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EXHIBIT 10.35
April 3, 2000
Mr. James Horn
Intel Corporation
RN6-37
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
Re: i3 Mobile, Inc.
Dear James:
This letter sets forth the understanding between i3 Mobile, Inc. (the "Company")
and Intel Corporation ("Intel") pursuant to which the Company will provide
incentives for Intel (a) to establish a working relationship between Intel's
wireless engineers and the Company's engineers, (b) to provide the Company with
access to Intel's wireless technologies for developmental purposes (c) to
demonstrate the Company's products with Intel's new wireless technologies and
(d) to include the Company's products in Intel's Wireless Competency Center
showcase. The terms of our understanding are as follows:
1. Intel agrees to schedule a technology summit between Intel cellular
components engineers and i3 Mobile engineers on or before May 15, 2000.
2. Intel and i3 Mobile agree to work together to develop and optimize i3
Mobile's products to work with Intel's wireless technology stack, flash
memory chips, in-vehicle telematics, mobile music, home networking and
appliance applications and architectures. In connection with the foregoing,
Intel will provide commercially reasonable technical access, support and
feedback to i3 Mobile during the product design phase. i3 Mobile will
commit sufficient engineering resources to the foregoing, and agrees to
assist Intel in the development of an architecture for mobile music
applications. Upon completion of each of the projects, Intel agrees to
demonstrate these i3 Mobile products in conjunction with applicable Intel
products in an appropriate venue (such as the Wireless Competency Center)
subject to mutual agreement by the parties.
3. i3 Mobile agrees to consider using Intel's Hosting Services if and when it
elects to outsource the hosting of its services.
4. In consideration of the successful completion of Intel's undertakings set
forth in paragraphs 1 and 2 hereof, the Company agrees to issue to Intel
performance based warrants (the "Warrant") to purchase up to 100,000 shares
of the Company's Common Stock at an exercise price equal to fifteen
($15.00) dollars per share. The Warrant shall vest as follows:
a. 25,000 shares upon completion of a scheduled technology
roadmap discussion between Intel cellular components
engineers and i3 Mobile engineers.
b. 15,000 shares upon Intel providing the Company with
requisite development tools and reasonable technical access,
support and feedback in connection with the Company's
product development effort for Intel's wireless technology
stack
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Intel Corporation
April 3, 2000
Page 2
c. 15,000 shares upon Intel providing the Company with
requisite development tools and reasonable technical access,
support and feedback in connection with the Company's
product development effort for Intel's in vehicle based
platform.
d. 15,000 shares upon Intel providing the Company with
requisite development tools and reasonable technical access,
support and feedback in connection with the Company's
product development effort for Intel's mobile music based
platform.
e. 15,000 shares upon Intel providing the Company with
requisite development tools and reasonable technical access,
support and feedback in connection with the Company's
product development effort for Intel's home networking and
home appliance based platform.
f. 15,000 shares upon Intel providing the Company with
requisite development tools and reasonable technical access,
support and feedback in connection with the Company's
product development effort for Intel's flash memory chips.
5. The Warrant shall expire two (2) years following its issuance and shall not
terminate upon an initial public offering or change of control of the
Company. The expiration of the warrant will be tolled in the event that a
filing under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 is
required in connection with the exercise of the Warrant. Subject to any
relevant securities laws, rules and regulations, the Warrant, as well as
the Common Stock acquired through exercise thereof, will be freely
transferable by Intel and may be exercised in whole or in part. When
exercising the Warrant, Intel shall have the right to either (a) purchase
the total number of shares of Common Stock which such Warrant entitles
Intel to purchase at the exercise price described above or (b) receive the
net number of shares of Common Stock arising from the difference between
the market price of such Common Stock at the date of exercise and the
exercise price for the Warrant. Prior to the grant of the Warrant
hereunder, the Company will provide Intel with an opportunity to review the
Company's standard Warrant form prior to execution.
Should the foregoing accurately reflect our understanding, then kindly
countersign and return the enclosed copy of this letter to my attention.
Very truly yours,
i3 MOBILE, INC.
By:
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Name: Stephen G. Maloney
Title: President and CEO
AGREED AND ACCEPTED:
Intel Corporation
By:
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