TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of November 2, 2005, by and among ICOA, INC., a Nevada corporation
(the "Company") and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership
(the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution"), a Registration
Rights Agreement (the "Registration Rights Agreement"), and an Escrow Agreement
(the "Escrow Agreement") all of which are dated March 19, 2004 (collectively,
the "Transaction Documents").
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein and in the Transaction Documents and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
Termination. The Company and the Investor hereby agree to terminate the
Transaction Documents and the respective rights and obligations contained
therein. As a result of this provision, none of the parties shall have any
rights or obligations under or with respect to the Transaction Documents.
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IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
ICOA, INC. CORNELL CAPITAL PARTNERS, LP
By: _____________________ By: Yorkville Advisors, LLC
Name: Xxxxxxx Xxxxxxxxxx Its: General Partner
Title: President and CEO
By: ____________________
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
