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EXHIBIT 10.4
JOINDER TO STOCK PURCHASE AGREEMENT
AND RELATED DOCUMENTS
Reference is made to the Stock Purchase Agreement, dated as of August
22, 1997, by and among Park `N View, Inc., a Delaware corporation (the
"Company"), and the "Purchasers" identified therein (the "Stock Purchase
Agreement").
The undersigned has agreed to purchase 23,000 shares of the Company's
Series C Cumulative Convertible Preferred Stock (the "Shares") at a price of
Eight Dollars ($8.00) per share. In connection with the purchase of such Shares,
the undersigned hereby agrees to become: (a) a party to the Stock Purchase
Agreement, as a "Purchaser" and to be bound by all the terms and conditions
thereof; (b) a party to the Amendment to Registration Rights Agreement, dated as
of August 22, 1997, by and among the Company and the "Investors" as identified
therein, as one of the "Series C Holders" as identified therein and to be bound
by all the terms and conditions thereof; (c) a party to the Amendment to
Securities Restriction Agreement, dated as of August 22, 1997 by and among the
Company and the "Securityholders" as identified therein, as one of the "Series C
Holders" as identified therein and to be bound by all the terms and conditions
thereof, (d) a party to the Amendment to Amended and Restated Securityholders'
Agreement and Exchange Agreement, dated as of August 22, 1997 by and among the
Company and the "Investors" as identified therein, as one of the "Series C
Holders" as identified therein and to be bound by all the terms and conditions
thereof, and (e) the Investor Questionnaire as a "Purchaser" as identified
therein. The undersigned's name will be added to Exhibit A to the Stock Purchase
Agreement and to Exhibit C to the Amendment to Amended and Restated
Securityholders' Agreement and Exchange Agreement.
Notwithstanding any term or condition of the Stock Purchase Agreement
or any other agreement referenced herein to the contrary, the undersigned
acknowledges and agrees that the Company's representations and warranties in the
Stock Purchase Agreement and each other agreement referenced herein were made as
of the date of the Stock Purchase Agreement and have not been updated as of the
date hereof. The undersigned acknowledges and agrees that the Company has not
made any representations and/or warranties to the undersigned in connection with
the sale of the Shares to the undersigned. The undersigned hereby waives any
claim that the undersigned and/or his successors or assigns may have as a result
of the inaccuracy or incompletion of any of the representations or warranties
made by the Company in the Stock Purchase Agreement or any other agreement
referenced herein.
/s/ Xxxxxx X. May
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Xxxxxx Xxx
Effective March 1, 1999
