Exhibit 4.5
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
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This Agreement is entered into by and between ▇.▇. ▇▇▇▇▇▇ Group, Inc. ("IWMG")
and SPEEDCOM Wireless Corporation ("SPWC"). On the 25th day of June, 2001, the
parties mutually agree as follows:
Whereas, SPWC acknowledges an indebtedness to IWMG for accrued retainer,
expenses and costs incurred by IWMG in the performance of certain consulting
services, and
Whereas, the parties desire to settle said indebtedness in full and final
settlement of any such claim or dispute,
Now, Therefore, SPWC and IWMG covenant and agree as follows:
1. SPWC agrees to pay IWMG $40,000 in cash, payable $10,000 on June 29
plus $10,000 per month on or before the 15th of July, August and
September, plus 135,000 warrants at $3.25. The term of the warrants
shall be two (2) years. Unless registering such warrants would prevent
a financing from closing, the warrants shall be registered in the next
registration statement filed by SPWC.
2. The original Agreement between the parties for consulting services is
terminated an no compensation or equity from that agreement shall be
paid other than pursuant to this Agreement.
3. SPWC shall have a 120-day option to reinstate IWMG under the terms of
the original Agreement.
Upon receipt of the compensation in item 1, each party forever
releases, waives and discharges the other party with respect to any
claim, debt, or dispute arising out of or pertaining to any monies due
or alleged to be due from one party or the other. This release is
intended to be a full and final settlement of all claims, disputes and
demands and satisfaction of any alleged indebtedness from one party to
the other and any and all other claims or causes of action from the
beginning of time to the date of this Agreement. In the event of any
litigation arising out of or pertaining to this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief provided by law. This Agreement shall be
governed by the laws of the State of California and the venue for any
action shall be the State of California, County of Orange.
In Witness Whereof, the parties hereto have signed this Agreement on the
date and year first appearing above.
SPEEDCOM Wireless Corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Its: CFO
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▇.▇. ▇▇▇▇▇▇ Group, Inc.
By:________________________
Its:_______________________
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