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) XXXXX OPPORTUNITY FUND L.P. (the "Majority Holder").
W I T N E S S E T H
WHEREAS, Schedule I hereto sets forth, among other things, the holders
(the "Debenture Holders") and current outstanding principal amounts of
Convertible Debentures issued by the Company on June 12, 2007 (the "Debentures")
; and
WHEREAS, the Majority Holder is the holder of a majority of the
currently outstanding principal amount of the Debentures; and
WHEREAS, the Majority Holder desires to convert the entire currently
outstanding principal amount of its Debentures into shares of the Company's
Common Stock, par value $.001 per share ("Common Stock"), as well as, on behalf
of the other Debenture Holders, convert the entire currently outstanding
principal amount of all other outstanding Debentures; and
WHEREAS, the Company desires to take such actions as may be necessary
or appropriate in connection with the conversion of the Debentures held by the
Debenture Holders into shares of the Company's Common Stock, all upon the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Conversion of Debentures. The Majority Holder hereby
notifies the Company of its determination to convert, subject to the Company's
fulfillment of its obligation under Section 2 hereof and on behalf of all of
the Debenture Holders, the entire currently outstanding principal amount of all
Debentures held by all of the Debenture Holders into the number of shares of
Common Stock set forth on Schedule I hereto at a conversion price of $0.02 per
share and request that the Company deliver the certificates representing such
shares of Common Stock to the converting Debenture Holders.
2. Payment of Interest. In connection with the conversion of the
Debentures, the Company shall pay to each Debenture Holder (i) all accrued but
unpaid interest through the date hereof in shares of Common Stock in accordance
with and pursuant to the terms of the Debentures and (ii) in immediately
available funds, an additional amount equal to interest that would accrue on
the currently outstanding principal amount of Debentures over a one (1) year
period if the Debentures would not have been converted (the "Additional
Interest"). The amount of the Additional Interest to be paid by the Company to
each Holder is set forth on Schedule I hereto.
3. Amendments. In accordance with Section 12 of the Debentures
and Section 4.9 of the Securities Purchase Agreement dated June 12, 2007
pursuant to which the Debentures were originally purchased (the "SPA"), which
sections provide that the Debentures may be modified or amended with the
written consent of the holders of a majority of the then outstanding principal
amount of Debentures and the Company and that actions by the Debenture Holders
under the SPA are to be taken by the holders of a majority of the then
outstanding principal amount of Debentures, (i) each of the Debentures is
hereby amended to provide that it may be automatically converted in full upon
the determination of the holders of a majority of the then outstanding principal
amount of Debentures to convert all Debentures held by all of the Debenture
Holders in full and the notification to the Company of such determination and
(ii) the SPA is hereby amended by deleting Section 4.1 thereof.
4. Governing Law. This Agreement and the provisions hereof are to
be construed according to and are governed by the laws of the State of Colorado,
without regard to principles of conflicts of laws thereof.
5. Amendment. This Agreement may be modified or amended or the
provisions hereof waived only with the written consent of the Majority Holder
and the Company.
6. Counterparts. This Agreement may be executed in any number of
counterparts, and it shall not be necessary that the signature of, or on behalf
of, each party, or that the signatures of all persons required to bind any
party, appear on each counterpart, but it shall be sufficient that the signature
of, or on behalf of, each party, or that the signatures of the persons required
to bind any party, appear on one or more counterparts. All counterparts shall
constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Debt Conversion
Agreement as of the date first written above.
ROOMLINX, INC.
By: __________________________
Name:
Title:
XXXXX OPPORTUNITY FUND L.P.
By: __________________________
Name:
Title:
SCHEDULE I
Convertible Debentures Converted into Common Stock and Additional Interest
The following table lists the outstanding principal amount of Convertible
Debentures being converted by each Debenture Holders, the number of shares of
Common Stock to be issued to each Debenture Holder upon conversion thereof and
the amount of Additional Interest to be paid to each Debenture Holder pursuant
to Section 2 of the Debt Conversion Agreement.
INVESTOR OUTSTANDING SHARES OF ADDITIONAL
PRINCIPAL COMMON INTEREST TO
AMOUNT OF STOCK ISSUED BE PAID
CONVERTIBLE UPON
DEBENTURES BEING CONVERSION
CONVERTED
Xxxxx Opportunity Fund L.P. .............. $1,219,800 60,990,000 $ 73,188
Xxxxxx X. Xxxxx .......................... $ 75,000 3,750,000 $ 4,500
Xxxxxx Xxxxxxxxx Revocable Trust ......... $ 50,000 2,500,000 $ 3,000
MIN Capital Corp. Retirement Trust ....... $ 50,000 2,500,000 $ 3,000
Xxxxxxx and Xxxxxxx Xxxxxxxxxx ........... $ 75,000 3,750,000 $ 4,500
Xxxxxx X. Xxxxx .......................... $ 50,000 2,500,000 $ 3,000
Xxxxxx Capital Investments, LLC .......... $ 300,000 15,000,000 $ 18,000
Xxxx Xxxxxxx ............................. $ 50,000 2,500,000 $ 3,000
TOTAL .................................... $1,869,800 93,490,000 $112,188
