RECITALS:Stock Purchase Agreement • April 14th, 2003 • Arc Communications Inc • Services-management consulting services • Ohio
THIS LEASE AGREEMENT is made and entered into this 10th day of JULY, 1997 by and between Steven E. Allen & Kenneth L. Franklin, hereinafter called the "Lessor," and MESA Marketing, Inc., a Florida corporation, hereinafter called the "Lessee." W I T N...Lease Agreement • June 16th, 1999 • Arc Communications Inc • Services-management consulting services
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 18, 2004 by and between ROOMLINX, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • November 24th, 2004 • Roomlinx Inc • Services-management consulting services • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2022 • Troika Media Group, Inc. • Cable & other pay television services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 16, 2022, between Troika Media Group, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 2 TOAgreement and Plan of Merger • May 17th, 2004 • Arc Communications Inc • Services-management consulting services • New York
EXHIBIT 3Subscription Agreement • September 24th, 2002 • Arc Communications Inc • Services-management consulting services • New Jersey
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, made effective as of the 10th day of August, 2005 (the "Effective Date"), by and between RoomLinX, Inc., a Nevada corporation with its principal place of business at 401 Hackensack Avenue, Hackensack,...Employment Agreement • August 16th, 2005 • Roomlinx Inc • Services-management consulting services • New Jersey
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...Registration Rights Agreement • March 7th, 2005 • Roomlinx Inc • Services-management consulting services • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY ---------------------------------------------Securities Purchase Agreement • March 7th, 2005 • Roomlinx Inc • Services-management consulting services • New York
ARTICLE I AMENDMENETS TO MERGER AGREEMENTAgreement and Plan of Merger • March 4th, 2004 • Arc Communications Inc • Services-management consulting services • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of , 2004 (this "Agreement"), by and between ROOMLINX, INC., a Nevada corporation (the "Company") and the individuals or entities who execute the signature page hereof or a...Securities Purchase Agreement • May 12th, 2005 • Roomlinx Inc • Services-management consulting services • New Jersey
THESE SECURITIES AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,...Securities Agreement • March 7th, 2005 • Roomlinx Inc • Services-management consulting services
Exhibit 99.3 ROOMLINX, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 24th, 2004 • Roomlinx Inc • Services-management consulting services • New Jersey
SHAREHOLDERS AGREEMENT THIS AGREEMENT is made as of the 22nd day of August, 1994, by and among STEVEN H. MEYER, residing at 7 Emma Drive, Wayside, New Jersey 07712, KENNETH P. MEYER, residing at 8 Gimbel Place, Wayside, New Jersey 07712, ETHEL KAPLAN,...Shareholder Agreement • June 16th, 1999 • Arc Communications Inc • Services-management consulting services • New Jersey
AGREEMENT AND PLAN OF MERGER BY AND AMONG ROOMLINX, INC., ARC COMMUNICATIONS INC.Merger Agreement • December 23rd, 2003 • Arc Communications Inc • Services-management consulting services • New York
LEASE AGREEMENT BY AND BETWEEN: ROBERT F. REYNOLDS AND PAULINE REYNOLDS "Landlord" -and- ARC SLIDE TECHNOLOGIES, INC. A NEW JERSEY CORPORATIONLease Agreement • June 16th, 1999 • Arc Communications Inc • Services-management consulting services • New Jersey
Execution Version TROIKA MEDIA GROUP, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement May 24, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Troika Media Group,...At Market Issuance Sales Agreement • October 20th, 2023 • Troika Media Group, Inc. • Cable & other pay television services
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is made and entered into as of the 10th day of August, 2005, by and among RoomLinX, Inc., a Nevada corporation ("RMLX"), SS-R Acquisition Corp., a Delaware...Merger Agreement • August 16th, 2005 • Roomlinx Inc • Services-management consulting services • New Jersey
BACKGROUNDEscrow Agreement • November 24th, 2004 • Roomlinx Inc • Services-management consulting services • New Jersey
Execution Version DEBT CONVERSION AGREEMENT (this "Agreement") dated as of September 9, 2009, by and among (i) ROOMLINX, INC., a Nevada corporation (the "Company"), and (ii) LEWIS OPPORTUNITY FUND L.P. (the "Majority Holder"). W I T N E S S E T H...Debt Conversion Agreement • September 16th, 2009 • Roomlinx Inc • Services-management consulting services • Colorado
2- 2. Conditions to Effectiveness. This First Amendment shall become effective on the date when each of the following conditions shall have been satisfied (the “First Amendment Effective Date”): (a) The Agents shall have received counterparts of this...Financing Agreement • September 27th, 2023 • Troika Media Group, Inc. • Cable & other pay television services • New York
COMMON STOCK PURCHASE WARRANT TROIKA MEDIA GROUP, INC.Security Agreement • March 24th, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Blue Torch Finance LLC, a Delaware limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 21, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Troika Media Group, Inc., a Nevada corporation (the “Company”), up to 1,929,439 shares (the “Warrant Shares”) of Common Stock, as the same may be adjusted to the provisions provided herein. The Warrant is being issued pursuant to the terms and conditions of the Financing Agreement (the “Financing Agreement”) dated March 21, 2022, by and among the Company and each of its subsidiaries, and Lenders from time to time party thereto and Blue Torch Finance, LLC, as Administrative Agent and Col
Exhibit 4.1 SECURITIES SUBSCRIPTION AGREEMENT Arc Communications Inc. 788 Shrewsbury Avenue Tinton Falls, NJ 07724 The undersigned investor (the "Investor") hereby agrees to purchase shares of common stock, par value $0.001 per share ("Common Stock"),...Securities Subscription Agreement • March 30th, 2004 • Arc Communications Inc • Services-management consulting services • New York
COMMON STOCK PURCHASE WARRANT TROIKA MEDIA GROUP, INC.Common Stock Purchase Warrant • September 27th, 2022 • Troika Media Group, Inc. • Cable & other pay television services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 21, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Troika Media Group, Inc., a Nevada corporation (the “Company”), up to ______ shares1 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED...Warrant Agreement • May 12th, 2005 • Roomlinx Inc • Services-management consulting services • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2022, between Troika Media Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Consultation Agreement THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 8th day of March, 1999 by and between Wall Street Advancement, Inc. (hereinafter referred to as CONSULTANT) located at 120 Broadway, 28th Floor, New York, NY 10271...Consultation Agreement • June 16th, 1999 • Arc Communications Inc • Services-management consulting services • New Jersey
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT -------------------------------------------- THIS NON-COMPETITION AND NON- DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of April, 2003, by and between BELCAN...Non-Competition and Non-Disclosure Agreement • April 14th, 2003 • Arc Communications Inc • Services-management consulting services • Ohio
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 22nd, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
This Executive Employment Agreement (the “Agreement”) is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc. (the “Company”) and Sadiq (“Sid”) Toama, an individual having an address at 100 Stone Bridge Lane, Bedford Hills, New York 10507 (“Executive”). Each of the Company and the Executive shall individually be referred to as a “Party” and collectively as the “Parties.”
EXHIBIT 10.3 January 13, 2004 Mr. Joel Schwartz 6399 Via Rosa Boca Raton, Florida 33433 Dear Joel: This letter will confirm our mutual understanding with respect to your agreement to serve as a member of the Board of Directors (the "Board") of Arc...Board Member Agreement • March 30th, 2004 • Arc Communications Inc • Services-management consulting services • Nevada
FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT entered into as of the day of August, 2000, by and between PR Reynolds Co., LLC, successor in interest to Robert F. Reynolds and Pauline Reynolds, with a mailing address of...Lease Agreement • April 2nd, 2001 • Arc Communications Inc • Services-management consulting services
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 31st, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is dated April [ ], 2021, between Troika Media Group, Inc., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
EXHIBIT 10.4 CONSULTING AGREEMENT CONSULTING AGREEMENT (this "AGREEMENT"), dated as of December 1, 2003, by and among ARC Communications Inc., a New Jersey corporation ("ARC"), Alliance Advisors ("ALLIANCE") and Roccus Capital Partners ("ROCCUS"...Consulting Agreement • March 30th, 2004 • Arc Communications Inc • Services-management consulting services • New York
Execution Version SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Sixth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 17, 2023, is...Limited Waiver to Financing Agreement • December 21st, 2023 • Troika Media Group, Inc. • Cable & other pay television services
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2013 • Roomlinx Inc • Cable & other pay television services • Nevada
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against executive officers of corporations; and
