Exhibit 10.3


 


SETTLEMENT
AGREEMENT AND STIPULATION


 


THIS
SETTLEMENT AGREEMENT and STIPULATION dated as of April 24, 2014 by and between ERF Wireless, Inc. ("ERF" or the "Company"),
a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC ("IBC"), a Nevada Limited Liability Company.


 


BACKGROUND:


 


WHEREAS,
there are bona fide outstanding Liabilities of the Company in the principal amount of not less than $172,500.00; and


 


WHEREAS, these Liabilities are past due; and


 


WHEREAS,
IBC acquired such Liabilities on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however
to the agreement of the Company and compliance with the provisions hereof; and


 


WHEREAS,
IBC and ERF desire to resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule
A annexed hereto (hereinafter collectively referred to as the "Claims").


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.     Defined
Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


"AGREEMENT" shall have the meaning specified
in the preamble hereof.


 


"CLAIM AMOUNT" shall mean $172,500.00.


 


"COMMON
STOCK" shall mean the Company's common stock, $.001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 






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"COURT"
shall mean Circuit Court within the Twelfth Judicial Circuit, Florida. "DISCOUNT" shall mean forty-two (42%) percent,
subject to paragraph 3(b) herein. "DTC" shall have the meaning specified in Section 3b.


 


"DWAC"
shall have the meaning specified in Section 3b.


 


"FAST"
shall have the meaning specified in Section 3b.


 


"MARKET
PRICE" on any given date shall mean the lowest Sale Price during the Valuation Period.


 


"PRINCIPAL MARKET" shall
mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, QB marketplace, the American
Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common
Stock.


 


"PURCHASE
PRICE" shall mean the Market Price during the Valuation Period (or such other date on which the Purchase Price is calculated
in accordance with the terms and conditions of this Agreement) less the product of the Discount and the Market Price.


 


"SELLER"
shall mean any individual or entity listed on Schedule A, who originally owned the Claims.


 


"TRADING
DAY" shall mean any day during which the Principal Market shall be open for business.


 


"TRADING PERIOD" shall mean Trading
Days during the Valuation Period.


 






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"TRANSFER
AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company's appointment of any such substitute or replacement transfer agent).


 


"VALUATION
PERIOD" shall mean the ten (10) day Trading Period preceding the share request inclusive of the day of any Share Request pursuant
to this agreement (the "Trading Period"); provided that the Valuation Period shall be extended as necessary in the event
that (1) the Initial Issuance is delivered in more than one tranches pursuant to Sections 3(a) and 3(e), and/or (2) one or more
Additional Issuances is required to be made pursuant to Section 3(d) below, in which case the Valuation Period for each issuance
shall be extended to include additional trading days pursuant to such issuance. The Valuation Period shall begin on the date of
any Share Request pursuant to this Agreement, but shall be suspended to the extent that any subsequent Initial Issuance tranche
and/or Additional Issuance is due to be made until such date as such Initial Issuance tranche and/or Additional Issuance is delivered
to IBC pursuant to Section 3(b)(iii). Any period of suspension of the Valuation Period shall be established by means of a written
notice from IBC to the Company.


 


2.     Fairness
Hearing. Upon the execution hereof, Company and IBC agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the
"Act"), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness
of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This

Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto
as Exhibit A (the "Order").


 






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3.     Settlement
Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company
of the Stipulation of Dismissal (as defined below) subject to paragraph 7 herein, Company shall issue and deliver to IBC shares
of its Common Stock (the "Settlement Shares") as follows:


 


a.     In settlement of the Claims, Company shall initially issue and deliver to IBC, in one or more tranches as necessary subject
to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations
as set forth below, sufficient to satisfy the compromised amount at a forty-two percent (42%) discount to market (the total amount
of the claims divided by 58%) subject to paragraph 3(b) herein, based on the market price during the valuation period as defined
herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement
shares").


 


b.     No later than the first business day following the date that the Court enters the Order, time being of the essence, Company
shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock
transfer agent; and (ii) issue the Initial Issuance, as Direct Registration Systems (DRS) shares to IBC's account with the Depository
Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission
(DWAC) system, without any legends or restriction on transfer. The date upon which the first tranche of the Initial Issuance shares
have been received into IBC's account and are available for sale by IBC shall be referred to as the "Issuance Date".
In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and conditions of this Section
3 within five (5) Trading Days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement
Agreement, then the Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional
delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares have been received
by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and
Stipulation.


 






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c.     During
the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance
subject to paragraph 3(f) herein, that number of shares (the "Final Amount") with an aggregate value equal to (A)
the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares
to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current
existing number of shares outstanding as of the date of its execution.


 


d.     If
at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date,
Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such
additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"),
subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any
Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer
agent for cancellation.


 






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e.     Notwithstanding
anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by
IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially
owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would
be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder.
In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches.


 


f.     For
the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any
Share Request shall be rounded up to the nearest decimal place of .00001.


 


4.     Necessary
Action. At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to
take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further
instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and
complete the transactions contemplated hereby.


 


5.     Releases.
Upon receipt of all of the Settlement Shares for and in consideration of the terms and conditions of this Agreement, and except
for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit
and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated
corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the "Released
Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description,
whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have
against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect IBC's right and title
to any securities heretofore issued to it by Company or any subsidiary of Company.


 






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6.     Representations.
Company hereby represents, warrants and covenants to IBC as follows:


 


a.     There are One Billion (1,000,000,000) shares of Common Stock of the Company authorized, of which approximately One Million
One Thousand Seven Hundred Forty Three (1,001,743) Shares of Common Stock are issued and outstanding; and approximately Nine Hundred
Ninety Eight Million Nine Hundred Ninety Eight Thousand Two Hundred Fifty Seven (998.998.257) Shares of Common Stock are available
for issuance pursuant hereto;


 


b.     The
shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be duly and validly issued,
fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or
purchase securities;


 


c.     The shares will be exempt from registration under the Securities Act and issuable without any restrictive legend;


 






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d.     The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the
greater of the number of shares that could be issued pursuant to the terms of the Order and that it shall reserve at its transfer
agent, at a minimum, Fifteen Million (15,000,000) shares during the Valuation Period in order to ensure that it can properly carry
out the terms of this agreement, which may only be released to Company once all of the settlement shares have been delivered and
converted pursuant to this agreement and Company's obligations are otherwise fully satisfied or there has otherwise been a default
pursuant to the terms of this agreement;


 


e.     If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order,
Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order;


 


f.     The execution of this Agreement and performance of the Order by Company and IBC will not (1) conflict with, violate or
cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account
receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their
respective affiliates, that has not already been obtained;


 


g.     Without
limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims
requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court
other than this Court;


 


h.     The
Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement;


 






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i.     The
execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part
of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed
and delivered by Company;


 


j.     Company
did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company's common
stock or other securities;


 


k.     There
has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action
based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been
previously entered in any legal proceeding;


 


l.     There
are no taxes due, payable or withholdable as an incident of Seller's provision of goods and services, and no taxes will be due,
payable or withholdable as a result of settlement of the Claims;


 


m.     Seller
was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control,
controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated
under the Act;


 


n.     To
the best of the Company's knowledge, Seller is not, directly or indirectly, utilizing any of the proceeds received from IBC for
selling the Claims to provide any consideration to or invest in any manner in the Company or any affiliate of the Company;


 


o.     Company
has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading
in the Common Stock; and


 






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p.     Seller
will not, directly or indirectly, receive any consideration from or be compensated in any manner by, the Company, or any affiliate
of the Company, in exchange for or in consideration of selling the Claims;


 


q.     Company
represents that none of the services provided or to be provided which gave rise to the Claims were or are services related to
promoting the Company's Securities or that may be considered relations services;


 


r.     Company
represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written
contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed
by the Company to Seller;


 


s.     Company
acknowledges that IBC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible
in shares of the Company's common stock at a floating conversion rate tied to the current market price for the stock. The number
of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including,
but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period.
The Company's executive officers and directors have studied and fully understand the nature of the transaction contemplated by
this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in
its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges
that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the dilution such
issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further
given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur
below the par value of the Company's Common Stock.


 






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t.     None
of the transactions agreements or proceedings described above is party of a plan or scheme to evade the registration requirements
of the Securities Act and ERF and IBC are acting and has acted in an arms-length capacity.


 


7.     Continuing Jurisdiction. Simultaneously with the execution of this Agreement, the attorneys representing the parties
hereto will execute a stipulation of dismissal substantially in the form annexed hereto as Exhibit B (the "Stipulation of
Dismissal"). The parties hereto expressly agree that said Stipulation of Dismissal shall not be filed, but shall be held
in escrow by counsel for IBC Funds, LLC, until such time that Company has fully complied with all of its obligations under this
Settlement Agreement and Stipulation. In order to enable the Court to grant specific enforcement or other equitable relief in
connection with this Agreement, (a) the parties consent to the jurisdiction of the Court for purposes of enforcing this Agreement,
and (b) each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine
that might otherwise preclude injunctive relief to enforce this Agreement.


 


8.     Conditions Precedent/ Default


 


a.     If
Company shall default in promptly delivering the Settlement Shares to IBC in the form and mode of delivery as required by Paragraphs
2, 3, 4 and 6 herein or otherwise fail in any way to fully comply with the provisions thereof; 


 






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b.     If
the Order shall not have been entered by the Court on or prior to ninety (90) days after execution of this
agreement;


 


c.     If
the Company shall fail to comply with the Covenants set forth in Paragraph 14 hereof;


 


d.     If
Bankruptcy, dissolution, receivership, reorganization, insolvency or liquidation proceedings or other proceedings for relief under
any bankruptcy law or any law for the relief of debtors or other legal proceedings for any reason shall be instituted by or against
the Company; or if the trading of the Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal
Market; or trading in securities generally on the Principal Market shall have been suspended or limited; or, minimum prices shall
been established for securities traded on the Principal Market or eligible for delivery via DTC or DWAC; or the Common Stock is
not eligible or unable to be deposited for trade on the Principal Market; or the Common Stock is no longer eligible for book transfer
delivery via DWAC; or the Company is delinquent or has not made its required Securities and Exchange Commission filings; or there
shall have been any material adverse change (i) in the Company's finances or operations, or (ii) in the financial markets such
that, in the reasonable judgment of the IBC, makes it impracticable or inadvisable to trade the Settlement Shares; and such suspension,
limitation or other action is not cured within ten (10) trading days; then the Company shall be deemed in default of the Agreement
and Order and this Agreement shall be voidable in the sole discretion of IBC, unless otherwise agreed by written agreement of
the parties;


 






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e.     In
the event that the Company fails to fully comply with the conditions precedent as specified in paragraph 8 a. through d.
herein, then the Company shall be deemed in default of the agreement and IBC, at its option and in its sole discretion, may
declare Company to be in default of the Agreement and Order, and this Agreement shall be voidable in the sole discretion of
IBC, unless otherwise agreed by written agreement of the parties. In said event, IBC shall have no further obligation to
comply with the terms of this agreement and can thus opt out of making any remaining payments, if applicable, not previously
made to creditors as contemplated by the Claims Purchase Agreements as referenced in Schedule A.


 


9.     Information. Company and IBC each represent that prior to the execution of this Agreement, they have fully informed
themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them
except as expressly stated in this Agreement.


 


10.     Ownership and Authority. Company and IBC represent and warrant that they have not sold, assigned, transferred, conveyed
or otherwise disposed of any or all of any claim, demand, right, or cause of action, relating to any matter which is covered by
this Agreement, that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority
and has been duly authorized to enter into and perform this Agreement and that this Agreement is the binding obligation of each,
enforceable in accordance with its terms.


 


11.     No
Admission. This Agreement is contractual and it has been entered into in order to compromise disputed claims and to avoid
the uncertainty and expense of the litigation. This Agreement and each of its provisions in any orders of the Court relating to
it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission or concession as to
the merits of the Action or the liability of any nature on the part of any of the parties hereto except to enforce its terms.


 






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12.     Binding
Nature. This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and
heirs.


 


13.     Authority
to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective
entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further
represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and
execution of this Agreement, and that counsel has reviewed this Agreement.


 


14.     Repurchase.
Notwithstanding any other agreement or term in this Settlement Agreement and Stipulation, at any time prior to the full $172,500
Settlement Amount being fully converted into ERF Wireless common stock ERF Wireless shall have the irrevocable right to repurchase
any or all unconverted amount of the $172,500 Settlement Amount by notifying IBC, in writing, or any successor, of their intent
to repurchase within three days and requesting a "Payoff Amount". Within three days following such notification ERF
Wireless shall wire 120% of the Payoff Amount to IBC as the full repurchase price of the unconverted portion of the $172,500 Settlement
Amount.


 


15.     Indemnification.
Company shall indemnify, defend and hold IBC and its affiliates harmless with respect to all obligations of Company arising
from or incident or related to this Agreement, including, without limitation, any claim or action brought derivatively or by the
Seller or shareholders of Company.


 






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16.     Legal
Effect. The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this
Agreement and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith,
subject to the conditions stated herein, and each attorney represents that his or her client has freely consented to and authorized
this Agreement after have been so advised.


 


17.     Waiver
of Defense.Each party hereto waives a statement of decision, and the right to appeal from the Order after its entry. Company
further waives any defense based on the rule against splitting causes of action. The prevailing party in any motion to enforce
the Order shall be awarded its reasonably attorney fees and expenses in connection with such motion. Except as expressly set forth
herein, each party shall bear its own attorneys' fees, expenses and costs.


 


18.     Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed
valid and binding on each party when duly executed by all parties. Facsimile and electronically scanned signatures shall be deemed
valid and binding for all purposes. This Agreement may be amended only by an instrument in writing signed by the party to be charged
with enforcement thereof This Agreement supersedes all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof.


 


19.     Choice
of Law, Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor,
all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable
to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof.
Any action brought to enforce, or otherwise arising out of this Agreement shall be brought only in the Circuit Court sitting in
the Twelfth Judicial Circuit of Florida.


 






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20.     Exclusivity.
For a period of the later of one hundred eighty (180) days from the date of the execution of this Agreement or upon IBC's
final sale of all shares of stock issued pursuant hereto subsequent to final adjustment; (a) Company and its representatives shall
not enter into any exchange transaction under Section 3(a)(10) of the Securities Act nor directly or indirectly discuss, negotiate
or consider any proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having
an effect or result similar to the transactions contemplated hereby, and (b) IBC shall have the exclusive right to negotiate and
execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.


 


21.     Inconsistency.
In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith,
the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.


 


22.     NOTICES.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of


 


(a)     the date delivered, if delivered by personal delivery as against written receipt therefore or by confirmed facsimile transmission,


 


(b)     the seventh business day after deposit, postage prepaid, in the United States Postal Service by registered or certified
mail, or


 


(c)     the second business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,


 


in
each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as
such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):


 






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Company:


 


ERF Wireless, Inc.


Dr. H. Dean Cubley, CEO


2911 South Shore
Blvd.


Suite 100


League City, Texas 77573


Tel: 281-538-2101


Fax: 281-538-2121


Email:
hdc@erfwireless.com


 


with a copy to:


 


Michael G. Brown, Esquire


P.O. Box 19702


Sarasota, Florida 34237


941-780-1300 (phone)


941-296-7500 (fax)


Florida Bar No. 0148709


 


IBC Funds, LLC


Attn: Samuel Oshana


1170 Kane Concourse,
Suite 404


Bay Harbor, Florida
33154


Telephone: 786-218-4651


Email:
sam@ibcfunds.com


 


and


 


Charles N. Cleland, Jr., P.A.


2127 Ringling Boulevard, Suite 104


Sarasota, Florida 34237


(941) 955-1595 phone


(941)
953-7185 facsimile


Florida
Bar No. 0896195


ccleland@clelandpa.com
email


 






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IN
WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.


 


IBC Funds, LLC


 


 


By:__________________________


Name:________________________


Title:_________________________


 


 


 


ERF Wireless, Inc.


 


 


By: /s/ Dr. H. Dean
Cubley


Name: Dr. H. Dean Cubley


Title: CEO


 






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SCHEDULE A


 





	Name	Nature of Claim	Claim Amount
	 	 	 
	Pyrenees Investments, LLC	Invoice	$22,500.00
	 	 	 
	Angus Capital Partners	Portion of Promissory Note	$150,000.00




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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