Exhibit 10.1 - Q1FY21


		
			EXHIBIT 10.1
		

		
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			THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
		

		
			AMENDMENT 2 TO IP ASSIGNMENT
		

		
			This Amendment 2 (“Amendment 2”) to the IP Assignment, Software Support, and Development Services Agreement dated as of January 7, 2019, as amended (“IP Assignment”) is made this 6th day of August, 2020 between Anterix Inc. (formerly known as pdvWireless, Inc.) (“Assignor”), and TeamConnect, LLC (“Assignee”) and is made effective as of April 1, 2020 (the “Amendment 2 Effective Date”).  The parties wish to amend the IP Assignment in accordance with the terms and conditions thereof and agree that the IP Assignment is hereby amended as set forth below.  Unless defined in this Amendment, 2 defined terms shall have the meaning set forth in the IP Assignment.
		

		
			NOW, THEREFORE, the Parties, intending to be legally bound, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
		

			
	
			
				 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.  




		

		

		 

 

		
		

		
			IN WITNESS WHEREOF, Assignee and Assignor have caused this Amendment to be executed by their respective, duly authorized officers or representatives, effective as of the Amendment 2 Effective Date.
		

		
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			ANTERIX INC. (formerly PDVWIRELESS, INC.):
		

		
			By:  /s/ Timothy Gray__________       
		

		
			       (Authorized Signature)
		

		
			Name:  Timothy Gray
		

		
			Title:  CFO
		

		
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			TEAMCONNECT, LLC:
		

		
			By:  /s/ Joseph Gottlieb__________
		

		
			       (Authorized Signature)
		

		
			Name:  Joseph Gottlieb
		

		
			Title:  Member
		

		

		

		 

 

		
		

		
			Exhibit A
		

		
			Equipment
		

		
			Summary of Assets Transferred
		

			
					
						﻿

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Location

					
					
						Model

					
					
						Category

					
					
						Serial Number

					
					
						Description

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						TRIPP POWERSTRIP (PN RS-1215-20)

				
	
					
						San Diego

					
					
						DL380 G8

					
					
						Computer Equipment

					
					
						MXQ24205RJ

					
					
						HP server- kvm-01-server host virtual machines

				
	
					
						San Diego

					
					
						DL380 G8

					
					
						Computer Equipment

					
					
						MXQ24205TJ

					
					
						HP server -server for ptsg - ptsg-50-71

				
	
					
						San Diego

					
					
						WC-C2960G-24TC-L

					
					
						Computer Equipment

					
					
						FOC1239W22Y

					
					
						Switch for networking - switch3

				
	
					
						San Diego

					
					
						WC-C2960G-24TC-L

					
					
						Computer Equipment

					
					
						FOC1239Z1WY

					
					
						Switch for networking - switch4

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Router Component - pstn01 - T1 Card

				
	
					
						San Diego

					
					
						USB-3000

					
					
						Computer Equipment

					
					
						 

					
					
						DP Ambe Dongle

				
	
					
						San Diego

					
					
						USB-3000

					
					
						Computer Equipment

					
					
						 

					
					
						DP Ambe Dongle

				
	
					
						San Diego

					
					
						PA 500

					
					
						Computer Equipment

					
					
						009401009446

					
					
						Network Firewall-fw01 & 02

				
	
					
						San Diego

					
					
						PA 500

					
					
						Computer Equipment

					
					
						009401009449

					
					
						 

				
	
					
						San Diego

					
					
						WS-C2960G-24TC-L

					
					
						Computer Equipment

					
					
						FOC1617W4ZG

					
					
						Networking Switches - switch5 & 6

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						FOC1630X51Y

					
					
						 

				
	
					
						San Diego

					
					
						WS-C3560G-24TS-S

					
					
						Computer Equipment

					
					
						FOC1204Z0BV

					
					
						Network switches - switch7 & 8

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						FOC1141Y3J7

					
					
						 

				
	
					
						San Diego

					
					
						HP SB DL320E

					
					
						Computer Equipment

					
					
						MX243600CU

					
					
						Server pdvLab- tca-staging-01

				
	
					
						San Diego

					
					
						HP SB DL320E

					
					
						Computer Equipment

					
					
						MX24420035

					
					
						Server pdvLab- tca-staging-02

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						TVS-871U-RP

					
					
						Computer Equipment

					
					
						Q157I22085

					
					
						Server - QNAP Storage Server

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Enterprise Hard Drive

				
	
					
						San Diego

					
					
						DL380p Gen8

					
					
						Computer Equipment

					
					
						2M24041N2B

					
					
						Server - hyper-v-09

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server component

				
	
					
						San Diego

					
					
						DL20 Gen9

					
					
						Computer Equipment

					
					
						MX2701006E

					
					
						Computer Server - tcag-tex-02

				
	
					
						San Diego

					
					
						DL20 Gen9

					
					
						Computer Equipment

					
					
						MX2618002R

					
					
						Computer Server - tcag-tex-01

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						DP Ambe Dongles

				
	
					
						San Diego

					
					
						DL380P Gen8

					
					
						Computer Equipment

					
					
						2M25200XRP

					
					
						Server - hyper-v-06

				
	
					
						San Diego

					
					
						DL20 Gen9

					
					
						Computer Equipment

					
					
						MX2701004H

					
					
						Server - tcag-stg-01

				
	
					
						San Diego

					
					
						DL20 Gen9

					
					
						Computer Equipment

					
					
						MX2701005K

					
					
						Server - tcag-stg-02

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						 

					
					
						Server Component

				
	
					
						San Diego

					
					
						DL180 Gen9

					
					
						Computer Equipment

					
					
						2M244317H4

					
					
						Server kvm-02

				
	
					
						San Diego

					
					
						Linktrophy Mini2

					
					
						Computer Equipment

					
					
						See Lab listing

					
					
						Latency Testing-latency01

				
	
					
						San Diego

					
					
						 

					
					
						Computer Equipment

					
					
						See Lab listing

					
					
						Latency Testing-latency02

				
	
					
						San Diego

					
					
						 

					
					
						Furniture & Fixtures

					
					
						Dan Foxley Desk

					
					
						Desk

				
	
					
						San Diego

					
					
						 

					
					
						Furniture & Fixtures

					
					
						Inv #34025: 2 Used Workbench (Tan & Dark Brown), Furniture Delivery

					
					
						Used Workbench (Tan & Dark Brown)

				
	
					
						San Diego

					
					
						i7

					
					
						Office Equipment

					
					
						10901

					
					
						Computer workstation for developer - BB005

				
	
					
						San Diego

					
					
						 

					
					
						Office Equipment

					
					
						10878

					
					
						Computer workstation for developer-BB004

				
	
					
						San Diego

					
					
						Mac Mini

					
					
						Office Equipment

					
					
						C0KVN00XGCW

					
					
						Computer - Developer Workstation - MAC003

				
	
					
						San Diego

					
					
						MacBook Pro

					
					
						Office Equipment

					
					
						C2QN500AFTC9

					
					
						Laptop Apple Macbook Pro

				
	
					
						San Diego

					
					
						LG 24 INCH

					
					
						Office Equipment

					
					
						409NDMTJ1403

					
					
						LCD MONITORS FOR Workstation BB005

				
	
					
						San Diego

					
					
						LG 24 INCH

					
					
						Office Equipment

					
					
						409NDXQJ1386

					
					
						LCD MONITORS FOR Workstation BB005

				
	
					
						San Diego

					
					
						 

					
					
						Office Equipment

					
					
						 

					
					
						HP 300GB 12GB SAS 10K 2.5IN SC HDD- Hard drive

				
	
					
						San Diego

					
					
						DL20 Gen9

					
					
						Office Equipment

					
					
						MX271200UD

					
					
						HP DL20 GEN9 E3-1220V5 SFF SRV

				
	
					
						San Diego

					
					
						T450s

					
					
						Office Equipment

					
					
						PC-09E4ZJ

					
					
						Lenovo T450s Laptop- Lenovo134

				


		 

 

			
					
						San Diego

					
					
						 

					
					
						Other Equipment

					
					
						 

					
					
						DataCenter Network Rack Hardware

				
	
					
						San Diego

					
					
						ACER S240HL 24 DVI LED

					
					
						Other Equipment

					
					
						 

					
					
						Computer Monitor

				
	
					
						San Diego

					
					
						 

					
					
						Office Equipment

					
					
						16231046100145

					
					
						Computer Desktop

				
	
					
						San Diego

					
					
						 

					
					
						Computer Software

					
					
						 

					
					
						Software- forbug tracking

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						SGH326Y52C

					
					
						Virtual Hosts for TCS servers: kvm-03 | kvm-04

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Virtual Hosts for TCS servers: kvm-03 | kvm-05

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Increase monitoring software from 100 to 300

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Video Cards

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Software - Microsoft SQL Database

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Network Switch

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						HD's VMWARE-01 and 02

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Server Memory-16GB

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hard Drives-HP 600GB 6G SATA VALUE ENDURANCE

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						SGH315RXHC

					
					
						Servers Hyper-v-100 & 101

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Microsoft Windows Server 2016 Software

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						SSD Hard Drives for DATACENTER servers

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hardware RAID card to servers: hyper-v-100 and hyper-v-101

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						HP 600GB 12G SAS 15K 2.5 inch SC

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hard drives

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hard drives

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hard Drives for Server vmware-01

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						USE3130E4X

					
					
						HP DL380P G8 Rackmount Server for ScaleMatrix Datacenter  Hyper-v-102

				
	
					
						Data Center

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Hard Drives for DataCenter

				
	
					
						pdvLab

					
					
						 

					
					
						Site Equipment

					
					
						 

					
					
						Anker USB 3.0 SuperSpeed 10Port Hub Including a BC 1.2Charging Port

				



		
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