THIS THIRD
AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (this
“Amendment”) made as of December 29, 2005, between
GIGABEAM CORPORATION , a
Delaware corporation (the “Company”), having its
principal executive office at 470 Springpark Place, Suite 900,
Herndon, VA 20170 and THINKOM SOLUTIONS, INC., a
California corporation (“ThinKom”), having its
principal executive offices at 3825 Del Amo Blvd, Suite 200,
Torrance, CA 90503.
W I T N E S S E T H
WHEREAS, the
Company and ThinKom entered into a certain Strategic Alliance
Agreement dated January 5, 2004 (the “Agreement”), as
amended, whereby the Company would design, manufacture and market a
commercial point-to-point terrestrial wireless communications
system utilizing a frequency range of 71 GigaHertz
(“GHz”) through 76 GHz and 81 GHz through 86 GHz which
incorporates ThinKom’s antenna component
technologies;
WHEREAS, the
Company and ThinKom desire to further amend certain of the terms
and provisions of the Agreement,
NOW, THEREFORE,
in consideration of the mutual covenants made herein and other good
and valuable consideration, receipt of which is hereby
acknowledged, the Company and ThinKom hereby agree as
follows:
SECTION 1.
Amendments to the Agreement. Effective as of the date
hereof:
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Exhibit D to
the Agreement, as amended, shall be deleted in its entirety and
replaced with the Further Amended Exhibit D (the “Further
Amended Exhibit D”), attached hereto as Appendix
A.
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Change last two
lines of Section 13 of the Agreement to read “last calendar
quarter of year 2007” rather than “last calendar
quarter of year 2006”. This will delay the ThinKom pay back
of working capital advanced by Gigabeam to ThinKom, consistent with
the delay of Minimum Purchases by Gigabeam from ThinKom as shown in
Appendix A att
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