TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (this “ Termination Agreement
”) is made and entered into as of November 18, 2004 by and
among YDI Wireless, Inc., a Delaware corporation (“
Parent ”), Stun Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent (“
Merger Sub ”), and Phazar Corp, a Delaware corporation
(the “ Company ”).
NOW,
THEREFORE, in consideration of the covenants, promises, and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Termination of
Merger Agreement . The Agreement and Plan of Merger, dated as
of October 30, 2003, as amended to date (as amended, the “
Merger Agreement ”), among Parent, Merger Sub, and the
Company is hereby terminated by mutual consent pursuant to Section
7.1(a) thereof.
2. Payment and
Transfer of Equipment .
(a) Parent shall
pay the Company the sum of One Hundred Thousand Dollars
($100,000.00) within five (5) business days of the date of this
Termination Agreement.
(b) Parent does
hereby sell, transfer, convey, assign, and deliver to the Company
the personal property (the “ Equipment ”)
described on Exhibit A attached hereto. The Equipment is
transferred AS IS, WHERE IS, and WITH ALL FAULTS
without any covenant or warranty, express or implied, of any nature
whatsoever, including, without limitation, any implied warranty of
merchantability or fitness for a particular purpose.
3. Mutual Release
. Each of the parties hereto on its behalf and on behalf of its
affiliates, subsidiaries, successors and assigns, present and
former shareholders, officers, directors, employees, agents,
representatives, attorneys and any persons acting by, through,
under, or in concert with each of them or any of them hereby
completely releases and forever discharges the other parties
hereto, their affiliates, subsidiaries, successors and assigns,
present and former shareholders, officers, directors, employees,
agents
