\n 1 September 2002 [*]<\/p>\n 2 October 2002 [*]<\/p>\n
3 November 2002 [*]<\/p>\n
4 December 2002 [*]<\/p>\n
5 January 2003 [*]<\/p>\n
6 February 2003 [*]<\/p>\n
7 March 2003 [*]<\/p>\n
8 April 2003 [*]<\/p>\n
9 May 2003 [*]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
3.2.4 Company will make all payments due to Microsoft per
\n Section 3.2.1 and 3.2.2 in U.S. Dollars, or other currency
\n as mutually agreed by the parties within forty-five (45)
\n days after the end of each calendar month. All payments
\n will be accompanied by a statement showing in reasonable
\n detail the basis for the payment(s). Company and Microsoft
\n will mutually agree on whether Company will make a single
\n payment for all amounts due hereunder or separate payments
\n for individual markets. The parties have agreed to make
\n payments in Euros for payments relating to the German and
\n France Search Sites and in British Pounds for payments
\n relating to the UK Search Site.<\/p>\n
3.2.5 Make-Good Period. If Microsoft fails to deliver [*]
\n Queries rendering to the URL http:\/\/search.msn.com by the
\n end of the Main Period Term, then Microsoft will display
\n Company Search Results on the English-speaking MSN Search
\n Site until all such Queries are delivered (the “Make-Good
\n Period”). For the avoidance of doubt, during the Make-Good
\n Period, Company will not be required to make any
\n additional Guaranteed Payments, but Company will continue
\n to make Revenue Share Payments.<\/p>\n
3.2.6 Cost-Recovery Fee. Company will pay Microsoft [*] for
\n program management, development and testing service to
\n expand Queries or meet other goal(s) as determined by
\n Microsoft in its sole discretion. Microsoft will invoice
\n Company for this cost-recovery fee via one or more
\n invoices, which invoice(s) will be payable by Company to
\n Microsoft thirty (30) days after Company’s receipt of each
\n invoice.<\/p>\n
Page 4 of 6 CONFIDENTIAL Overture – Microsoft Amendment No. 2
\n MSN Search Agreement<\/p>\n
* Certain information on this page has been omitted and filed separately with
\nthe Commission. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n
EXECUTION VERSION<\/p>\n
3.2.7 Up-Front Fees. Company will pay Microsoft prior to [*] the
\n non-refundable up-front fees below for services between
\n September 1, 2002 to June 30, 2003.<\/p>\n
a. MSN Search Site in the U.S. For the MSN Search
\n Sites in the U.S., Company will pay Microsoft a
\n non-refundable fee of [*].<\/p>\n
b. MSN Search Site in Canada. For the MSN Search Site
\n in Canada, Company will pay Microsoft a
\n non-refundable fee of [*].<\/p>\n
c. MSN Search Site in the U.K. For the MSN Search Site
\n in the U.K., Company will pay Microsoft a
\n non-refundable fee of [*].<\/p>\n
d. MSN Search Site in Germany. For the MSN Search Site
\n in Germany, Company will pay Microsoft a
\n non-refundable fee of [*].<\/p>\n
10. Section 3.3 will be amended by adding the following sentence at the end
\n of the paragraph:<\/p>\n
“Beginning with the investor-relations call scheduled for July 2002,
\n Company will provide to Microsoft a written transcript of Company’s
\n investor-relations conference calls within a reasonable period of time
\n after each call not to exceed thirty (30) days.”<\/p>\n
11. Section 7.1 will be modified as follows (amendments in italics):<\/p>\n
7.1 Term. This Agreement commences on the Effective Date and
\n automatically extends into the Main Period Term unless on or
\n before February 15, 2002, one party notifies the other that it
\n does not wish to extend. If such notice is given, this Agreement
\n will expire on February 28, 2002. If no such notice is given, the
\n Main Period Term will commence March 1, 2002 and continue through
\n December 31, 2004. However, if Microsoft has not delivered all of
\n the Minimum Queries by the conclusion of the Main Period Term,
\n Microsoft will continue its display of Company Search Results on
\n the appropriate MSN Search Site during the Make-Good Period in
\n accordance with this Agreement until the under-delivered Queries
\n are provided, and Company will continue to pay Microsoft
\n according to Section 3.2, except as set forth therein.<\/p>\n
12. Section 7.2 will be deleted in its entirety and will be replaced with
\n the following:<\/p>\n
7.2 Microsoft Extension Right. Microsoft may — at its sole
\n discretion and in writing — opt to extend the Main Period Term
\n for two additional two-year periods. The first option to extend
\n (“First Extension”) allows Microsoft to extend the Main Period
\n Term for a period commencing on January 1, 2005 and continuing
\n until December 31, 2006, provided Microsoft notifies Company in
\n writing on or before September 30, 2004 of its intention to enter
\n into the First Extension. The second option to extend (“Second
\n Extension”) allows Microsoft to extend the Main Period Term for a
\n period commencing on January 1, 2007 and continuing until
\n December 31, 2008, provided Microsoft notifies Company in writing
\n on or before September 30, 2006 of its intention to enter into
\n the Second Extension. In order for Microsoft to exercise the
\n Second Extension, Microsoft must have exercised the First
\n Extension. If Microsoft elects to extend the Main Period Term
\n according to this Section 7.2, the percentage of revenue Company
\n pays to Microsoft will be determined by Section 3.2.1 and 3.2.2.<\/p>\n
Page 5 of 6 CONFIDENTIAL Overture – Microsoft Amendment No. 2
\n MSN Search Agreement<\/p>\n
* Certain information on this page has been omitted and filed separately with
\nthe Commission. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n
EXECUTION VERSION<\/p>\n
13. In Exhibit A, Section C, the last two sentences of the third paragraph
\n shall be deleted.<\/p>\n
Defined terms herein have the same meaning as set forth in the Agreement, except
\nas otherwise provided.<\/p>\n
This Amendment No. 2 amends, modifies and supersedes to the extent of any
\ninconsistencies, the provisions of the Agreement. Except as expressly amended by
\nthis Amendment No. 2, the Agreement remains in full force and effect.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the
\nAmendment No. 2 Effective Date set forth above. All signed copies of this
\nAmendment No. 2 are deemed originals. This Amendment No. 2 does not constitute
\nan offer by either party. This Amendment No. 2 is effective upon execution on
\nbehalf of Company and Microsoft by their duly authorized representatives.<\/p>\n
MICROSOFT CORPORATION OVERTURE SERVICES, INC.
\nOne Microsoft Way 74 N. Pasadena Avenue, 3rd Floor
\nRedmond, WA 98052-6399 Pasadena, CA 91103<\/p>\n
By \/s\/ JOHN KRASS \/s\/ TED MEISEL
\n ———————————– ————————————–
\n(Sign) (Sign)
\nJohn Krass Ted Meisel
\n————————————– ————————————–
\nName(Print) Name(Print)
\nPUM CEO
\n————————————– ————————————–
\nTitle Title<\/p>\n
Without limiting Company’s obligations hereunder, Overture Search Services
\n(Ireland) Limited hereby executes this Amendment for purposes of assuming the
\nobligations (subject to the guarantee by Company provided in Section 2.13 of the
\nAgreement) for the UK market as provided in Section 2.13 of the Agreement.<\/p>\n
OVERTURE SEARCH SERVICES (IRELAND) LIMITED<\/p>\n
By \/s\/ JOHANNES LARCHER
\n ———————————–
\n(Sign)
\nJohannes Larcher
\n————————————–
\nName(Print)
\nDirector
\n————————————–
\nTitle<\/p>\n
Page 6 of 6 CONFIDENTIAL Overture – Microsoft Amendment No. 2
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