Amendment”), effective as of April 1, 2017 (“Amendment Nine Effective Date”), is between Google Inc. (“Google”) and Synacor, Inc. (“Company”) and amends the Google Services Agreement that has an effective date of 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:
September 25, 2007 Eric Blachno Dear Eric:Synacor, Inc. • November 20th, 2007 • Services-computer programming, data processing, etc.
You and Synacor, Inc. (the “Company”) signed an offer letter dated as of April 6, 2007 (the “Offer Letter”), which was amended on April 22, 2007 (the “First Amendment”). This letter supersedes and replaces Section 7 of the Offer Letter, as amended by the First Amendment, in its entirety. The remaining terms of the Offer Letter, as amended by the First Amendment, remain in full force and effect.
