Amendment 2, dated August 4, 2020, to the IP Assignment, Software Support, and Development Services Agreement, dated as of January 7, 2019, by and between us and TeamConnect, LLC

1.

The Parties acknowledge that an assignment of trademark rights for the Assigned Intellectual Property on Exhibit B to the IP Assignment has been filed with the United States Patent and Trademark Office and that such assignment is effective as of October 14, 2019 (“IP Assignment Date”).  The Parties agree that after IP Assignment Date, Assignee shall be responsible for all costs, fees and expenses associated with maintaining the Assigned Intellectual Property, including without limitation, any patent annuities and/or trademark renewals and all associated fees.  To the extent that Assignor has paid any costs, fees or expenses related to the Assigned Intellectual Property after the IP Assignment Date, Assignee shall reimburse Assignor for such fees, costs and expenses upon presentation of receipts showing the amounts that were paid to maintain the Assigned Intellectual Property on behalf of Assignee. 

2.

The Parties agree that the list of assets and equipment that is to be transferred to Assignee pursuant to Section 4.3 of the IP Assignment shall be as set forth on Exhibit A hereto (“Equipment”).  As of the Amendment 2 Effective Date, Assignee shall be responsible for all repairs and maintenance of the Equipment and any and all other costs related thereto.

3.

The IP Assignment shall be amended as follows:

a.

The following sentence shall be added to the end of Section 3.2 of the IP Assignment:

i.

“As of April 1, 2020, Assignee will begin to provide billing and collections services for the pdvConnect Customers for the remainder of the term of this Agreement.”

b.

The following sentence shall be added to the end of Section 4.1 of the IP Assignment:

i.

“Assignee hereby agrees to license the Supported Applications to Assignor and A Beep on the same or similar terms and conditions as the Goosetown Licenses during the term of this Agreement.”

c.

Section 5.3 of the IP Assignment is hereby amended and restated as follows:

i.

“5.3     pdvConnect Customer Services Payments.  In consideration of the pdvConnect Customer Services, Assignee shall receive a percentage of the monthly Billed Revenue.  As of the Effective Date, Assignor shall pay Assignee  [*]  of the monthly Billed Revenue received from pdvConnect Customers until March 31, 2020 ("pdvConnect Payments").  PdvConnect Payments and the reports set forth in Section 5.4 are due within thirty (30) days of the end of the calendar month in which pdvConnect Customers are billed by Assignor.  Once a pdvConnect Customer account is more than sixty (60) days in arrears, no pdvConnect Payment will be due to Assignee unless such pdvConnect Customer subsequently becomes current at which time the pdvConnect Payment obligation will apply to the Billed Revenue during the period of arrears and thereafter.  In the event the pdvConnect Customer defaults on the payments due, Assignor shall have the right to offset the amount due to Assignee to recover the prior pdvConnect Payment to Assignee that was never collected by Assignor.  In the event the pdvConnect Customer inadvertently submits payment to the Assignee, the Assignee shall, within five (5) business days of receipt of such payment, provide notice of such payment and at the end of each calendar month, submit the total payments inadvertently made to Assignee to Assignor.  As of the Amendment 2 Effective Date, Assignor shall transfer all pdvConnect Customers to Assignee and Assignee shall provide billing and collections services for the pdvConnect

Customers for the remainder of the term of this Agreement.  As of the Amendment 2 Effective Date, Assignee, shall pay Assignor  [*]  of the monthly Billed Revenue received from pdvConnect Customers for the remainder of the term of this Agreement ("pdvConnect Customer Share Payments").  PdvConnect Customer Share Payments and the reports set forth in Section 5.4 are due within thirty (30) days of the end of the calendar month in which pdvConnect Customers are billed by Assignee. Once a pdvConnect Customer account is more than sixty (60) days in arrears, no pdvConnect Customer Share Payment will be due to Assignor unless such pdvConnect Customer subsequently becomes current at which time the pdvConnect Customer Share Payment obligation will apply to the Billed Revenue during the period of arrears and thereafter.  In the event the pdvConnect Customer defaults on the payments due, Assignee shall have the right to offset the amount due to Assignor to recover the prior pdvConnect Customer Share Payment to Assignor that was never collected by Assignee.  In the event the pdvConnect Customer inadvertently submits payment to the Assignor, the Assignor shall, within five (5) business days of receipt of such payment, provide notice of such payment to Assignee and at the end of each calendar month, at Assignor’s election either (i) submit the total payments inadvertently made to Assignor by Assignee; (ii) allow Assignee to reduce the amount of the pdvConnect Customer Share Payment by such amount; or (ii) offset such amounts against other amounts owed by Assignor to Assignee hereunder.  Assignor will notify Assignee of its election at least three (3) days prior to the date the Customer Share Payment is due.”

d.

Section 5.7 of the IP Assignment is hereby amended and restated as follows:

i.

“5.7     Wireless Carrier Payments.  In consideration for Assignee providing pdvConnect Customer Services to Wireless Carrier Billed Customers, as of the Effective Date, Assignor shall pay Assignee a percentage share (as set forth below) of the net recurring revenue that Assignor receives directly from the Wireless Carriers (the “Wireless Carrier Revenue”).  Assignor shall, within thirty (30) days of receipt of the billing report from the Wireless Carriers, estimate the monthly Wireless Carrier Revenue for such month, and shall pay to Assignee  [*]  of the estimated monthly Wireless Carrier Revenue (the “WC Payment”).  When the Wireless Carrier Revenue is received from the Wireless Carriers, Assignor shall, within thirty (30) days of receipt, apply any adjustment from the estimated amount paid to the actual Wireless Carrier Revenue received.  In the event of a negative adjustment, Assignor will true-up the WC Payment to the correct amount of  [*]  of the actual received monthly Wireless Carrier Revenue.  In the event of a positive adjustment, Assignor will submit an invoice to Assignee for reimbursement of the overpayment amount.  The WC Payments and subsequent adjustments will continue in effect for as long as Assignor maintains contracts with the Wireless Carriers.  If Assignee converts a Wireless Carrier Billed Customer to a pdvConnect Customer, such customer shall no longer be subject to the WC Payment.  In the event that Assignor’s contracts with the Wireless Carriers terminate or expire and Assignee enters into a similar arrangement with one or both of the Wireless Carriers, Assignee shall pay Assignor  [*]  of the Wireless Carrier Revenue for the remainder of the term of this Agreement (the “WC Share Payment”).  Assignee shall, within thirty (30) days of receipt of the billing report from the Wireless Carriers, estimate the monthly Wireless Carrier Revenue for such month, and shall pay to Assignor  [*]  of the estimated monthly Wireless Carrier Revenue.  When the Wireless Carrier Revenue is received from the Wireless Carriers, Assignee shall, within thirty (30) days of receipt, apply any adjustment from the estimated amount paid to Assignor to the actual Wireless Carrier Revenue received by Assignee.  In the event of a negative adjustment, Assignee will true-up the WC Share Payment to the correct amount of  [*]  of the actual received monthly Wireless Carrier Revenue.  In the event of a positive adjustment, Assignor will submit an invoice to Assignee for reimbursement of the overpayment amount.”

4.

This Amendment 2 supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Amendment and all past dealing or industry custom.  This Amendment shall be integrated in and form part of the MoU and IP Assignment upon execution.  All terms and conditions of the MoU and IP Assignment shall remain unchanged except as modified in this Amendment; and the terms of the MoU and IP Assignment, as modified by this Amendment, are hereby ratified and confirmed.  Where the terms of the MoU and IP Assignment conflict with those of this Amendment, however, the terms of this Amendment shall control.