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
