ESCROW AGREEMENTEscrow Agreement • May 8th, 2008 • Roo Group Inc • Services-services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 8, 2008, by and among ROO Group Inc., a Delaware corporation d/b/a KIT digital (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”) and Sichenzia Ross Friedman Ference LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
ROO GROUP, INC. d/b/a KIT digital SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2008 • Roo Group Inc • Services-services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of May 8, 2008, by and among Roo Group, Inc., a Delaware corporation, d/b/a KIT digital (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
FORM OF WARRANT]Warrant Agreement • May 8th, 2008 • Roo Group Inc • Services-services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
