Recitals:Termination Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
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").
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
ICOA, INC.Lock-Up Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
The undersigned hereby agrees that for a period commencing on October 28, 2005 and expiring on the date that all amounts owed to Cornell Capital Partners, LP (the "Investor"), or any successors or assigns, under the Secured Convertible Debentures issued to the Investor pursuant to the Securities Purchase Agreement between ICOA, Inc. (the "Company") and the Investor dated October 28, 2005 have been paid or (b) October 27, 2007 (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 2, 2005, by and among ICOA, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule I attached...Registration Rights Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
ARTICLE 1.Security Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
WITNESSETHSecurities Purchase Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
ICOA, INC.Secured Convertible Debenture • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone)
RECITALS:Pledge and Escrow Agreement • November 8th, 2005 • Icoa Inc • Telephone communications (no radiotelephone) • New Jersey
