LAURUS MASTER FUND, LTD. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
LAURUS MASTER FUND, LTD.
c/o M&C Corporate Services Limited
X.X. Xxx 000 XX
Xxxxxx House
South Church Street
Xxxxxx Town
Grand Cayman, Cayman Islands
November 7, 2006
00000 Xxxxxx Xxxx
Xxxxxxx Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Re:
Restricted Account: Account Number 000-000-0000 ,
Account Name: Restricted iBROADBAND, maintained at North Fork Bank (the “Restricted Account”).
Reference is made to (i) that certain Securities Purchase Agreement, dated as of August __, 2006 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and between iBroadband, Inc. corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of August __, 2006 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to [Section 3.2] of the Purchase Agreement, the Company is required to place $2,500,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have any obligations outstanding under the Note and to assign the Restricted Account for the benefit of the Purchaser as security for the performance of the Company’s obligations to the Purchaser.
The Company may request that the Purchaser direct the Bank to release all or any portion of the amounts contained in the Restricted Account following (or in connection with) the consummation of an acquisition by the Company or any of its Subsidiaries. Such a release referred to in the immediately preceding sentence shall be subject (in all respects) to the Purchaser’s evaluation of all factors that it considers (in its sole discretion) relevant at the time of such requested release, including its determination (i) of the relative benefit of such acquisition to the Company and its Subsidiaries and (ii) of the overall performance (financial or otherwise) of the Company and its Subsidiaries at such time. The Purchaser shall not be under any obligation to release any amount pursuant to this paragraph and the release of such amounts shall be in the Purchaser’s sole and absolute discretion. Prior to any such acquisition referred to in this paragraph, the Purchaser shall comply with Section 6.12(f) of the Purchase Agreement in all respects.
This letter may not be amended or waived except by an instrument in writing signed by the Company and the Purchaser. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter sets forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein.
If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below.
Signed,
Laurus Master Fund, Ltd.
By:____________________
Name:
Title:
Agreed and Accepted this 7th day of November 2006.
By:_____________________
Name:
Title:
