Via Email & Federal Express
Jeffrey M. Haber
425 Broadhollow Road, Suite 416
Melville, NY 11747
Tel: 631.282.8985
Copy to:
Dr. Ahmed Elkammar, CEO
Viahub Communications Corporation
556 Atlantic Avenue, 2
Brooklyn, NY 11217 USA
Helena Doric, COO
Viahub Communications Corporation
J.J. Strossmayera 341
31000 Osijek, Croatia (object A-15)
Re: Retraction of Notice of Termination of the Messaging Technology Services Agreement
dated December 9, 2019 and Continued Notice of Breach
September 20, 2023
Dear Mr. Haber:
Syniverse is in receipt of your letter dated September 18, 2023, regarding the Messaging Technology
Services Agreement dated December 9, 2019 (the “Agreement”) between Viahub Communications
Corporation ("Viahub") and Syniverse Technologies, LLC ("Syniverse"). Your letter was received on
September 19, 2023.
Upon further review of Section 22.1(a) of the Agreement, Syniverse acknowledges and agrees that
Viahub was entitled to a cure period of thirty (30) business days from the date of its receipt of written
notice of its breach. As such, Syniverse agrees that Viahub would have had until September 20, 2023,
to accomplish the migration of at least fifty-nine percent (59%) of its messaging traffic1 to the Messaging
Hub Service, which constitutes a period of nine (9) additional business days from the cure date
previously calculated by Syniverse. The miscalculation of the required cure period under the
Agreement as thirty (30) calendar days was a mistake made in good faith, and one that Syniverse
communicated to Viahub repeatedly via written letters on August 8, 2023, September 6, 2023, and
September 7, 2023. Syniverse notes the purported date of expiration of the cure period set forth in
those letters was not challenged by Viahub in its letter dated August 29, 2023.
Please consider this a formal modification to the termination letter sent on September 7, 2023 and
official notice that the Services will be turned on before midnight EST as of the date of this letter. Also
enclosed is a credit note to address the termination fee previously issued in error.
1Pursuant to Schedule 8 of the Agreement, Milestone 6 requires Viahub to move 59% of messaging traffic to the Messaging Hub
Service on or before “Milestone 5 + 1 month” which is September 7, 2023.
1
Notwithstanding the above, Syniverse reiterates its previously communicated legal position that
Viahub remains in breach of the terms of the Agreement. Accordingly, Viahub must remedy that breach
on or before midnight ESI on October 4, 2023, which represents nine (9) additional business days from
the date of this letter to account for the shortage in the previously miscalculated cure period plus an
additional one (1) day to account for overnight delivery of this letter via FedEx. To the extent Viahub's
breach is not remedied, and evidence in support of that remedy is not provided by midnight EST on
October 4, 2023, Syniverse will proceed with termination of the Agreement and will reissue the
associated invoice.
Syniverse is ready and willing to assist in the required migration of Viahub's messaging traffic, as has
been the case since Viahub executed the letter of acceptance for the Services on July 7, 2023. Syniverse
has continuously communicated its commitment to ensure the smooth and timely migration of the
traffic.
Syniverse sent a letter on July 19, 2023, requesting "information regarding which messaging customers
will be migrated, the likely volumes, and any additional operational points relevant to accomplish a
smooth migration of traffic" and further requesting "a monthly meeting to review how the traffic
migration progresses until all milestones are achieved." Instead of providing that information and
actively working to migrate the required traffic, Viahub's Chief Executive Officer, Dr. Ahmed Elkammar,
sent a series of letters dated July 24, 2023, August 1, 2023, and August 7, 2023, respectively,
communicating that Viahub did not intend to comply with its obligation to migrate the requisite
percentage of its messaging traffic by the required date.
Please note the absurdity of claiming "Syniverse prevented Viahub from completing the process of
transitioning messaging traffic to the Messaging Hub Services" when Viahub failed to request
assistance in migrating this traffic until September 6, 2023, at which time your client had been in breach
of its messaging traffic commitments for thirty (30) days, and Syniverse required only three (3) business
days to align resources to assist in that migration. The bulk migration of traffic and alignment of
associated resources cannot be accomplished without information and planning, which your client
understands well given the nature of its business.
Syniverse's demand that Viahub comply with its messaging traffic commitments is not a "bad faith
excuse to cover for its pre-determined decision to terminate the Agreement." It is the fundamental
contractual requirement attributable to your client that would ensure profitability of the Agreement for
Syniverse. The revenue share model of the Agreement means that the amount of traffic sent via the
Services directly correlates to the amount of revenue Syniverse receives as compensation for operating
a costly and complex services platform. Every day that Syniverse maintains operation of this platform
without the required traffic from your client is a day that Syniverse suffers damages in the form of actual
costs and lost fees attributable to your client.
2
Every letter from Viahub to Syniverse since acceptance of the Services has communicated a claimed
commitment to this Agreement, and simultaneously, a refusal to comply with the fundamental
requirements that form the basis of the partnership. Viahub's actions and communications have made
it very difficult for Syniverse to envision a positive and mutually beneficial partnership. I remain available
to discuss the possibility of amicably resolving these issues via a mutual termination and release of
claims.
Regards,
Rachel Jackson
Senior Vice President and General Counsel
Enclosure
cc: legal file
3
To: VIAHUB SMS PROVIDER HUB Invoice Number: 20231075170
ATTN: HELENA DORIC, COO, MOBILE #38591672116 Invoice Date: 20-Sep-2023
J.J.STROSSMAYERA 341 (OBJEKT A-15) Account #: 12650
OSIJEK, CROATIA 31000 Due Date: 20-Oct-2023
CREDIT MEMO - TERMINATION FEE - MIN REVENUE SHARE (USD 1,500,000.00)
Lockbox Remittance
Syniverse Technologies LLC
12094 Collections Center Drive
Chicago, IL 60693
ACH Payment
Beneficiary Name: Syniverse Technologies LLC
Beneficiary Account Number: 003448897209
Bank ABA: 063100277
Bank Name: Bank of America
Bank Address: 101 E Kennedy Blvd, Suite 500, Tampa FL 33602
Wire Transfer Payment
Beneficiary Name: Syniverse Technologies LLC
Beneficiary Account Number: 003448897209
Bank ABA: 026009593
Bank Swift: BOFAUS3N
Bank Name: Bank of America
Bank Address: 101 E Kennedy Blvd, Suite 500, Tampa FL 33602
To ensure timely and accurate application of your payment, please send your payment remittance to
[email protected]. Please be sure to include both the invoice number(s) and amounts being paid.
For questions concerning your invoice, please contact (USD 1,500,000.00)
[email protected]. Please include your account number, invoice
number and a summary of your inquiry.
Remit To:
Syniverse Technologies LLC
12094 Collections Center Drive
Chicago, IL 60693
Tax ID: 06-1262301
Syniverse Technologies LLC
Company Name: VIAHUB SMS PROVIDER HUB 20-Sep-2023
Company Number: 12650 September 2023
Product: CREDIT MEMO - TERMINATION FEE - MIN REVENUE SHARE
CREDIT MEMO - TERMINATION FEE - MIN REVENUE SHARE (USD 1,500,000.00)
CREDIT MEMO - TERMINATION FEE - MINIMUM REVENUE SHARE
AUGUST 2023 - INVOICE # 20230994255
Syniverse Proprietary and Confidential
