Exhibit 10.21
Contract ID: [*****]
Certain identified information has been excluded from this exhibit because (i) it is both not material and would be competitively harmful if disclosed and (ii) it is personal information that may be redacted in accordance with Item 601(a)(6) of Regulation S-K. Information that was omitted has been noted in this document with a placeholder identified by the mark “[*****]”.
Revenue Share Agreement
This Revenue Share Agreement (the “Agreement”) is entered into by:
each a “party” and together the “parties”.
INTRODUCTION
The parties agree as follows.
In this Agreement, the following definitions apply unless expressly stated otherwise.
Contract ID: [*****]
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.
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Contract ID: [*****]
Signed by the parties’ authorized representatives on the dates below.
Google LLC | Marin Software Incorporated |
By: /s/ Philipp Schindler | By: /s/ Mike Coleman |
Name: Philipp Schindler | Name: Mike Coleman |
Title: Authorized Signatory | Title: General Counsel |
Date: September 17, 2021 | Date: September 17, 2021 |
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Contract ID: [*****]
Exhibit A – Revenue Share Payments
Table 1 - Revenue Share Payments applicable from the Effective Date
Contract Year |
Calendar Quarter |
Dates |
Eligible Search Revenue Baseline ($1.1B per Contract Year)* | Baseline Revenue Share Payment (per Calendar Quarter) | Incremental Revenue Share above Baseline (applied per Contract Year) |
Eligible Search Revenue Cap** (per Contract Year) |
1 | 1 | 1 October 2021 – 31 December 2021 | $[*****] | [*****]% |
[*****]% |
$[*****] |
2 | 1 January 2022 – 31 March 2022 | $[*****] | [*****]% | |||
3 | 1 April 2022 – 30 June 2022 | $[*****] | [*****]% | |||
4 | 1 July 2022 – 30 September 2022 | $[*****] | [*****]% | |||
2 | 5 | 1 October 2022 – 31 December 2022 | $[*****] | [*****]% |
[*****]% |
$[*****] |
6 | 1 January 2023 – 31 March 2023 | $[*****] | [*****]% | |||
7 | 1 April 2023 – 30 June 2023 | $[*****] | [*****]% | |||
8 | 1 July 2023 – 30 September 2023 | $[*****] | [*****]% | |||
3 | 9 | 1 October 2023 – 31 December 2023 | $[*****] | [*****]% |
[*****]% |
$[*****] |
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Contract ID: [*****]
10 | 1 January 2024 – 31 March 2024 | $[*****] | [*****]% | |||
11 | 1 April 2024 – 30 June 2024 | $[*****] | [*****]% | |||
12 | 1 July 2024– 30 September 2024 | $[*****] | [*****]% |
*NB: The Eligible Search Revenue Baseline for each Contract Year is $[*****] (i.e. $[*****] x 4)
**NB: The Eligible Search Revenue Cap for each Contract Year is $[*****].
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Contract ID: [*****]
From the Effective Date
e.g., Contract Year 1
If:
Total Baseline Revenue Share Payments paid to Company = $[*****]
Total Eligible Google Search Revenue for Contract Year 1: $[*****]
Total Eligible Non-Google Search Revenue for Contract Year 1: $[*****]
Total Actual spend for Contract Year 1: $[*****], which is $[*****] above the Eligible Revenue Baseline (($[*****] + $[*****]) – $[*****]).
True-Up:
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Contract ID: [*****]
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Contract ID: [*****]
Exhibit B
Program Managers
Google:
Name: [*****]
Email: [*****]Telephone: [*****]
Company:
Name: [*****]
Email: [*****]
Telephone: [*****]
Google and Company may update the contact details for the Program Managers from time to time by giving notice to the other party (email sufficient).
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