September 11, 1998
TO: Purchasers of Units consisting of $250,000 principal amount of
10% Senior Secured Notes of World Wireless Communications, Inc. (The
"Company") and one warrant to purchase 25,000 shares of Common Stock
of the Company (individually each a "Lender" and collectively the
"Lenders")
Re: Waiver and Amendment of Agreements
Ladies and Gentlemen:
Reference is made to the Loan Agreement between the
Lenders and the Company dated as of May 15, 1998 (the "Agreement"),
including each note attached thereto as Exhibit A (the "Note"), each
warrant attached thereto as Exhibit B (the "Warrant") and the
Pledge/Security Agreement attached thereto as Exhibit C (the
"Pledge/Security Agreement"), as amended by letter agreement dated
August 7, 1998.
As an inducement for the Company to consummate an offering
of its common stock pursuant to the Confidential Private Placement
Memorandum dated September 9, 1998 (the "Offering"), the Company and
each Lender agree to amend the above-referenced documents as
described herein:
1. Section 3(b) of each Note shall be amended to read as
follows, effective as of May 15, 1998:
"Notwithstanding anything contained herein to the
contrary, this Note shall be mandatorily prepaid in the event that
the Maker closes an offering of its securities, whether through one
or more private placement or secondary public offerings, in which
the Maker raises gross proceeds from such transaction or
transactions of at least $2,500,000, or, on a pro rata basis with
the holders of identical notes of the Company, if less than
$2,500,000 is so raised, excluding in any case any funds raised from
Lancer Partners L.P., Lancer Offshore L.P., Xxxxxxx Xxxxx and their
affiliates and except that only 50% of the first $2,500,000 of gross
proceeds raised by the Maker in such transaction or transaction on
or before October 12, 1998 (excluding any funds raised from Lancer
Partners L.P., Lancer Offshore L.P., Xxxxxxx Xxxxx and their
affiliates) shall be used to prepay this Note."
2. Each warrant shall be amended to provide that the
purchase price share of common stock of the Company shall be "$0.75"
in the first paragraph thereof, effective as of May 15, 1998.
In consideration of the foregoing amendments each Lender
unconditionally and irrevocably waives the application of the
anti-dilution provisions of each Warrant with respect to the
Offering.
Except as amended as set forth herein, the Agreement, each
Note, each Warrant and the Pledge/Security Agreement shall continue
in full force and effect.
If this letter accurately sets forth our understanding,
please sign your name below and return your signed original to us
immediately.
Very truly yours,
WORLD WIRELESS COMMUNICATIONS, INC.
By: /S/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
THE XxXXXXXXX TRUST
By: /S/ Xxxxxx X. XxXxxxxxx, Xx. /S/ Xxxxx Xxxx
-------------------------------- -----------------------------
Xxxxxx X. XxXxxxxxx, Xx., Xx. Xxxxx Xxxx
Trustee 000 Xxxxxxxxxxxx Xxxx.
P.O. Box 7846 Suite 246
Aspen, CO 81612 Bala Cynwyd, PA 19004
DPM INVESTMENT CORP.
By: /S/ Xxxxxx X. XxXxxxxxx, Xx. /S/ Xxxxxx Xxxxxx
--------------------------- -----------------------------
Suite 246 Xx. Xxxxxx Xxxxxx
Xxxxxx X. XxXxxxxxx, Xx. , V.P. 000 Xxxxxxxxxxxx Xxxx.
P.O. Box 7846 Bala Cynwyd, PA 19004
Aspen, CO 81612
FRYING PAN PARTNERS, LLC.
By: /S/Xxxxx X. Xxxxx /S/ X.X. Xxxxxxxxxxx
---------------------- ------------------------------
Xxxxx X. Xxxxx, Member Xx. X.X. Xxxxxxxxxxx
P.O. Box 7846 0000 Xxxxx Xxxxxxx
Xxxxx, XX 00000 Xxx Xxxxxxxx, XX 00000-3514
CJL INVESTMENTS, LLC
By: /S/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, XXX, Managing-Member
