August 7, 1998
TO: Purchasers of Units consisting of $100,000 principal amount of
10% Senior Secured Notes of World Wireless Communications, Inc. (The
"Company") and one warrant to purchase 10,000 shares of Common Stock
of the Company (individually each a "Lender" and collectively the
"Lenders")
Re: Waiver and Amendment of Agreements
Ladies and Gentlemen:
Reference is made to the Loan Agreement between the
Lenders and the Company dated as of May 15, 1998 (the "Agreement"),
including each note attached thereto as Exhibit A (the "Note"), each
warrant attached thereto as Exhibit B (the "Warrant") and the
Pledge/Security Agreement attached thereto as Exhibit C (the
"Pledge/Security Agreement").
As an inducement for each Lender to waive the default of
the Company under section4(e) of each note and Section 2.2(c)(v) of the
Pledge/Security Agreement, the Company and each Lender agree to amend
the above-referenced documents as described herein:
1. (a) The interest rate of each Note on the first page
shall be changed to "16% per annum," effective as of May 15, 1998.
(b) Section 3(b) of each Note shall be amended to
read as follows, effective as of May 15, 1998:
"Notwithstanding anything contained herein to the
contrary, this Note shall be mandatorily prepaid in the event that
the Maker closes an offering of its securities, whether through one
or more private placement or secondary public offerings, in which
the Maker raises gross proceeds from such transaction or
transactions of at least $2,500,000, or, on a pro rata basis with
the holders of identical notes of the Company, if less than
$2,500,000 is so raised, excluding in any case any funds raised from
Lancer Partners L.P., Lancer Offshore L.P., Michael Lauer and their
affiliates."
(c) Interest on each Note shall be paid commencing
"August 15, 1998," effective as of may 15, 1998.
2. Each Warrant shall be amended to provide that the
purchase price per share shall be "$2.50" in the first paragraph
thereof, effective as of May 15, 1998.
In consideration of the foregoing amendments, each Lender
unconditionally and irrevocably waives the Company's default under
Section 4(e) of each Note and Section 2.2(c)(v) of the Pledge/Security
Agreement for the quarter ended June 30, 1998, including without
limitation, any and all rights remedies set forth therein, effective
as of August 7, 1998.
Except as amended as set forth herein, the Agreement, each
Note, each Warrant and the Pledge/Security Agreement shall continue
in full force and effect.
If this letter accurately sets forth our understanding,
please sign your name below and return your signed original to us
immediately.
Very truly yours,
WORLD WIRELESS COMMUNICATIONS, INC.
By: /S/ David D. Singer
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David D. Singer, President
THE McCLOSKEY TRUST
By: /S/ William R. Jordan /S/ Scott Ryan
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William R. Jordan, IV Mr. Scott Ryan
Trustee 111 Presidential Blvd.
P.O. Box 7846 Suite 246
Aspen, CO 81612 Bala Cynwyd, PA 19004
DPM INVESTMENT CORP.
By: /S/ David L. Marrs /S/ Warren Palitz
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Suite 246 Mr. Warren Palitz
David L. Marrs, Sec/Treas 111 Presidential Blvd.
P.O. Box 7846 Bala Cynwyd, PA 19004
Aspen, CO 81612
FRYING PAN PARTNERS, LLC.
By: /S/David L. Marrs /S/ K. R. Braithwaite
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David L. Marrs, Member Ms. K.R. Braithwaite
P.O. Box 7846 3267 Paseo Gallita
Aspen, CO 81612 San Clemente, CA 92672-3514
CJL INVESTMENTS, LLC
By: /S/ John H. Perry
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John H. Perry, III, Managing-Member