Exhibit 99.5
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx -Xxxxx 0000
Xxxxxx Xxxx, XX 00000
November 18, 2004
RoomlinX, Inc.
000 Xxxxxxxxxx Xxxxxx - 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Dear Xxxxx:
This letter will memorialize the agreement by and between RoomLinX, Inc., a
corporation organized and existing under the laws of the State of Nevada (the
"Company"), and Cornell Capital Partners, LP, a Delaware Limited Partnership
(the "Investor"), wherein with regard to an Advance Notice (as this term is
defined in the Standby Equity Distribution Agreement entered into by and between
the Company and the Investor dated the date hereof (the "Standby Equity
Distribution Agreement")) issued to the Investor pursuant to the Standby Equity
Distribution Agreement, the Company shall have the right to designate a minimum
acceptable price. A "minimum acceptable price" shall mean a price of the
Company's Common Stock as determined by the Company on the Advance Notice Date
of which the Investor shall be advised of in writing simultaneously with the
Advance Notice ("Minimum Acceptable Price")). All capitalized terms in this
letter that are not defined in this letter shall have the meanings ascribed to
those terms in the Standby Equity Distribution Agreement.
Upon the issuance by the Company of an Advance Notice to the Investor with a
Minimum Acceptable Price, (i) the Company shall automatically reduce the amount
of the Advance set forth in such Advance Notice by Twenty Percent (20%) for each
day that the VWAP, or volume weighted average price, of the Company's Common
Stock (as reported by Bloomberg, L.P.) during the Pricing Period is below the
Minimum Acceptable Price (each such day, an "Excluded Day") and (ii) each
Excluded Day shall be excluded from the Pricing Period for purposes of
calculating the Market Price. The number of shares of Common Stock issued shall
also be adjusted to correspond with the reduction in the Advance Notice amount.
For example, assume that the closing bid price of the Company's Common Stock on
the Advance Notice Date is $0.50, and the Minimum Acceptable Price as determined
by the Company is $0.40. For every day during the Pricing Period that the VWAP
of the Company's Common Stock is below $0.40, the Advance Notice amount shall be
reduced by Twenty Percent (20%). If the Advance Notice amount is One Hundred
Thousand Dollars ($100,000) and the VWAP of the Company's Common Stock is below
the Minimum Acceptable Price for one (1) of the five (5) days of the Pricing
Period, the Advance Notice amount shall be reduced by 20% (1 x 20%) or Twenty
Thousand Dollars ($20,000), and therefore the reduced Advance Notice amount
shall be Eighty Thousand Dollars ($80,000) (the "Reduced Advance Notice Amount")
($100,000-$20,000 = $80,000). The number of shares of Common Stock issued to the
Investor shall be calculated by dividing the Reduced Advance Notice Amount by
the lowest VWAP in the four (4) Trading Days in the Pricing Period that do not
include the one Excluded Day.
Cornell Capital Partners, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President and Portfolio Manager
Agreed and acknowledged on this 18th day of November, 2004.
RoomLinX, Inc.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
