##### 



Nortel Networks Amended Agreement No.011174 (10)Nortel Networks Original Agreement No. 011174
 AMENDMENT NO. 10
to
DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
FOR
CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS
    th
 1.
    
    Appendix A (4) is deleted in its entirety and replaced with new Appendix A (5)
attached to and incorporated in this Amendment as Attachment 1.
 2.
    
    [**] executive credits: Subject to the terms of this Section 2, Airvana will provide
the following purchase credits in the [**] calendar year provided that applicable
quarterly billings meet or exceed the respective billing thresholds.
 A.
    
    [**]: Provided that all sales, as reported to Airvana,
in the [**] calendar quarter [**] meet or exceed the following purchase
total thresholds, Airvana will provide Nortel with US dollar purchase
credits in the [**] calendar quarter. Such credits, if earned, will be
deducted from the Airvana invoice in respect of the September royalty
report.
 Credit Table [**]
 CalendarBilling Threshold Met
    
    Quarteror Exceeded in
    
    CreditCalendar Quarter
    
    [**]$[**]
    
    $[**]$[**]
    
    $[**]$[**]
    
    $[**]
 B.
    
    [**]: Provided that all sales, as reported to Airvana,
in the [**] calendar quarter [**] meet or exceed the $[**] threshold,
Nortel will be entitled to a $[**] credit which, if earned, will be
deducted from the Airvana invoice in respect of the [**] royalty report and
any invoice issued thereafter up to one hundred percent (100%) of each such
invoice until the credit is exhausted.C.
    
    Make Up Credit: If Nortel meets or exceeds the [**]
$[**] billing threshold under Section 2A above, and provided that all
sales , as reported to Airvana in the [**] calendar quarter [**] meet or
exceed the following purchase total thresholds, Airvana will provide
Nortel with US dollar purchase credits in the [**] calendar quarter up to a
maximum total credit under this Section 2 of $[**] and subject to further
limitations set forth herein, which, if earned, will be deducted from the
Airvana invoice in respect of the [**] royalty report and any invoice
issued thereafter up to one hundred percent (100%) of each such invoice
until the credit is exhausted. For greater certainty, the credits set
forth in this Section 2C, if applicable, are additional to the credits
provided under Sections 2A and Section 2B above, but in no event shall the
total purchase credits under Sections 2A, 2B, and 2C exceed $[**].
 Page 1 of 14




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Additional Credit Table [**]
 CalendarBilling Threshold Met
    
    Quarteror Exceeded in
    
    CreditCalendar Quarter
    
    [**]$[**]
    
    $[**]$[**]
    
    $[**]$[**]
    
    $[**]
 The determination of whether the quarterly billing threshold has been met for such quarter
will include all sales reported to Airvana in the applicable calendar quarter.The purchase credits set forth in this Section 2 are subject to the following additional
terms:
 1.
    
    Any subsequent net adjustment, by audit or otherwise, that increase
prior quarter Nortel royalty reports will not retroactively count towards any
quarterly billing threshold target.2.
    
    Any subsequent net adjustments, by audit or otherwise, that decrease
prior quarter Nortel royalty reports that would have placed Nortel in a lower
purchase credit level but for such reporting error (i.e. the difference defined as
the Unearned Credit) will result in the cancellation of such Unearned Credit (if
not already applied to the relevant Airvana invoice) or a cash refund to Airvana
in the amount of the Unearned Credit (if already applied on a relevant Airvana
invoice)3.
    
    For purposes of calculating the billing threshold in any calendar
quarter, billings shall mean amounts invoiced in respect to such calendar quarter
based upon Nortel royalty reports and Nortel Orders for maintenance and other
services, excluding any credits earned in accordance with this Amendment No. 10
and such invoice shall include prices of all Products sold or licensed by Nortel
less any specially negotiated discounts not accounted for in such invoice.
 3.
    
    If Nortel fails to achieve greater than or equal to [**] unit sales in [**],
Airvana will provide Nortel with purchase credits in the [**] calendar year, on a per
calendar quarter basis, based on Nortel meeting or exceeding the following billings total
thresholds for such quarters and related U.S. dollar credits as set forth in the credit
table below; and, if Nortel fails to achieve greater than or equal to [**]  unit sales
in [**], Airvana will provide Nortel with purchase credits in the [**] calendar year, on
a per calendar quarter basis, based on Nortel meeting or exceeding the following billings
total thresholds for such quarters and related U.S. dollar credits as set forth in the
credit table below.
 Credit Table
 Calendar
    
    CalendarBilling Threshold Met
    
    Quarter
    
    Quarteror Exceeded in
    
    Credit
    
    CreditCalendar Quarter
    
    [**]
    
    [**]$[**]
    
    $[**]
    
    $[**]$[**]
    
    $[**]
    
    $[**]$[**]
    
    $[**]
    
    $[**]$[**]
    
    $[**]
    
    $[**]$[**]
    
    $[**]
    
    $[**]
 For avoidance of doubt, the maximum amount of credit that may accrue in [**] is $[**]
and the maximum amount of credit that may accrue in [**] is $[**].
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The determination of whether the quarterly billing threshold has been met for such
quarter will include all sales reported to Airvana in the applicable calendar
quarter. For clarity such quarterly periods in calendar years [**] and [**] are as
follows:
 Nortel Sales Period
    
    Reported to AirvanaDecember (prior year), January, February
    
    January, February, MarchMarch, April, May
    
    April, May, JuneJune, July, August
    
    July, August, SeptemberSeptember, October, November
    
    October, November, December
 The quarterly credit, if earned, will be deducted from the Airvana invoice in
respect of the third calendar month royalty report of any such quarterly period and
any invoices issued thereafter up to one hundred percent (100%) of each such invoice
until the credit is exhausted.The purchase credits set forth in this Section 3 are subject to the following
additional terms:
 1.
    
    Any subsequent net adjustment, by audit or otherwise, that
increase prior quarter Nortel royalty reports will not retroactively count
towards any quarterly billing threshold target.2.
    
    Any subsequent net adjustments, by audit or otherwise, that
decrease prior quarter Nortel royalty reports that would have placed Nortel
in a lower purchase credit level but for such reporting error (i.e. the
difference defined as the Unearned Credit) will result in the cancellation
of such Unearned Credit (if not already applied to the relevant Airvana
invoice) or a cash refund to Airvana in the amount of the Unearned Credit (if
already applied on a relevant Airvana invoice).3.
    
    For purposes of calculating the billing threshold in any
calendar quarter, billings shall mean amounts invoiced in respect to such
calendar quarter based upon Nortel royalty reports and Nortel Orders for
maintenance and other services, excluding any credits earned in accordance
with this Amendment No. 10 and such invoice shall include prices of all
Products sold or licensed by Nortel less any specially negotiated discounts
not accounted for in such invoice.
 For purposes of quantifying the [**]  figure, only royalty bearing units
shall be included.
 4.
    
    [**] discounts: Through [**], Airvana will provide a [**]% discount on [**] sales up
to a maximum of [**] instances [**], provided that if any discount instances remain unused
by [**], no more than [**] discount instances may be used per calendar quarter in [**] and
[**]. Such discount shall apply to all [**] licenses sold commencing [**].
 5.
    
    Software Upgrades: The parties agree that Software Upgrades (i.e., Airvana Releases
4.0, 5.0, 6.0, etc.) purchased under the Agreement will not [**] of the underlying DOM,
RNC and EMS Products. The fees Airvana charges for maintenance and support services on the
underlying DOM, RNC and EMS Products extend the Warranty Period for up to [**] following
the expiration date of the initial Warranty Period or any subsequent annual maintenance
period for such Products. The parties agree that there will be [**]. The parties further
agree that if Nortel has a customer that is not under an annual maintenance and support
agreement and such customer purchases a Software Upgrade from Nortel, the parties agree to
discuss a solution in the event that such Software Upgrade fails to operate in accordance
with its associated specifications.
 6.
    
    Development Hardware: Based on the mutual agreement of the parties, using Nortels
standard equipment loan terms and conditions, Nortel agrees to i) provide a reasonable
amount of [**] hardware or ii.) pay to Airvana the cost of such hardware, which cost the
parties will agree upon in advance. A copy of Nortels equipment loan agreement is
attached to and incorporated in this Amendment No. 10 as Attachment 2.
 7.
    
    Price discounts  additional conditions: If a) Nortel [**] or b) and the [**] or
c) a Nortel [**], then upon any such occurrence [**] this Amendment No. 10 will [**]
Nortel, and the [**] shall apply.
 8.
    
    Unless otherwise prohibited by a customer confidentiality agreement, the parties
agree to review reasonable information relating to Nortels customer installed base,
including information relating to DOMs, EMS licenses, RNCs and associated cards, and any
other Product based on available Nortel information. Thereafter, if not otherwise
prohibited by customer confidentiality agreements, such information relating to Nortels
installed
 Page 3 of 14




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customer base shall be updated upon Airvanas request but no more frequently than once per
calendar quarter using similar methodologies and relevant Nortel information.
 9.
    
    The parties agree to good faiths efforts to evaluate improved licensing and reporting
mechanisms and to use reasonable efforts to implement a mutually agreed to solution.
 10.
    
    [**]: Airvana agrees to review in good faith [**] opportunities requested by Nortel.
Additional discounts, if any, shall be as mutually agreed in writing by the parties on a
case by case basis.
 11.
    
    The parties agree that the basis for establishing the content of future software
releases will be a targeted release effort of [**] man weeks based on Release 6.0
methodology of which [**]% will be Airvana specified robustness or maintenance content.
 12.
    
    Nortel will accept Products for deployment in customer networks (Product
Acceptance), based on either of the two following circumstances applying to the Products:
 
  13.
    
    For greater certainty, the pricing set forth in Appendix A(5) is only applicable to
transactions occurring after the Effective Date and such pricing does not supersede any
special pricing previously agreed between the parties.
 14.
    
    Section 9.2 (f) Case Severity Definition and Closure Policy (Production Hardware and
Software), is deleted in its entirety and replaced by the following new Section 9.2(f).
 9.2
    
    (f) Case Severity Definition and Closure Policy (Production Hardware and
Software): For production Hardware and Software, the classifications using the
following definitions as the guideline follow:
      Page 4 of 14




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15.
    
    Section 9.2 (g) Escalation Procedure, is hereby deleted in its entirety and replace
by a new section 9.2 (g) below:
  
 
 
 
  16.
    
    Section 9.2(h) Target time to resolve within receipt of initial fault report, is
hereby deleted in its entirety and replace a new Sections 9.2 (h) below:
    Table Customer Care Case Responsiveness Requirements
 Emergency Cases
    
    Percentage
    
    Service Restored (outage start to system recovery)E1
    
    
    [**]
    %
    
    in [**]E1
    
    
    [**]
    %
    
    in [**]E2
    
    
    [**]
    %
    
    in [**]
 Page 5 of 14




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Software Cases
    
    Percentage
    
    RCA Identified
    
    ResolvedE3
    
    [**]%
    
    < [**]
    
    < [**]BC
    
    [**]%
    
    < [**]
    
    < [**]MJ
    
    [**]%
    
    < [**]
    
    < [**]MN
    
    [**]%
    
    
    
    < [**] to identify fix
plan for future release
 Non Software Cases
    
    Percentage
    
    
    
    ResolvedE3, BC, MJ, MN
    
    [**]%
    
    n/a
    
    < [**]
 
 Notes:
 
    
    Software cases are those which require a software fix
    
    Minor software fixes are normally to be addressed in future releases only. Target release is the next release
and is to be based on fix complexity and release capacity
    
    All measurements are in calendar days
    
    All measurements include resolution time shared between Nortel TAS, Nortel ER, VO and Airvana
    
    Targets listed above wrt Airvana response targets are as clarified below in 15.5.3.2 item 6.
    
    Time is measured from the actual instance of a customer occurrence
    
    For fixes delivered in the current release, EVDO corrective content is normally delivered as a patch load on a
monthly schedule. To determine resolved dates of software corrective content, Airvana will provide details of when the
software solution is submitted in a patch stream.  The requirement is that solution has been coded and unit tested by
Airvana.  The build number for the specific software solution
will need to be updated in [**]
to determine resolution date. The actual closure of the case will be done after customer has validated the solution.
Airvana will continue to track when the fix solution was identified (Solution Defined Date) prior to coding/testing
since coding/testing dates will be driven by monthly patch load schedules and/or customer priority
    
    For fixes to be delivered in a future release stream, Airvana will provide a committed release stream for the
fix in [**] to determine resolution date.  The fix must be coded and fully validated by CuR of
the future release.  The case will be updated with the fix/build_id when it becomes available. The case will remain
open pending delivery of the release and actual closure of the case will be done after the customer has validated the
solution.
 17.
    
    In all other respects the Agreement, as amended, remains unchanged.
  AIRVANA, INC.
    
    
    
    NORTEL NETWORKS INC.By:
    
    /s/ Jeffrey D. Glidden
    
    
    
    By:
    
    /s/ Glenn Laxdal(Signature)
    
    
    
    
    
    (Signature)Name:
    
    Jeffrey D. Glidden
    
    
    
    Name:
    
    Glenn Laxdal(Print)
    
    
    
    
    
    (Print)Title:
    
    VP & CEO
    
    
    
    Title:
    
    VP CDMA Product Mgt.Date:
    
    9/28/2007
    
    
    
    Date:
    
    9/28/07
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ATTACHMENT 1
APPENDIX A (5)
 PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES
 HARDWARE
 AirvanaOrder
    
    Nortel Networks Price forHardware Name
    
    Number
    
    Hardware
    
    NotesNo H/W required
 SOFTWARE
 Software Name (Softwaremay be deliveredseparately from the
    
    AirvanaHardware or embedded in
    
    Order
    
    Nortel Networks Price forthe Hardware)
    
    Number
    
    Software
    
    Notes[**]
    
    TBD
    
    [**]
    
    [**][**]
    
    
    
    [**]
    
    [**]
 Page 7 of 14




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Software Name (Softwaremay be deliveredseparately from the
    
    AirvanaHardware or embedded in
    
    Order
    
    Nortel Networks Price forthe Hardware)
    
    Number
    
    Software
    
    Notes[**]
    
    
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**][**]
    
    
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**]
 Page 8 of 14




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Software Name (Softwaremay be deliveredseparately from the
    
    AirvanaHardware or embedded in
    
    Order
    
    Nortel Networks Price forthe Hardware)
    
    Number
    
    Software
    
    Notes[**]
    
    
    
    [**]
    
    [**][**]
    
    
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**][**]
    
    
    
    [**]
    
    [**][**]
    
    
    
    [**]
    
    [**]
  Page 9 of 14




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POST-WARRANTY SUPPORT SERVICES
 AirvanaSupport Service by
    
    Order
    
    Nortel Networks PriceProduct or Software
    
    Number
    
    per year
    
    Notes[**]
    
    TBD
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**][**]
    
    TBD
    
    [**]
    
    [**]
 Other Support Service
    
    Nortel Networks Price
    
    Notes[**]
    
    [**]
    
    [**][**]
    
    [**]
    
    [**][**]
    
    [**]
    
    [**]
 TRAINING COURSES
 Course
    
    CourseNumber
    
    Length
    
    Course Title / Description
    
    Pre-requisites101
    
    2 days
    
    Introduction to 1xEV-DO Network Concepts
Primary Audience: First and second line supportContents:Classroom only. This course covers
basics of the TCP/IP protocol, IP routing
protocols, Data Link Protocols, basic CDMA
protocol operation, and the 1xEV-DO protocol.
    
    None201
    
    5 days
    
    Basic 1xEV-DO  Concepts and Operation
Primary Audience:First and second line
support and technical field personnel, network
planners
    
    101 or equivalentContents:Classroom and lab. This course
covers the 1xEV-DO system, airlink, signaling
and applications in detail; hands-on work with
the DOM, RNC & ANM, and basic network
troubleshooting, OMs & logging.301
    
    4 days
    
    Advanced 1xEV-DO  Concepts and Operation
Audience: First and second line support,
technical field personnel, network planners
    
    
    201Contents:Classroom and lab. This course
covers advanced topics including RF
optimization, network optimization,
performance analysis, detailed throughput
performance troubleshooting.
 Page 10 of 14




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Pricing Table
 Total Cost / Number of StudentsCourseNumber /Course Title
    
    Location
    
    6
    
    7
    
    8
    
    9
    
    10
    
    11
    
    12101 Introduction to 1xEV-DO
    
    Airvana/Chelmsford
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Network Concepts
    
    Customer/US & Canada
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Customer/International
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]201 Basic 1xEV-DO

    
    Airvana/Chelmsford
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Concepts and Operation
    
    Customer/US & Canada
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Customer/International
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]301 Advanced
1xEV-DO 
    
    Airvana/Chelmsford
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Concepts and Operation
    
    Customer/US & Canada
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]Customer/International
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
 
 [**] Cancellation policy:
  a)
    
    Reschedule 14+ days, no charge 1st time only, then considered a cancellation as
below.b)
    
    Cancel 14-29 days before delivery date, [**]% of services charged.c)
    
    Cancel 7-13 days before delivery date, [**]% of services charged.d)
    
    Cancel 0-6 days before delivery date, [**]% of services charged.
 Page 11 of 14




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1.
    
    Nortel Networks agrees to provide for the period beginning on the date Airvana receives the
Loaned Products and ending on December 31st, 2009 (Term). The Term may be
extended by mutual written agreement between the parties.2.
    
    AIRVANA agrees to return the Loaned Products, upon expiration of this Loan Agreement or upon
Nortel Networks request. The Loaned Products shall be returned in the same condition as
originally provided by Nortel Networks, except for normal wear and tear.3.
    
    In the event AIRVANA fails to return the Loaned Products to Nortel Networks within 30 days of
Nortel Networks request or expiration of the Loan Agreement, Nortel Networks shall invoice
AIRVANA for the total price of such Loaned Products and AIRVANA agrees to pay such invoice
upon receipt in which case AIRVANA shall be deemed to have purchased the Loaned Products
pursuant to the terms of the Agreement.4.
    
    AIRVANA Requirements
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AIRVANA agrees to provide (a) sufficient, free and safe access and a suitable physical and
operating environment meeting Nortel Networks specified requirements to permit the timely
installation and safe operation of the Loaned Products; (b) access to the Loaned Products
as requested by Nortel Networks; and (c) adequate security to protect the Loaned Products
from theft, damage or misuse and to use reasonable care in the use of the Loaned Products.
AIRVANA agrees that (i) the Loaned Products will be used solely for the development and
support of Nortel Networks products; (ii) it will not make any alterations or
modifications to the Loaned Products without Nortel Networks prior consent; (iii) it will
not move the Loaned Products to another location without Nortel Networks prior consent; and
(iv) it will not transfer any interest in the Loaned Products or cause or permit any lien
to be placed on the Loaned Products.AIRVANA agrees, at their expense, to properly maintain (including preventive and remedial
maintenance) the Loaned Product. Any required 3rd party Software, including
updates and upgrades required for the Loaned Product will be at AIRVANAs expense.5.
    
    Title and Risk of LossDuring the Term, Nortel Networks is the owner of and retains title to the Loaned Products.
AIRVANA shall not sell or lease the Loaned Products or allow any third party liens or
encumbrances to attach to the Loaned Products, or remove the Loaned Products from the
Locations without the prior written consent of Nortel Networks. Risk of loss for the
Loaned Products shall pass from Nortel Networks to AIRVANA while the Loaned Products are
inAIRVANA custody and/or control.6.
    
    Warranty and Limitation of Liability
  7.
    
    Software License
 Page 13 of 14




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With respect to software owned or licensed by Nortel Networks and provided hereunder
(Software), Nortel Networks grants AIRVANA a nonexclusive license to use such Software in
conjunction with the Loaned Products during the Term. AIRVANA will ensure that anyone who
uses the Software does so only in compliance with the terms of this Loan Agreement and
AIRVANA will not (a) use, copy, modify, transfer or distribute the Software except as
expressly authorized; (b) reverse assemble, reverse compile, reverse engineer or otherwise
translate the Software; (c) create derivative works or modifications unless expressly
authorized; or (d) sublicense, rent or lease the Software. Upon termination or expiration
of this Loan Agreement, AIRVANA will promptly return the Software to Nortel Networks or
certify its destruction. The Software, and any documentation relating to the Software or
the Loaned Products, shall be treated as Confidential Information of Nortel Networks in
accordance with the Agreement.8.
    
    General
    IN WITNESS WHEREOF
 Airvana, Inc.
    
    
    
    Nortel Networks Inc.By:
    
    /s/ Jeffrey D. Glidden
    
    
    
    By:
    
    /s/ Glenn LaxdalName:
    
    Jeffrey D. Glidden
    
    
    
    Name:
    
    Glenn LaxdalTitle:
    
    VP & CFO
    
    
    
    Title:
    
    VP CDMA Product Mgt.Date:
    
    9/28/2007
    
    
    
    Date:
    
    9/28/2007
 Page 14 of 14