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FIRST AMENDMENT TO SEARCH AND ADVERTISING SERVICES AND SALES

AGREEMENT

This First Amendment to Search and Advertising Services and Sales Agreement (this "First Amendment") is entered into as of July 14, 2010 ("First Amendment Effective Date") by and between Yahoo! Inc., a Delaware corporation ("Yahoo!") and Microsoft Corporation, a Washington corporation ("Microsoft").

WHEREAS, Yahoo! and Microsoft are parties to that certain Search and Advertising Services and Sales Agreement, entered into as of December 4, 2009 (the "Agreement"); and

WHEREAS, the parties wish to amend the Agreement as more fully described herein to provide Microsoft with a limited number of additional permitted uses of Covered Data,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions. Capitalized terms used but not defined herein have the same meanings given in the Agreement.

2. Use of Covered Data. The following shall be inserted immediately after the fourth sentence of Section 13.2.2 of the Agreement (Disclosure of Personal End User Information):

"In addition, and subject to the restrictions of this Section 13 (including, e.g., the prohibition on Microsoft's use of Yahoo! Search Data in connection with display advertising services contained in Section 13.1.1), Microsoft may use Covered Data in connection with Paid Search Services, Contextual Advertising Services and Mobile Paid Search Services implemented in the United States and Canada for the limited purposes stated in Exhibit K (and then only in the manner described therein)."

3. Exhibit K. Exhibit K, attached hereto, is hereby added to the Agreement.

4. Miscellaneous. This First Amendment will be governed and construed, to the extent applicable, in accordance with the laws of the State of New York, without regard to its conflict of law principles. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This First Amendment may be amended or modified only by a written agreement that (a) refers to this First Amendment; and (b) is executed by an authorized representative of each party. This First Amendment shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. Except as expressly set forth herein, the Agreement remains in full force and effect and this First Amendment shall not be construed to alter, amend or change any of the other terms or conditions set forth in the Agreement. To the extent of any conflict between this First Amendment and any provisions of the Agreement, this First Amendment shall control with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this First Amendment as of the First Amendment Effective Date.

YAHOO! INC. MICROSOFT CORPORATION

By: /s/ Mike Gupta By: /s/ Greg Nelson

Name: Mike Gupta Name: Greg Nelson

Title: SVP Finance Title: General Manager Search Alliance

1. The text under analysis belongs to the style of official documents. It touches upon \ concerns \ deals with \ is devoted to business sphere. Hence, the type of the text is business.

2. Its genre is an amendment to the agreement aiming at altering conditions of the current agreement of cooperation between two parties.

3. The theme \ subject \ topic of the text can be defined \ stated as providing Microsoft Corporation with a limited number of additional permitted uses of Yahoo! Search Data.

4. The compositional form \ pattern \ design of the document is determined by the genre of the text which is modified by the written form of the utterance.

• The document is designed / structured / composed according to the strict model, which is informative. It consists of three parts: the preamble, the main text body and the finalizing part. The preamble opens the document stating the parties and the date of the valid Search and Advertising Services and Sales Agreement and the date when the current amendment is to enter into. The main text body consists of four points (1. Definitions; 2. Use of Covered Data; 3. Exhibit K.; 4. Miscellaneous) confirming the validity of the conditions of the current agreement and the issue (Section 13.1.1.) the parties want to alter. The finalizing part comprises the names and titles of the authorized people who have executed the amendment to the agreement.

• Among stereotypical features of the document we can mention a) its strict model consisting of a standard text (the main text body) and changeable elements or slots (the finalizing part) which are filled with slot-fillers (the names of the parties, its authorized representatives and their titles); b) the general principle of dependence of all the statements on the main part of the utterance: ## 2, 3, 4, 5 are shaped as separate clauses of one sentence depending on the main clause (#4); c) logic coherence of information secured by numbering the paragraphs (1. Definitions; 2. Use of Covered Data; 3. Exhibit K.; 4. Miscellaneous) and lettering important issues: #9 - (a) refers to this First Amendment; and (b) is executed by an authorized representative of each party; d) graphical means of emphasizing the most important information: capitalization of the initial words of the sentences in the preamble (## 2, 3 – WHEREAS; #4 NOW, THEREFORE), and in the finalizing part (IN WITNESS WHEREOF); underlining the notional parts of the document (# 1 - this "First Amendment", "First Amendment Effective Date", "Yahoo!", "Microsoft"; # 2 – “Agreement”; ## 5, 6, 8, 9 – the subheads of the document); e) authenticity of the document secured by the signatures (or \ and seals) of the authorized representatives of the parties.

• Paragraph structure is governed by the conventional form of the document. The paragraphs are clear, precise, logically coherent and properly spaced. The length of the paragraphs varies from 1 clause (either main or dependent) to 6 sentences. Paragraphs ## 2, 3, 4, 5 and ## 6, 7 are not independent, shaped as a number of parallel clauses, which can be proved by punctuation – they are separated from each other either by a comma or a colon. It testifies to the semantic unity of the paragraphs. The main idea is embodied in the topic sentence, which is the theme (# 7 - The following shall be inserted immediately after the fourth sentence of Section 13.2.2 of the Agreement (Disclosure of Personal End User Information); # 9 - This First Amendment will be governed and construed, to the extent applicable, in accordance with the laws of the State of New York, without regard to its conflict of law principles). The rest of the sentences in the paragraph are the rheme.

5.1. Lexical peculiarities of the text are determined \ governed by the communicative aim of the style of official documents, which is to reach agreement between two contracting parties. For precise expression of ideas, which allow no misunderstanding, the words are used in their direct logical meaning, emotiveness and personality are entirely excluded. Apart from neutral words, such as wish, described, number, additional, use, promises, agree, meanings, sentence, conflict, control, date, bookish words are used, which secure dry as-a-matter-of-fact atmosphere: to amend, to provide, mutual, inserted, prohibition, implemented, governed, construed, applicable, regard, principle, executed, counterparts, deemed, constitute, modified, etc. Conventionality of expression of ideas is achieved by the lexical stereotypical features: a) borrowings: data, exhibit, miscellaneous, multiple, authorized, successors, etc.; b) archaisms: whereas, herein, therein, hereto, hereby, hereof; c) set expressions, which are viewed as clichés: to be entered into as of, by and between, in consideration of, in addition, and subject to, in connection with, in the manner, in accordance with, without regard to, to be deemed an original, a written agreement, set forth, in full force and effect, with respect to, in witness whereof; d) contractions: # 1 – Yahoo! Inc., #7 – e.g.; and abbreviations: #7 – Exhibit K, # 11 – SVP Finance; e) conventional symbols: numbers. Precision of the information is obtained by a) terminology and words of special nomenclature: amendment, sales, agreement, covered data, parties, Paid Search Services, Contextual Advertising Services, Mobile Paid Search Services, provisions, etc.; b) key words and special lexis: the first amendment, agreement, additional permitted uses, limited purposes.

5.2. Logic of the document is secured by its syntax, which is characterized by complex structures with numerous clauses and non-finite forms of the verbs.

• The most frequently used verbals are: a) participle II in the function of a pre- or postpositional attribute: #4 - NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows; #5 - Capitalized terms used but not defined herein have the same meanings given in the Agreement; #7 - Microsoft may use Covered Data in connection with Paid Search Services, Contextual Advertising Services and Mobile Paid Search Services implemented in the United States and Canada for the limited purposes stated in Exhibit K (and then only in the manner described therein), etc. b) infinitive in the function of an object and adverbial modifier of purpose: #3 - WHEREAS, the parties wish to amend the Agreement as more fully described herein to provide Microsoft with a limited number of additional permitted uses of Covered Data; #9 - <…> the Agreement remains in full force and effect and this First Amendment shall not be construed to alter, amend or change <…>.

• The stereotypical feature of syntax in documents is to combine several pronouncements into one sentence. Thus, the sentences or even the paragraphs (##2, 3, 4) are connected by means of coordination, which stresses semantic equality of the items: #9 - This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument; Except as expressly set forth herein, the Agreement remains in full force and effect and this First Amendment shall not be construed to alter, amend or change any of the other terms or conditions set forth in the Agreement; or subordination maintaining the general principle of dependence of several pronouncements on the main clause: ##2, 3, 4, where the main clause is in #4; ## 6, 7, where the main clause is in # 6.

• Impersonality of the language of the document is achieved by passive constructions: #1 - This First Amendment to Search and Advertising Services and Sales Agreement (this "First Amendment") is entered into as of July 14, 2010 <…>; #6 - The following shall be inserted immediately after the fourth sentence of Section 13.2.2 of the Agreement <…>; #8 - Exhibit K, attached hereto, is hereby added to the Agreement, etc.

• Precision of the contents of the document is secured by the use of secondary members of the sentence performing a specifying function: a) objects: #3 - WHEREAS, the parties wish to amend the Agreement as more fully described herein to provide Microsoft with a limited number of additional permitted uses of Covered Data and object clauses: #5, 7; b) attributes in pre- and postposition: certain Search and Advertising Services; mutual promises contained herein; the same meanings given in the Agreement; multiple counterparts; extended attributive phrases: a limited number of additional permitted uses of Covered Data; Disclosure of Personal End User Information; Contextual Advertising Services and Mobile Paid Search Services implemented in the United States and Canada; attributive clauses: #9 - This First Amendment may be amended or modified only by a written agreement that (a) refers to this First Amendment; and (b) is executed by an authorized representative of each party; c) adverbial modifiers of place: after the fourth sentence; in the United States and Canada; in Exhibit K; of purpose: for the limited purposes, etc.

• Parenthesis are used to secure the only possible interpretation of the contents of the document: #6 - The following shall be inserted immediately after the fourth sentence of Section 13.2.2 of the Agreement (Disclosure of Personal End User Information); #7 - In addition, and subject to the restrictions of this Section 13 (including, e.g., the prohibition on Microsoft's use of Yahoo! Search Data in connection with display advertising services contained in Section 13.1.1) <…>; or for conventionality of expression: #1 - This First Amendment to Search and Advertising Services and Sales Agreement (this "First Amendment") is entered into as of July 14, 2010 ("First Amendment Effective Date") by and between Yahoo! Inc., a Delaware corporation ("Yahoo!") and Microsoft Corporation, a Washington corporation ("Microsoft").

• Coherent and logical structure of sentences and paragraphs is secured by expanded use of long prepositional phrases: #1 - by and between Yahoo! Inc.; #4 - in consideration of the mutual promises; #7 - on Microsoft's use of Yahoo! Search Data in connection with display advertising services contained in Section, etc.

6. Regarding all mentioned above peculiarities of the text under analysis one can state that it conforms to the norms of the style of official documents. Stereotypical lexis and syntactical structures contribute to objectivity and clarity of the text.

7. The vocabulary used in its logical meaning and impersonal syntactic structures testify to the fact that the text is devoid of any emotiveness and subjective modality.

2.1.2. Усна розмовна тема. Бесіда з актуальних проблем життя сучасної України та країн, мова яких вивчається. Студент спочатку усно викладає зміст розмовної теми за планом, що включає ключові проблеми, мікротеми, та дає їхній детальний аналіз. Час монологічного говоріння –4 хвилини. Потім студент демонструє вміння ініціативного діалогічного мовлення, обговорюючи комунікативну проблему, запропоновану членами екзаменаційної комісії. Час непідготовленого діалогічного мовлення – 4 хвилини.