Exhibit 10.5
FORBEARANCE AGREEMENT
Agreement dated as of July 21, 2005 by and between Xxxxx, Xxxxxxxx &
Xxxxxx LLP ("BJW") and R Wireless,
Inc. ("Wireless"),
W I T N E S S E T H :
WHEREAS, Wireless is indebted to BJW in the amount of $215,113.20
("Indebtedness") for services rendered and expenses incurred over a period of
years through December 9, 2002 after giving effect to the waiver of $.05 for
rounding purposes; and
WHEREAS, BJW has forborne from seeking collection of the Indebtedness
as it has been due over the years and is willing to continue to forbear
collection on the terms hereof; and
WHEREAS, to compensate BJW for its prior forbearance and continuing
forbearance, Wireless wishes to issue BJW a Warrant dated the date hereof for
1,434,088 shares of Wireless common stock exercisable at $0.15 per share in the
form attached hereto as Exhibit A ("Warrant"), and BJW is willing to accept the
Warrant, which gives it the possibility of future compensation, in lieu of
current or other compensation arrangements for such forbearance;
NOW, THEREFOR, in view of these premises the parties hereto agree as
follows:
1. BJW hereby waives $.05 of the amount owed to it for services.
2. Wireless hereby delivers the Warrant, which has been duly authorized
and executed, to BJW.
3. BJW hereby agrees that the Warrant is accepted in consideration for
its past forbearance in seeking to collect or collecting the Indebtedness and as
further consideration for forbearing from seeking to collect or collecting the
Indebtedness for a further period of eighteen months from the date hereof.
4. If Wireless shall file a registration statement under the Securities
Act of 1933 for any of its securities on Form X-0, Xxxx X-0 or another form that
would be appropriate for registration of the Warrant and/or the securities
issuable upon exercise of the Warrant, Wireless will include the Warrant and
such securities therein to the extent that the form is appropriate for
registration thereof, PROVIDED, HOWEVER, that if such registration is filed in
connection with an underwritten offering of Wireless securities, inclusion of
the Warrant and such securities will be delayed for such period, not to exceed
six months, as the underwriters of such offering may determine is necessary or
desirable in connection with such offering.
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IN WITNESS HEREOF, the parties hereto have executed this Agreement as
of the date first above stated.
XXXXX, XXXXXXXX & XXXXXX LLP
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, a general partner
R WIRELESS, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Chairman and
Chief Executive Officer
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