1 1 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Settlement and Mutual Release Agreement (this Agreement ) is made and entered into this day of, (the Effective Date ), by and between, REBEL COMMUNICATIONS, LLC, a Nevada Limited Liability Company (hereinafter, Rebel ), VIRGIN VALLEY WATER DISTRICT, a political subdivision in the State of Nevada (hereinafter VVWD ) and the CITY OF MESQUITE, a political Subdivision in the State of Nevada (hereinafter COM ). Rebel, VVWD and COM, collectively, shall be referred to herein as the Parties, and individually as Party. VVWD and COM shall be referred to herein as Defendants. R E C I T A L S A. Rebel s claims emanate from the VVWD s entry into a Lease for Real Property for Telecommunication Tower with Rebel (hereinafter Lease Agreement ); Rebel s construction of the telecommunications tower at the White Rock Tank site in alleged compliance with its contractual obligations thereunder; the COM s alleged interference with that Agreement and its construction of an alleged competing telecommunications tower at the Scenic Tank site; the VVWD s termination of the Lease Agreement and its alleged non-compliance with pre-termination notice requirements. B. The VVWD has advanced a counterclaim based upon Rebel s alleged failure to seek and obtain the approval of the Bureau of Land Management before constructing the tower. The counterclaim alleges breach of contract, declaratory relief and contractual indemnity claims. - 1 -
1 1 C. Certain claims and disputes arose between the Parties pertaining to the telecommunications tower that are the subject of a Federal Lawsuit, Case No. :-CV- 001-LRH (GWF) (the Complaint ) filed in the United States District Court of Southern Nevada (the Court ). D. As the result of negotiations, the Parties have agreed to compromise and settle all known and unknown claims between them (including, without limitation, all such claims relating to or arising out of the subject matter of the Complaint), upon the terms and conditions set forth below. NOW, THEREFORE, IN CONSIDERATION of the payment to Rebel of the sum of NINE HUNDRED THOUSAND DOLLARS ($00,000.00) Rebel hereby releases, acquits and forever discharges the Defendants (VVWD/COM), including their elected officials, officers, employers, principals, agents, attorneys, servants, employees, and any and all other persons, entities or corporations which might be subject to liability arising out of the incidents which form the basis for this action (collectively referred to herein as the Releasees ), of and from any and all demands, actions, causes of action and claims for relief of every kind and nature whatsoever, known and unknown, suspected and unsuspected, anticipated and unanticipated, past, present and future, for injuries (personal, economic or otherwise), including all contractual, general, special, consequential, punitive and/or other damages, fees, costs, sanctions or awards resulting, or to result from, or in any way arising out of Rebel s contacts with Defendants (VVWD/COM). Without limiting the effect of this Settlement Agreement and Release of All Claims, it is understood and agreed that this Release includes all claims for relief and causes of action alleged and/or averred to, or which could have been - -
1 1 alleged or averred in this action, Case No. :-CV-001-LRH (GWF) filed in the United States District Court of Southern Nevada or in any other action by Rebel (including any of its owners, officers, employees, agents, attorneys, and representatives) against any of the above identified Releasees through the date of execution of this Agreement. In consideration for the above Release, Rebel also agrees to transfer and does hereby transfer all rights, titles and interests to the telecommunication tower, located at the White Rock Tank site, including all equipment, appurtenances, entitlements, and materials located at the Site, to VVWD as of the date of this Agreement. The telecommunications tower and all equipment related thereto shall be transferred AS IS WHERE IS WITH ALL FAULTS. Nevertheless, Rebel represents and warrants that Rebel is the sole owner of the tower and no third party has any security or other interest, right, or claim in or to the tower and all contractors and suppliers involved in the construction of the tower have been paid in full. Further, Rebel represents and warrants that other than the subject federal litigation between Rebel, VVWD, and COM and any potentially unresolved issues with the BLM (discussed below), Rebel is not aware of any other claims, liabilities, demands, litigation, or threatened actions relating to the tower. Rebel represents and warrants that as the sole owner of the tower, Rebel has full power and authority to transfer full and complete ownership of the tower to VVWD. Rebel represents and warrants that Rebel has not removed any of the tower pieces, parts, equipment, or appurtenances from the White Rock tank site. Within five days of the final execution of this Agreement, Rebel shall sign (if applicable) and deliver to VVWD any and all documents that would reasonably be provided by a seller to a purchaser in a purchase transaction for a communications tower of this type, including those pertaining to the - -
1 1 ownership (including an assignment of any applicable warranties) and maintenance of the tower. Except as expressly set forth in this Agreement, Rebel and VVWD agree that any other agreements, ventures, or obligations that have existed or may yet exist between them are hereby terminated and neither Party owes the other any further obligation of any kind. Going forward, as the sole owner of the tower, VVWD shall be entitled to make whatever use of the tower that VVWD may determine to be appropriate in VVWD s sole discretion, subject to existing laws and regulations, and Rebel shall in no way interfere with VVWD s use, non-use, sale, or other disposition of the tower and shall have no further involvement with the tower. The VVWD and COM, individually and on behalf of their elected officials, officers, employers, principals, agents, attorneys, servants, employees, and any and all other persons, entities or corporations affiliated therewith, hereby release, acquit and forever discharge Rebel, including its managers, principals, agents, attorneys, servants, employees and any other person, entity or corporation affiliated therewith (collectively referred to herein as the Releasees ), of and from any and all demands, actions, causes of action and claims for relief of every kind and nature whatsoever, known and unknown, suspected and unsuspected, anticipated and unanticipated, past, present and future, for injuries (personal, economic or otherwise), including all contractual, general, special, consequential, punitive and/or other damages, fees, costs, sanctions or awards resulting, or to result from, or in any way arising out of Rebel s contacts with Defendants (VVWD/COM) and the VVWD s Counterclaim against Rebel. Without limiting the effect of this Settlement Agreement and Release of All Claims, it is understood and agreed that this Release includes all claims for relief and causes of action - -
1 1 alleged and/or averred to, or which could have been alleged or averred in this action, Case No. :-CV-001-LRH (GWF) filed in the United States District Court of Southern Nevada. It is further understood and agreed that this Settlement Agreement and Release of All Claims is executed as a compromise of disputed claims and that said payment for this Release is not to be construed as an admission of liability on the part of any Party, or any agent, servant, officer, attorney, or employee thereof, such liability being expressly denied. The Parties specifically recognize and accept the risk of the possible existence of presently unknown and unanticipated damage, injury, loss and/or hardship resulting from the incidents described in its lawsuit, and which may be discovered after the execution of this Settlement Agreement and Release of All Claims and/or the possibility that a known hardship, injury, loss or damage may be or become more serious than now expected. The undersigned, each of the Parties respectively, expressly covenant and agree to indemnify, defend and hold each other Releasee harmless from any and all losses, claims, liens or expenses, which might arise out of the claims released herein, or from any breach of this Agreement by any of the other undersigned, or any person claiming through or on behalf of an undersigned. The Parties understand that the BLM has provided trespass notices to Rebel and VVWD related to the tower and has asserted that VVWD and/or Rebel have acted contrary to or in violation of certain administrative, regulatory, or other governmental acts, rules, procedures, or laws. In the event that the United States Bureau of Land of Land Management ( BLM ) hereinafter pursues any claim, action, demand, administrative expense, reimbursement, fees, or cause of action ( Claims ) arising out of the alleged trespass or use of the telecommunications tower located at the White Rock Site, the VVWD and Rebel agree to - -
1 1 cooperate with one another to resolve the same. Notwithstanding any other provision of this Agreement, VVWD and Rebel also hereby acknowledge, understand and agree that the VVWD will be responsible for any Claims asserted by the BLM against the VVWD for actions taken by VVWD and that Rebel will be responsible for any Claims asserted by the BLM against Rebel or for actions taken by Rebel. Each Party shall promptly do any act or execute and deliver any document reasonably necessary to comply with their respective obligations under this Agreement in order to carry out the intent of the Parties in reaching this Agreement. The undersigned agree that should any Party be forced to commence any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to an award of reasonable attorneys fees and costs. The undersigned further covenant and agree that this Settlement Agreement and Release of All Claims memorializes a settlement entered into in good faith, with full knowledge of the facts and circumstances of said incidents and events which form the basis for the claims. This Settlement Agreement and Release of All Claims represents and contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes any and all prior oral and written agreements and understandings, and representations, warranty, conditions, understandings or agreements of any kind with respect to the subject matter hereof shall be relied upon by the Parties unless incorporated herein. The undersigned agree that should any provision of this Settlement Agreement and Release of All Claims be declared or be determined by any court of competent jurisdiction - -
1 1 to be illegal, invalid or unenforceable; the legality, validity and enforceability of the remaining parts, terms or provisions shall not be affected thereby, and said illegal, unenforceable or invalid part, term or provision shall be deemed not to be a part of this Release. The Parties agree that while an initial draft of this Agreement was prepared by counsel for the Defendants as a courtesy to the Parties, all Parties have jointly participated in the negotiation and drafting of this Agreement upon advice of their own, independent counsel or that they have had the opportunity to do so, and this Agreement shall be construed fairly and equally as to all parties as if drafted jointly by them. All Parties hereby irrevocably waive the benefit of any rule of contract construction which disfavors the drafter of an agreement. The undersigned state that they have carefully read the foregoing Settlement Agreement and Release of All Claims in its entirety, have conferred with, or had a full opportunity to confer with, their attorneys, and know and understand the contents thereof and sign the same as its own free act on behalf of each Party hereto. The undersigned authorize and instruct its attorneys to enter a Stipulation for Dismissal with Prejudice of those certain legal actions more particularly described herein, with each Party to bear its own attorneys fees and costs. This Settlement Agreement and Release of All Claims may be pleaded as a full and complete defense to and may be used as a basis for, and injunction against, any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of this agreement, except for an action based on a breach of this agreement. The parties agree that a facsimile or copied signature shall have the same force and - -
1 1 effect as an original signature. Rebel Communications LLC. By: Cody Whipple Its: Manager STATE OF NEVADA) COUNTY OF ) : ss. On the day of,, before me the undersigned, a Notary Public in and for said State personally appeared Cody Whipple, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same on behalf of Rebel Communications, LLC. WITNESS my hand and official seal. NOTARY PUBLIC Virgin Valley Water District By: Its: STATE OF NEVADA ) ) : ss. COUNTY OF ) On the day of,, before me the undersigned, a Notary - -
1 1 Public in and for said State personally appeared, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that executed the same on behalf of the Virgin Valley Water District. WITNESS my hand and official seal. NOTARY PUBLIC City of Mesquite By: Its: STATE OF NEVADA ) ) : ss. COUNTY OF ) On the day of,, before me the undersigned, a Notary Public in and for said State personally appeared, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that executed the same on behalf of the City of Mesquite. WITNESS my hand and official seal. NOTARY PUBLIC - -