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Exhibit 10.29
MUTUAL GENERAL
RELEASE
This
Mutual General Release is executed this 2nd day of July, 2007
between Cornell Capital Partners, L.P. and Eagle Broadband,
Inc.
WHEREAS disputes and differences have arisen
between the parties with respect to a convertible debenture
agreement which resulted in the filing of a legal action in the
United States District Court for the District of New Jersey,
captioned as Cornell Capital Partners, L.P. v. Eagle Broadband,
Inc. , Civil Action No. 2:03-cv-1860 (SDW) (the
“Lawsuit”);
WHEREAS the parties have agreed to amicably
resolve, settle and compromise all disputes and differences they
have or may have arising out of, and limited to, the Lawsuit
existing as of this date, known or unknown, which are released
below;
NOW, THEREFORE , in exchange for the
mutual promises and covenants contained herein and the
convertible debentures issued by Eagle Broadband, Inc. in the
aggregate amount of one million one hundred and fifty thousand
dollars ($1,150,000.00) (collectively referred to as the
"Convertible Debentures" individually referred to as a “
Convertible Debenture ”) that is subject to the
terms of conversion as set forth herein in Exhibit A annexed
hereto and made a part hereof, and other valuable consideration
paid to the receipt and sufficiency of which is hereby
acknowledged, each Party hereby:
1.
Acknowledge that the Convertible Debenture in
the amount of One Million Dollars ($1,000,000) and the
shares of Common Stock issuable thereunder are issued in place
of shares of Common Stock of the Company to which Cornell Capital
Partners, L.P. was entitled as of July 16, 2003, October 2, 2002
and December 1, 2002 and should have been delivered to Cornell
Capital Partners, L.P. as of such dates which such failure to
deliver such shares of Common Stock formed the basis of the
Lawsuit. The Convertible Debenture and such shares of
Common Stock issuable thereunder shall be deemed to have a
holding period that commenced as of July 16, 2003 October 2,
2002 and December 1, 2002 and therefore such shares of Common
Stock may be sold without volume restrictions pursuant to Rule
144(k). At such time and from time to time as Cornell
Capital Partners, L.P. exercises conversions of the Convertible
Debenture and requires and an opinion of counsel from in order
to sell such shares of Common Stock pursuant to Rule 144(k)
Eagle Broadband, Inc. shall within five (5) business days obtain
at their expense, such opinion of counsel from counsel to Eagle
Broadband, Inc.
2.
Acknowledge that this settlement is the subject
of an Order from the United States District Court for the
District of New Jersey dated May 31, 2007.
3.
Acknowledge that the Convertible Debenture
in the amount of One Hundred Fifty Thousand Dollars ($150,000)
and the shares of Common Stock issuable thereunder are
issued as payment for legal fees to which Cornell Capital
Partners, L.P. was entitled as of the date hereof pursuant to
this Settlement Agreement which is being executed in
connection with the Lawsuit. In the event that
such shares of Common Stock issuable thereunder are not
registered at such time and from time to time as Cornell Capital
Partners, L.P. exercises conversions of the Convertible
Debenture and requires and an opinion of counsel in order to
sell such shares of Common Stock pursuant to Rule 144 or Rule
144(k) Eagle Broadband, Inc. shall within five (5) business days
obtain at their expense, such opinion of counsel from counsel to
Eagle Broadband, Inc.
4.
Remises, releases, acquits, satisfies and
forever discharges the other Party and its heirs, personal
representatives, successors, assigns, employees, agents and
attorneys from all actions suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills specialties, promises,
damages, judgments, executions, claims and demands whatsoever
arising from and limited to the Lawsuit described herein and the
claims that were raised, or could have been raised in that
litigation, in law or in equity, which the releasing party ever
had, now has, or may have, or which any personal
representatives, successors, assigns, employees, agents and
attorneys, for, or upon by reason of any matter, cause or thing
whatsoever strictly relating to the lawsuit described
herein, from the beginning of the world to the date of this
Release.
5.
This agreement shall be governed by, and
interpreted, construed, and enforced in accordance with the laws
of the State of New Jersey without reference to confli
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