Exhibit 10.6
R WIRELESS, INC.
and
XXXXX X. XXXXX
SERVICES SETTLEMENT AGREEMENT
August 1, 2005
This Services Settlement Agreement ("Agreement" dated August 1, 2005)
by and between RWireless, Inc. ("Wireless") and Xxxxx X. Xxxxx ("Xxxxx"),
W I T N E S S E T H
WHEREAS, Wireless has accounts payable to Xxxxx for legal services and
expenses as follows:
1. $6,888.22 ("6,888.22 Payable") representing the balance of a
statement for legal services rendered and expenses posted in February 2003,
rendered under a statement from Xxxxx, Xxxxxxxx & Xxxxxx LLP ("BJW") but
reflecting independent work by Xxxxx during a period prior to Xxxxx joining
Xxxxxxx Xxxxxxxxx Young & Xxxxxxx, LLC ("HSYR") and after December 31, 2002,
when BJW ceased providing legal services as a firm;
2. $36,494.21 ("$36,494.21 Payable") representing statements rendered
by HSYR for the period March 1, 2003 through June 30, 2005, all of which accrued
to Xxxxx under his arrangements with HSYR; and
3. $10,000 ("$10,000 Payable", which with the $6,888.22 Payable and the
$36,494.21 Payable, aggregating $53,382.43, are collectively referred to herein
as the "Total Payable") representing an accountable retainer for Xxxxx in
connection with legal services and expenses in connection with advising
Wireless; and
WHEREAS, Wireless wishes to pay Xxxxx $6,888.22 in satisfaction of the
$6,888.22 Payable and issue shares of its common stock ("Common") in
satisfaction of the $36,494.21 Payable and the $10,000 Payable on the basis of
$.10 a share, or a total of 464,942 shares ("Settlement Shares"), resulting in
full satisfaction of the Total Payable;
NOW, THEREFORE, in consideration of the premises, Wireless and Xxxxx
hereby agree as follows:
1. Xxxxx represents and warrants that he has full and sole ownership
and title to each of the $6,888.22 Payable, the $36,494.21 Payable and the
$10,000 Payable;
2. Wireless hereby delivers a check for $6,888.22 to Xxxxx in
satisfaction of the $6,888.22 Payable and instructs its transfer agent to
deliver to Xxxxx a certificate or certificate in such denominations as Xxxxx may
specify to the transfer agent ("Certificate") for the 464,942 Settlement Shares
of its original issue Common in satisfaction of the $36,494.21 Payable and the
$10,000 Payable. Upon payment of the check and receipt of the Certificate, Xxxxx
acknowledges full satisfaction of the Total Payable.
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3. To the extent Xxxxx'x legal services and expenses (which he will
xxxx through HSYR) on these matters for which he will have received 100,000
shares of Common in settlement of the $10,000 Payable, Xxxxx will return such
shares to Wireless on the basis that one share of Common equals $.10 of the
amount by which such services and expenses are less than $10,000.
4. Xxxxx agrees to the provisions of Section 2.5 and 2.6 of the warrant
("Warrant") issued today to BJW as if (a) he were BJW, (b) the references to
Warrant or Warrants were to a share or shares of Common being issued pursuant
hereto, and (c) references to a certificate or certificates representing the
Warrants were to the Certificate.
5. Wireless will include as promptly as practicable the Settlement
Shares in a Form S-8 to the extent such inclusion is legally proper, preparing a
reoffer prospectus for the Settlement Shares to the extent required for their
resale. To the extent such inclusion is not legally proper, Wireless will
include the Settlement Shares in a registration statement on the same basis
provided for the securities issuable upon exercise of the Warrant as provided in
the Forbearance Agreement between Wireless and BJW of this date.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
R WIRELESS, INC.
By: /S/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chairman and Chief Executive Officer
/S/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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