Amendment No. 2 to the Cooperation Agreement of December 15, 2005 (the “Agreement”) between
[***]
Portions
redacted in accordance with request for confidential treatment and filed
separately with SEC.
Amendment
No. 2
to
the Cooperation Agreement of December 15, 2005 (the “Agreement”)
between
IXI
Mobile (R&D) Ltd.
17
Hatidhar st.
Ra’anana
00000
Xxxxxx
(herafter
mentioned „IXI“)
and
1&1
Internet AG
Xxxxxxxxxxx
Xxxxxx 00
00000
Xxxxxxxxx
Xxxxxxx
(hereafter
mentioned “1&1”)
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1.
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The
CT-12 device delivered to 1&1 under the Agreement includes a RAM
memory of 16MB instead of 8MB as set forth in the
Agreement.
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2.
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At
the request of 1&1 and further to negotiations between the parties,
IXI will develop a new feature which will
allow:
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a)
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The
IXI handheld CT-12 to perform its purpose without an always-online
connection. The SMS (WAP-push) will be used to trigger a setup of a
connection towards the IXI proxy. This feature will be available in all
future releases of the handheld.
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b)
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A
GPRS connection must be
established:
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i.
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if
the user wants to browse the
internet,
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Amendment
No. 2 to the Cooperation Agreement between IXI Mobile (R&D)
Ltd.
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Page 1 of
2
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and
1&1 Internet XX
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xx.
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if
the user wants to send an Email or
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iii.
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if
the Notify-SMS will trigger an email
download.
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c)
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The
GPRS connection must be released:
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i.
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if
the user closes the browser,
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ii.
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after
the email/s is/are sent, and
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iii.
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after
the email/s is/are downloaded.
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d)
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This
feature, when and if completed as set forth herein, may be downloaded
“Over the Air”, according to the Agreement, to all existing handheld
devices in the “field” in a way that the GPRS “Always-Online” connection
will be exchanged by a GPRS “On Demand”
connection.
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3.
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As
consideration for the development of the new feature, 1&1 will pay IXI
an amount equal to [***], based on the hourly rate of [***] and IXI’s
estimation of the development time of
[***];
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4.
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IXI
will use its best reasonable commercial efforts such that the new feature
will be ready for implementation by the end of July 2006. if IXI does not
finalize the feature by the said date, IXI shall pay a penalty to 1&1
in an amount [***] against invoice.
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Except as
expressly stated otherwise herein, the Cooperation Agreement dated December 15,
2005 shall remain in full force and effect.
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As
agreed by:
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April ___,
2006
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April ___,
2006
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1&1
Internet AG
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IXI
Mobile (R&D) Ltd.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Amendment
No. 2 to the Cooperation Agreement between IXI Mobile (R&D)
Ltd.
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Page
2 of 2
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and
1&1 Internet AG
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