EXHIBIT 2.1
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, employe
