Exhibit 10.1


 





SETTLEMENT AGREEMENT AND STIPULATION


 


THIS SETTLEMENT
AGREEMENT and STIPULATION dated as of January 28, 2014 by and between ERF Wireless, Inc. ("ERF" or the "Company"),
a corporation formed under the laws of the State of Nevada, and CP US INCOME GROUP, LLC ("CP US"), a Nevada Limited Liability
Company.


 


BACKGROUND:


 


WHEREAS,
there are bona fide outstanding liabilities of the Company in the principal amount of not less than $150,000.00; and


 


WHEREAS, these
liabilities are past due; and


 


WHEREAS, CP US 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,CP
US 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 $150,000.00.


 


"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 Sarasota County, Florida.


 


"DISCOUNT"
shall mean forty (40%) percent.


 


"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.


 


"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).


 






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"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 CP US pursuant to Section 3(b)(iii). Any period of suspension of the Valuation Period shall be established
by means of a written notice from CP US to the Company.


 


2.     Fairness
Hearing. Upon the execution hereof, Company and US 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").


 


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


 






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a.     In
settlement of the Claims, Company shall initially issue and deliver to CP US , 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 percent (40%) discount to market (the
total amount of the claims multiplied by 40%) 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"). The Company shall also issue to CP US, on the initial issuance date, ten thousand (10,000) shares as a
settlement fee.


 


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 CP US '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 CP US's account and are available for sale by CP US shall be referred to as the "Issuance Date". In the
event that Company is delinquent on issuance of shares of stock to CP US pursuant to the terms and conditions of this Section
3 within five 5 business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement
Agreement, then upon demand of CP US, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to CP
US, until said delinquency is cured.


 






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c.     During
the Valuation Period, the Company shall deliver to CP US, 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.     Notwithstanding
anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned
by CP US 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 CP US , or deemed beneficially owned by CP US , would result in CP US 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 .0001.


 






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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 CP US's right and
title to any securities heretofore issued to it by Company or any subsidiary of Company.


 


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


 


a.     There
are One Billion (1,000,000,000) shares of Common Stock of the Company authorized, of which approximately One Hundred and
Sixty Thousand (160,000) Shares of Common Stock are issued and oustanding; and approximately Nine Hundred Ninety Nine Million
Eight Hundred Forty Thousand (999,840,000) 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 hV°. and clear of all liens, encumbrances and preemptive and similar
rights to subscribe for or purchase securities;


 






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


 


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, One Million (1,000,000) 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
pursuant to this agreement and Company's obligations are otherwise fully satisfied.;


 


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 CP US 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 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;


 


1.     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 CP US
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


 


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;


 






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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 CP US 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 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 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.


 


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 CP US are acting and has acted in an arms-length capacity.


 






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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"). 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 CP US in the form and mode of delivery as required by
Paragraphs 2, 3, 4 and 6 herein or otherwise fail in any way to materially fully comply with the provisions thereof;


 


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


 


c.     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 CP US , 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 CP US , unless otherwise agreed by written
agreement of the parties;


 






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d.     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 CP US, 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
CP US, unless otherwise agreed by written agreement of the parties. In said event, CP US 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, 1 through 2.


 


9.     Information. Company
and CP US 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 CP US 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.


 






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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.


 


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 given the opportunity and the recommendation to be represented by independent counsel
of its choice in connection with the negotiation and execution of this Agreement, if either side decides not to seek counsel,


 


14.     Repurchase.
Notwithstanding any other agreement or term in this Settlement Agreement and Stipulation, at any time prior to the full $150,000
Settlement Amount being converted into ERF Wireless common stock ERF Wireless shall have the irrevocable right to repurchase any
or all unconverted amount of the $150,000 Settlement Amount by notifying CP US 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 as the full repurchase price of the unconverted portion of the $150,000 Settlement Amount.


 






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15.     Indemnification.
Company shall indemnify, defend and hold CP US 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.


 


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.


 


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.


 






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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 State Court sitting in Sarasota
County, Florida.


 


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 CP US
'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)CP US 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.


 






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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):


 


Company:


 


EFR 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


 


CP US Income Group, LLC


Attn: Samuel Oshana


1428 Brickell


Miami, Florida 33141


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.


 





CP US Income Group, 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	$7,500.00
	 	 	 
	Angus Capital Partners	Portion of Promissory Note	$142,500.00




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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