ICOA, INC.
000 XXXXXXX XXXX
XXXXXXX, XXXXX XXXXXX 00000
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 corporation (the "Company"). All terms
defined in each of the Subscription Agreements shall have the same meaning when
used in this waiver unless otherwise defined herein.
Pursuant to Section 10.1(iv) of each of the Subscription
Agreements, the Company agreed to file a registration statement on Form SB-2
under the Securities Act of 1933, as amended (the "Registration Statement"), to
register not less than 45,000,000 shares of Common Stock underlying the
Registrable Securities, of which not less than 33,000,000 shares "shall be
reserved for issuance upon conversion of the Notes and exercise of the Warrants
issuable in connection with the Notes and the remaining registered Shares shall
be reserved for issuance upon conversion of the Put Notes and exercise of the
Warrants issuable in connection with the Put Notes." Each Subscriber hereby
waives the Company's obligation to comply with Section 10.1(iv) of each of the
Subscription Agreements insofar as it relates to the filing of the Registration
Statement to register the Registrable Securities, other than such Registrable
Securities (the "Initial Securities") consisting of Common Stock issuable upon
conversion of Notes issued on and dated as of August 28, 2000 (the Closing Date)
and Put Notes issued on and dated as of February 8, 2001 (the first Put Closing
Date). (For the avoidance of doubt, the "Initial Securities" do not include any
other Put Notes or any Warrants issuable at any time.) In addition, each
Subscriber and the Company agree that such section is hereby amended to change
the number of shares of Common Stock required to be registered from not less
than 45,000,000 to not less than 32,000,000 shares, and the number of reserved
shares from not less than 33,000,000 to not less than 32,000,000 shares, and
such numbers of registered and reserved shares shall relate solely to the
Initial Securities. Failure to file a registration statement with respect to, or
to register, Registrable Securities other than the Initial Securities shall not
constitute a Non-Registration Event under the Subscription Agreements or under
any Warrants, or an Event of Default under the Notes or Put Notes; provided,
however, that the Subscribers do not waive any liquidated damages that may have
accrued to date pursuant to Section 10.4 of the Subscription Agreements. Each
Subscriber and the Company agree that the Company may not hereafter exercise any
Puts under the Subscription Agreements unless and until the parties reach
agreement on a revised registration process.
Pursuant to Section 11.5 of each of the Subscription
Agreements, the Company and the Subscribers agreed that subject to certain
conditions, a Subscriber could assign to another party either before or after
exercise of a Put by the Company, the Subscriber's right to pay all or some of
the Put Purchase Price and receive the corresponding Put Securities. The Company
and the Subscribers do hereby amend such section with respect to any exercise of
Puts hereafter, to the effect that such section shall permit such assignments
between existing Subscribers only to the exclusion of any other parties.
Investors listed on Schedule I
April 4, 2001
page 2/2
Except as set forth in this waiver, each of the Subscription
Agreements remains in full force and effect and no other rights or remedies are
waived or changed. Please acknowledge your agreement with the foregoing by
signing in the space provided below.
Very truly yours,
ICOA, INC.
By: /s/
-----------------------------
Name:
Title:
AGREED AND ACCEPTED
-------------------
KESHET X.X. XXXX INVESTMENTS, INC.
--SUBSCRIBER --SUBSCRIBER
By: By:
------------------------------- -----------------------------
Name: Name:
Title: Title:
TALBIYA B. INVESTMENTS LTD. LIBRA FINANCE, S.A.
--SUBSCRIBER AND WARRANT RECIPIENT --WARRANT RECIPIENT
By: By:
------------------------------- -----------------------------
Name: Name:
Title: Title:
NESHER LTD.
--SUBSCRIBER
By:
---------------------------------
Name:
Title:
SCHEDULE I
Keshet L.P.
Ragnall House
00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X0 0X0
Xxxxxx Xxxxxxx
Talbiya B. Investments
Ragnall House
00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X0 0X0
Xxxxxx Xxxxxxx
Nesher Ltd.
Ragnall House
00 Xxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
0X0 0X0
Xxxxxx Xxxxxxx
Tusk Investments, Inc.
X.X. Xxx 0000
Xxxxxx
Xxxxxxxxxxx
Libra Finance, S.A.
X.X. Xxx 0000
Xxxxxx
Xxxxxxxxxxx
