Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
PURCHASE AGREEMENT
Contact Wireless, Inc., a Texas corporation, ("Contact")
(hereinafter referred to as "Seller") and eRF, Inc. ("Buyer") with offices at
103 Courageous Drive League City Texas 77573 agree as follows:
1. Recitals
WHEREAS, Seller is the owner of a paging network and related business
covering the San Antonio, Texas area ("Business"). The paging network assets
("Assets") are described on Appendix 1A, attached hereto and made a part hereof.
Seller is willing to sell the Assets as described in this Agreement.
WHEREAS, Seller is the lessee of certain real property at 101
Courageous Drive, League City, Texas and 12719 Spectrum, Suite 101, San Antonio,
Texas through which the Business is operated. Seller shall sublease such real
property to Buyer pursuant to terms of the Sublease Agreement attached hereto as
Exhibit B and made a part hereof.
WHEREAS, Buyer is in the business of providing products and services
for the wireless industry and desires to purchase the Assets from Seller as
described in this Agreement. Buyer also desires to enter into a Sublease
Agreement and a License Agreement with Seller.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties and agreements contained herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
2. Agreement to Sell, License and Sublease
A. Purchase of Assets.
1. Subject to the terms and conditions hereof, Seller
hereby sells, assigns, conveys and transfers to Buyer
good title in the Assets as more particularly described
in Appendix "1A" attached hereto and made a part
hereof, and Buyer hereby accepts from Seller the
tangible and intangible assets which are listed on
Appendix 1A. Seller makes no representation or warranty
regarding the Assets. With respect to intangible assets
such as accounts receivable, Seller makes no warranty
or representation regarding the collectibility of the
Accounts Receivable on the books of Seller which have
been acquired in the ordinary course of business.
Seller shall provide Buyer with an aging of all
accounts and notes receivable showing amounts due in 30
day aging categories upon the execution of this
Agreement dated as of October 1, 2003. and an updated
aging within 5 days prior to the Closing Date. Buyer
warrants and represents that it has performed its own
due diligence and does not rely upon any representation
by Seller in entering this Agreement.
2. Seller conveys to Buyer the assets pursuant to
assignments and bills of sale between Buyer and the
Seller. The purchase price to be paid at Closing by the
Buyer to the Seller for the Assets is $25,000.00,
("Purchase Price").
Page 1 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
3. Further, Buyer will assume all of the recurring
obligations to pay in connection with the Business, for
amounts due for services rendered and/or goods
delivered after Closing, listed on Appendix "C"
("Liabilities").
B. Sublease Agreement.
Seller shall sublease to Buyer the office space in League
City, Texas and San Antonio, Texas accordance to the terms of the
Sublease Agreement attached hereto as Exhibit B and made a part
hereof.(Also Seller will cooperate with Buyer to have lease at xxx
Taylor transferred over to Buyer or if not possible to sublease to
Buyer until end of lease.
3. Employees and Obligations to Them.
Seller shall terminate, effective as of October 1, 2003, the
employment of Kathleen A. Scarbro and Christopher J. Hofmockel employed
by Seller in connection with the Business located in San Antonio,
Texas. Seller shall make available the referenced employees to Buyer in
the event Buyer desires to offer employment to such individuals
("Employees"). Seller shall be responsible for and shall pay, when due,
any and all compensation due the terminated Employees through the
Closing Date. Any employment in the Business continued after the
October 1st , 2003 shall be on such terms and conditions as may be
specified by Buyer exclusively.
4. Seller's Representations and Warranties
Seller represents and warrants that the following are true as of the
date of this Agreement and will be true at Closing:
A. Organization and Standing.
Seller is a Texas corporation, validly existing under the laws
of the State of Texas, with full power and authority to carry on its
business as it is now being conducted and to own and operate its assets
and business in all jurisdictions where it does business.
B. Ownership of Assets.
Seller is the owner of the Assets, but makes no representation
or warranties regarding whether or not such Assets are free and clear
of all liens, encumbrances, charges, contractual or other restrictions
on transfer, equities, security interests, options or other
restrictions of whatever nature. Notwithstanding the foregoing, the
Assets may be subject to prior Bexar County tax liens in connection to
business personal property and Seller will take all necessary actions
to indemnify Buyer against any such liabilities. Buyer will be
responsible for all additional new property taxes on the assets after
October 1, 2003. Buyer warrants and represents that it has performed
its own due diligence and does not rely upon any representation by
Seller in entering this Agreement.
C. Lease.
Eagle Broadband, Inc. is the person entitled to occupy and use
the leased real property under the Lease located at 101 Courageous
Drive, League City, Texas 77573. Eagle Broadband is not in default
under such Lease.
Page 2 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
D. Approval and Binding Agreement.
Seller has approved, by all necessary and appropriate corporate
action, the execution, delivery and performance of this Agreement and
consummation of the Transactions, and has authorized its officers to
take all action and to execute, acknowledge and deliver all documents
appropriate to consummate the Transactions. No other approvals for the
Transactions or the Agreement must be obtained which have not been
obtained. This Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms
(subject as to enforcement of remedies to the discretion of courts in
awarding equitable relief and to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting the
rights of creditors generally).
E. Financial Statements.
The books and records and monthly profit and loss statements
for the Seller as of October 1, 2003 (together, the "Financial
Statements") are, as delivered to Buyer, correct in all material
respects and fairly represent the financial and operational condition
of Seller as of their dates.
F. Contracts.
Seller makes no representation or warranties regarding whether or
not any contracts, agreements, leases, or commitments are not
terminable at will or whether or not such contracts can be assigned to
Buyer, which would prevent Buyer from continuing the Business as it is
now substantially conducted by Seller, including, without limitation,
those with purveyors or suppliers of items used in the conduct of the
Business. Should there be discovered contracts, supply agreements or
leases not immediately assignable to Buyer then Seller agrees to
cooperate with Buyer to allow Buyer to sublease or subcontract with
Seller at no cost to Seller until such item can be fully transferred
to Buyer. Buyer warrants and represents that it has performed its own
due diligence and does not rely upon any representation by Seller in
entering this Agreement.
G. Tax Matters.
Seller makes no representations or warranties regarding whether
or not all tax returns required to be filed before Closing, with
respect to Seller or its operations and affecting the Assets, with any
taxing authority will have been or have been filed as of Closing
Seller makes no warranty or representation with respect to whether or
not any tax or other liens exist on the assets being purchased by
Buyer as of the effective date of the sale. Buyer warrants and
represents that it has performed its own due diligence and does not
rely upon any representation by Seller in entering this Agreement.
H. Litigation
Seller makes no representation or warranties regarding whether
or not any litigation, actions or proceedings, legal, equitable,
administrative, arbitration or otherwise, ("Litigation") exist or are
pending or threatened which might affect the Assets or the consummation
of the Transactions. Buyer warrants and represents that it has
performed its own due diligence and does not rely upon any
representation by Seller in entering this Agreement.
Page 3 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
I. Breach of Other Instruments or Agreements.
Contact Wireless breached a property lease agreement dated
September 1st , 2002 which is not a part of this asset sale and which
will not become an assumed liability of Buyer. Buyer warrants and
represents that it has performed its own due diligence and does not
rely upon any representation by Seller in entering this Agreement.
J. Permits, Licenses and Franchises.
Seller makes no representation or warranties with respect to
whether or not , (i) Seller has all permits, licenses, franchises, and
other authorizations (together, "Imprimaturs") necessary to, and has
substantially complied with all laws applicable to, the conduct of the
Business as it relates to the Assets in the manner in which the
Business is currently being conducted, and Seller makes no
representation or warranties with respect to whether or not the
Imprimaturs are valid and in full force and effect. Seller will
cooperate with Buyer to have transferred all rights title and interest
in all "Imprimaturs" associated with the Assets being purchased by
Buyer including, but not limited to, the contractual right to have the
operational FCC licenses of Seller transferred from Contact New Mexico
to the corporate entity of Buyer. Buyer warrants and represents that it
has performed its own due diligence and does not rely upon any
representation by Seller in entering this Agreement.
K. Certain Business Practices.
Eagle Broadband, Inc. is currently investigating potential
misapplication of funds by a former Contact Wireless employee. After
October 1, 2003 Buyer will be responsible for all expenses associated
with this investigation and will consider any possible recovery of
funds a part of the Assets being purchased.
5. Buyer's Representations and Warranties
Buyer represents and warrants to Seller that the following are true as
of the date of this Purchase Agreement and will be true at Closing:
A. Organization and Standing.
Buyer is a corporation validly existing and in good standing
under the laws of its state of incorporation, with full power and
authority to carry on its business as it is now being conducted and to
own and operate its assets and business in all jurisdictions where it
does business.
B. Approval and Binding Agreement.
Buyer has approved, by all necessary and appropriate corporate
action, the execution, delivery and performance of this Agreement and
consummation of the Transactions, and has authorized its officers to
take all action and to execute, acknowledge and deliver all documents
appropriate to consummate the Transactions. No other approvals for the
Transactions or the Agreement must be obtained which have not been
obtained. This Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms (subject
as to enforcement of remedies to the discretion of courts in awarding
equitable relief and to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting the rights of
creditors generally).
Page 4 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
C. No Breach of Other Instruments or Agreements.
Neither the execution and delivery of this Agreement and
associated instruments and agreements by Buyer nor compliance with the
terms and provisions of it, nor consummation of the Transactions will
conflict with, or result in a breach of any of the terms, conditions or
provisions of the Buyer's Articles of Incorporation or Bylaws, or any
mortgage, lease, order, judgment, agreement, instrument or provision of
any kind or character to which Buyer is a party, or constitute a
default thereunder.
D. Insolvency.
Buyer is not insolvent or unable to pay its creditors when due.
E. Litigation.
No litigation, actions or proceedings, legal, equitable,
administrative, arbitration or otherwise ("Litigation") is or are
pending or threatened which might affect the consummation of the
Transactions. Buyer knows of no basis for any such Litigation.
F. Payment of Purchase Price.
Buyer is able to pay, and shall pay, when and as due, the
Purchase Price.
4. Conditions Precedent to Closing
A. Seller's Conditions Precedent.
Seller's obligation to consummate the Transactions at Closing
pursuant to this Agreement is conditioned upon the following being
performed or waived at Closing:
1. Buyer's representations and warranties in this Agreement are
true and correct in all material respects at the time of
Closing.
2. Buyer has performed and complied with all agreements and
conditions required by this Agreement to be performed or
complied with by that Buyer before or at Closing.
3. Buyer is not in a bankruptcy, reorganization or insolvency
proceeding.
4. Buyer has completed due diligence. After that due diligence,
Buyer will purchase the Assets in an "as is" condition,
without warranty of fitness, merchantability, suitability or
any other warranty.
B. Buyer's Conditions Precedent.
Buyer's obligation to consummate the Transactions at Closing
pursuant to this Agreement is conditioned upon the following being
performed or waived at Closing:
1. Seller's representations and warranties in this Agreement
are true and correct in all material respects at the time of
Closing.
Page 5 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
2. Seller has performed and complied with all agreements and
conditions required by this Agreement to be performed or
complied with by Seller before or at Closing.
3. Buyer has completed due diligence.
4. Seller is not in a bankruptcy, reorganization or insolvency
proceeding.
7. Closing
A. Closing.
Closing shall occur as soon as practicable at a place agreed
upon by the parties, but in any event not later than October 1, 2003.
If Seller's and Buyer's conditions precedent have been performed or
waived, the Transactions will be closed. If those conditions precedent
have not been performed or waived, the Transactions will not be closed,
and the rights, duties, and obligations between the parties will be
terminated without further liability.
1. Duties of Seller.
Seller shall deliver to Buyer at Closing:
a. An executed Bill of Sale for the Assets.
b. Executed Sublease Agreement to Buyer.
c. Such other documents as may be necessary and proper to
complete the Transactions.
2. Duties of Buyers.
Buyers will deliver to Seller at Closing:
a. The Purchase Price.
b. Executed Sublease.
c. Such other documents as may be necessary and proper to
complete the Transactions.
8. Costs and Expenses
All costs and expenses incurred in conducting the Transactions shall be
borne by the party required to furnish the instruments or documents, or as
otherwise agreed upon by the parties.
9. Remedy for Breach of Warranty
If any warranty or representation in this Agreement is found within
twelve months of Closing to be untrue or inaccurate, the party desiring to make
a claim for damages resulting from that breach may do so by delivering to the
breaching party express written notice of the details of that breach and the
intent to make a claim, the notice to be received by the breaching party no
later than twelve months following the date of Closing. Time is of the essence
for the purpose of this paragraph. The party to whom such a representation has
been made shall request an arbitration conducted under the rules of the American
Arbitration Association and such arbitration shall be conducted in Houston,
Harris County, Texas. The results of the arbitration shall be binding upon all
Page 6 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
parties. The prevailing party in that arbitration shall be entitled to recover
its costs, including reasonable attorneys' fees, incurred in the arbitration
proceeding, from the non-prevailing party, and an award of the costs and
expenses shall be included in the final judgment entered in the arbitration. No
amount of any claim under this Section may be offset against other amounts owing
to the party against whom the claim is made unless and until the arbitrators
render a decision against that party.
10. Miscellaneous
This Agreement binds and benefits the parties, their successors,
assigns and transferees, may not be assigned by Seller or Buyer without the
prior written permission of the other. This Agreement and its attachment shall
specifically be enforceable and is governed by the laws of Texas, and the
Parties specifically stipulate that venue shall be Houston, Harris County,
Texas. This Agreement may be modified only in writing. It, together with the
contemporaneous agreements executed in conjunction with it, constitutes the
entire agreement and understanding of the parties and supersedes all prior oral
or written agreements and understandings. This Agreement may be executed in
counterparts, each of which will be deemed an original but all of which, taken
together, will constitute one and the same instrument. Captions and titles have
been inserted in this Agreement for the benefit of the parties in referring to
it, but will not be construed or interpreted as part of it.
11. Notices
Any notice or other communication required under this Purchase
Agreement before or after Closing or otherwise desired to be given by either
party to the other shall be deemed to be duly given when personally delivered or
when mailed by certified or registered mail, return receipt requested, postage
prepaid, or delivered, prepaid, to an expedited delivery service, to the other
party, addressed as follows:
Seller:
Contact Wireless, Inc.
c/o Eagle Broadband, Inc.
101 Courageous Drive
League City, Texas 77573
Attention: Dave Weisman
Buyer:
eRF, Inc.
------------------------
------------------------
Attention: President
or to such other address which may be furnished in writing by one party to the
other.
12. Severability
If any provision of this Agreement is held to be invalid, void, or
unenforceable by a court of competent jurisdiction, that provision shall be
severed from this Agreement and the other provisions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated unless removal of the provision in question results in a material
change to this Agreement. The Parties shall negotiate in good faith to agree
upon and incorporate substitute language to replace that severed from this
Agreement that reflects the original intent of the Parties as closely as
possible without being invalid, void, or unenforceable.
Page 7 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
13. Time of Essence
Time is of the essence in regard to all terms and provisions of this
Agreement.
14. Survival of Representations and Warranties
Representations and warranties made by the parties in this Purchase
Agreement shall survive for a period of twelve months from Closing.
15. Termination of Agreement
Grounds for Termination. In addition to the termination rights
otherwise provided in this Agreement, the Transactions may be terminated at any
time before Closing:
A. By mutual consent of Buyer and Seller.
B. By Buyer or Seller if either party has determined in its sole
discretion that the Transactions have become inadvisable or
impracticable solely by reason of the institution or threat of federal,
state, or local government proceedings against either or both of the
parties with respect to the consummation of the Transactions.
16. Proprietary Information
Buyer agrees, represents and warrants that, unless Seller's prior
written consent has been obtained, Buyer will not, at any time, use for the
benefit of other than Seller, directly or indirectly, on behalf of either Buyer
or any other person or business entity, any Confidential information (other than
that related to the Assets) provided by Seller to Buyer. Confidential
information as used in this paragraph, means trade secrets, proprietary
information, financial information or other confidential information.
Confidential information does not include information generally known in the
industry in which Seller and Buyer engage or information which is available from
public records or public sources, in either case not as a result of violation of
this paragraph. Seller, on the one hand, and Buyer, on the other hand, agree
that release of the other's confidential information in violation of this
Section will cause irreparable harm to the other, and that, upon any breach or
threatened breach of this Section, Buyer or Seller, as the case may be, may
seek, without limitation of other actions and remedies which might be available,
equitable injunctive relief.
17. Indemnity
Seller ("Seller Indemnitor") agrees to indemnify and hold
harmless Buyer and Buyer's officers, directors, shareholders,
affiliates, employees and agents ("Buyer Indemnitees"), and Buyer
("Buyer Indemnitor") (Seller Indemnitor and Buyer Indemnitor being an
"Indemnitor") agrees to indemnify and hold harmless Seller and Seller's
officers, directors, shareholders, affiliates, employees and agents
("Seller Indemnitees") (Buyer Indemnitees and Seller Indemnitees being
an "Indemnitee") from any and all damages, losses (including diminution
in value), liabilities, payments, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs,
reasonable attorneys' fees (collectively "Damages"), directly or
indirectly resulting from, relating to or arising out of:
a. Any breach of or material inaccuracy in any representation
or warranty of the indemnifying party contained in this
Agreement;
Page 8 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
b. Any breach or non-performance, partial or total, by the
indemnifying party of any covenant or agreement of the
indemnifying party in this Agreement, including the obligation
of timely payment;
c. As to Seller Indemnitor, the ownership, management or use
of the Assets before the Effective Time of Closing, the
conduct of the Business before the Effective Time of Closing.
d. As to Buyer Indemnitor, the ownership, management or use of
the Assets after the Effective Time of Closing, the conduct of
the Business after the Effective Time of Closing and tax
obligations of Seller under this Agreement.(Business property
tax for 2002 and pro rata 2003; past office lease located at
1800 NE Loop 410, Suite 160, San Antonio, Texas, and other
corporate income tax and franchise tax and other corporate
obligations stay with Contact Wireless corporation, and Seller
shall indemnify Buyer against such liabilities).
Notice and Participation.
If a claim by a third party is made against an Indemnitee, and
if the Indemnitee intends to seek indemnity with respect to that claim
under this Section, the Indemnitee shall promptly, and in any event
within 60 days, after the assertion of any claim or the discovery of
any fact upon which Indemnitee intends to base a claim for
indemnification under this Agreement ("Claim"), notify the
Indemnitor(s) from whom indemnification is sought of that Claim. The
Indemnitor, at its option, may assume (with legal counsel reasonably
acceptable to the Indemnitee) the defense of any claim, demand,
lawsuit, or other proceeding (together, "Action") in connection with
the Indemnitee's Claim, and may assert any defense of Indemnitee or
Indemnitor, provided that Indemnitee shall have the right at its own
expense to participate jointly with Indemnitor in the defense of any
Action in connection with the Claim, and provided further, that failure
to give that notice shall not preclude Indemnitee from making any Claim
thereon if the failure or delay in giving that notice did not prejudice
Indemnitee. If Indemnitor elects to undertake the defense of any Claim,
Indemnitee shall cooperate with Indemnitor to the fullest extent
possible in regard to all matters relating to the Claim (including,
without limitation, corrective actions required by applicable law,
assertion of defenses and the determination of mitigation, negotiation
and settlement of all amounts, costs, actions, penalties, damages and
the like related thereto) so as to permit Indemnitor's management of
the Claim with regard to the amount of Damages payable by the
Indemnitor hereunder. However, the Indemnitor may not enter into any
waiver, release or settlement of any Claim in respect of which
indemnification is sought without the prior written consent of the
Indemnitee (which shall not be unreasonably withheld), unless that
waiver, release or settlement (i) includes an unconditional release of
the Indemnitee from all liability arising out of that Claim, and (ii)
does not contain any factual or legal admission by or with respect to
any Indemnitee or any adverse statement with respect to the character,
professionalism, expertise, business acumen, or reputation of any
Indemnitee or any action or inaction of any Indemnitee.
Reimbursement.
If the Indemnitor shall undertake, conduct or control the
defense or settlement of any Claim and it is later determined that the
Claim was not a Claim for which the Indemnitor is required to
indemnify, the Indemnitee, jointly and severally, shall repay to the
Indemnitor all costs and expenses with respect to the Claim or Action.
Page 9 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
Expiration of Indemnification
The foregoing indemnity obligation shall expire 12 months from
the date this Agreement was executed.
Limitation of Liability
Each party shall insure its liabilities and indemnity
obligations hereunder with insurance or qualified self-insurance. IN NO
EVENT SHALL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER, FOR ANY AND
ALL LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING FOR INDEMNIFICATION, HOWSOEVER CAUSED AND
REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING BREACH OF CONTRACT
OR WARRANTY, TORT, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE,
IN THE AGGREGATE, EXCEED ONE AND ONE HALF TIMES THE TOTAL AMOUNT OF THE
PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER.
18. Proration of Personal Property Taxes
Personal property taxes shall be prorated through the Closing Date.
Seller shall pay, and reimburse Buyer for, to the extent Buyer pays, any and all
personal property taxes through the Closing Date. Buyer shall timely render the
property for taxation purposes and shall pay, and reimburse Seller for, to the
extent Seller pays, any and all valid personal property taxes from the Closing
Date onward.
19. Further Assurances
Seller and Buyer will, from time to time upon request, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
all further bills of sale, assignments, applications, transfers or conveyances
as may be reasonably required to fulfill the purposes of this Agreement and
accomplish the Transactions.
20. Bulk Sales Compliance. Upon Buyer's request, Seller will deliver to Buyer at
closing a sworn list of all creditors. By reason of this list the parties agree
that notice to creditors under the Bulk Sales Act will not be required and need
not be given except with respect to any creditors named on the list.
DATED: __________________________
Seller: Buyer:
Eagle Broadband, Inc. eRF, Inc.
By: ___________________ By: _________________________
Print: ________________ Print:_______________________
Its:___________________ Its: ________________________
Page 10 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
Appendix 1A
Switch Center Lease & Tower Leases: Description of Each
Lease. Appendix 1A-i
Network Equipment: Description of equipment at each site. Appendix 1A-ii
Network Contracts and Agreements : Descriptions of
Agreements and contracts. Appendix 1A-ii
Paging Licenses: Attached Appendix 1A-iv
Settlement document. Appendix 1A-vi
Page 11 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
Appendix B
SUBLEASES
Page 12 of 13
Exhibit 10.13 Purchase Agreement between Eagle Broadband, Inc., Subsidiary
Contact Wireless, Inc., and eRF, Inc.
Appendix C
BUYER ASSUMED LIABILITIES (RECURRING LIABILITIES)
Page 13 of 13