April 24, 1998
Mr. Xxxx Xxxxx Xx. Xxxxxx X'Xxxxx
00 Xxxxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX Xxxxxxx Dunganon
County Xxxxxx
North Ireland
Gentlemen:
This letter will confirm certain of the terms and conditions upon which
each of you, severally and not jointly, have agreed to lend Room Plus, Inc. (the
"Company") the aggregate sum of $200,000.
The loan will be evidenced by a promissory note ("Note") payable to each
of you. In lieu of cash interest on the Note, rights to purchase an aggregate of
500,000 shares of the Company's Common Stock at $2.125 per share pursuant to an
option ("Option") will be issued. The Note and Option will be issued to each of
you pro rata to the amount loaned by each.
The Company agrees, at its sole cost and expense, to register the resale
of the shares issuable on the conversion of the Note ("Conversion Shares") and
those issuable upon the exercise of the Option ("Option Shares") under the
Securities Act of 1933, as amended ("Act") on a Form S-3 registration statement.
Such registration statement will be filed not later than 45 days after the
consummation of the transactions contemplated by this letter. In the event such
registration statement has not become effective within 60 days of the date
hereof, (i) within 30 days after the conversion of a Note and/or (ii) within 30
days after the exercise of options, in whole or in part, the Company shall file
a registration statement on Form SB-2, or Form S-1 registering the sale of the
"Conversion Securities" (as defined in the Note) and/or the "Option Shares" (as
defined in the Option), as the case may be, by the holder(s) thereof. Once
effective, the Company shall use its best efforts to maintain the effectiveness
of any such registration statement until all of the shares covered thereby have
been sold by the Holder. The provisions of Paragraph 7 of the Option shall be
applicable to the registration contemplated in this letter.
If required to maintain the NASDAQ SmallCap listing, the Company will use
its best efforts to obtain shareholder approval of the issuance of the Option,
conversion shares and Option Shares.
Contemporaneously with the making of the loan, the Company will pay
Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxx, LLP $3,850 in payment of legal fees for
its preparation of the Note and Option on your behalf.
The Company warrants and represents to each of you that: (i) the
transactions herein contemplated (I) have been duly and validly authorized by
all requisite corporate action and (II) represent the valid and binding
obligations of the Company enforceable against it in
accordance with the terms hereof and of the Note and Option; (ii) do not
violate, and will not result in a breach or default (with the passage of time,
giving of notice or both) under any agreement, instrument or document to which
the Company is a party or by which it, or its assets, are bound or subject;
(iii) the officer executing this letter, the Note and Option is duly authorized
to execute and deliver the same; and (iv) the Company has reserved, and will
keep reserved, for issuance that number of shares of its Common Stock necessary
for issuance of the Conversion Shares and Option Shares.
Each of you, severally and not jointly, warrant and represent to the
Company that you are an "accredited investor" as such term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended and that
you acknowledge that the Company is relying on such representation in entering
into the transactions contemplated by this letter.
Upon your making of the loan herein contemplated, this letter will be a
binding agreement between the Company and each of you, severally and not
jointly.
Very truly yours,
Room Plus, Inc.
By: /s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Chief Executive Officer
Agreed and Accepted:
------------------ ---------------------
Xxxx Xxxxx Xxxxxx X'Xxxxx
April 24, 1998
Mr. Xxxx Xxxxx Xx. Xxxxxx X'Xxxxx
00 Xxxxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx
Xxxxxx, XX Xxxxxxx Dunganon
County Xxxxxx
North Ireland
Gentlemen:
This letter will confirm certain of the terms and conditions upon which
each of you, severally and not jointly, have agreed to lend Room Plus, Inc. (the
"Company") the aggregate sum of $200,000.
The loan will be evidenced by a promissory note ("Note") payable to each
of you. In lieu of cash interest on the Note, rights to purchase an aggregate of
500,000 shares of the Company's Common Stock at $2.125 per share pursuant to an
option ("Option") will be issued. The Note and Option will be issued to each of
you pro rata to the amount loaned by each.
The Company agrees, at its sole cost and expense, to register the resale
of the shares issuable on the conversion of the Note ("Conversion Shares") and
those issuable upon the exercise of the Option ("Option Shares") under the
Securities Act of 1933, as amended ("Act") on a Form S-3 registration statement.
Such registration statement will be filed not later than 45 days after the
consummation of the transactions contemplated by this letter. In the event such
registration statement has not become effective within 60 days of the date
hereof, (i) within 30 days after the conversion of a Note and/or (ii) within 30
days after the exercise of options, in whole or in part, the Company shall file
a registration statement on Form SB-2, or Form S-1 registering the sale of the
"Conversion Securities" (as defined in the Note) and/or the "Option Shares" (as
defined in the Option), as the case may be, by the holder(s) thereof. Once
effective, the Company shall use its best efforts to maintain the effectiveness
of any such registration statement until all of the shares covered thereby have
been sold by the Holder. The provisions of Paragraph 7 of the Option shall be
applicable to the registration contemplated in this letter.
If required to maintain the NASDAQ SmallCap listing, the Company will use
its best efforts to obtain shareholder approval of the issuance of the Option,
conversion shares and Option Shares.
Contemporaneously with the making of the loan, the Company will pay
Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxx, LLP $3,850 in payment of legal fees for
its preparation of the Note and Option on your behalf.
The Company warrants and represents to each of you that: (i) the
transactions herein contemplated (I) have been duly and validly authorized by
all requisite corporate action and (II) represent the valid and binding
obligations of the Company enforceable against it in
accordance with the terms hereof and of the Note and Option; (ii) do not
violate, and will not result in a breach or default (with the passage of time,
giving of notice or both) under any agreement, instrument or document to which
the Company is a party or by which it, or its assets, are bound or subject;
(iii) the officer executing this letter, the Note and Option is duly authorized
to execute and deliver the same; and (iv) the Company has reserved, and will
keep reserved, for issuance that number of shares of its Common Stock necessary
for issuance of the Conversion Shares and Option Shares.
Each of you, severally and not jointly, warrant and represent to the
Company that you are an "accredited investor" as such term is defined in
Regulation D promulgated under the Securities Act of 1933, as amended and that
you acknowledge that the Company is relying on such representation in entering
into the transactions contemplated by this letter.
Upon your making of the loan herein contemplated, this letter will be a
binding agreement between the Company and each of you, severally and not
jointly.
Very truly yours,
Room Plus, Inc.
By: /s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Chief Executive Officer
Agreed and Accepted:
------------------ ---------------------
Xxxx Xxxxx Xxxxxx X'Xxxxx
