Exhibit 10.5
AMENDMENT #1 TO THE MASTER SALES
AGREEMENT
BETWEEN VONAGE NETWORK INC. AND
TELECOMMUNICATIONS SYSTEMS, INC.
WHEREAS, Vonage Network Inc. (“Vonage”) and
Telecommunications Systems, Inc. (“TCS”) are parties to
the Master Sales Agreement dated June 8, 2005 including all
exhibits, amendments and statements of work thereto (together, the
“Agreement”); and
WHEREAS, the Parties wish to modify and amend the
Agreement effective as of June 1, 2006 solely to the extent set
forth under this Amendment #1 to the Agreement (“Amendment
#1”); and
WHEREAS, the Parties acknowledge and agree that all
capitalized terms used but not specifically defined herein shall
have the same meaning as under the Agreement; and
NOW THEREFORE,
for good and valuable consideration,
the receipt and sufficiency of which is acknowledged, the Parties
agree that Exhibit B to the Agreement shall be amended as
follows:
1.
The section
identified as “Monthly Recurring Fee” under the header
“Billing” within Exhibit B to the Agreement is hereby
stricken in its entirety and replaced with the
following:
Monthly Recurring Fee:
A.
The Parties have
determined that actual call volumes vary month-to-month within a
narrower range than originally anticipated by Vonage and TCS. To
accommodate this, the Monthly Recurring Fee is hereby revised and
restated to create average daily call volume buckets in 25 call
increments, in lieu of the 100 daily call increments per the
original pricing schedule under Exhibit B.
B.
Thus, as of June
1, 2006, TCS shall calculate the Monthly Recurring Fees under the
Agreement based on Vonage’s actual volumes from the previous
month, applying the “Mid”-column in the following table
( also provided in paragraph C, below, is a narrative example of
“Mid”-column pricing, and an actual recalculation of
Vonage’s June 2006 invoice using the “Mid”-column
pricing method ):
*
* Pages
where confidential treatment has been requested are stamped,
“Confidential treatment has been requested. The
redacted
material has been separately filed with the
Commission.” All redacted material has been marked by
an asterisk (*).
Cells represent previous pricing
under Exhibit B for up to “Hi” number of average daily
calls. Cells represent Vonage’s new pricing schedule
restated with smaller volume buckets.
C.
*
2.
As an
administrative conc
