EXHIBIT 10.45


 


 





DATED: 16 - August -  2012


 


 


 


 


 


VelaTel Global Communications, Inc

7L Capital Partners Emerging Europe LP

Kerseyco Trading Limited

Verica Radovic

Angelina Jevtic

Nikola Zelic

Zivana Olbina and

CLEARCON D.O.O.


 


 


 


 


 


 


 






 


TERMINATION
OF STANDBY BUSINESS AGREEMENT


 


 






 


 


 


 






    	



    	 	



    
 


THIS
TERMINATION AGREEMENT (the "Agreement") is made and entered into as a deed on the 16th day of August 2012


 


BETWEEN:


 


1.          
VelaTel Global Communications, Inc., a United States ("US") corporation, organized under the laws of the state of
Nevada, with a principal place of business at 5950 La Court Place, Suite 160, Carlsbad, California duly and legally represented
by Kenneth Hobbs, its Vice-President ("VelaTel");


 


2.          
7L Capital Partners Emerging Europe LP a limited partnership incorporated in Guernsey, having its registered office in Guernsey,
Carinthia House, 9-12 The Grange, St. Peter Port, GY1 4BF, duly and legally represented by Mr. Salvator Levis ("7LCPEELP");


 


3.          
Kerseyco Trading Limited, a company incorporated in Cyprus and having its registered office in Cyprus (Agapinoros 2, Iris Tower,
7th Floor Flat/Office 702 Nicosia) duly and legally represented by Mr. Aristides C. Fronistas ("Kerseyco");


 


4.          
Verica Radovic


 


5.          
Angelina Jevtic


 


6.          
Nikola Zelic


 


7.          
Zivana Olbina and


 


8.          
CLEARCON D.O.O. (formerly: SECI
D.0.0.). Beograd


 


(Each and all of the aforementioned
referred to individually as a "Party" and collectively as the "Parties")


 


WHEREAS:


 


		(A)	The Parties have entered into a Standby Business Agreement dated December 18, 2011 (the 'K-sBCA
") pursuant to the provisions of which VelaTel would acquire a certain equity interest in Kerseyco in exchange for the implementation
by VelaTel of the Investment as the relevant term is defined in the K-sBCA.
	 	 	 



		(B)	Further to RATE L's (the Serbian Telecommunications Regulator) decision, issued on July 10, 2012,
pursuant to which RATEL declined the request of Kerseyco's operating subsidiary VeratNet to replace the existing equipment with
new equipment on its network in accordance with the current allocation plan for the 3,410-3,600 MHz band, the Investment has been
frustrated and cannot be implemented.
	 	 	 



		(C)	Further to the above the Parties have agreed to terminate the K-sBCA in accordance with the provisions of this Agreement.



 


IT IS HEREBY AGREED as follows:


 


1.          
  Definitions


 


Capitalised terms not defined in this
Agreement shall have the meanings ascribed to them in the K-sBCA.


 


2.          
  Termination


 


The Parties hereby agree
to terminate the K-sBCA with effect from the date of this Agreement and each and every party discharges and releases the
other parties from all their corresponding obligations and waive fully and unconditionally any rights emanating from the
K-sBCA.


 



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3.          
  General


 


3.1          
This Agreement and any non-contractual
obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the
laws of Cyprus.


 


3.2          
Each of the parties to this Agreement
irrevocably agrees that any dispute or claim arising out of or in connection with this Agreement, including any dispute or
claim regarding its existence, validity or termination or any dispute or claim regarding any non-contractual obligation
arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration under the rules
of arbitration of the United Nations Commission on International Trade Law (UNCITRAL, which rules are deemed to be
incorporated by reference into this Clause. The number of arbitrators for any such arbitration shall be three, the seat, or
legal place, of arbitration shall be Cyprus and the language to be used in the arbitral proceedings shall be English.


 


3.3          
This Agreement may be executed in any
number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the
counterparts shall together constitute one and the same agreement.No counterpart shall be effective until each party
has executed at least one counterpart. Delivery of a facsimile or electronic image copy of any counterpart shall be as
effective as an original.


 


EXECUTED on the date first
set out above.


 


 


 


VELATEL GLOBAL COMMUNICATIONS, INC


 


By: /s/ Kenneth Hobbs


Name: Kenneth Hobbs


Title:Vice-President


 


 


 


KERSEYCO TRADING LIMITED


 


By: /s/ Aristides
C. Fronistas


Name: Aristides C. Fronistas


Title:Authorized Signatory


 






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7L CAPITAL RTNERS
EMERGING EUROPE LIMITE


 








By: /s/ Aristides
C. Fronistas


Name: Aristides C. Fronistas


Title:Authorized
Signatory


 


 


 





	 	 	 
	VERICA RADOVIC	 	ANGELINA JEVTIC
	 	 	 
	 	 	 
	NIKOLA ZELIC	 	ZIVANA OLBINA
	 	 	 
	 	 	 
	CLEARCON D.O.O.	 	 




 


 


By: __________________________________


Name:


Title:


 


 


 


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