ESCROW AGREEMENTEscrow Agreement • May 10th, 2007 • Roo Group Inc • Services-services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 4, 2007, by and among ROO Group Corporation, a Delaware corporation (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. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2007 • Roo Group Inc • Services-services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of May 4, 2007, by and among Roo Group, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
FORM OF WARRANT]Roo Group Inc • May 10th, 2007 • Services-services, nec • New York
ROO Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [Insert Purchaser Name] or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total of [·] shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $4.50 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date of this Warrant (the “Initial Exercise Date”) through and including May __, 2012 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant is one of a series of similar warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of May __, 2007, by and among the Company, the Holder and certain other investo
