Exhibit 10.4


 





CLAIM PURCHASE AGREEMENT


 


This Claim Purchase Agreement ("Agreement")
is entered into effective as of the date of full execution ("Effective Date"), by and between IBC Funds, LLC ("Purchaser"),
and the Creditor identified below ("Creditor"). Purchaser and Creditor (each, a "Party" and, together, the
"Parties") agree as follows with respect to the outstanding debt owed to Creditor by the Company named below ("Company"):


 


Company Name: ERF Wireless, Inc. 


 


Creditor Name: Angus Capital Partners 


 


Claim Amount: $150,000.00 (Total amount payable from
Company to Creditor under this claim)


 


Purchase Price: $150,000.00 (Amount for which Creditor
is selling Claim to Purchaser)


 


Documentation of Claim (complete copies of all documentation
attached):


 


[X] Written contract(s)/ Promissory Notes attached as Exhibit
A


 


[ ] Invoice(s) attached as Exhibit B


 


1.Purchase and Sale. Purchaser hereby
purchases from Creditor, and Creditor hereby sells, transfers, conveys and assigns to Purchaser, for the consideration set forth
herein, all right, title and interest of Creditor in and to a portion of, one or more claims of Creditor against Company described
herein and attached hereto (the "Claim"). Creditor hereby sells, transfers and assigns all right, title and interest
of Creditor in the Claim to Purchaser in the amount as stated herein. The balance of the subject debt between Company and Creditor
not purchased by purchaser pursuant to this agreement shall not be affected by this agreement, pursuant to Exhibit "A"
attached hereto.


 


2.Settlement Approval. No later than
the thirtieth (30th) business day after the Effective Date, Purchaser shall file an action against Company in the United States
District Court or state court of trial jurisdiction in the State of Florida (the "Action") seeking collection of the
Claim. Purchaser shall seek to settle the Action on terms acceptable to Purchaser in its sole discretion and, by appropriate motion
or other pleading, shall seek approval from the Court of such settlement.


 


3.Payment of Purchase Price. The
Purchase Price will be paid to Creditor by Purchaser in one (1) installment, following entry and full effectuation of a Court
order approving settlement of the Claim in form and substance acceptable to Purchaser ("Approval Date"), and the
successful deposit of settlement shares of company by purchaser into an account or accounts as contemplated by any settlement
agreement between company and purchaser until paid in full. Payment shall be made as follows: $150,000.00 within five
(5) days of the occurrence of the foregoing, provided however, that Purchaser shall not be obligated to pay any
portion of such Purchase Price in the event that the Settlement Shares are unable to be deposited successfully into an
account or accounts as contemplated by any Settlement Agreement between Company and Purchaser or in the event of a Default by
the Company under any settlement agreement entered into between the Company and Purchaser in respect of the settlement of the
Claim that is the subject of this Agreement. If such default by the Company occurs and is not cured within the prescribed
time period, or if the Purchaser shall cause to be transferred to Creditor any portion of the Claim not already paid for
pursuant to this Section 3, and this Agreement shall be null and void, unless otherwise agreed by written agreement of the
parties.


 






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4.Cooperation. Creditor will furnish
Purchaser will all documentation and evidence supporting the Claim, and reasonably cooperate in providing any other information
and taking any other action that Purchaser deems necessary or appropriate to prosecute the action to collect the Claim. Upon Purchaser's
reasonable request, Creditor will duly execute and deliver, or cause to be duly executed and delivered to Purchaser such further
instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Purchaser
to effectuate the provisions and purposes of this Agreement.


 


5.Termination. If the Approval Date
has not occurred within ninety (90) days after the date hereof, either Party shall have the right to terminate and cancel this
Agreement by providing written notice of termination to the other Party at any time after such date and prior to Court Approval.
If termination is so effected, this Agreement shall be deemed void ab initio and of no further force and effect, no sale
or assignment of the Claim shall have occurred, and Purchaser shall dismiss the Action. In the event of termination, the Purchase
Price shall not be payable.


 


6.Representations, Warranties and Covenants.
Creditor hereby represents, warrants and covenants to Purchaser as follows:


 


(a)(i) The Claim is a bona fide outstanding
claim against Company, and is an enforceable obligation arising in the ordinary course of business, for goods and/or services rendered
to Company by Creditor in good faith. The Claim is currently due and owing and is payable in full.


 


(ii) [PLEASE COMPLETE] The Claim [__________________]is,
[ X ]is not secured by any security interest in any property


of the Company or an affiliate of the Company
or by a guarantee of the Company or of an affiliate of The Company.


 


(b)Creditor did not enter into the
transaction giving rise to the Claim in contemplation of any sale or distribution of Company's common stock or other securities.


 


(c)The Claim Amount is the total amount
due to Creditor with respect to this Claim, net of any applicable discounts, allowances or other deductions to which Company is
lawfully entitled. The documents attached hereto are true, correct and complete copies of all documentation underlying the Claim.


 


(d)The Claim is not reasonably subject
to dispute and Company is unconditionally obligated to pay the full Claim Amount without defense, counterclaim or offset. To the
knowledge of Creditor, the Company's failure to pay is due solely and exclusively to financial inability.


 


(e)Creditor is the sole owner of the
Claim, free and clear of all liens, encumbrances and rights of third parties. Creditor has not previously sold, transferred, encumbered
or released any part of the Claim.


 






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


 


(g)There are no taxes due, payable
or withholdable as an incident of Creditor's Claim; no taxes will be due, payable or withholdable as a result of settlement of
the Claim; and Creditor may at all times promptly withhold (if applicable) and pay when due any federal, state, local and/or foreign
taxes due as a result of payment of the Purchase Price.


 


(h)Creditor has all necessary power
and authority to (i) execute, deliver and perform all of its obligations under this Agreement, and (ii) sell, convey, transfer
and assign the Claim to Purchaser. Creditor has such knowledge and experience in business and financial matters that it is able
to protect its own interests and evaluate the risks and benefits of entering into this Agreement. Creditor acknowledges and agrees
that it has had an opportunity to conduct its own due diligence and consult with its own legal counsel, and tax, financial and
other advisors, and that Creditor is not relying in that regard on Purchaser. Creditor acknowledges that Purchaser is not making
any representations or warranties whatsoever, including, without limitation, about the Company.


 


(i)The execution, delivery and performance
of this Agreement by Creditor has been duly authorized by all requisite action on the part of Creditor. This Agreement has been
duly executed and delivered by Creditor and constitute the legal, valid and binding obligation of Creditor, enforceable against
Creditor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.


 


(j)[PLEASE CHECK] Creditor[ X ] is
not [ ]is and within the past ninety (90) days [ X ]has not been [] has 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. Creditor is not in any way affiliated
with any of the Company's Officers, Directors or ten-percent (10%) shareholders. Creditor is not a broker or dealer in securities.


 


(k)Creditor's claim does not arise
out of Promoter or Investor Relations Services.


 


(I) The execution and delivery of this
Agreement by Creditor and the performance of all of its obligations hereunder (i) do not and will not violate, conflict with, breach,
or constitute a default under, any material contract, agreement or commitment binding upon such Creditor, and (ii) do not and will
not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any court or other government authority
having jurisdiction over such Creditor or the Claim.


 


(m) There is no action, suit, inquiry,
notice of violation, proceeding or investigation pending or, to the knowledge of Creditor, threatened against or affecting Creditor
or any of its assets before or by any court, arbitrator, governmental or administrative agency, or regulatory authority that adversely
affects or challenges the legality, validity or enforceability of, or that could have or reasonably be expected to result in a
material adverse effect on this Agreement.


 






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(n)Creditor has no present intention
to utilize any of the proceeds to be received from Purchaser to directly or indirectly, provide any consideration to or invest
in any manner in the Company or any affiliate of the Company.


 


(o)Creditor 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 for selling the Claim.


 


(p)Creditor will immediately advise
Purchaser if any of the foregoing cease to be fully true and accurate at any time up to and including the Approval Date.


 


7.Fees and Expenses. Each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Creditor understands that
Purchaser shall not be liable for any commissions, selling expenses, orders, purchases, contracts, taxes, withholding, or obligations
of any kind resulting from any or arising out of settlement of the Claim.


 


8.Choice of Law. This Agreement shall
be governed by and construed according to the laws of the State of Florida, without giving effect to its choice of law principles.
Any actions and proceedings arising out of or relating directly or indirectly to this Agreement or any ancillary agreement or any
other related obligations shall be litigated solely and exclusively in the state or federal courts located in Florida, and that
such courts are convenient forums. Each Party hereby submits to the personal jurisdiction of such courts for purposes of any such
actions or proceedings.


 


9.Limitation of Damages. Each of the
Parties hereby waives any rights which it may have to claim or recover any incidental, special, exemplary, punitive or consequential
damages or any damage other than, or in addition to, actual damages. Purchaser shall have the right, in Purchaser's sole discretion,
to determine which rights, liens, security interests or remedies Purchaser may at any time pursue, relinquish, subordinate, or
modify or to take any other action and incur any costs or expenses with respect thereto and such determination will not in any
way modify or affect any of Purchaser's rights hereunder. Purchaser shall have no liability hereunder for any delay in or failure
to obtain Approval, or for any other causes beyond Purchaser's control. Any liability of Purchaser for any default hereunder, including
default in any payment to Creditor pursuant to Section 3 above, shall be limited solely to a return of the Claim to Creditor.


 


10.Notices. All notices and other communications
shall be in writing and shall be provided to the recipient Party to the addresses set forth on the signature page hereof. All notices
and communications shall be deemed made and effective as follows: (a) if transmitted for overnight delivery via a nationally recognized
delivery service, the first business day after being delivered by the transmitting Party to such overnight delivery service, (b)
if faxed, when transmitted in legible form by facsimile machine to the recipient Party's correct facsimile machine number, (c)
if by e-mail, when transmitted by e-mail, or (d) if mailed via regular U.S. mail, upon delivery. Any Party may designate a superseding
notice contact name, street address, e-mail address or fax number by providing the other Parties with written notice pursuant to
the provisions hereof.


 






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11.Amendments and Waivers. No provision
of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Parties,
or, in the case of a waiver, by the Party against whom enforcement of such waiver is sought. No waiver of any default shall be
deemed to be a continuing or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.


 


12.Construction; Survival. The headings
herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their
mutual intent, and no rules of strict construction will be applied against any party. The representations and warranties contained
herein shall survive the closing of the transactions contemplated herein and the assignment of the Claim.


 


13.No Third Party Beneficiaries. This
Agreement is intended for the benefit of Creditor and Purchaser and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by any other person.


 


14.Entire Agreement. This Agreement,
together with the exhibits hereto, contains the entire agreement and understanding of the Parties, and supersedes all prior and
contemporaneous agreements, letters, discussions, communications and understandings, both oral and written, concerning the sale,
transfer, conveyance and assignment of the Claim, which the Parties acknowledge have been merged into this Agreement.


 


15.Signature. This Agreement may be
executed in counterparts and by facsimile, portable document format or other electronic means, each of which shall constitute an
original and all of which when taken together shall constitute one document.


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


 


 


 


 


 


 


 


 






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CREDITOR:


 


Angus Capital Partners 


 


 


(Date Signed)     4-23-14
           


 


By:  /s/ Billie B. Mize                 


 


Name: Billie B. Mize


 


Title: Manager


 


ADDRESS: 2911 South Shore Blvd. #100 Att: Angus
Capital Partners 


 


Telephone No. 832-443-5415 


 


CITY: League City, Texas 77573


 


Fax No. 281-538-2121 


 


E-mail:  billiebailey70@yahoo.com



 


 


PURCHASER:  IBC  Funds, LLC 


 


 


By:
/s/ Samuel Oshana          


 


Name: Samuel Oshana


 


Title: Managing Member 


 


ADDRESS:1170 Kane Concourse, Suite 404


 


CITY:
Bay Harbor Florida 33154


 


Telephone No. (786) 218-4651


 


Fax No. (305) 647-0729 


 


 






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Exhibit A


 


Written contract(s)/ Promissory Notes


 


 






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Exhibit B


 


Invoice(s)


 


 


 


 


 


 


 



 


 


 


 






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