THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR
UPON RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE
PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
THIS NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF A SECURITIES PURCHASE
AGREEMENT, AS AMENDED FROM TIME TO TIME, AMONG ROOMLINX, INC. AND THE
SIGNATORIES THERETO AND IS ENTITLED TO THE BENEFITS THEREOF.
ROOMLINX, INC.
10% NOTE
Hackensack, New Jersey
___________, 2004
$----------
SECTION 1.General. For value received, RoomLinX, Inc., a Nevada
corporation (the "Payor"), hereby promises to pay [__________] or assigns (the
"Payee") on the earlier of (x) one hundred and eighty days from the date hereof
or (ii) the date on which Payor's Board of Directors determines that Payor has
consummated a business combination pursuant to which ultimate control of Payor
has changed (the "Maturity Date"), the principal amount of ____________ Dollars
($_______). The Payor shall pay interest on the unpaid balance of the principal
amount of this Note at the rate of ten percent (10%) per annum from the date
hereof, such interest to be payable as of the Maturity Date. Upon the occurrence
of an Event of Default, the Payee may elect (with the consent of the holder(s)
of a majority of the aggregate outstanding principal amount of the Notes) to
impose a default interest rate of eighteen percent (18%) per annum (the "Default
Interest Rate") by giving written notice of such election to the Payor, and the
Default Interest Rate shall continue to be the interest rate on this Note until
the Event of Default has been remedied or properly waived by the Payee and no
other Event of Default is continuing unremedied or unwaived and provided that
the Note has not been accelerated. The Interest Rate and the Default Interest
Rate (as applicable)] shall be computed on the basis of a 360-day year and the
actual number of days elapsed.
The principal of, and interest on, this Note shall be payable by wire
transfer of immediately available funds to the account of the Payee or by
certified or official bank check payable to the Payee, mailed to the Payee at
the address of the Payee as set forth on the records of the Payor or such other
address as shall be designated in writing by the Payee to the Payor. This Note
is being issued pursuant to the Securities Purchase Agreement dated as of
_______, 2004 (the "Purchase Agreement"), between the Payor and the Payee, as
amended from time to time. Capitalized terms used and not otherwise defined
herein have the meanings ascribed thereto in the Purchase Agreement.
SECTION 2. Prepayment. This Note may be prepaid in whole or in part prior
to the Maturity Date.
SECTION 3. Defaults. In case of the happening of any Event of Default
described in the Purchase Agreement, then the indebtedness evidenced by this
Note shall become due and payable to the extent provided in the Purchase
Agreement.
SECTION 4. Defenses. The Obligations of the Payor under this Note shall
not be subject to reduction, limitation, impairment, termination, defense,
set-off, counterclaim or recoupment for any reason.
SECTION 5. Extension of Maturity. Should the principal of or interest on
this Note become due and payable on other than a business day, the Maturity Date
thereof shall be extended to the next succeeding business day, and, in the case
of principal, interest shall be payable thereon at the rate per annum herein
specified during such extension. A "business day" shall mean any day that is not
a Saturday, Sunday, or legal holiday in the State of New Jersey.
SECTION 6. Waivers. The Payor hereby waives presentment, demand for
payment, notice of dishonor, notice of protest and all other notices or demands
in connection with the delivery, acceptance, performance or default of this
Note. No delay by the Payee in exercising any power or right hereunder shall
operate as a waiver of any power or right, nor shall any single or partial
exercise of any power or right preclude other or further exercise thereof, or
the exercise thereof, or the exercise of any other power or right hereunder or
otherwise; and no waiver whatsoever or modification of the terms hereof shall be
valid unless set forth in writing by the Payee and then only to the extent set
forth therein.
SECTION 7. Amendments. No provision of this Note may be amended or waived
except with the consent of the Payor and the Payee.
SECTION 8. Governing Law. This Note is made and delivered in, and shall be
governed by and construed in accordance with the laws of, the State of New
Jersey (without giving effect to principles of conflicts of laws of the State of
New Jersey or any other state).
SECTION 9. Notices. The notice provisions of the Purchase Agreement are
expressly incorporated into this Note.
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IN WITNESS WHEREOF, the Payor has caused this Note to be duly executed by
its duly authorized officer as of the date first written above.
ROOMLINX, INC.
By:
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Name:
Title: