REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 2, 2005, among RoomLinX, Inc., a Nevada corporation
(the "Company"), and the purchasers signatory hereto (each such purchaser is a
"Purchaser" and all such purchasers are, collectively, the "Purchasers").
This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof among the Company and each of the Purchasers (the
"Purchase Agreement").
The Company and the Purchasers hereby agree as follows:
1. Certain Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
"Holders" shall mean the Purchaser and any holder of
Registrable Securities to whom the registration rights conferred by this
Agreement have been transferred.
"Registrable Securities" shall mean (i) Common Stock
underlying the Debentures and Warrants held by the Holders or (ii) any Common
Stock issued as a dividend or other distribution with respect to or in exchange
for or in replacement of the stock referenced in (i) above.
The terms "register", "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
"Registration Expenses" shall mean all expenses incurred by
the Company in compliance with the registration obligation of the Company,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company.
"Restricted Securities" shall mean the securities of the
Company required to bear or bearing the legend set forth in Section 3 hereof.
"Selling Expenses" shall mean all underwriting discounts,
selling commissions and expense allowances applicable to the sale of Registrable
Securities and all fees and disbursements of counsel for any Holder.
2. Restrictions on Transferability. The Securities and any other securities
issued in respect of the Securities upon any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event, shall not be
transferred except upon the conditions specified in this Agreement, which
conditions are intended to ensure compliance with the provisions of the
Securities Act. Any transferee of such securities shall take and hold such
securities subject to the provisions and upon the conditions specified in this
Agreement.
3. Restrictive Legend. Each certificate representing the Securities, the shares
of Common Stock underlying the Securities and any other securities issued in
respect of the Securities upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted or unless the securities evidenced by such certificate shall
have been registered under the Securities Act) be stamped or otherwise imprinted
with a legend substantially in the following form (in addition to any legend
required under applicable state securities laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
Upon request of Purchaser, the Company shall remove the
foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend, if, with such
request, the Company shall have received either an opinion of counsel
or the "no-action" letter referred to in Section 4 to the effect that
any transfer by such holder of the securities evidenced by such
certificate will not violate the Securities Act and applicable state
securities laws, unless any such transfer legend may be removed
pursuant to Rule 144 or any successor rule, in which case no such
opinion or "no-action" letter shall be required.
The Company acknowledges and agrees that a Purchaser may from
time to time pledge pursuant to a bona fide margin agreement or grant a
security interest in some or all of the Registrable Securities and, if
required under the terms of such arrangement, such Purchaser may
transfer pledged or secured Registrable Securities to the pledgees or
secured parties. Further, no notice shall be required of such pledge.
At the appropriate Purchaser's expense, the Company will execute and
deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or
transfer of the Registrable Securities, including the preparation and
filing of any required prospectus supplement under Rule 424(b)(3) of
the Securities Act or other applicable provision of the Securities Act
to appropriately amend the list of selling stockholders thereunder.
Certificates evidencing shares of Common Stock (including shares
underlying the Warrants) shall not contain any legend (i) while a
registration statement covering the resale of such security is
effective under the Securities Act, or (ii) following any sale of such
shares pursuant to Rule 144, or (iii) if such shares are eligible for
sale under Rule 144(k), or (iv) if such legend is not required under
applicable requirements of the Securities Act (including judicial
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interpretations and pronouncements issued by the staff of the
Commission). If all or any portion of a Debenture or Warrant is
converted or exercised at a time when there is an effective
registration statement to cover the resale of the underlying shares, or
if such underlying shares of Common Stock may be sold under Rule 144 or
if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations thereof) then
such underlying shares shall be issued free of all legends. The Company
agrees that following the effective date of the registration statement
required to be filed hereunder or at such time as such legend is no
longer required, it will, no later than three trading days following
the delivery by a Purchaser to the Company or the Company's transfer
agent of a certificate representing shares of Common Stock issued with
a restrictive legend, deliver or cause to be delivered to such
Purchaser a certificate representing such shares that is free from all
restrictive and other legends. The Company may not make any notation on
its records or give instructions to any transfer agent of the Company
that enlarge the restrictions on transfer set forth in this Section.
4. Notice of Proposed Transfers. The holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects
with the provisions of this Section 4. Prior to any proposed transfer of any
Restricted Securities, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer. Each such notice
shall describe the manner and circumstances of the proposed transfer in
sufficient detail, and shall be accompanied by either (i) if required, a written
opinion of legal counsel to the holder who shall be reasonably satisfactory to
the Company, addressed to the Company, to the effect that the proposed transfer
of the Restricted Securities may be effected without registration under the
Securities Act or (ii) a "no-action" letter from the Commission to the effect
that the distribution of such securities without registration will not result in
a recommendation by the staff of the Commission that action be taken with
respect thereto, whereupon the holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by such holder to the Company. The Company will not require
such a legal opinion or "no action" letter (x) in any transaction in compliance
with Rule 144 promulgated under the Securities Act, (y) in any transaction in
which the Purchaser distributes Restricted Securities solely to its stockholders
on a pro rata basis for no consideration, or (z) in any transaction in which a
holder which is a partnership or limited liability company distributes
Restricted Securities solely to its partners or members, as applicable, for no
consideration; provided that each transferee agrees in writing to be subject to
the terms of this Section 4. Each certificate evidencing the Restricted
Securities transferred as above provided shall bear the restrictive legend set
forth in Section 3 above.
5. Registration.
(i) At any time before the third anniversary of the
date of this Agreement, whenever the Company proposes to file a registration
statement pursuant to the Securities Act with the SEC, other than a registration
relating to the offering or issuance of shares in connection with (i) employee
compensation or benefit plans or (ii) one or more acquisition transactions under
a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a
successor to Form S-4 or Form S-1), the Company shall give each Holder of
Registrable Securities written notice (the "Company Notice") of the Company's
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intention to file a registration statement at least fifteen days prior to the
date the Company proposes to file such registration statement. The Company shall
include in such registration statement the Registrable Securities unless either
(i) the Registrable Securities are included in a registration statement that is
effective under the Securities Act, or (ii) a Holder gives the Company notice
not to include such Holder's Registrable Securities in the registration
statement within ten days of such Holder's receipt of the Company Notice.
(ii) If the Company has not filed a registration
statement covering the resale of the Registrable Securities within four months
from the date hereof, and the Company shall receive a written request signed by
holders holding the majority of the Registrable Securities for the registration
of any of such shares (the "Demand Notice"), the Company shall give notice to
all holders of such request and give them the opportunity to join such request,
and the Company shall prepare and file with Commission a registration statement
under the Securities Act, covering the shares of Common Stock which are the
subject of such requests and shall use its best efforts to cause such
registration statement to become effective under the Securities Act, as soon as
practicable and shall use its best efforts to maintain the registration
effective for a period of 24 months (or so long as a Holder is subject to the
volume limitations of Rule 144(e) under the Securities Act).
(iii) Notwithstanding the foregoing, the Company
shall not be obligated to take any action pursuant to this Section 5 in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act.
(iv) In the event that (i) the Company fails to file
the registration statement pursuant to Section 5(ii) within 45 days after
receipt of the Demand Notice; or (ii) if such registration statement has not
been declared effective within 90 days following the date of filing or (iii) if
after a Registration Statement is first declared effective by the Commission, it
ceases for any reason to remain continuously effective as to all Registrable
Securities for which it is required to be effective, or the Holders are not
permitted to utilize the prospectus therein to resell such Registrable
Securities, for in any such case 20 consecutive calendar days but no more than
an aggregate of 40 calendar days during any 12 month period (which need not be
consecutive trading days) (any such failure or breach being referred to as an
"Event," and for purposes of clause (i) or (ii) the date on which such Event
occurs, or for purposes of clause (iii) the date which such 20 or 40 calendar
day period, as applicable is exceeded), the Company shall pay to each Purchaser,
as liquidated damages and not as a penalty, an amount in cash equal to 1.5% of
the aggregate purchase price paid by such Purchaser pursuant to the Purchase
Agreement upon the occurrence of each such Event and for each such month
thereafter (or partial period thereof) of noncompliance. Notwithstanding the
foregoing payments by the Company, each Purchaser may seek any other remedies
available by law. If the Company fails to pay any liquidated damages pursuant to
this Section in full within seven days after the date payable, the Company will
pay interest thereon at a rate of 12% per annum (or such lesser maximum amount
that is permitted to be paid by applicable law) to the Holder, accruing daily
from the date such liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full. The liquidated damages pursuant to the terms
hereof shall apply on a pro-rata basis for any portion of a month prior to the
cure of any default.
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6. Expenses of Registration. The Company shall bear all Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to this Agreement and all underwriting discounts, selling commissions
and expense allowances applicable to the sale of any securities by the Company
for its own account in any registration. All Selling Expenses shall be borne by
the Holders whose securities are included in such registration pro rata on the
basis of the number of their Registrable Securities so registered.
7. Indemnification.
(i) The Company will indemnify each Holder, each of
its officers, directors, agents, employees and partners, and each person
controlling such Holder, with respect to each registration, qualification or
compliance effected pursuant to this Agreement, and each underwriter, if any,
and each person who controls any underwriter, and their respective counsel
against all claims, losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document prepared by the Company (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers, directors, agents, employees
and partners, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any legal and any other
expenses as they are reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense (or action, proceeding or settlement in
respect thereof) arises primarily and directly out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omissions) based
upon written information furnished to the Company by such Holder or underwriter
and stated to be specifically for use therein.
(ii) Each Holder whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Agreement will indemnify the Company, each of its directors and officers
and each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of the Securities Act and the rules and regulations
thereunder, each other such Holder and each of their officers, directors and
partners, and each person controlling such Holder, and their respective counsel
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising primarily and directly out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company and such Holders, directors, officers, partners,
persons, underwriters or control persons and their counsel for any legal or any
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other expenses as they are reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein; provided, however, that the
obligations of such Holders hereunder shall be limited to an amount equal to the
net proceeds to each such Holder of securities sold under such registration
statement, prospectus, offering circular or other document as contemplated
herein.
(iii) Each party entitled to indemnification under
this Section 7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense; and provided further
that if any Indemnified Party reasonably concludes that there may be one or more
legal defenses available to it that are not available to the Indemnifying Party,
or that such claim or litigation involves or could have an effect on matters
beyond the scope of this Agreement, then the Indemnified Party may retain its
own counsel at the expense of the Indemnifying Party, provided that only one
such counsel shall be designated by all of the Indemnified Parties in any such
situation; and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement unless and only to the extent that such failure
to give notice results in material prejudice to the Indemnifying Party. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(iv) If the indemnification provided for in this
Section 7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or expense
referred to herein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
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8. Transfer or Assignment of Rights. The benefits to the Holder hereunder may be
transferred or assigned by a Holder to a transferee or assignee of any of the
Restricted Securities, provided that the Company is given written notice prior
to the time that such right is exercised, stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned; provided further that the
transferee or assignee of such rights assumes in writing the obligations of the
Holder under this Agreement.
9. Registration Procedures. In the case of a registration effected by the
Company pursuant to this Agreement, the Company will keep each Holder who is
entitled to registration benefits hereunder advised in writing as to the
initiation of each registration and as to the completion thereof. At its
expense, the Company will:
(i) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of securities
covered by such registration statement;
(ii) Respond as promptly as reasonably possible to any
comments received from the Commission with respect to a registration statement
or any amendment thereto;
(iv) Notify the Holders and their counsel as promptly as
reasonably possible and (if requested by any such person) confirm such notice in
writing no later than one trading day following the day (i)(A) when a Prospectus
or any Prospectus supplement or post-effective amendment to a registration
statement is to be filed and (B) with respect to a registration statement or any
post-effective amendment, when the same has become effective;
(v) Furnish such number of prospectuses and other documents
incident thereto, including supplements and amendments, as a Holder may
reasonably request;
(vi) Furnish to each selling Holder, upon request, a copy of
all documents filed with and all correspondence from or to the Commission in
connection with any such registration statement (redacting any information which
may constitute material nonpublic information) other than nonsubstantive cover
letters and the like;
(vii) Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
registration statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment;
(viii) Comply with all applicable rules and regulations of the
Commission;
(ix) Each selling Holder shall furnish to the Company upon
request a certified statement as to (i) the number of shares of Common Stock
beneficially owned by such Holder, (ii) the controlling person thereof, (iii)
whether such Holder is a broker-dealer and (iv) such other information as the
Commission shall reasonably request.
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(x) Notify the Holders and their counsel in writing no later
than two trading days following the occurrence of any event or passage of time
that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
For not more than twenty (20) consecutive days or for a total of not
more than forty (40) days in any twelve (12) month period, the Company may
suspend the use of any Prospectus included in any Registration Statement in
connection with any of the events described in clause (x) above (an "Allowed
Delay"); provided, that the Company shall promptly (a) notify the Holders in
writing of the existence of (but in no event, without the prior written consent
of a Holder, shall the Company disclose to such Holder any of the facts or
circumstances regarding) material non-public information giving rise to an
Allowed Delay, (b) advise the Holders in writing to cease all sales under the
Registration Statement until the end of the Allowed Delay and (c) use reasonable
efforts to terminate an Allowed Delay as promptly as practicable.
10. Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to:
(i) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act; and
(ii) Use its reasonable best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act.
11. Reporting Under the Exchange Act. The Company agrees to take no action
designed to, or with the effect of, causing the Company to cease to be subject
to the reporting requirements of the Exchange Act for so long as a registration
statement under this Agreement is required to be filed or caused to be
effective, or shall be required to be or remain effective; provided, however,
that this section shall not be deemed to preclude the Company from entering into
or consummating any agreement providing for the merger or combination of the
Company with another entity or a sale of substantially all of the assets of the
Company, provided that following such transaction the Company continues to be
subject to the reporting requirements of the Exchange Act.
12. Miscellaneous.
(i) Except as set forth on Schedule 12(i) hereto, neither the Company
nor any of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Company in the registration
statement required to be filed pursuant to Section 5(ii) other than the
Registrable Securities. The Company shall not file any other registration
statement until the initial registration statement required hereunder is
declared effective by the Commission.
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(ii) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
registration statement required hereunder.
(iii) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement(s).
(iv) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
all of the Holders of the then-outstanding Registrable Securities; provided,
however, this section shall not be deemed to preclude the Company from entering
into or consummating any agreement providing for the merger or combination of
the Company with another entity or a sale of substantially all of the assets of
the Company (provided that this Agreement is not assigned by the Company as a
part of such transaction). Each Holder may assign their respective rights
hereunder in the manner and to the persons as permitted under the Purchase
Agreement.
(v) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.
(vi) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof.
(vii) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.
(viii) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(ix) Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser hereunder is several and not joint with the
obligations of any other Purchaser hereunder, and no Purchaser shall be
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responsible in any way for the performance of the obligations of any other
Purchaser hereunder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.
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The terms and conditions of this Registration Rights Agreement have
been incorporated by reference into the Purchase Agreement. Execution of a
Purchase Agreement by any Purchaser shall be deemed to constitute execution by
such Purchaser of this Registration Rights Agreement as of the even date
therewith.
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
ROOMLINX, INC.
By: /s/ Frank Elenio
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Title: Chief Financial Officer
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