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
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES...Warrant Agreement • November 30th, 2000 • Icoa Inc • Blank checks • New York
April 4, 2001 To each of the Investors listed on Schedule I hereto: Reference is made to each of those certain Subscription Agreements, dated as of August 28, 2000 (the "Subscription Agreements") between each Subscriber and ICOA, Inc., a Nevada...Subscription Agreement • April 4th, 2001 • Icoa Inc • Blank checks
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...Warrant Agreement • December 22nd, 2004 • Icoa Inc • Telephone communications (no radiotelephone)
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
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").
Right to Purchase 4,000,000 Shares of Common Stock of ICOA, Inc. (subject to adjustment as provided herein)Common Stock Purchase Warrant • June 21st, 2001 • Icoa Inc • Telephone communications (no radiotelephone) • New York
SETTLEMENT AGREEMENT 1. ICOA, Inc., a Nevada corporation ("Company") and Thomas Cannon ("Employee") enter into this Settlement Agreement ("Agreement"), which was received by Employee on the date written below, for and in consideration of the promises...Settlement Agreement • July 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
ICOA INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made and entered into this 26th day of October, 2005, between ICOA, Inc., a Nevada corporation (the "Company"), and Stephen Cummings ("Indemnitee"). A. Indemnitee, as a...Indemnification Agreement • October 28th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
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
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
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
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 19, 2004 Signature Stock Transfer 2301 Ohio Drive Suite 100 Plano, Texas 75093 Attention: Jason Bogutski RE: ICOA, INC. Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement...Securities Purchase Agreement • May 7th, 2004 • Icoa Inc • Telephone communications (no radiotelephone)
ICOA, INC.Lock-Up Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
The undersigned hereby agrees that for a period commencing on October 28, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Securities Purchase Agreement between ICOA, Inc. (the "Company") and the Investor dated October 28, 2005 have been paid or (b) October 27, 2007 (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 2, 2005, by and among ICOA, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule I attached...Registration Rights Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
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 Agreement • October 13th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Nevada
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...Warrant Agreement • July 31st, 2001 • Icoa Inc • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER by and among ICOA, INC., ICOA PUBLIC SERVICES, INC.Merger Agreement • July 14th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
ARTICLE IConvertible Note • July 31st, 2001 • Icoa Inc • Telephone communications (no radiotelephone) • New York
FORM OFSubscription Agreement • November 30th, 2000 • Icoa Inc • Blank checks • New York
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
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...Standby 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)
AMENDED AND RESTATED SETTLEMENT AGREEMENT This Amended and Restated Settlement Agreement (the "Agreement") is entered into this 30th day of June, 2006 by and between ICOA, Inc., a Nevada corporation (the "Company"), and Richard Schiffmann, Jr....Settlement Agreement • June 30th, 2006 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
June 13, 2001 To each of the Subscribers and Warrant Recipients listed on Schedule I hereto: Reference is made to each of those certain Subscription Agreements, dated as of August 28, 2000, as amended to date (the "Subscription Agreements") between...Subscription Agreement • June 21st, 2001 • Icoa Inc • Telephone communications (no radiotelephone)
Reference is made to each of those certain Subscription Agreements, dated as of August 28, 2000, as amended to date (the "Subscription Agreements") between each Subscriber and ICOA, Inc., a Nevada corporation (the "Company"), pursuant to which the Company issued (a) Notes dated as of August 28, 2000 in an aggregate principal amount of $500,000 (the "Initial Notes") to the Subscribers, convertible according to the terms thereof into shares of common stock of the Company, par value $.0001 per share (the "Common Stock") and warrants to purchase shares of Common Stock, and (b) a Put Note dated as of February 8, 2001 in the principal amount of $60,000 (the "Initial Put Note"; and together with the Subscription Agreements, the Initial Notes and the other documents entered into in connection therewith, the "Initial Documents"), convertible according to the terms thereof into shares of Common Stock and warrants to purchase shares of Common Stock. All terms defined in each of the Subscription A
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...Convertible Promissory Note • December 22nd, 2004 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT This REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENT (this "Agreement") is entered into as of July __, 2005 by and among ICOA, Inc., a Nevada corporation (the "Company"), and the investors listed on Schedule...Shareholder Agreements • 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
WITNESSETHSecurities Purchase Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
CUMMINGS EMPLOYMENT AGREEMENT This Agreement is entered into between Stephen Cummings ("Employee") and ICOA, Inc. ("Company"), upon the following terms and conditions: 1. Duties; At-Will Employment. Employee will perform for Company such duties as may...Employment Agreement • October 28th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Rhode Island
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 Agreement • July 14th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • Virginia
