SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 2,
2005, among ROOMLINX, INC., a Nevada corporation (the "Company"), and the
investors signatory hereto.
RECITALS:
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In consideration of the mutual covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
ARTICLE I
PURCHASE AND SALE OF SECURITIES
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Section 1.1 Purchase and Sale. The Company hereby agrees to issue and sell
to each signatory hereto (collectively, the "Investors", and each, individually,
an "Investor") and, subject to all of the terms and conditions hereof and in
reliance on the representations and warranties set forth or referred to herein,
each Investor severally agrees to purchase the principal amount of Convertible
Debentures set forth as "Amount of Investment" on the signature pages hereto,
such Convertible Debentures to be in the form attached hereto as Exhibit A (the
"Debentures") and a warrant (the "Warrant") to purchase up to a number of shares
of Common Stock, par value $.001 per share of the Company (the "Common Stock"),
equal to 65% of the original principal amount of such Investor's Debenture
divided by $0.075, and in the form attached hereto as Exhibit B. The Debentures
and the Warrants shall be collectively referred to herein as the "Securities."
The aggregate principal amount of Debentures to be issued and sold hereunder
shall be up to $1,100,000. Each Investor encloses herewith a check payable to,
or will immediately make a wire transfer payment to "Signature Bank as Escrow
Agent for RoomLinX, Inc." in the full amount of the purchase price of the
Debentures and Warrants being purchased. Such funds will be held for the
Investor's benefit, and will be returned promptly, without interest, penalty,
expense or deduction if the Company does not accept such Investor's
subscription. Together with the check for, or wire transfer of, the full
purchase price, each Investor is delivering a completed and executed signature
page of this Agreement.
Section 1.2 Closing. Upon satisfaction of the conditions to closing set
forth herein the closing of the purchase and sale of the Debentures and Warrants
(the "Closing") shall occur at the offices of counsel to the Placement Agent (as
hereinafter defined), or such other location as the parties shall mutually
agree. The date of the Closing shall be referred to herein as the "Closing
Date."
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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The Company represents and warrants to the Investors as follows, which
representations and warranties are true as of the date hereof and as of the
Closing Date:
Section 2.1 Corporate Organization. The Company and each of its
subsidiaries, if any, is a corporation duly incorporated, validly existing and
subsisting under the laws of the State of Nevada. The Company and each of its
subsidiaries have all requisite power and authority to own, operate and lease
its properties and to conduct its business as currently conducted. The Company
and each of its subsidiaries is duly qualified or licensed to do business and is
in good standing in each jurisdiction in which its ownership or leasing of
property or the conduct of its business requires such licensing or
qualification, except to the extent that the failure to be so qualified or
licensed would not have a Material Adverse Effect (as defined below). As used in
this Agreement, "Material Adverse Effect" means any event, circumstance or
development which individually or in the aggregate could reasonably be expected
to have a material adverse effect on the business, properties, operations,
condition (financial or otherwise), assets, liabilities, tradability of the
Common Stock, earnings or results of operations of the Company and its
subsidiaries or on the transactions contemplated hereby. If the Company does not
have any subsidiaries, references to "subsidiaries" in this Article II shall be
disregarded.
Section 2.2 Subsidiaries. The Company does not directly or indirectly own
any equity or similar interest, or any interest convertible into or exchangeable
or exercisable for any equity or similar interest, in any corporation,
partnership, limited liability company, joint venture or other business
association, entity or person.
Section 2.3 Authorization. The Company has all requisite power and full
legal right to execute and deliver this Agreement and the Ancillary Agreements,
and to perform all of its obligations hereunder and thereunder in accordance
with the respective terms hereof and thereof. This Agreement and the Ancillary
Agreements and the transactions contemplated hereby and thereby have been duly
approved and authorized by all requisite corporate action on the part of the
Company, and this Agreement has been duly executed and delivered by the Company
and constitutes, and each of the Ancillary Agreements, when executed and
delivered by the Company at the Closing, will constitute, a legal, valid, and
binding obligation of the Company, enforceable against it in accordance with its
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to the enforcement of creditors' rights and remedies or by other
equitable principles of general application. The execution, delivery, and
performance by the Company of this Agreement and the Ancillary Agreements in
accordance with their respective terms, and the consummation by the Company of
the transactions contemplated hereby or thereby, will not result (with or
without the giving of notice or the lapse of time or both) in any conflict,
violation, breach, or default, or the creation of any Lien, or the termination,
acceleration, vesting, or modification of any right or obligation, under or in
respect of (x) the Certificate of Incorporation or By-laws of the Company and
its subsidiaries, (y) any judgment, decree, order, statute, rule or regulation
binding on or applicable to the Company or its subsidiaries, or (z) any
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which it or any of its assets is or are bound, except, in the case
of clauses (y) and (z), for conflicts, violations, breaches, defaults, liens,
terminations, accelerations, vesting or modifications which would not have a
Material Adverse Effect.
Section 2.4 Capitalization. (a) Immediately prior to the Closing, not
giving effect to the sale and purchase of the Securities, the authorized and the
outstanding capital stock of the Company (on a Fully Diluted Basis including all
Derivative Securities) will be as set forth in Schedule 2.4. All such
outstanding shares of capital stock will be duly authorized, validly issued,
fully paid, and nonassessable, and will have been issued free and clear of
Liens. Except as set forth in Schedule 2.4, no adjustment will be required to be
made as a result of the Company's issuance of the Securities to the rate at
which any shares of any class of the equity securities of the Company,
subscriptions, options, warrants, calls, commitments or agreements or Derivative
Securities of the Company are convertible into or exercisable for shares of
Common Stock, Derivative Securities or shares of other equity securities of the
Company (by reason of any "anti-dilution" provisions or agreements or
otherwise).
(b) Except as set forth on Schedule 2.4, the Company does not have, is not
bound by, and has no obligation to grant or enter into, any outstanding
subscriptions, options, warrants, calls, commitments, or agreements of any
character calling for it to issue, deliver, or sell, or cause to be issued,
delivered, or sold, any shares of its capital stock, any other equity security,
or any securities convertible into, exchangeable for, or representing the right
to subscribe for, purchase, or otherwise acquire any shares of its capital stock
or any other equity security.
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(c) Except as set forth in Schedule 2.4, the Company (i) has no
outstanding obligations, contractual or otherwise, to repurchase, redeem, or
otherwise acquire any shares of capital stock or other equity securities of the
Company, (ii) is not a party to or bound by any agreement or instrument relating
to the voting of any of its securities, and (iii) is not a party to or bound by
any agreement or instrument under which any person has the right to require it
to effect, or to include any securities held by such person in, any registration
under the Securities Act (as defined in Section 2.5).
(d) All of the Securities have been offered and at the Closings will be
issued and sold, in compliance with (i) all applicable preemptive or similar
rights of all persons, and (ii) assuming the truthfulness and accuracy of the
representations made by the Investors in Section 3 hereof, all applicable
provisions of the Securities Act and the rules and regulations thereunder, and
all applicable state securities laws and the rules and regulations thereunder
and other applicable securities laws and regulations.
(e) The Securities (which, for purposes of this Section 2.4(e) shall be
deemed to include all shares of Common Stock issuable upon conversion of the
Debentures and all shares of Common Stock issuable upon exercise of the
Warrants) shall, upon issuance pursuant to the terms hereof and/or the terms of
the Debentures, as the case may be, be duly authorized and validly issued, fully
paid and non-assessable and free and clear of any Lien, security interest,
option or other charge or encumbrance and free of all preemptive and other third
party rights.
Section 2.5 Financial Statements/SEC Reports. The Company has filed all
reports required to be filed by it under the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law to file such material)
(the foregoing materials being collectively referred to herein as the "SEC
Reports") on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such
extension). The SEC Reports comply in all material respects with the
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the
case may be, and rules and regulations of the SEC promulgated thereunder. The
Company has identified and made available to the Investors a copy of all SEC
Reports filed within the 10 days preceding the date hereof. As of their
respective dates, the SEC Reports filed on or after June 28, 2004 complied in
all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations
of the SEC with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with GAAP, except as may
be otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Section 2.6 No Undisclosed or Contingent Liabilities. Except as set forth
in Schedule 2.6, neither the Company nor its subsidiaries has any liabilities or
obligations of any nature (whether absolute, accrued, contingent or otherwise
and whether due or to become due) which are not fully reflected or reserved
against on the balance sheet as of September 30, 2004 (including the footnotes
and schedules thereto, the "Balance Sheet") in accordance with GAAP, except for
(i) liabilities and obligations incurred in the ordinary course of business and
consistent with past practice since the date thereof and (ii) liabilities not
required to be so reflected or reserved against in accordance with GAAP.
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Section 2.7 Trading With the Enemy Act; Patriot Act. No sale of the
Company's securities nor the Company's use of the proceeds from such sale has
violated the Trading with the Enemy Act, as amended, or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto. Without limiting the foregoing, the Company (a) is not a
person whose property or interests in property are blocked pursuant to Section 1
of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)) and (b) does not engage in any dealings or
transactions, or be otherwise associated, with any such person. The Company is
in compliance in all material respects with the USA Patriot Act of 2001 (signed
into law October 26, 2001).
Section 2.8 Absence of Certain Changes. Except as set forth on Schedule
2.8 or otherwise disclosed in the SEC Reports, since the date of the Balance
Sheet, the Company has conducted its business only in the ordinary course and
consistent with past practice, and has not:
(a) suffered any Material Adverse Effect;
(b) materially increased, or experienced any change in any
assumptions underlying or methods of calculating, any bad debt,
contingency or other reserves;
(c) paid, discharged or satisfied any claims, liabilities or
obligations (absolute, accrued, contingent or otherwise) other than the
payment, discharge or satisfaction in the ordinary course of business and
consistent with past practice of liabilities and obligations reflected or
reserved against in the Balance Sheet or incurred in the ordinary course
of business and consistent with past practice since the date of the
Balance Sheet;
(d) permitted or allowed any of its assets to be subjected to any
Lien of any kind;
(e) incurred any indebtedness not in the ordinary course of business
or executed any guarantees on behalf of any person;
(f) canceled any material debts or waived any claims or rights of
substantial value;
(g) sold, transferred or otherwise disposed of any of its properties
or assets, except in the ordinary course of business and consistent with
past practice;
(h) granted any general increase in the compensation of employees
(including any such increase pursuant to any bonus, pension, profit
sharing or other plan or commitment), other than such increases as are
consistent with the Company's past practice or required by agreement or
understanding disclosed to the Investors; or experienced any material loss
of personnel of the Company, material change in the terms and conditions
of the employment of the Company's key personnel, loss of any of the five
most highly compensated employees of the Company or entered into any
written employment agreement with any Company employee;
(i) made any capital expenditure or commitment for additions to its
property, equipment or intangible capital assets other than in the
ordinary course of business and consistent with past practice;
(j) made any change in any method of accounting or accounting
practice, changed accountants or auditors or failed to maintain its books,
accounts and records in the ordinary course of business and consistent
with past practice;
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(k) failed to maintain any material properties or equipment in good
operating condition and repair, ordinary wear and tear excepted;
(l) entered into any transaction or made or entered into any
material contract or commitment, except in the ordinary course of business
and consistent with past practice, or terminated or amended any material
contract or commitment;
(m) declared, paid or set aside for payment any dividend or other
distribution in respect of its capital stock or redeemed, purchased or
otherwise acquired, directly or indirectly, any shares of its capital
stock or other securities;
(n) amended its Certificate of Incorporation or By-laws;
(o) taken, suffered, or permitted any action which would render
untrue any of the representations or warranties of the Company herein
contained, and not omitted to take any action, the omission of which would
render untrue any such representation or warranty; or
(p) agreed in writing or otherwise committed to take actions in
furtherance of, or otherwise taken, any action with respect to any of the
matters described in this Section 2.8.
Section 2.9 No Violation. Neither the execution and delivery of this
Agreement or any of the Ancillary Agreements by the Company nor the performance
by the Company of its obligations hereunder or thereunder will violate any
provision (including those requiring the furnishing of notice prior to the
taking of specific actions) of the rules of any marketplace on which the Common
Stock of the Company is listed or quoted.
Section 2.10 Compliance with Applicable Law. The Company and each of its
subsidiaries is currently in compliance in all material respects with all
applicable laws (whether statutory or otherwise), rules, regulations, orders,
ordinances, judgments, decrees, writs, requirements and injunctions of all
governmental authorities, agencies, courts, and administrative tribunals, except
for such noncompliance that, individually and in the aggregate, would not have a
Material Adverse Effect. Neither the Company nor any of its subsidiaries has
received any notice or request for information from any federal, state, or local
governmental authority (i) that the Company (or any of its subsidiaries) has
been identified by the Environmental Protection Agency or any state
environmental regulatory authority as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part 300 Appendix B, or under any equivalent state law; or (ii) that it or any
of its subsidiaries is or may be in violation of any Environmental Laws or is or
will or may be a named party to any claim, action, cause of action, complaint or
legal or administrative proceeding arising out of any third party's incurrence
of Damages in connection with any environmental matters.
Section 2.11 Licenses and Permits. The Company and its subsidiaries have
and maintain all licenses, permits and other authorizations from all
governmental authorities as are necessary for the conduct of their business as
presently conducted or in connection with the ownership or use of its
properties, except for licenses, permits and other authorizations that the
failure to obtain or maintain in effect, either singly or in the aggregate, has
not had and could not reasonably be expected to have a Material Adverse Effect.
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Section 2.12 Governmental Consents. Except for the filing of any forms
required under the federal securities laws (including any registration statement
under the Securities Act by the Company under the Registration Rights Agreement)
and any filings required under state "blue sky" laws, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority is required to be made or obtained by the Company in
connection with the execution and delivery of this Agreement or any of the
Ancillary Agreements by the Company or the performance by the Company of its
obligations hereunder and thereunder, or the continued conduct by the Company of
its present business after the Closing.
Section 2.13 Taxes. Except as set forth in Schedule 2.13, (i) the Company
and each of its subsidiaries have filed all Tax (as hereinafter defined) reports
and returns that they were required to file. All such reports and returns were
correct and complete in all material respects, (ii) all Taxes owed by the
Company or its subsidiaries (whether or not shown on any report or return) have
been paid or, if not yet due, appropriate accruals therefor as required under
GAAP have been made on the Company's financial records and on the financial
statements described in Section 2.5, (iii) since January 1, 2000, no claim has
been made by a taxing authority in a jurisdiction where the Company or any
subsidiaries does not pay Tax or file tax returns that the Company or any
subsidiary is or may be subject to Taxes assessed by such jurisdiction, (iv)
there are no Liens for Taxes (other than current Taxes not yet due and payable)
on the assets of the Company or any subsidiary, (v) there is no action, suit,
investigation, liability, taxing authority proceeding, or audit with respect to
any Tax now in progress, pending or, to the Company's knowledge, threatened,
against or with respect to the Company or any subsidiary, whether in respect of
any Tax reports and returns that were not filed in a timely manner or for any
other reason, (vi) no deficiency or proposed adjustment in respect of Taxes that
has not been settled or otherwise resolved has been asserted or assessed by any
taxing authority against the Company or any subsidiary which is not accrued on
the Balance Sheet and (vii) neither the Company nor any of its subsidiaries has
consented to extend the time in which any Tax may be assessed or collected by
any taxing authority. As used in this Section 2.13, the terms "Taxes" and "Tax"
mean all federal, state, local and foreign taxes, including, without limitation,
income, unemployment, withholding, payroll, social security, real property,
personal property, excise, sales, use and franchise taxes, levies, assessments,
duties, licenses and registration fees and charges of any nature whatsoever,
including interest, penalties and additions with respect thereto and any
interest in respect of such additions and penalties.
Section 2.14 Litigation. Except as set forth in Schedule 2.14, there is no
action, suit or proceeding pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries, before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable likelihood of a decision which could have a Material Adverse Effect.
Section 2.15 Title to Properties. Neither the Company nor any of its
subsidiaries owns any real property. Except as set forth on Schedule 2.15, the
Company has title to all of its properties and assets free and clear of all
Liens, charges and encumbrances, except Liens for taxes not yet due and payable
and such Liens or other imperfections of title, if any, that do not materially
detract from the value of or interfere with the present use of the property
affected thereby. There is no existing default or event of default (or event
which with notice or lapse of time, or both, would constitute a default) by the
Company or any subsidiary under any lease pursuant to which the Company or any
subsidiary leases real or personal property.
Section 2.16 Contracts and Commitments. Except as set forth in Schedule
2.16, neither the Company nor any subsidiary is a party or subject to or bound
by (whether written or oral), nor has the Company or any subsidiary committed to
enter into in the future:
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(a) any agreement, which, in the future, would lead to (i) an
acquisition, merger or similar transaction with respect to the Company, or
(ii) a debt or equity financing for the Company (other than this Agreement
and the Ancillary Agreements);
(b) any agreement requiring it to purchase all or substantially all
of its requirements for a particular product or service from a particular
supplier or suppliers, or requiring it to supply all of a particular
customer's or customers' requirements for a certain service or product;
(c) any agreement with any current or former Affiliate, officer or
director of the Company, or with any person in which any such Affiliate
has an interest; and
(d) any agreement with any domestic or foreign government or agency
or executive office thereof or any subcontract between it and any third
party relating to a contract between such third party and any domestic or
foreign government or agency or executive office thereof.
Section 2.17 Intellectual Property. (a) Except as set forth on Schedule
2.17, all patents, patent applications, trademarks, trade names, service marks,
logos and copyrights and other intellectual property used in or material to the
Company's and its subsidiaries' business as now being conducted or as proposed
to be conducted (collectively, and together with any technology, know-how, trade
secrets, processes, formulas, and techniques used in or material to the
Company's business, "Proprietary Information") are either owned or licensed by
the Company or its subsidiaries.
(b) Except as set forth on Schedule 2.17, to the Company's
knowledge, none of the Proprietary Information is being infringed by
others, or is subject to any outstanding order, decree, judgment, or
stipulation. No litigation (or other proceedings in or before any court or
other governmental, adjudicatory, arbitral, or administrative body)
relating to the Proprietary Information is pending or, to the Company's
knowledge, threatened.
(c) Except as set forth on Schedule 2.17, to the Company's
knowledge, it is not infringing on or making unlawful use of any
intellectual property or any proprietary or confidential information of
any Person. No litigation (or other proceedings in or before any court or
other governmental, adjudicatory, arbitral, or administrative body)
charging the Company with infringement or unlawful use of any patent,
trademark, copyright, or other proprietary right is pending or, to the
Company's knowledge, threatened.
Section 2.18 Insurance. Except as set forth on Schedule 2.18, the Company
and its subsidiaries maintain policies of insurance with, to the knowledge of
the Company, financially sound and reputable insurance companies, funds, or
underwriters, which are of the kinds and which cover such risks, and are in such
amounts and with such deductibles and exclusions, as are consistent with prudent
business practice for similarly situated businesses in the Company's business.
Except as set forth on Schedule 2.18, all such policies are in full force and
effect, are sufficient for compliance in all respects by the Company with all
requirements of law and of all agreements to which it is a party and will not
terminate or lapse or otherwise be affected in any way by reason of the
transactions contemplated hereby.
Section 2.19 Investment Company. The Company is not an "investment
company" as such term is defined in the Investment Company Act of 1940, as
amended, and will not be an investment company under such Act upon consummation
of the transactions contemplated hereby or after giving effect to the use of
proceeds from the purchase of the Securities.
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Section 2.20 Securities Laws. The offer, sale and issuance of the
Securities without registration (assuming the accuracy of the representations
and warranties made by the Investors in Section 3.1 hereof) will not violate the
Securities Act, or any applicable state securities or "blue sky" laws or other
applicable laws. None of the Company, its affiliates or any person acting on its
behalf has engaged in any form of general solicitation or advertising (as
defined in Rule 502(c) of the Securities Act) or engaged in any action that
would require the registration under the Securities Act of the offering and sale
of the Securities pursuant to this Agreement.
Section 2.21 Investment Banking; Brokerage. Except as set forth on
Schedule 2.21, there are no claims for investment banking fees, brokerage
commissions, finder's fees or similar compensation (exclusive of professional
fees to attorneys and accountants) in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of the Company or any of its Affiliates other than by the Placement
Agent.
Section 2.22 Labor Relations. There is no charge pending or, to the
Company's knowledge, threatened, against or with respect to the Company or any
subsidiary before any court or agency and alleging unlawful discrimination in
employment practices, and there is no charge of or proceeding with regard to any
unfair labor practice against the Company or any subsidiary pending before the
National Labor Relations Board. There is no labor strike, dispute, slow-down, or
work stoppage pending or, to the Company's knowledge, threatened against or
involving the Company or any subsidiary. None of the employees of the Company or
any subsidiary is covered by any collective bargaining agreement, and no such
collective bargaining agreement is currently being negotiated. No one has
petitioned and, to the Company's knowledge, no one is now petitioning, for union
representation of any employees of the Company or any subsidiary. The Company
believes its relationships with its employees is satisfactory.
Section 2.23 Disclosure. The Company confirms that neither it nor, to its
knowledge, any other person acting on its behalf has provided any of the
Investors or their agents or counsel with any information that constitutes or
might constitute material, nonpublic information. The Company understands and
confirms that the Investors may rely on the foregoing representations in
effecting transactions in securities of the Company. All disclosure provided to
the Investors regarding the Company, its business and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or
on behalf of the Company with respect to the representations and warranties made
herein do not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading. The
Company acknowledges and agrees that no Investor makes or has made any
representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.
Section 2.24 Sarbanes-Oxley; Internal Accounting Controls. The Company is
in material compliance with all provisions of the Sarbanes-Oxley Act of 2002
which are applicable to it as of the Closing Date. The Company and it
subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Company and designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its subsidiaries, is
made known to the certifying officers by others within those entities,
particularly during the period in which the Company's most recently filed
periodic report under the Exchange Act, as the case may be, is being prepared.
The Company's certifying officers have evaluated the effectiveness of the
Company's controls and procedures as of a date prior to the filing date of the
most recently filed periodic report under the Exchange Act (such date, the
"Evaluation Date"). The Company presented in its most recently filed periodic
report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no significant changes in the Company's internal controls (as such term is
defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the
Company's knowledge, in other factors that could significantly affect the
Company's internal controls.
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Section 2.25 No Integrated Offering. Neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of
the Securities Act or which could violate any applicable shareholder approval
provisions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
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Section 3.1 Representations and Warranties. Each Investor represents
severally as to himself only that (each of which representations and warranties
are true as of the date hereof and as of the Closing in which such Investor
participates):
(a) He has all requisite power and full legal right to execute and
deliver this Agreement and the Ancillary Agreements to which he is a party
and to carry out his obligations hereunder and thereunder. The execution
and delivery of this Agreement and the Ancillary Agreements, to which he
is a party and the performance by him of his obligations hereunder and
thereunder, have been duly authorized by him, and no other proceeding
therefor on his part is required. This Agreement and each of the Ancillary
Agreements to which he is a party have been duly executed and delivered by
him and constitute his valid and binding obligations, enforceable against
him in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to the enforcement of creditors'
rights and remedies or by other equitable principles of general
application.
(b) He is purchasing the securities hereunder for his own account
for investment only and not with a present view to the distribution
thereof.
(c) He has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of the
investment contemplated by this Agreement and making an informed
investment decision with respect thereto.
(d) He has had the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering of securities
purchased hereunder, as well as the opportunity to obtain additional
information necessary to verify the accuracy of information furnished in
connection with such offering that the Company possesses or can acquire
without unreasonable effort or expense.
(e) He understands that the Debentures and Warrants have not been
registered under the Securities Act or any state securities laws, and may
not be transferred unless subsequently registered thereunder or pursuant
to an exemption from registration, and that a legend indicating such
restrictions will be placed on the certificates representing the Warrants
and the Debentures and on any shares of Common Stock issued upon exercise
or conversion thereof.
9
(f) There are no claims for investment banking fees, brokerage
commissions, finder's fees or similar compensation (other than
professional fees to attorneys and accountants) in connection with the
transactions contemplated by this Agreement or any of the Ancillary
Agreements based on any arrangement or agreement made by or on behalf of
him.
(g) He has adequate means of providing for his current financial
needs and foreseeable contingencies and has no need for liquidity of the
investment in the Debentures and Warrants for an indefinite period of
time.
(h) He is aware that an investment in the Debentures and Warrants
involves a number of very significant risks and has carefully read and
considered the information set forth herein and in the Company's
disclosure schedules annexed hereto.
(i) He is an "accredited investor" as defined under Rule 501 of the
Securities Act.
ARTICLE IV
COVENANTS OF THE COMPANY AND THE INVESTORS
------------------------------------------
Section 4.1 Further Assurances. The Company and each Investor shall
execute and deliver, or cause to be executed and delivered each Ancillary
Agreement to be executed and delivered by it or him. The Company shall execute
and deliver, or cause to be executed and delivered, all such additional
instruments and other documents and shall take such further actions as the
Investors may reasonably require to effectuate, carry out and comply with all of
the terms of this Agreement, the Ancillary Agreements and the transactions
contemplated hereby and thereby.
Section 4.2 Reservation of Shares; Compliance with Laws. The Company will
at all times reserve the appropriate number of shares of Common Stock solely for
the purpose of issuance upon exercise of the Warrants and conversion of the
Debentures. The Company will file within the required time periods all filings,
notices and other documents required by applicable federal and state securities
laws in connection with the transactions contemplated by this Agreement. The
Company will comply, and cause each of its subsidiaries to comply in all
material respects with all applicable laws, rules, regulations and orders, such
compliance to include, without limitation, paying before the same become
delinquent all taxes, assessments and governmental charges imposed upon it or
upon its property except to the extent contested in good faith.
Section 4.3 Non-Public Information. The Company covenants and agrees that
neither it nor any other Person acting on its behalf will provide any Investor
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto such Investor
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Investor shall
be relying on the foregoing covenant in effecting transactions in securities of
the Company.
Section 4.4 Use of Proceeds. The Company shall use the net proceeds from
the sale of the Securities hereunder as set forth on Schedule 4.4 hereto and not
for the satisfaction of any portion of the Company's debt, to redeem any Company
equity or equity-equivalent securities or to settle any outstanding litigation.
Section 4.5 Conversion and Exercise Procedures. The form of Notice of
Exercise included in the Warrants and the form of Notice of Conversion included
in the Debentures set forth the totality of the procedures required of the
Investors in order to exercise the Warrants or convert the Debentures. No
additional legal opinion or other information or instructions shall be required
of the Investors to exercise their Warrants or convert their Debentures. The
Company shall honor exercises of the Warrants and conversions of the Debentures
and shall deliver shares of Common Stock in accordance with the terms,
conditions and time periods set forth in the Ancillary Agreements.
10
Section 4.6 Sales, Liens, Etc. So long as the Debentures remain
outstanding, except as or otherwise provided herein or to the extent
pre-existing the date hereof, the Company shall not (i) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to
exist any Lien upon or with respect to, any of the Company's assets other than
in the ordinary course of business, or assign any right to receive income in
respect thereof or (ii) create or suffer to exist any Lien upon or with respect
to any of its properties, whether now owned or hereafter acquired if such Lien
is not discharged within thirty (30) days of its imposition, or assign any right
to receive income or to secure or provide for the payment of any debt of any
Person, without the prior written consent of the holders of at least 66.67%
principal amount of Debentures then outstanding.
Section 4.7 Debt. So long as the Debentures remain outstanding, the
Company shall not create or suffer to exist any debt, other than (i) the debt
incurred pursuant to this Agreement, (ii) purchase money financing for
equipment, (iii) trade payables incurred in the ordinary course of business
consistent with past practice and (iv) debt which predates the date hereof and
is disclosed on Schedule 4.7 attached hereto.
Section 4.8 Dividends, Etc. So long as the Debentures remain outstanding,
the Company shall not declare or make any dividend payment or other distribution
of assets, properties, cash, rights, obligations or securities on account of any
equity interest in the Company, or purchase, redeem or otherwise acquire for
value any equity interest in the Company or any rights or options to acquire any
such interests other than intra-company transactions and as may be required
pursuant to any Investor's exercise of the Debentures, or as may otherwise be
provided in this Agreement and/or the Ancillary Agreements.
Section 4.9 Payment of Debentures. To the extent the Debentures have not
been paid in full or converted, the Company agrees to use the proceeds from all
future financing transactions to pay the then outstanding principal balance of
the Debentures plus accrued but unpaid interest thereon, until such Debentures
have been paid in full or have been converted. The Company also shall not
receive or accept any advance on that certain Standby Equity Agreement by and
between Cornell Capital Partners, LP and the Company, dated as of November 18,
2004, unless all proceeds from such advance are used to pay the then outstanding
principal balance of the Debentures, plus accrued but unpaid interest thereon,
until such Debentures have been paid in full or have been converted.
Section 4.10 Consent. The Company shall not (i) issue in excess of 33% of
the voting securities of the Company, or (ii) merge into or consolidate with any
other entity (after which the stockholders of the Company immediately prior to
such transaction own less than 33% of the aggregate voting power of the Company
or the successor entity of such transaction), or (iii) sell or transfer its
assets, as an entirety or substantially as an entirety, to another entity (where
the stockholders of the Company immediately prior to such transaction own less
than 33% of the aggregate voting power of the acquiring entity immediately after
the transaction) ((i)-(iii) each, a "Transaction") without the prior written
consent of the holders of at least 66.67% of the principal amount of the
Debentures then outstanding, unless, as a condition to such Transaction, all
outstanding amounts on the Debentures are paid in full. The foregoing consent
shall not be required with respect to any Transaction consummated prior to May
31, 2005.
11
ARTICLE V
CLOSING CONDITIONS
------------------
Section 5.1 Investor Closing Conditions. The obligation of the Investors
to consummate the transactions contemplated hereby is subject to satisfaction or
waiver of each of the following conditions at or prior to the Closing:
(a) Secretary's Certificate. The Company shall have delivered to the
Investors a certificate of the Secretary of the Company, dated as of the
Closing Date, certifying: (i) the adoption by the Company's Board of
Directors of attached resolutions authorizing, among other things, the
execution and delivery of this Agreement and the Ancillary Agreements and
the consummation of the transactions contemplated herein, and (ii) the
incumbency and signatures of the officers of the Company executing this
Agreement, the Ancillary Agreements and the other agreements and
instruments contemplated herein.
(b) Certificates. The Company shall have delivered to each Investor
certificates evidencing the Debenture and Warrants acquired by such
Investor pursuant to the terms hereof, each duly executed by the
appropriate Company officers.
(c) Opinion of Counsel. The Investors shall have received at the
Closing from Lowenstein Sandler P.C., counsel to the Company, a favorable
written opinion dated as of the Closing Date which shall be in the form
attached hereto as Exhibit C hereto.
Section 5.2 Mutual Closing Condition for the Closing. The obligation of
the Company and the Investors to consummate the transactions contemplated hereby
at the Closing is subject to the satisfaction or waiver of each of the following
condition at or prior to the Closing:
(a) Injunctions. There not being in effect any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated hereby.
(b) Placement Agent Warrants. The Company shall have issued to the
Placement Agent (as defined below) or its designees, warrants, in
substantially the form of the Warrants, to purchase a number of shares of
Common Stock equal to 15% of the number of shares of Common Stock
underlying the Warrants issued hereunder, with a term of exercise of five
years and including cashless exercise provisions.
ARTICLE VI
DEFINITIONS
-----------
Section 6.1 Certain Defined Terms. For purposes of this Agreement, the
following terms shall have the meanings set forth in this Section 6:
"Affiliate" means any other person directly or indirectly controlling,
controlled by, or under direct or indirect common control with any referenced
person and includes without limitation, (a) any Person who is an officer,
director, or direct or indirect beneficial holder of at least 5% of the then
outstanding capital stock of any referenced Person, and any of the Family
Members of any such Person, (b) any Person of which a referenced Person and/or
its Affiliates (as defined in clause (a) above), directly or indirectly, either
beneficially own(s) at least 5% of the then outstanding equity securities or
constitute(s) at least a 5% equity participant, (c) in the case of a specified
Person who is an individual, Family Members of such Person, and (d) in the case
of the Investors, any entities for which an Investor or any of its Affiliates
serve as general partner and/or investment adviser or in a similar capacity, and
all mutual funds or other pooled investment vehicles or entities under the
control or management of such Investor or the general partner or investment
adviser thereof, or any Affiliate of any of them, or any Affiliates of any of
the foregoing.
12
"Ancillary Agreements" means the Warrants, Debentures, the Registration
Rights Agreement and any other agreement or document delivered or executed in
connection with this Agreement or the transactions contemplated hereby.
"CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Damages" means all damages, losses, claims, demands, actions, causes of
action, suits, litigations, arbitrations, liabilities, costs, and expenses,
including without limitation court costs and the fees and expenses of counsel
and experts.
"Derivative Securities" means (i) all shares of stock and other securities
that are convertible into or exchangeable for shares of Common Stock, and (ii)
all options, warrants, and other rights to acquire shares of Common Stock or any
class of stock or other security or securities convertible into or exchangeable
for shares of Common Stock or any class of stock or other security.
"Environmental Laws" means, collectively, the Resource Conservation and
Recovery Act, CERCLA, the Superfund Amendments and Reauthorization Act of 1986,
the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances
Control Act, and any and all state or local statutes, regulations, ordinances,
orders, and decrees relating to health, safety, or the environment, each, as the
case may be, as amended.
"Exchange Act" shall have the meaning set forth in Section 2.5.
"Family Members" means, as applied to any individual, any parent, spouse,
child, spouse of a child, brother or sister of the individual, and each trust,
limited partnership or limited liability company created primarily for the
benefit of one or more of such persons and each custodian of a property of one
or more such persons and the personal representative or estate of any such
persons.
"Fully Diluted Basis" means that the relevant calculation of the ownership
or percentage ownership (as applicable) of any Person of the equity securities
of the Company shall be performed as if (i) all Derivative Securities have been
exercised or converted, as the case may be, into shares of Common Stock of the
Company, and (ii) all shares of preferred stock or any other series of equity
securities of the Company shall have been converted into shares of Common Stock
of the Company.
"GAAP" means generally accepted accounting principles in the United States
that are (i) consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, (ii) applied on a
basis consistent with prior periods, and (iii) such that, insofar as the use of
accounting principles is pertinent, a certified public accountant could deliver
an unqualified opinion with respect to financial statements in which such
principles have been properly applied.
13
"Liens" means any and all liens, claims, mortgages, security interests,
charges, encumbrances, and restrictions on transfer of any kind, except: (i) in
the case of references to securities, any of the same arising under applicable
securities laws solely by reason of the fact that such securities were issued
pursuant to exemptions from registration under such securities laws, (ii) real
estate taxes not yet due and payable, and (iii) any lien in favor of any
landlord for unpaid rent, additional rent, or other charges, which lien is
created by statute or under any lease under which the Company or any of its
Subsidiaries is lessee, unless the Company is given written notice of the
imposition of any such lien described in this clause (iii).
"Person" or "person" (regardless of whether capitalized) means any natural
person, entity, or association, including without limitation any corporation,
partnership, limited liability company, government (or agency or subdivision
thereof), trust, joint venture or proprietorship.
"Registration Rights Agreement" means the Registration Rights Agreement
dated as of the Closing Date by and among the Company and the Investors
participating in such closing, in the form attached hereto as Exhibit D and
incorporated herein by reference.
"SEC" means the Securities and Exchange Commission.
"Subsidiary" or "Subsidiaries" means, with respect to any person, any
corporation a majority (by number of votes) of the outstanding shares of any
class or classes of which are at the time owned by such person or by a
Subsidiary of such person, if the holders of the shares of such class or classes
(a) are ordinarily, in the absence of contingencies, entitled to vote for the
election of a majority of the directors (or persons performing similar
functions) of the issuer thereof, even though the right so to vote has been
suspended by the happening of such a contingency, or (b) are at the time
entitled, as such holders, to vote for the election of a majority of the
directors (or persons performing similar functions) of the issuer thereof,
whether or not the right so to vote exists by reason of the happening of a
contingency.
ARTICLE VII
MISCELLANEOUS
-------------
Section 7.1 Independent Nature of Investors' Obligations and Rights. The
Company acknowledges each of the following: The obligations of each Investor
participating in this transaction are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor. Nothing contained herein
or in any other agreement, and no action taken by any Investor pursuant thereto,
shall be deemed to constitute the Investors as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a "group" (within the meaning
of Sections 13 and 16 of the Exchange Act and any rules promulgated thereunder),
in each case with respect to such obligations or the transactions contemplated
hereunder. Each Investor shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this
Agreement or out of the other agreements relating to this transaction, and it
shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose. Each Investor has been represented by
its own separate legal counsel (or has chosen not to be represented by legal
counsel) in its review and negotiation of this agreement and the related
transaction documents. The Company has elected to provide various Investors with
the same terms and agreements for the convenience of the Company and not because
it was required or requested to do so by the Investors.
Section 7.2 Waivers and Consents. For the purposes of this Agreement and
all agreements executed pursuant hereto, no course of dealing between the
Company and the Investors and no delay on the part of any party hereto in
exercising any rights hereunder or thereunder shall operate as a waiver of the
rights hereof or thereof. No provision hereof may be waived except by a written
instrument signed by the party so waiving such provision.
14
Section 7.3 Governing Law; Jurisdiction; Venue etc. This Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of New York, without giving effect to the principles of conflicts of law
thereof. The state and federal courts of the State of New York located in New
York County shall have exclusive jurisdiction to hear and determine any claims
or disputes between the Investors and the other party or parties hereto
pertaining directly or indirectly to this Agreement and all documents,
instruments and agreements executed pursuant hereto, or to any matter arising
therefrom (unless otherwise expressly provided for therein); the exclusive
choice of forum set forth in this Section 7.3 shall not be deemed to preclude
the enforcement of any judgment obtained in such forum or the taking of any
action to enforce the same in any other appropriate jurisdiction. All of the
parties hereto waive all rights to trial by jury in any action or proceeding
instituted by any party against any other party arising out of, on or by reason
of this Agreement or the documents and transactions contemplated herein.
Section 7.4 Headings. The descriptive headings in this Agreement have been
inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction or interpretation of any provision thereof or hereof.
Section 7.5 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which when so executed and delivered shall
be taken to be an original; but such counterparts shall together constitute but
one and the same document.
Section 7.6 Notices and Demands. Any notice or demand which is required or
provided to be given under this Agreement shall be deemed to have been
sufficiently given and received for all purposes when delivered by hand or by
telecopy that has been confirmed as received by 5:00 P.M. on a business day, one
(1) business day after being sent by nationally recognized overnight courier or
received by telecopy after 5:00 P.M. on any day, or five (5) business days after
being sent by certified or registered mail, postage and charges prepaid, return
receipt requested, to the following addresses:
If to the Company:
RoomLinX, Inc.
401 Hackensack Ave., 3rd Floor
Hackensack, NJ 07601
Attn: Mr. Frank Elenio
Facsimile: 201-525-1778
With a copy to:
Lowenstein Sandler, P.C.
65 Livingston Avenue
Roseland, NJ 07068
Attn: Peter H. Ehrenberg, Esq.
Facsimile: 973-597-2351
If to the Investors:
To their respective addresses set forth below their respective
names on the signature pages hereto.
15
Section 7.7 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision
or the other provisions of this Agreement, provided, however, that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.
Section 7.8 Integration. This Agreement, including the exhibits, documents
and instruments referred to herein or therein, constitutes the entire agreement,
and supersedes any other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.
Section 7.9 Publicity. The Company shall within four (4) business days
following the date hereof, issue a Current Report on Form 8-K disclosing the
material terms of the transactions contemplated hereby, and shall attach this
Agreement and each Ancillary Agreement required to be filed as an exhibit
thereto. The Company shall have the right to issue any press release or other
public statement in connection with the transaction contemplated hereby,
excluding the identity of the Investors, without the prior consent of the
Investors, but may disclose the identity of the Investors upon prior written
consent of the Investors, which shall not be unreasonably withheld.
Section 7.10 Expenses. The Company and the Investors will each bear their
own costs and expenses and those of their respective advisors related to the
transactions herein contemplated, except that upon Closing the Company hereby
agrees to reimburse Casimir Capital, LP (the "Placement Agent") $15,000 for
their legal fees and related expenses. The Company shall pay all transfer agent
fees, stamp taxes and other taxes and duties levied in connection with the
issuance of any Securities.
Section 7.11 Assignment. (a) The Company may not assign this Agreement or
its rights and obligations hereunder.
(b) The rights and obligations hereunder and the Securities may be
transferred by each of the Investors in its sole discretion at any time,
in whole or in part, to any Person to whom such Investor transfers
Securities.
(c) Notwithstanding the other provisions of this Section 7.11, no
Person acquiring any Common Stock in a public trade shall receive the
benefit of any of the covenants set forth in this Agreement as an assignee
thereof.
(d) Subject to clause (c) immediately above, any Person acquiring,
in a manner permitted by this Agreement, any Securities and/or rights of
an Investor under this Agreement shall constitute an Investor for purposes
of this Agreement and any reference to an Investor in this Agreement shall
also refer to any such Person.
Section 7.12 Equitable Relief. Each of the parties acknowledges that any
breach by such party of his obligations under this Agreement would cause
substantial and irreparable damage to one or more of the other parties and that
money damages would be an inadequate remedy therefor. Accordingly, each party
agrees that the other parties or any of them will be entitled to an injunction,
specific performance and/or other equitable relief to prevent the breach of such
obligations.
Section 7.13 Usage. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
All terms defined in this Agreement in their singular or plural forms have
correlative meanings when used herein in their plural or singular forms,
respectively.
16
Section 7.14 Facsimile Signatures. A facsimile signature on this Agreement
or an original signature delivered by facsimile shall be considered the same as
an original.
[Remainder of page intentionally left blank]
17
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By:/s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ J. Edward Barth
-----------------------------------
Name: J Edward Barth
If an entity:
Name of Entity:____________________
By:________________________________
Name:
Title:
Amount of Investment: $25,000
------------------------------
Number of Warrants 216,667
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
18
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
------------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
____________________________________
Name:
If an entity:
Name of Entity: Heller Family Investments, LLC
------------------------------
By: /s/ Authorized Signatory
------------------------------------------
Name:
Title:
Amount of Investment: $75,000
------------------------------
Number of Warrants 650,000
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
19
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
------------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
__________________________________________
Name:
If an entity:
Name of Entity: Commonwealth Investors LLC
--------------------------
By: /s/ Authorized Signatory
--------------------------------------
Name:
Title:
Amount of Investment: $45,000
------------------------------
Number of Warrants 390,000
---------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
20
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
------------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Richard Konrad
------------------------------------
Name: Richard Konrad
If an entity:
Name of Entity:_________________________
By: ____________________________________
Name:
Title:
Amount of Investment: $50,000
------------------------------
Number of Warrants 433,333
---------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
21
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
------------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
__________________________________________
Name:
If an entity:
Name of Entity: Merson Limited Partnership
--------------------------
By: /s/ Authorized Signatory
---------------------------------------
Name:
Title:
Amount of Investment: $50,000
-----------------------------
Number of Warrants 433,333
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
22
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Richard Steinberg
-----------------------------------
Name: Richard Steinberg
If an entity:
Name of Entity: ____________________
By: ________________________________
Name:
Title:
Amount of Investment: $100,000
-----------------------------
Number of Warrants 866,667
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
23
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
If an individual:
____________________________________
Name:
If an entity:
Name of Entity: Trinad Capital, LP
--------------------
By: /s/ Authorized Signatory
-------------------------------
Name:
Title:
Amount of Investment: $100,000
-----------------------------
Number of Warrants 866,667
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
24
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Morry Kalimian
-----------------------------------
Name: Morry Kalimian as Custodian
for Ariel Kalimian
If an entity:
Name of Entity:____________________
By:________________________________
Name:
Title:
Amount of Investment: $50,000
-----------------------------
Number of Warrants 433,333
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
25
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Morry Kalimian
------------------------------------
Name: Morry Kalimian
If an entity:
Name of Entity:_____________________
By:_________________________________
Name:
Title:
Amount of Investment: $100,000
-----------------------------
Number of Warrants 866,667
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
26
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
___________________________________
Name:
If an entity:
Name of Entity: Creekspan Partners, LP
----------------------
By: /s/ Authorized Signatory
-----------------------------------
Name:
Title:
Amount of Investment: $108,500
-----------------------------
Number of Warrants 940,333
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
27
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Joshua Gessin
-----------------------------------
Name: Joshua Gessin
If an entity:
Name of Entity:_____________________
By:_________________________________
Name:
Title:
Amount of Investment: $50,000
-----------------------------
Number of Warrants 433,333
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
28
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ David Farnsworth
-----------------------------------
Name: David Farnsworth
If an entity:
Name of Entity:____________________
By:________________________________
Name:
Title:
Amount of Investment: $5,000
-----------------------------
Number of Warrants 43,333
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
29
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Mark Kalimian
-----------------------------------
Name: Mark Kalimian
If an entity:
Name of Entity:____________________
By:________________________________
Name:
Title:
Amount of Investment: $150,000
-----------------------------
Number of Warrants 1,300,000
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
30
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
/s/ Jonathan J. Leifer
-----------------------------------
Name: Jonathan J. Leifer
If an entity:
Name of Entity:____________________
By:________________________________
Name:
Title:
Amount of Investment: $25,000
-----------------------------
Number of Warrants 216,667
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
31
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
___________________________________
Name:
If an entity:
Name of Entity: DKR SoundShore Strategic
Holding Fund Ltd.
------------------------
By: /s/ Authorized Signatory
-----------------------------------
Name:
Title:
Amount of Investment: $7,500
-----------------------------
Number of Warrants 65,000
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
32
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
___________________________________
Name:
If an entity:
Name of Entity: DKR SoundShore Oasis
Holding Fund Ltd.
------------------------
By: /s/ Authorized Signatory
-----------------------------------
Name:
Title:
Amount of Investment: $142,500
-----------------------------
Number of Warrants 1,235,000
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
33
IN WITNESS WHEREOF, the parties have caused this Securities Purchase
Agreement to be duly executed and delivered as of the day and year first above
written. EXECUTION OF THIS AGREEMENT BY ANY INVESTOR SHALL BE DEEMED TO
CONSTITUTE EXECUTION OF THE REGISTRATION RIGHTS AGREEMENT BY SUCH INVESTOR.
ROOMLINX, INC.
By: /s/ Frank Elenio
-----------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
INVESTORS:
- ----------
If an individual:
____________________________________
Name:
If an entity:
Name of Entity: Philippi Trading
-------------------
By: /s/ Authorized Signatory
-------------------------------
Name:
Title:
Amount of Investment: $16,500
-----------------------------
Number of Warrants 143,000
--------------------------------
Address of Investor:
____________________________________________________
____________________________________________________
34