ICOA, Inc.
000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxx 00000
July 26, 2001
LAURUS MASTER FUND, LTD.
c/o Onshore Corporate Services Ltd.
X.X. Xxx 0000 G.T., Queensgate House
South Church Street, Grand Cayman, Cayman Islands
Ladies and Gentlemen:
Reference is made to the Subscription Agreement, dated June 13, 2001
(the "Subscription Agreement") between Laurus Master Fund, Ltd. (the
"Subscriber") and ICOA, Inc., a Nevada corporation (the "Company"), pursuant to
which the Company issued (a) a Note dated June 13, 2001 in the principal amount
of $400,000 (the "Note") to the Subscriber, convertible according to the terms
thereof into shares of common stock of the Company, par value $.0001 per share
(the "Common Stock"), and (b) a Warrant dated June 13, 2001 to purchase up to
4,000,000 shares of Common Stock (the "Warrant", and together with the
Subscription Agreement, the Note and the related documents dated June 13, 2001,
by and between the Subscriber and the Company, collectively, the "Transaction
Documents") to the Subscriber.
Reference is also made to the Subscription Agreement, dated on or
about the date hereof (the "New Subscription Agreement") between the Subscriber
and the Company, pursuant to which the Company issued (a) a Note dated on or
about the date hereof in the principal amount of $250,000 (the "New Note") to
the Subscriber, convertible according to the terms thereof into shares of Common
Stock, and (b) a Warrant dated on or about the date hereof to purchase up to
250,000 shares of Common Stock (the "New Warrant", and together with the New
Subscription Agreement, the New Note and the other documents dated on our about
the date hereof, by and between the Subscriber and the Company, collectively,
the "New Transaction Documents") to the Subscriber. All terms defined in the
Subscription Agreement and/or the New Subscription Agreement shall have the same
meaning when used in this amendment and waiver unless otherwise defined herein.
In connection with the parties' entering into the agreements
contemplated by the New Transaction Documents, including to permit the Company
to issue the New Note and the New Warrant to the Subscriber, the Subscriber
hereby waives its rights and any and all agreements and requirements contained
in the Transaction Documents, to the fullest extent necessary to consummate the
agreements and transactions contemplated by the New Transaction Documents and to
permit future issuances of securities, if any, by the Company to the Subscriber,
including, without limitation, the offering and sale restrictions contained in
Section 11 of the Subscription Agreement, and the anti-dilution provisions
contained in Section 2.1(c)(D) of Note and Section 3.4 of the Warrant.
Laurus Master Fund, Ltd.
July 26, 2001
page 2/2
Except as set forth in this amendment and waiver, the Subscription
Agreement, the New Subscription Agreement, and the other Transaction Documents
and New Transaction Documents remain 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/ Xxxxx Xxxxxxxx, Xx.
--------------------------------
Name: Xxxxx Xxxxxxxx, Xx.
Title: Treasurer
AGREED AND ACCEPTED
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LAURUS MASTER FUND, LTD.
--SUBSCRIBER
By: /s/ Xxxxx Grin
--------------------------------
Name: Xxxxx Grin
Title: Fund Manager
