FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES

Exhibit 10.2

FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL
DISTRIBUTION AGREEMENT

AMENDMENT SUMMARY AND SIGNATURE PAGES

This Fourth Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:

Microsoft Corporation

A corporation organized under the laws of the State of Washington, U.S.A. (“Microsoft”)

AND

Digital River, Inc.

A corporation organized under the laws of the State of Delaware, U.S.A. (“Company”)

Amendment Effective Date:		This Amendment shall become effective as of June 30, 2012.
Purpose and Scope:		Company and Microsoft are parties to a Microsoft Operations Digital Distribution Agreement dated September 1, 2006  (as the same may have been amended, supplemented or otherwise modified from time to time, the “Agreement”), pursuant to which Company has provided E-Commerce Activities to Microsoft in accordance with the terms of the applicable SOWs. Company has agreed, as part of the E-Commerce Activities, to host “Microsoft Store” branded websites (“Store Websites”) and to make Product available for purchase by end-user customers from Microsoft in certain locales through those websites. [*]

This Amendment consists of the following:

· This Amendment Summary and Signature Page

· The Amendment Terms and Conditions

· Exhibit 1:  Attachment 3:  [*]

Microsoft and Company enter into this Amendment by signing below.

MICROSOFT CORPORATION			DIGITAL RIVER, INC.
Signature:	/s/ Xxxx Xxxxx Xxxxx		Signature:	/s/ Xxxxx Xxxxxxx
Print Name:	Xxxx Xxxxx Xxxxx		Print Name:	Xxxxx Xxxxxxx
Title:	Vice President, Microsoft Operations		Title:	General Counsel
Date:	July 3, 2012		Date:	July 3, 2012

*             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

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AMENDMENT TERMS AND CONDITIONS

1. Amendment [*]

2. Amendment [*]

END OF AMENDMENT TERMS AND CONDITIONS

*             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

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EXHIBIT 1

[*]

*             Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

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