STOCK PURCHASE AGREEMENT AGREEMENT made September 8, 2004, by and between ICOA, Inc., a Nevada corporation ("Buyer"), AuthDirect, Inc., a California corporation (the "Company"), and the Selling Stockholders listed on the signature page hereto as the...Stock Purchase Agreement • December 22nd, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
BACKGROUNDEscrow Agreement • July 14th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
Right to Purchase 4,000,000 Shares of Common Stock of ICOA, Inc. (subject to adjustment as provided herein)Icoa Inc • June 21st, 2001 • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 19, 2004 by and between ICOA, INC., a Nevada corporation, with its principal office located at 111 Airport Road Warwick, Rhode Island (the "Company"),...Registration Rights Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
AMENDED AND RESTATED SETTLEMENT AGREEMENT This Amended and Restated Settlement Agreement (the "Agreement") is being made this 30th day of June, 2006 (the "Effective Date") by and between ICOA, Inc., a Nevada corporation ("Company"), with an address at...Settlement Agreement • June 30th, 2006 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF...Icoa Inc • July 31st, 2001 • Telephone communications (no radiotelephone)
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of April 8, 2005 by and among ICOA, Inc., a Nevada corporation (the "Company"), and Thomas P. Cannon (the "Investor"). R E C I T A L S: WHEREAS, Investor has...Subscription Agreement • July 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
Recitals:Termination Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of November 2, 2005, by and among ICOA, INC., a Nevada corporation (the "Company") and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF...Icoa Inc • December 22nd, 2004 • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER by and among ICOA, INC., ICOA PUBLIC SERVICES, INC.Agreement and Plan of Merger • July 14th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
SUBSCRIPTION AGREEMENT ---------------------- Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and ICOA, Inc., a Nevada corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, Secured 9% Convertible Notes...Subscription Agreement • July 31st, 2001 • Icoa Inc • Telephone communications (no radiotelephone) • New York
ARTICLE IIcoa Inc • July 31st, 2001 • Telephone communications (no radiotelephone) • New York
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
FORM OFSubscription Agreement • November 30th, 2000 • Icoa Inc • Blank checks • New York
ICOA, INC.Icoa Inc • November 8th, 2005 • Telephone communications (no radiotelephone)
Distribution Services Agreement THIS DISTRIBUTION SERVICES AGREEMENT (the "Agreement") is made this ___7th__ day of September, 2005 by and between ICOA, INC., a Nevada corporation ("ICOA") and OOH! TV, Inc., a Maryland corporation ("OOH"). WHEREAS,...Distribution Services Agreement • January 6th, 2006 • Icoa Inc • Telephone communications (no radiotelephone) • Maryland
ICOA, INC.,Stock Purchase Agreement • April 22nd, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 2, 2006, by and among ICOA, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule I attached...Investor Registration Rights Agreement • February 9th, 2006 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
STANDBY EQUITY DISTRIBUTION AGREEMENT AGREEMENT dated as of the 19th day of March 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and ICOA, INC, a corporation organized and existing under...Equity Distribution Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is between ICOA, Inc. ("Company"), with its principal place of business at 111 Airport Road, Warwick, RI 02889 , and Thomas P. Cannon ("Contractor"). In consideration...Independent Contractor Agreement • July 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
RECITALS:Pledge and Escrow Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
WITNESSETHSecurities Purchase Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE...Icoa Inc • December 22nd, 2004 • Telephone communications (no radiotelephone) • Rhode Island
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of September 8, 2005 by and among ICOA, Inc., a Nevada corporation (the "Company"), and Seaport Capital Partners, LLC. (the "Investor"). R E C I T A...Registration Rights Agreement • October 13th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
WITNESSETH:Securities Purchase Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
MUTUAL RELEASE This Mutual Release (the "Agreement") is dated and is effective as of this day of July, 2005, (the "Effective Date"), and is by and among ICOA, Inc. ("ICOA"), a Nevada corporation having its principal offices located in the State of...Mutual Release • July 14th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Virginia
ICOA, Inc. 111 Airport Road, Warwick, Rhode Island 02889Icoa Inc • May 25th, 2001 • Blank checks
LAURUS MASTER FUND, LTD. c/o Onshore Corporate Services Ltd. P.O. Box 1234 G.T., Queensgate House South Church Street, Grand Cayman, Cayman Islands
RECITALS:Asset Purchase Agreement • January 2nd, 2002 • Icoa Inc • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENT This Agreement is entered into between Richard Schiffmann ("Employee") and ICOA, Inc. ("Company") as of December 16 2004, upon the following terms and conditions: 1. Duties; At-Will Employment. Employee will be appointed as...Employment Agreement • March 25th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
SUBSCRIPTION AND RELEASE AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of September 8, 2005 by and among ICOA, Inc., a Nevada corporation (the "Company"), and Seacoast Funding, Inc. a Nevada corporation (the "Investor")....Subscription and Release Agreement • October 13th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT This REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT (this "Agreement") is entered into as of September 8, 2005 by and among ICOA, Inc., a Nevada corporation (the "Company"), and Seacoast Funding, Inc. (the...Registration Rights and Shareholder Agreement • October 13th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
WITNESSETHSecurities Purchase Agreement • February 9th, 2006 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
BACKGROUNDEscrow Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
ICOA, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
