ex10_5.htm


    
      
        

      
Exhibit 10.5

     

    SECURED
PARTY

    GENERAL CONVEYANCE AND BILL
OF SALE

     

    KNOW ALL
MEN BY THESE PRESENTS that pursuant to their rights as a secured party under (a)
that certain Securities Purchase Agreement dated as of November 7, 2006 (as
amended, modified, supplemented and/or restated from time to time, the “Securities Purchase
Agreement”) between Laurus Master Fund, Ltd. (“LMF”), Valens U.S.
SPV I, LLC, as partial assignee of LMF (“Valens” together with
LMF, “Grantor”), and
iBroadband, Inc. (“iBroadband”), (b)
that certain Master Security Agreement dated as of November 7, 2006 (as amended,
modified, supplemented and/or restated from time to time, the “Master Security
Agreement”) by and among iBroadband, iBroadband Networks, Inc. (“Networks”),
iBroadband of Texas, Inc. (“Texas” and together
with Networks, the “Debtors” and each a
“Debtor”) and
Grantor and (c) the Related Agreements (as defined in the Securities Purchase
Agreement)(the Securities Purchase Agreement, Master Security Agreement and
other Related Agreements, collectively, the “Documents”), and
pursuant to and in exercise of its rights as a secured party under the Uniform
Commercial Code as enacted in the State of New York (the “UCC”) and under other
applicable law, for and in consideration of the assumption by Rapid Link,
Incorporated (“Rapid
Link”), Telenational Communications, Inc. (“Grantee”) and One
Ring Networks, Inc. (“One Ring” and
together with Rapid Link and Grantee, collectively, the “Obligors”), on the
date hereof, pursuant to and subject to the terms of an Assumption Agreement
among Grantor and Obligors, of certain of the obligations of iBroadband under
the Documents in an aggregate amount of $2,518,596.39, without counterclaim,
deduction, offset, recoupment or other charge or reduction (the “Purchase Price”), the
receipt and sufficiency of which are hereby acknowledged, and for other good and
valuable consideration, Grantor hereby grants, assigns, transfers, conveys and
sets over to Grantee all of the Debtors’ rights in Collateral (as such term is
defined in the Master Security Agreement)(collectively, the “Conveyed
Property”).

     

    TO HAVE
AND TO HOLD the same unto Grantee, its successors and assigns.

     

    Grantee
acknowledges by its acceptance of this Secured Party General Conveyance and Bill
of Sale (this “Bill of
Sale”) that, except as specifically set forth herein in this Bill of
Sale, Grantee is accepting from Grantor all of each Debtor’s rights in and to
the Conveyed Property “AS IS” and “WHERE IS” and without any implied or
expressed representation, warranty or covenant, including without limitation any
warranty (a) as to the merchantability, fitness or adequacy for any purpose or
use, quality, productiveness or capacity of any or all of the Conveyed Property,
and/or (b) relating to title, possession, quiet enjoyment or the like in the
disposition of any or all of the Conveyed Property pursuant to this Bill of Sale
(the “Disposition”).

     

    Except as
specifically set forth herein, Grantor represents, warrants and covenants to
Grantee that Grantee shall be vested with all of each Debtor’s rights in the
Conveyed Property to the full extent permitted by UCC Section 9-617 free and
clear of (a) Grantor’s security interests, (b) subordinate security interests
and (c) other subordinate liens, other than liens created under the laws of the
State of New York that are not to be discharged.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
grant, transfer, assignment and conveyance of the Conveyed Property is not
intended to confer upon Grantee any rights or duties as a secondary obligor as
set forth in UCC Section 9-618.

     

    In the
event that any representation, warranty or covenant of Grantor set forth in the
immediately preceding paragraph of this Bill of Sale with respect to any part of
the Conveyed Property is breached, Grantee acknowledges and agrees that its sole
remedy shall be, as determined by Grantor in Grantor’s sole and absolute
discretion, (a) for Grantor to pay Grantee’s actual damages not to exceed the
Purchase Price, (b) for Grantor to reduce the obligations of Grantee to Grantor
in such amount as is attributable to the specific part of the Conveyed Property
as to which such representations, warranties or covenants were breached, or (c)
for the parties to unwind the Disposition by (i) Grantor’s forgiving the full
amount of the Purchase Price and (ii) Grantee’s revesting title to the Conveyed
Property, in Grantor’s sole discretion, (A) in the Debtors, as applicable,
subject to Grantor’s liens and security interests or (B) in
Grantor.  In no event shall Grantor be liable for consequential,
special and/or punitive damages.  Grantor shall be entitled to notice
of any third party claim against Grantee for which Grantee may assert a claim
against Grantor pursuant to this paragraph, and Grantor shall be afforded an
opportunity to defend any such third party claim at Grantor’s
expense.  Grantee shall cooperate in the defense of any such third
party claim.  Grantor may, in its sole discretion, at any time after
having elected to so defend any such third party claim, choose to discontinue
such defense provided that Grantor then provides Grantee a remedy as set forth
in the first sentence of this paragraph.

     

    Grantee,
by accepting this Bill of Sale, agrees to comply with all federal, state and
local laws and regulations having force of law which apply to Grantee’s removal
of and use of the Conveyed Property sold under this Bill of Sale, and agrees to
pay, or provide for payment of, all sales, use, personal property, transfer or
other taxes incident to this sale, conveyance and Disposition.

     

    Grantee
hereby indemnifies and holds Grantor harmless from and against any and all
liability, loss, cost and expense incurred by Grantor arising in any manner
whatsoever out of sales and/or other taxes which are required to be paid by
Grantee as transferee in connection with the sale, conveyance and disposition of
the assets contemplated hereby.

     

    This Bill
of Sale shall inure to the benefit of, and be enforceable by, Grantee and
Grantor and their respective successors and assigns.  This Bill of
Sale and any claim or dispute of any kind or nature whatsoever arising out of or
in any way relating to this Bill of Sale, directly or indirectly, shall be
governed by and construed in accordance with the laws of the State of New York
without regard to any choice-of-law principle that would dictate the application
of the laws of another jurisdiction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    At any
time and from time to time, upon written request by Grantee and at Grantee’s
sole expense, Grantor shall promptly and duly execute and deliver any and all
such further instruments and documents and take such further action as the
Grantee may request to obtain the full benefits of this Bill of
Sale.

     

    This Bill
of Sale may be executed in any number of counterparts, but all of such
counterparts shall together constitute but one and the same
agreement.  Any signature delivered by facsimile transmission or PDF
file shall be deemed to be an original signature hereto.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, Grantor has caused this Secured Party General Conveyance and
Bill of Sale to be duly executed this 11th day of July, 2008.

     

    
      	 
      	
              LAURUS
      MASTER FUND, LTD.

            
	 	 
	 
      	
               

            	By:	
              Laurus
      Capital Management, LLC, its investment manager

            
	 	 	 
	 
      	
              By:

            	 
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            
	 
      	 
      	 
      
	 	 	 
	 
      	
              VALENS
      U.S. SPV I, LLC

            
	 	 
	 
      	
               

            	
              By:

            	
              Valens
      Capital Management, LLC, its investment manager

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

     

    
      SIGNATURE
PAGE TO SECURRED PARTY

      GENERAL
CONVEYANCE AND BILL OF SALE

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              STATE OF NEW YORK

            	
              )

            	 
      
	 
      	
              )

            	
              ss.:

            
	
              COUNTY OF NEW YORK

            	
              )

            	 
      


    

     

    On July
___, 2008, before me personally came _____________________________, to me known,
who being by me duly sworn, did depose and say that he/she is
____________________ of Laurus Capital Management, LLC, the entity described in
and which executed the foregoing instrument; and that he/she was duly authorized
by such entity to do so on behalf of such entity.

     

    
      	 	 
	 	Notary
    Public


    

     

    
      	
              STATE OF NEW YORK

            	
              )

            	 
      
	 
      	
              )

            	
              ss.:

            
	
              COUNTY OF NEW YORK

            	
              )

            	 
      


    

     

    On July
___, 2008, before me personally came _____________________________, to me known,
who being by me duly sworn, did depose and say that he/she is
____________________ of Valens Capital Management, LLC, the entity described in
and which executed the foregoing instrument; and that he/she was duly authorized
by such entity to do so on behalf of such entity.

     

    
      	 	 
	 	Notary
    Public


    

    
       

      SIGNATURE
PAGE TO SECURRED PARTY

      GENERAL
CONVEYANCE AND BILL OF SALE

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ACCEPTED
AND AGREED TO:

     

    
      TELENATIONAL
COMMUNICATIONS, INC.

       

       

    

    
      	
              By:

            	
               

            	 
	 
      	
              Name:

            	 
	 
      	
              Title:

            	 


    

    


    
      	 
      
	
              STATE OF

            	
              )

            	 
      
	 
      	
              )

            	
              ss.:

            
	
              COUNTY OF

            	
              )

            	 
      


    

     

    On July
___, 2008, before me personally came _____________________________, to me known,
who being by me duly sworn, did depose and say that he/she is
____________________ of Telenational Communications, Inc., the entity described
in and which executed the foregoing instrument; and that he/she was duly
authorized by such entity to do so on behalf of such entity.

     

    
      	 	 
	 	Notary
    Public