The following is to replace the Support pricing in Schedule 3.1 and supersedes the Support pricing set forth in Amendment #2 (Section 2) to the Agreement, dated January 19, 2007 and Amendment#3 set forth in 2009.

Alcatel agrees to purchase Support from Supplier at a price equal to the following percentages multiplied by the actual purchase price from Supplier for all Products sold by Alcatel in three geographies:

North America

EMEA

Rest of the World

For purposes of this Amendment, Products shall not include indoor access points that carry a limited lifetime warranty from Supplier nor their associated antennae and mounting hardware.

Included in the above fee schedule are licenses for Airwave wireless management software (OV 3600 on Aruba price list).

For clarity, the Support period begins on the point of sale date (i.e., the date inventory is removed from Alcatel’s stock and sold to its customer).

At the beginning of each calendar quarter Supplier will invoice Alcatel for the renewals expected in the upcoming calendar quarter, as calculated per this Amendment, and the annual Support fees due based on the Products sold in the prior quarter. All payments hereunder shall be made in accordance with the payment terms specified in the Agreement.

Alcatel agrees to pay for Support for a minimum of [***] ([***]) years from the date of initial sale of the Products. If the end user elects not to renew Support after the third year for the Product, Supplier will not charge Alcatel for Support on that Product. If the end user subsequently elects to reinstate Support, Alcatel agrees to pay in arrears the Support rates noted herein for the period of time that has lapsed. The Products must be in good working condition before Supplier will agree to reinstate Support. Alcatel will provide Supplier with sufficient information to allow Supplier to bill for Support. Information provided will be sufficiently detailed to enable Supplier to accurately allocate revenue credit to its individual sales people.

Supplier will have the right to audit Alcatel’s records once annually to confirm that Support revenues have been calculated in accordance with the terms of this Amendment.

The pricing and terms set forth herein are to be applied to all transactions beginning January 1, 2011 including for clarity those transactions which were executed prior to this date. Notwithstanding, Alcatel will advise Supplier and payment will be due to Supplier in all cases where an end user receives Support for the Product regardless of when Support first commenced.

 

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