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EXHIBIT 10.94
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SETTLEMENT AGREEMENT
NOW COMES AND APPEARS USURF America, Inc., a corporation organized under
the laws of Nevada (hereinafter "USURF'); USURF America (Alabama), lnc., a
corporation organized under the laws of the State of Alabama (hereinafter
"USURF Alabama"); Xxxx Xxxxxxx, III, of the full age of majority and
domiciled in the State of Alabama (hereinafter "Xxxxxxx"); and Xxxx
Xxxxxxx, of the full age of majority and domiciled in the State of Alabama
(hereinafter "Xxxxxxx").
1. On the 29th day of August, 1999, USURF, USURF Alabama, Xxxxxxx, Xxxxxxx
and Net 1, Inc. (hereinafter "Net 1") entered into an "Agreement and Plan
of Reorganization" (hereinafter the "Plan"). The stated purpose of the Plan
was the merger of Net 1 into USURF Alabama and the exchange of the stock
held by Xxxxxxx and Xxxxxxx in Net 1 for stock in USURF (hereinafter the
"acquisition stock").
2. The amount of acquisition stock transferred to Xxxxxxx and Xxxxxxx was
as follows:
Xxxxxxx 127,500 shares
Xxxxxxx 122,500 shares
(hereinafter the "Xxxxxxx shares" and the "Xxxxxxx shares").
3. A dispute has arisen by and between the parties regarding the
agreements that gave rise to the Plan and the registration of the
acquisition shares on behalf of Xxxxxxx and Xxxxxxx. This dispute has gone
into arbitration and is known as '"In the Matter of the Arbitration between
Xxxx Xxxxxxx, III -and- USURF America. Inc.," bearing No.71 168 00656 99
(hereinafter the "arbitration").
4. Now, in order to compromise and/or settle any and all claims between
the parties, their officers, agents, contractors or employees, whether
known or unknown. matured or un-matured, including but not limited to those
claims that may be related to the Plan, the implementation of the Plan, the
acquisition stock, or the arbitration, the parties hereto agree to the
following:
a. The acquisition of Net 1 by merger into USURF Alabama under the terms
of the Plan is hereby rescinded.
x. Xxxxxxx does hereby tender and return the Xxxxxxx shares to USURF and
Xxxxxxx does hereby tender and rerum the Xxxxxxx shares to USURF.
c. USURF agrees to issue to Xxxxxxx 202,500 shares (hereinafter the
"Xxxxxxx settlement shares") and to Xxxxxxx, in two certificates of 23,750
shares each, (hereinafter collectively the "Xxxxxxx settlement shares").
The consideration for the issuance of the Xxxxxxx settlement shares and the
Xxxxxxx settlement shares is the compromise and release of any and all
claims as described herein by and between the parties, the dismissal of the
arbitration with all parties bearing their own costs, the return of the
acquisition shares by Xxxxxxx and Xxxxxxx for cancellation by USURF, and
the rescission of the merger by and between Net 1 and USURF Alabama as
called for under the Plan.
d. USURF agrees to deliver to Xxxxxxx the Xxxxxxx settlement shares and to
Xxxxxxx the Xxxxxxx settlement shares within three (3) full business days
of the execution of this agreement. USURF further agrees that it will
register 100% of the Xxxxxxx settlement shares and the Xxxxxxx settlement
shares in the name of Xxxxxxx and Xxxxxxx, or their assignees, as part of
the registration statement that is currently being completed as of the date
of the making of this agreement.
x. Xxxxxxx agrees that upon registration of the Xxxxxxx settlement shares
that he will not sell his shares within the first sixty (60) days
subsequent to the registration other than to sell not more than one-third
(1/3rd) of the total number of the Xxxxxxx settlement shares as of the date
of the registration of the Xxxxxxx settlement shares and not more than
one-third (1/3rd) of the Xxxxxxx settlement shares within each month there
after for the following two (2) month from the date of the registration of
the Xxxxxxx settlement shares.
x. Xxxxxxx, for himself and on behalf of the holders of the Xxxxxxx
settlement shares, agrees that not more than ten thousand (10,000) shares
per day of the Xxxxxxx settlement shares will be sold for the first twenty
(20) days after the registration of the Xxxxxxx settlement shares.
g. USURF Alabama does hereby transfer, set over, and assign any and all
right, title and interest in and to all assets that comprises the property
belonging to USURF Alabama acquired in its merger with Net t under the
terms of the Plan to Net 1 Telecommunication Services, Inc., including but
not limited to, all furniture, fixtures and equipment currently in the
possession of Xxxxxxx, as well as any and all Internet service provider
agreements that USURF Alabama obtained and/or generated during
jts operation with its customer base.
x. Xxxxxxx agrees to assume and to hold Xxxxxxx, USURF and USURF Alabama
harmless from the obligation of the former Net 1 whether or not same may
have been assumed by USURF Alabama under the Plan to Regions Bank in the
approximately amount of FIFTY THOUSAND AND NO/100 ($50,000.00) DOLLARS as
of the date of this agreement.
x. Xxxxxxx assumes and agrees to hold Xxxxxxx, USURF and USURF Alabama
harmless from any and all other debt of the former Net 1 whether or not
same may have been assumed by USURF Alabama under the effectuation of the
Plan, or which has arisen since the effectuation of the Plan in the name of
Net 1 and/or USURF Alabama.
5. The parties further agree that all parties must approve the contents of
any and all public statements made by any party, their officers, agents
contractors and employees regarding this Agreement, such approval will not
be unreasonably withheld by any party.
6. The parties hereby state that this agreement sets forth the entirety of
their understanding, they hereby bind themselves, their successors and
assigns to the terms of this agreement and further state that the terms of
this agreement cannot be altered and/or modified with the consent,
expressed in writing, by all parties to the agreement.
7. The parties agree that upon the default byany party to this agreement
of any obligation assumed by a party to this agreement, the party to whom
the obligation was owed will give a fifteen (15) day written notice to the
defaulting party for the purposes of allowing the defaulting party to
undertake a cure of the default. For that purpose, notices shall be given
as follows:
USURF America, Inc. to: Xxxxxxx X. XxXxxx
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Baton Rouge, LA 70808
USURF America (Alabama), Inc. to: Xxxxxxx X. XxXxxx
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Xxxx Xxxxxxx, III to: Xxxxxx Xxxxx
Xxxxx, Pipes & Xxxx
P. 0. Xxx 0000
Xxxxxx, XX 00000-0000
Xxxx Xxxxxxx to: Xxxxx X. Xxxxxxx, XX
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
8. The parties agree that should this agreement be placed in the hands of
an attorney for the purposes of the enforcement of any of its terms or
provisions, the prevailing party shall be entitled, in addition to any
other relief that may be granted under the terms of this contract,
reasonable attorney's fees and all costs of the enforcement actions.
9. This agreement has been executed in multiple originals and is effective
against each party on the date inscribed next to the signature for that
party. Should all parties not execute the agreement with fifteen (15) days
of the date of the first execution by any party, then this agreement shall
be considered null and void.
Thus acknowledged on the date inscribed by each party.
USURF America, Inc.
Dated: 10/12/00
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx,
President
SWORN TO AND SUBSCRIBED, before me, Notary, on this 12 day
of October 2000.
/s/
Notary Public
USURF America (Alabama), Inc.
Dated: 10/12/00
By: /s/ Xxxxx X. Xxxxxx
SWORN TO AND SUBSCRIBED, before me, Notary, on this 12 day
of October 2000.
/s/
Notary Public
/s/ Xxxx Xxxxxxx, III
XXXX XXXXXXX, III
Dated: 10/13/00
SWORN TO AND SUBSCRIBED, before me, Notary, on this 13 day
of October 2000.
/s/
Notary Public
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
Dated: 10/13/00
SWORN TO AND SUBSCRIBED, before me, Notary, on this 13 day
of October 2000.
/s/
Notary Public
