27
February 2007
Waat
Media Corporation (k/n/a Twistbox Entertainment, Inc.)
14242
Ventura
Suite
300
Sherman
Oaks
CA
91356
United
States of America
FAO:
Justin Richardson
Dear
Sirs,
FURTHER
LETTER
OF
AMENDMENT
OF
CONTRACT
BETWEEN
WAAT
MEDIA
CORPORATION
("CONTENT PROVIDER") AND VODAFONE UK CONTENT SERVICES LIMITED
("VCS")
The
Content Provider and Vodafone Group Services Limited entered into a Master
Global Content Reseller
Agreement dated 17 December 2004 ("Original
Agreement")and
a
content schedule dated
17
January 2005 ("Content
Schedule").To
implement the Original Agreement and the Content
Schedule in the UK, VCS signed a Contract Acceptance Notice on 11 April 2005
(the Original
Agreement, Content Schedule and Contract Acceptance Notice together the
"Contract").
On
25
February 2006 VCS entered into an agreement with the Content Provider which
provides that
the
Content Provider shall supply certain services to VCS ("Linking
Agreement").The
provision
of such services by the Content Provider necessitates certain amendments to
the
Contract. Also
on
25 February 2006, VCS, Vodafone Group Services and the Content Provider
agreed
by
a letter ("the First
Amendment Letter") to
make
amendments to the Contract with effect
from that date, in respect of the relationship between the Content Provider
and
VCS in the UK
only.
VCS and the Content Provider have now agreed to amend the Contract in respect
of
the UK
only
as set out below:
| 1 |
Notwithstanding
the date of this Letter, with effect from 1 January 2007, the Content
Provider
will pay VCS a minimum revenue guarantee of [INFORMATION OMITTED
AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] per month. Once
the
Gross
Revenue (i.e.,
the
aggregate amount derived from both the Original Agreement and the
Linking Agreement) for a month exceeds [INFORMATION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2], then the Content
Provider Revenue shall
be [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
UNDER RULE 24B-2] of
the Gross Revenue in excess of such amount. VCS
and the Content Provider agree to discuss in good faith, between
1 April
and 30 April 2007, whether these commercial
terms are equitable and to adjust them
accordingly.
|
| 2 |
In
return for the payment of the minimum revenue guarantee in 1 above,
VCS
will additionally
make available one dynamic module on the Vodafone Live! homepage
to the
Content
Provider between the hours of 10 p.m. each night and 6 a.m. the following
day for the
Content Provider to promote the
Content.
|
Vodafone
UK Content Services Limited
Vodafone
Content Services
Vodafone
House, The Connection, Newbury, Berkshire RG14 2FN,
England
Telephone:
+44 (0)1635 33251, Facsimile: +44 (0)1635 686734
Registered
Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England,
Registered in England No. 4064826
| 3 |
Save
as varied by this Letter, the Contract shall continue in full
force and
effect and in the event
of any conflict between its terms and this letter the terms of
this letter
shall prevail.
|
For
the
avoidance of doubt and unless otherwise provided in this Letter, the capitalised
terms in this
Letter shall have the same meaning as provided in the Contract.
Please
confirm your agreement to this Letter by signing and returning the enclosed
copy.
Yours
sincerely
Al
Russell
Head
of
UK Content & Messaging Services
E-mail:
al.russell@vodafone.com
We
hereby
agree to the contents of this Letter.
EVP/
General Counsel
for
and
on behalf of
Waat
Media Corporation (k/n/a Twistbox Entertainment, Inc.)
Dated:
28
February 2007
Vodafone
UK Content Services Limited
Vodafone
House, The Connection, Newbury, Berkshire RG14 2FN,
England
Telephone:
+44 (0)1635 33251, Facsimile: +44 (0)1635 686181
Registered
Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England,
Registered in England No. 4064826
*WE
HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN
THIS
EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE
CONFIDENTIALITY REQUEST.*
