ICOA, Inc.
000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxx 00000
May 14, 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 on or about the
date hereof, (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 on or about the date
hereof 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 on or about the date hereof to purchase up to 4,000,000 shares of Common
Stock (the "Warrant", and together with the Subscription Agreement, the Note and
the other documents dated on our about the date hereof, by and between the
Subscriber and the Company, collectively, the "Transaction Documents") to the
Subscriber. All terms defined in the 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 Transaction Documents, including to permit the Company to
issue the Note and the Warrant to the Subscriber prior to the listing of the
Common Stock on the OTC Bulletin Board, the Company requests that the Subscriber
agree to amend and/or waive certain provisions contained in the Transaction
Documents.
The Subscriber and the Company agree to and hereby amend the
Subscription Agreement and the other Transaction Documents, in order to
eliminate the requirment that the Common Stock be listed for trading on the OTC
Bulletin Board, or that the Company take steps to effectuate, maintain or
continue such listing, by deleting the provisions of Sections 2(i), 2(q), 7(b)
and 7(d) of the Subscription Agreement, and Sections 3.3 and 3.7 of the Note,
but in each case only to the extent necessary to eliminate the requirement that
the Common Stock be listed for trading on the OTC Bulletin Board, or that the
Company take steps to effectuate, maintain or continue such listing, and the
provisions contained in any other sections of the Subscription Agreement and the
other Transaction Documents to the extent that they effectuate or reflect such
deleted provisions, mutatis mutandis; provided, however, that the requirement of
the Company to maintain the listing of its Common Stock for trading on the Pink
Sheets or a Principal Market remains in full force and effect without any waiver
or change, and the provisions of Sections 7(b) and 7(d) of the Subscription
Agreement shall be deemed reinstated as of June 4, 2001 as if unaffected by this
waiver; and provided, further, that it shall be deemed an Event of Default under
Article III of the Note if the Company fails to secure the listing of its Common
Stock for trading on the OTC Bulletin Board or another Principal Market on or
before 5:00 PM New York time, June 4, 2001.
Laurus Master Fund, Ltd.
May 14, 2001
page 2/2
Except as set forth in this amendment and waiver, the Subscription
Agreement and the other 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/ XXXXXX XXXXXXXXXXXXXX
--------------------------------------
Name: XXXXXX XXXXXXXXXXXXXX
Title: President and Chief
Executive Officer
Agreed and Accepted
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LAURUS MASTER FUND, LTD.
--Subscriber
By: /s/ XXXXX GRIN
--------------------------------
Name: Xxxxx Grin
Title: Fund Manager
