Exhibit 10.20


 


RESTATED DEVELOPMENT AGREEMENT


 


This Restated Agreement (“Agreement”)
entered into as of July 12, 2012 (the Effective Date) between Full Spectrum Inc. a Delaware company, with offices at 2452
Embarcadero Way, Palo Alto, CA 94303 (the “Company”) and Lekha Wireless Solutions Pvt, Ltd., an Indian
company (the “Consultant”) with offices at #26/3, 3rd floor, 38th Cross, 18th Main
Jayanagar 4th T Block, Bangalore 560041, Karnataka, India.


 


WHEREAS, Consultant
represents that it has extensive experience in design and implementation of embedded software for ieee802.16e air interface protocol
at the Base Station and at the Mobile Station ; and


 


WHEREAS, the
Company is developing a Point to Multipoint (PtMP) broadband wireless system based upon the IEEE802.16eprotocol which consists
of Base Stations, Subscriber Stations (mobile and fixed) and a Network Management System (NMS) (collectively the “FullMax
System”); and


 


WHEREAS, the
Parties agree that the Consultant will debug, modify, develop and integrate Company’s existing embedded software for use
in the FullMax System upon the terms and conditions hereinafter set forth; and


 


WHEREAS, the Company
and Consultant are parties to that certain Agreement (the “2011 Agreement”) entered into on the 28th day of July 2011
pursuant to which the Consultant is currently providing services to the Company;


 


NOW, THEREFORE, in consideration
of the agreements and covenants contained herein, the Consultant and the Company hereby agree as follows:


 


A Restatement
of 2011 Agreement. With effect from the date first written above, the 2011 Agreement is hereby amended and restated in its entirety
so that Consultant’s continuing duties and obligations to the Company shall henceforth be governed by the terms contained
herein. The rights and obligations set forth in section 5 shall apply retroactively to date of 2011 Agreement. Following the effective
date of this Agreement, Consultant agrees that the 2011 Agreement, as originally executed by the parties, shall have no force or
effect.


 




     


     


    




 


1.
Definitions


 


“Full Spectrum Property”
shall mean such items owned or provided by Company under this Agreement and all Intellectual Property Rights related thereto.
Full Spectrum Property shall include any derivatives, improvements or modifications thereto and any Intellectual Property rights
related thereto.


 


“Intellectual Property Rights”
shall mean all current and future worldwide patents and other patent rights, utility models, copyrights, mask work rights, trade
secrets, and all other intellectual property rights and the related documentation or other tangible expression thereof.


 


2.
Appointment


 


2.1
Appointment; Responsibilities.


 


		(a)	The Company hereby engages the Consultant to perform the
Services, defined below in accordance with the terms and conditions herein.



 


		(b)	The Consultant shall report to the CTO of the Company or
his designee.



 


2.2  Services.
Consultant shall render the services set forth in paragraph 3 below (The “Services”).


 


2.3
Representation and Warranty. Consultant represents and warrants to the Company that the execution and delivery of
this Agreement and the fulfillment of the terms hereof (i) will not constitute a breach of any agreement or other instrument to
which Consultant is party, and (ii) does not require the consent of any person. Additionally, Consultant represents and warrants
to the Company that it shall not utilize during the term of this Agreement, any proprietary information of any third party.


 


3.
Services & Compensation


 


3.1
The Consultant will provide to the Company embedded software development services as follows:


 


(a) The
first 6 weeks following the execution of this agreement will be considered an “Experimental development
Period”. Within this period, the Consultant will assign one dedicated embedded software engineer to work for the
Company. The embedded software engineer will be approved by the Company. The Company will decide at the end of the
“Experimental Development Period” if it wants to move to the “Development Period”.


 




     


     


    

  


(b)
A “Development Period” is a period of four months of development activity by the Consultant for the Company.
The Company will issue a Purchase Order (PO) for each “Development Period”. The PO will identify the Consultants engineers
that will work for the Company within the “Development Period”.


 


(c)
All tasks performed by the Consultant’s engineers working for the Company will be determined by the Company.


 


3.2
Compensation


 


(a)
The Company will pay the Consultant as follows:


 


(1)
$5000 per engineer per month if the numbers of Consultant’s engineers working
for the company is less than 5. This will be a flat fee for all engineers.


 


(2)
$4750 per engineer per month if the numbers of Consultant’s engineers working for the company is between 5 up to 10
engineers. This will be a flat fee for all engineers.


 


(3)
$4250 per engineer per month when the team size reaches 10 engineers.


 


(c)
The Consultant will raise the invoice at the end of 2nd week of each month.


 


(d)
The Company will make the payment against the invoice within the end of the 4th week of the same month.


 


3.3
Work Hours and Leave Policy


 


In consideration of the Services
undertaken by the consultant under this Agreement, Company shall pay to the Supplier the fees stated as per section 3.2 for each
of the resources, which is exclusive of all applicable taxes, provided that the said resource
completes on an average 176 work hours in a month with work days being Monday to Friday of the week.


 




     


     


    

  


In the man-month mode of billing the
consultants are eligible for below leave provision in the year.


 


a)
12 days of general holiday per year which is as per local regulations. The consultant will share the list of general Holidays
for the calendar year in the month of December for the following year.


 


b) Total
of 18 days of leave per year which includes both sick leave and casual leave.


 


In case of consultant availing the
leave beyond the provisioned leaves, there should be a reduction of l/(number of days in the calendar month). For example if the
contractor’s man month rate is 5000 USD and the leave availed exceeds provision by one day, for eg for month with 31 days then
the invoice will be for USD 4839 = (1-1/31)*5000


 


c)
Overtime (defined as working hours in excess of eight (8) hours per week day) requires prior written permission of Supply
Manager. Specific charges, e.g. for work on Sundays or public holidays shall be done with prior mutually agreed by supply manager
from consultant and project manager of company and such work days shall be compensated. Travel time resulting from journeys by
a Supplier’s employee of between the employee’s workplace/residence and the location of work is not considered to be
working time


 


4. Termination


 


4.1           The
contract can be terminated by either party with one month prior


notice.


 


4.2           Effect
of Termination or Expiration. Upon the termination of this Agreement for any reason whatsoever the consultant shall promptly,
pursuant to the Companies’ instructions, return to the Company, erase or destroy all copies of the documentation belonging
to the Company and all information and literature relating thereto which shall have been provided by the Company or reproduced
by the Consultant. The Consultant shall promptly return to the Company, and/or erase or destroy all copies of any Confidential
Information in its possession. Upon such return, erasure and/or destruction, the Consultant shall confirm in writing to the Company
that it has complied with its obligations under this section.


 




     


     


    




 


4.3
Upon termination, Consultant shall transfer all technology developed under this agreement to the Company. Company shall
be liable to pay for all the outstanding payments and all the expenses incurred till the date of termination.


 


4.4           Survival.
Sections 4 though 8 of this Agreement shall survive the termination and/or expiration of this Agreement for any reason whatsoever.


 


5.
Ownership; Development Rights, License Rights; Confidential Information


 


5.1           Ownership
by Company. Company shall own all right, title, and interest in the full Spectrum Property and all Intellectual Property Rights
therein, including any derivatives, improvements or modifications of the Full Spectrum Property done by the Consultant. Consultant
shall execute such documents, render such assistance, and take such other action as Company may reasonably request, at Company’s
expense, to apply for, register, perfect, confirm, and protect Company’s rights therein. Company shall have the exclusive right
to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto.
Consultant expressly waives any claim to moral rights over any derivatives, improvements or modifications of the Full Spectrum
Property created by Consultant, and Consultant shall ensure that Consultant and any agent or employee of Consultant (i) shall have
waived all such moral rights, and (ii) shall not use Full Spectrum Property and all Intellectual Property Rights therein, including
any derivatives, improvements or modifications for any purpose other then providing Services.


 


5.2           Development
Rights


 


(a)
Consultant agrees that all inventions, data, works, discoveries, designs, technology and improvements, (whether or not protectable
by a patent or a copyright) (“Inventions”) related to the business of the Company, which are conceived of, made, reduced
to practice, created, written, designed or developed, authored or made by Consultant, alone or in combination with others, in the
course of the performance of services under this Agreement, shall be the sole and exclusive property of Company. The inventions
are to be promptly reported to Company but otherwise maintained in confidence by Consultant.


 


(b)
Consultant hereby assigns to Company all Inventions and any and all related patents, copyrights, trademarks, trade names,
and other industrial and intellectual property rights and applications therefore, in India, United States, Canada and elsewhere,
and appoints any officer of Company as his duly authorized agent to execute, file, prosecute and protect the same before any government
agency, court or authority.


 




     


     


    

  


(c)
Consultant irrevocably waives all moral rights arising under the any Copyright Act or any rights to similar effect in any
country or at common law that he may have with respect to the Inventions to the extent those rights have not been assigned above.


 


(d)
Consultant agrees to cooperate fully with Company and its nominees, subject to reasonable compensation, to obtain patents
or register copyrights in any and all countries for these Inventions, and to execute all papers for use in applying for and obtaining
such protection thereon as Company may desire, together with assignments thereof to confirm Company’s ownership thereof, all at
Company’s expense. Consultant agrees that if Company is unable because of Consultant’s unavailability, dissolution or incapacity,
or for any other reason, to secure Consultant’s signature to apply for or to pursue any application for any Indian, Canadian, United
States or foreign patents or mask work or copyright registrations covering the inventions assigned to Company above, then Consultant
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney
in fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same
legal force and effect as if executed by the Consultant.


 


(e)
No rights are hereby given to Company in any inventions conceived and evidenced in an invention record or disclosure, or
under any patents or patent applications that Consultant may own prior to the effective date of this Agreement or may subsequently
acquire which do not arise out of the work performed by Consultant during the term of this Agreement.


 


(f)
All work product created by Consultant under this agreement is “work for hire” and is the property of Company.
Consultant assigns to Company all right, title and interest in and to the work product. Work product means everything that is
produced by Consultant in the course of this agreement, including, without limitation, notes, reports, documentation, drawings,
computer programs (source code, object code and listings), customer lists, inventions, creations, works, devices, masks, mask
works, models, work-in-progress and deliverables. Consultant expressly waives any claim to moral rights over any work product
created by Consultant under this agreement, and Consultant shall ensure that Consultant and any agent or employee of Consultant
(i) shall have waived all moral rights over any work product created under this agreement, and (ii) shall not use work product
for any purpose other then providing Services.


 




     


     


    

  


5.3           Licence
to Use Consultant’s Related Rights To the extent that Consultant has property rights which are incorporated in or necessary
to the use of the work product of this agreement (the “Consultant’s Related Rights”), Consultant grants Company,
and its subsidiaries and affiliates, a royalty-free, irrevocable, worldwide, non-exclusive licence to use, disclose, reproduce,
modify, licence and distribute Consultant’s Related Rights. Consultant will indemnify, hold harmless and, at Company’s request,
defend Company, its subsidiaries and affiliates from and against all claims, liabilities, damages, losses and expenses including,
but not limited to, reasonable lawyers’ fees and costs of suit, arising out of or in connection with all claims that the use or
disclosure of Consultant’s Related Rights violates any third party’s rights.


 


5.4           Confidentiality


 


(a)           The
term “Information” as used in this section means any and all confidential and proprietary information including but not
limited to any and all specifications, formulae, prototypes, software design plans, computer programs, and any and all records,
data, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda,
analyses, notes, and other data and information (in whatever form), as well as improvements and know-how related thereto, relating
to the Company or its products. Information shall not include information that (a) was already known to or independently developed
by Consultant prior to its disclosure as demonstrated by reasonable and tangible evidence satisfactory to the Company; (b) shall
have appeared in any printed publication or patent or shall have become part of the public knowledge except as a result of breach
of this Agreement by the Consultant or similar agreements by other Consultant’s or Company employees (c) shall have been
received by the Consultant from another person or entity having no obligation of confidentiality to the Company or (d) is approved
in writing by the Company for release by the Consultant.


 


(b)           Consultant
agrees to hold in trust and confidence all Information disclosed to it and further agrees not to exploit or disclose the Information
to any other person or entity or use the Information directly or indirectly for any purpose other than for Consultant’s work
with the Company.


 


(c)           Consultant
agrees to disclose the Information only to persons necessary in connection with Consultant’s work with the Company and who
have undertaken in wilting the same confidentiality obligations set forth herein in favor of the Company. Consultant agrees to
assume full responsibility for the confidentiality of the Information disclosed to Consultant and to prevent its unauthorized disclosure,
and shall take appropriate measures to ensure that such persons acting on his behalf are bound by a like covenant of secrecy.


 




     


     


    

  


(d)           Consultant
acknowledges and agrees that the Information furnished hereunder is and shall remain proprietary to the Company. Unless otherwise
required by statute or government rule or regulation, all copies of the Information, shall be returned to the Company immediately
upon request without retaining copies thereof.


 


5.5           All
personnel of Consultant with access to Information or providing development services under this Agreement shall sign and deliver
to Company the attached Consultant’s Personnel Confidentiality & Development Agreement prior to commencing work pursuant
to this Agreement. The Company shall co-sign such agreements and deliver the same to Consultant and personnel.


 


6. Non-Hire


 


Either company or
consultant shall not, solicit/hire or attempt to solicit/hire for employment either directly or indirectly an employee or contractor
of the other party, during the term of this Agreement and for a period of one year after termination/expiration of this Agreement.


 


7.
Miscellaneous


 


7.1 Notices.
All notices, requests or other communications provided for in this Agreement shall be given to the addresses listed below.


 


All notices, requests
or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery to the party entitled
thereto, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing to the last known address of the party
entitled thereto or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon four (4) days from mailing
from any national mail service or upon receipt if by express courier service; provided, however, that if a notice, request or other
communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business
day of the Company.


 




     


     


    

  


Consultant’s
address for all notices under this Agreement including service of legal process is Lekha Wireless Solutions Pvt. Ltd., #728, Manjula
Building, 12 Cross, 22nd Main, JP Nagar II Phase Bangalore- 560078, Karnataka, India.


 


7.2
Assignment and Succession. This Agreement is personal to Consultant and Consultant shall not assign or delegate his
rights or duties to a third party, whether by contract, will or operation of law, without the Company’s prior written consent.


 


7.3
Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall
not define or limit the provisions hereof.


 


7.4
Invalidity. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under
any law, the validity, legality or enforceability of the remaining provisions hereof shall not in any way be affected or impaired.


 


7.5
Waivers. No omission or delay by either party hereto in exercising any right, power or privilege hereunder shall
impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege, preclude
any further exercise thereof, or the exercise of any other right, power or privilege.


 


7.6
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.


 


7.7
Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof. No representation, promise or inducement has been made by either party
hereto that is not embodied in this Agreement and neither party shall be bound by or liable for any alleged representation, promise
or inducement not set forth herein. This Agreement may not be amended, except by a written instrument hereafter signed by each
of the parties hereto.


 


7.8
Interpretation. The parties hereto acknowledge and agree that each party and its or his counsel reviewed and negotiated
the terms and provisions of this Agreement and have contributed to its drafting. Accordingly, (i) the rules of construction to
the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement,
and (ii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against
any party regardless of which party was generally responsible for the preparation of this Agreement.


 




     


     


    

  


7.9
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA
WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. CONSULTANT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF CALIFORNIA AND/OR THE COURTS OF THE UNITED STATES OF AMERICA IN THE STATE OF CALIFORNIA, FOR PURPOSES
OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. Consultant hereby irrevocably consent to the service of process outside the territorial jurisdiction of such courts in
any such action or proceeding by mailing copies thereof by certified U.S. mail, return receipt requested and postage prepaid,
to its address.


 


7.10
Consultant shall be considered to be an independent contractor and not an agent or employee of Company and has no authority
to bind Company.


 


IN WITNESS WHEREOF,
each of the Company and the Consultant has caused this Agreement to be signed by its duly authorized officer as of the day
and year first above written.


 





	Full
    Spectrum Inc.	 	Lekha
    Wireless Ltd.
	 	 	 
	By:	/s/
    Stewart Kantor  	 	By:	/s/
    Ramu. T. Srinivasaiah 
	Name:	Stewart Kantor 	 	Name:	RAMU. T. SRINIVASAIAH
	Title:	CEO	 	Title:	Director