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Exhibit 10.2
SETTLEMENT AGREEMENT AND
GENERAL RELEASE
This
Settlement Agreement and General Release (“Release”) is
executed this 11th day of October, 2007 between Dutchess Private
Equities Fund, Ltd., a Cayman Islands exempted company
(“Dutchess”), and Eagle Broadband, Inc., a Texas
corporation (“Eagle”).
WHEREAS, Eagle is indebted to Dutchess pursuant to (i) that
certain Amended Debenture Agreement dated March 20, 2006 with an
original Issuance Date of February 10, 2006 (“February
Debenture”), (ii) that certain Promissory Note dated July 24,
2006 (“Note 1”), and (iii) that certain Promissory
Note dated February 2, 2007 (“Note 2”) (collectively,
the “Obligations”); and
WHEREAS the parties have agreed to amicably settle and
compromise all disputes and differences they have or may have
relating to the Obligations existing as of this date, which are
released herein.
NOW, THEREFORE , in exchange for (i) the
payment by Eagle of four million three hundred thousand dollars
($4,300,000) (the “Cash Payment”), (ii) the issuance by
Eagle of a convertible debenture, dated as of the date hereof, in
the amount of two million dollars ($2,000,000) (the “New
Convertible Debenture”), and (iii) the mutual promises and
covenants contained herein, each Party hereby agrees as
follows:
1.
Each party acknowledges that (i) the Cash Payment
is made in full and complete satisfaction of the Note 2, and in
partial satisfaction of Note 1, and (ii) the New Convertible
Debenture is issued in exchange for the portion of the obligation
under Note 1 and the February Debenture, not satisfied by the Cash
Payment. Therefore, the New Convertible Debenture and the
shares of common stock issuable thereunder shall be deemed to have
a holding period that commenced as of the original Issuance Date(s)
(as that term is defined in the February Debenture and Note 1).
2.
Each party remises, releases, acquits, satisfies
and forever discharges the other party and its
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