THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***] AMENDMENT #1 TO PRODUCT DEVELOPMENT AND MANUFACTURING AGREEMENT XIPLINK XA/XE AIRLINK SYSTEMS
Exhibit 10.1.44
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]
AMENDMENT #1 TO PRODUCT DEVELOPMENT AND MANUFACTURING AGREEMENT
XIPLINK XA/XE AIRLINK SYSTEMS
This Amendment No. 1 (this “Amendment”) to Product and Manufacturing Agreement dated October 3, 2011 between Gogo LLC (“Gogo”) and XipLink, Inc. (“XipLink”) (“Agreement”) allows Gogo to purchase the XA-30K software on an IBM blade server platform; XS-SL/B (Server license for large system—BSD operating system)
Performance Targets (per Blade)
The XS-SL/B Final Performance Targets (FPT) is:
| • | [***] |
| • | [***] |
| • | Ethernet failure redundancy |
The Initial Delivery Minimal Acceptable Performance (IDT) Target is:
| • | [***] |
Deliverables / Timelines
Following is a complete list of all deliverables and timelines:
| Deliverable | Party | Description | Due Date | |||
| IBM Hardware Specifications | Gogo | Desired 4 interface IBM blade server hardware platform model number. | 11/10/12 | |||
| IDT Software | XipLink | Initial software load that, at a minimum, will perform to IDT target session/tunnel counts. Simplex Interface Solution | 12/31/12 | |||
| FDT Software | XipLink | Final Commercial software upgrade to bring IDT software compliant to FDT session/tunnel count. Simplex Interface Solution. | 1/30/13 | |||
| EAF Software | XipLink | Ethernet Automatic Failover redundancy. 2x wireless + 2x Routed interfaces cross connected to two switches so that should one switch port fail all blades connected to the switch will automatically redirect to the redundant switch. | 3/15/13 | |||
| Documentation | XipLink | Platform specific installation instructions. | 2/28/13 | |||
1
Timeline
Key project dates are outlined below. Dates are estimates and are subject to change until PO is issued by Gogo. The payment here totaling [***] comprise the payment of XS-SL/B IBM Blade Server Platform License defined in the Pricing section:
| Description | Start Date | End Date | Duration | |||
| Gogo PO Issued; [***] payment processed (net 45) | 10/31/12 | 10/31/12 | 1 day | |||
| Phase 1: IDT Software Delivery to Gogo | 12/31/12 | 12/31/12 | 1 | |||
| Gogo IDT Payment of [***] (net 45) | 1/1/13 | 1/1/13 | 1 | |||
| Phase 2: FDT Software delivery to Gogo | 1/30/13 | 1/30/13 | 1 | |||
| Gogo FDT Acceptance Test & Payment of [***] (net 45) | 2/1/13 | 2/1/13 | 1 | |||
| Phase 3: EAF Software delivery to Gogo | 3/15/13 | 3/15/13 | 1 | |||
| Gogo ESF Acceptance Test & Payment of [***] (net 45) | 4/1/13 | 4/1/13 | 1 | |||
Trade-in Allowance
Gogo may Trade-in one XA-30K for each XS-SL/B purchased and receive a [***] credit for a net XS-SL/B price of [***] each. The trade-in offer is valid until June 2013, and each XA-30K trade-in must be in good working condition.
Pricing ($USD)
| Description | Price | |||
| XS-SL/B IBM Blade Server Platform License:
- [***] Net 45 Days at contract signing
- [***] Net 45 days at IDT delivery & acceptance
- [***] Net 45 at FDT delivery & acceptance | [***] (one-time payment) | |||
| XS-SL/B IBM Blade Server License
- Net 45 |
| [***] (each)
[zero ordered under this Amendment] |
| |
| Annual TAC fee for XE-SL/B IBM Licenses: 12% - [***] per license per additional year coverage when purchased at Time of Initial Blade (XS-SL/B) order. First 12 months included with initial purchase. |
| [***] per Blade Server license per year after the first year |
| |
| XS-SL/B IBM Blade Server Platform ‘EAF’ (Redundancy failover) License: - Net 45 |
| [***] (one-time global license payment) |
| |
| TOTAL COST UNDER THIS AMENDMENT | $ | [***] | ||
2
The terms of the Agreement are amended and modified by the terms and conditions of this Amendment, which shall supersede and prevail over any conflicting terms and conditions, set forth in the Agreement. Except as specifically set forth herein (or as set forth in any other written amendments which may be entered into between the parties), all of the terms and conditions of the Agreement remain unmodified and in full force and effect. No waiver, modification, or addition to this Amendment or the Agreement shall be valid unless in writing and signed by the parties hereto.
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to Product Development and Manufacturing Agreement to be executed as of October 31, 2012.
| GOGO LLC | XIPLINK, INC. | |||||||
| By: | /s/ Anand Chari | By: | /s/ Jack W. Waters | |||||
| Name: | Anand Chari | Name: | Jack W. Waters | |||||
| Title: | CTO | Title: | CEO | |||||
3
