August 19, 1999
TO: Purchasers of Units (each a "Lender" and collectively the
"Lenders") consisting of $200,000 principal amount of 16% Senior
Secured Notes of World Wireless Communications, Inc. (the
"Company").
Re: Waiver of Interest Default under Agreements
-------------------------------------------
Ladies and Gentlemen:
Reference is made to the Loan Agreement between the Lenders
and the Company dated as of May 14, 1999 (the "Agreement"),
including each note attached thereto as Exhibit A (the "Note"), and
the Pledge/Security Agreement attached thereto as Exhibit B (the
"Pledge/Security Agreement").
As an inducement for the Company to consummate an offering of
its common stock pursuant to the Confidential Private Placement
Memorandum dated January 24, 1999, as amended (the "Offering"), the
Company and each Lender agree as follows:
1. The Company hereby delivers to each Lender his, her or
its pro rata share of 50,000 shares of the Company's common stock,
which are subject to applicable securities laws restrictions,
receipt of which is hereby acknowledged.
2. The parties agree that the interest due on the Note held
by the Lenders who are signatories hereto as of August 15, 1999
shall be deferred until November 15, 1999 and shall become due and
payable on such date, together with the interest otherwise due on
each Note on such date.
3. In consideration thereof, each Lender unconditionally
and irrevocably waives the Company's default under Sections 1, 3(a)
and 4(a), of each Note and Section 2.2(c)(i) of the Pledge/Security
Agreement, including, without limitation, any and all rights and
remedies set forth therein, effective as of the date hereof.
Except as amended as set forth herein, the Agreement, each
Note 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
-------------------
David D. Singer, President
AGREED:
LANCER OFFSHORE, INC. THE ORBITER FUND
By: S/s Michael Lauer By: /s/ Michael Lauer
------------------------ ------------------------
Michael Lauer, President Michael Lauer, President
STERLING TECHNOLOGY PARTNERS, LLC
By: /s/ Bruce D. Cowen
-------------------------
Bruce D. Cowen, President
/s/ James Kelly
------------------------
James Kelly
/s/ Kathryn Braithwaite
-------------------------
K.R. Braithwaite
August 19, 1999
TO: Purchasers of Units (each a "Lender" and collectively the "Lenders")
consisting of $200,000 principal amount of 16% Senior Secured Notes of
World Wireless Communications, Inc. (the "Company").
Re: Waiver of Default under Agreements
----------------------------------
Ladies and Gentlemen:
Reference is made to the Loan Agreement between the Lenders and the
Company dated as of May 14, 1999 (the "Agreement"), including each note
attached thereto as Exhibit A (the "Note"), and the Pledge/Security
Agreement attached thereto as Exhibit B (the "Pledge/Security Agreement").
As an inducement for the Company to consummate an offering of its
common stock pursuant to the Confidential Private Placement Memorandum
dated January 24, 1999, as amended (the "Offering"), the Company and each
Lender agree as follows:
1. The Company hereby delivers to each Lender his, her or its pro
rata share of default stock purchase warrants to purchase an aggregate of
300,000 shares of the Company's common stock at an exercise price of $0.25
per share in the form of Exhibit 2 to the Pledge/Security Agreement,
receipt of which is hereby acknowledged.
2. In addition to the foregoing, the Company hereby delivers to
each Lender his, her or its pro rata share of 200,000 shares of the
Company's common stock, which are subject to applicable securities laws
restrictions, receipt of which is hereby acknowledged.
3, Section 3(b) of each Note shall be amended to read as follows
effective as of May 14, 1999:
"Notwithstanding anything contained herein to the contrary, this Note
shall be mandatorily prepaid in an amount equal to 25% of the gross
proceeds received by the Maker from any and all closings of an
offering of its securities, whether through one or more private
placement or secondary public offerings, which prepayment shall be
made upon the closing of any such offering, any gross proceeds
received by the Company from any such offering on or before December
31, 1999 shall be due and payable on December 31, 1999."
4. Section 5.6 of the Pledge/Security Agreement shall be amended to
read as follows, effective as of May 14, 1999:
"Additional Remedies upon Certain Defaults. Notwithstanding anything
contained in this Agreement to the contrary, if there is an event of
default under Section 2.2(c)(v) hereof and as the exclusive remedy in
such case. Pledgor shall grant to each Pledgee his pro rata share
(computed based on the ratio of the principal amount of his Note to
the principal amount of all Notes originally issued) of additional
warrants, substantially in the form attached hereto as Exhibit 2, to
purchase additional shares of the common stock of Pledgor (the
"Default Warrant Shares") at the rate of Three Hundred Thousand
(300,000) Default Warrant Shares for each such event of default under
Section 2.2(c)(v) hereof; provided, however, that the number of
Default Warrant Shares shall not exceed Nine Hundred Thousand
(900,000) of such shares in the aggregate. The representations and
warranties of each Pledgee set forth in Section 3 of such Pledgee's
Subscription Agreement shall be true and correct with respect to such
Default Warrant Shares on the date of such grant and as the exclusive
remedy in such case after 2.2(c)(v) hereof."
In consideration of the foregoing amendments, each Lender
unconditionally and irrevocably waives the Company's default under Sections
3(b), 4(a), 4(b) and 4(e)(i) of each Note and Section 2.2(c)(i), (ii), and
(v)(i) of the Pledge/Security Agreement, including, without limitation, any
and all rights and remedies set forth therein, effective as of the date
hereof.
Except as amended as set forth herein, the Agreement, each Note 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
---------------------------------
David D. Singer, President
AGREED:
LANCER OFFSHORE, INC. THE ORBITER FUND
By: /s/ Michael Lauer By: /s/ Michael Lauer
--------------------------- --------------------------
Michael Lauer, President Michael Lauer, President
THE McCLOSKEY TRUST STERLING TECHNOLOGY PARTNERS, LLC
By: /s/ Thomas D. McCloskey By: /s/ Bruce D. Cowen
---------------------------- ----------------------------
Thomas D. McCloskey, Jr., Trustee Bruce D. Cowen, President
/s/ James Kelly
---------------------------
DPM INVESTMENT CORP. James Kelly
By: /s/ Thomas D. McCloskey /s/ Kathryn Braithwaite
------------------------------ ----------------------------
Thomas D. McCloskey, Jr. , V.P. K.R. Braithwaite
FRYING PAN PARTNERS, LLC. CJL INVESTMENTS, LLC
By: /s/ David L. Marrs By: /s/ John H. Perry
------------------------------- ----------------------------
David L. Marrs, Member John H. Perry, III, Managing-Member