ICOA, Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000
May 14, 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 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 Agreements shall
have the same meaning when used in this amendment and waiver unless otherwise
defined herein.
Reference is also made to the subscription agreement and the other
documents (collectively, the "Transaction Documents") dated on or about the date
hereof, by and between the Company and Laurus Master Fund, Ltd. (the
"Investor"), pursuant to which the Company is issuing (i) a Note in the
principal amount of $400,000 (the "Note") to the Investor, convertible according
to the terms thereof into shares of Common Stock, and (ii) a Warrant (the
"Warrant") for the purchase of up to 4,000,000 shares of Common Stock.
In connection with the parties' entering into the agreements
contemplated by the Transaction Documents, including to permit the Company to
issue the Note and the Warrant to the Investor, the Company requests that each
Subscriber agree to amend and/or waive certain provisions contained in the
Initial Documents.
The Subscribers and the Company agree to and hereby amend the
Subscription Agreements, in order to eliminate the Put financing facility from
this date forward, by deleting the provisions of Sections 11.1, 11.2, 11.3, 11.4
and 11.5 of the Subscription Agreements, and the provisions contained in any
other sections of the Subscription Agreements and the other Initial Documents to
the extent that they effectuate or reflect such deleted provisions, mutatis
mutandis; provided, however, that the obligation of the Company to issue
warrants upon any conversion of the Initial Notes or the Initial Put Note
pursuant to the terms of the Subscription Agreements and the other Initial
Documents, remains in full force and effect without any waiver or change.
Subscribers and Warrant
Recipients listed on Schedule I
May 14, 2001
page 2/3
The Subscribers hereby waive their rights and any and all agreements
and requirements contained in the Initial Documents, only to the fullest extent
necessary to consummate the agreements and transactions contemplated by the
Transaction Documents, including, without limitation, the right of first refusal
provisions contained in Section 12(a) of the Subscription Agreements and the
offering and sale restrictions contained in Section 12(b) of the Subscription
Agreements.
[Remainder of Page Intentionally Left Blank]
Subscribers and Warrant
Recipients listed on Schedule I
May 14, 2001
page 3/3
Except as set forth in this amendment and 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/ XXXXXX XXXXXXXXXXXXXX
--------------------------------------
Name: XXXXXX XXXXXXXXXXXXXX
Title: President and Chief
Executive Officer
Agreed and Accepted
-------------------
KESHET X.X. XXXX INVESTMENTS, INC.
--Subscriber --Subscriber
By: /s/ XXXX XXXXXX By: /s/ XXXXXX XXXXXX
-------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxxxxx Xxxxxx
Title: Director Title: Director
TALBIYA B. INVESTMENTS LTD. LIBRA FINANCE, S.A.
--Subscriber and Warrant Recipient --Warrant Recipient
By: /s/ XXXX XXXXXX By: /s/ X. XXXXX
-------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: X. Xxxxx
Title: Director Title: Authorized Signatory
NESHER LTD.
--Subscriber
By: /s/ XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
Title: Director
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.
P.O. Box 4603
Zurich
Switzerland
Libra Finance, S.A.
P.O. Box 4603
Zurich
Switzerland
