Merger Agreement (June 20th, 2017)
This Merger Agreement ("Agreement") is made and entered into as of June 12, 2017 (the "Effective Date"), by and among: (i) Troika Design Group, Inc., a California corporation and each of its subsidiaries (collectively, the "Company"); (ii) Daniel Pappalardo, as sole shareholder of the Company ("Seller"); (iii) M2 nGage Group, Inc., a Nevada corporation (the "Buyer"); and (iv) Troika Acquisition Corp., a California corporation ("Merger Sub").
Stock Pledge and Security Agreement (May 12th, 2016)
THIS STOCK PLEDGE AND SECURITY AGREEMENT ("Pledge Agreement") is made this 6th day of May, 2016, by and among Digital Media Acquisition Group Corp. ("DMAGC") a Delaware corporation, Signal Point Telecommunications Corp. ("SPTC"), a New York corporation and Signal Share Software Development Corp. (to be renamed Signal Point Media Corp., "SPMC"), a Delaware corporation and their successors and assigns, each with a principal place of business at 433 Hackensack Avenue 6th Floor, Hackensack, NJ 07601 (SPTC AND SPMC are collectively hereinafter referred to as the "Borrower"), to Brookville Special Purpose Fund, LLC, Veritas High Yield Fund, LLC and Allied International Fund, Inc., each with an address of One Beech Tree Lane, Brookville, NY 11545 (collectively hereinafter referred to as the "Note Holders and Secured Parties ").
[Continued From Page 1] (February 8th, 2016)
five million (5,000,000) shares of preferred stock of the Corporation, par value $0.20 per share (the "Preferred Stock"), of which 720,000 shares have been authorized as Series A Convertible Preferred Stock, so that all 4,280,000 shares of Preferred Stock have the status of authorized but unissued shares and are available for issuance, the Board of Directors hereby establishes a new series of Preferred Stock, the Series B Convertible Preferred Stock, to consist of 2,000,000 shares, and hereby fixes the powers, designation, preferences, relative, participating, optional and other rights of such series of Series B Preferred Stock, and the qualifications, limitations and restrictions thereof, in addition to those set forth in said Article Third, as follows:
Common Stock Purchase Warrant Roomlinx, Inc. (February 8th, 2016)
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issuance Date (the "Initial Exercise Date") and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from RoomLinx, Inc., a Nevada corporation (the "Company"), up to ________________ shares (subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The number of Warrant Shares is equal to three (3) times the principal amount of Series B Convertible Preferred Stock purchased by the Holder on the date hereof. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).