COMMON STOCK PURCHASE WARRANT To Purchase 1,111,111 Shares of Common Stock of ROOMLINX, INC. (Void after Expiration Date – August 4, 2020) Issue Date: August 4, 2015Common Stock Purchase Warrant • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services • Nevada
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, NFS Leasing, Inc. (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 August 4, 2015 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on August 4, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roomlinx, Inc., a Nevada corporation (the “Company”), up to One Million One Hundred Eleven Thousand One Hundred Eleven (1,111,111) shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.80 subject to adjustment hereunder. This Warrant is being issued in consideration of the conversion of certain leases by and between the Company and the Holder into a Loan Agreement.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services
Reference is made to that certain Security Agreement dated as of July 3, 2013 between SignalShare, LLC as Debtor and NFS Leasing, Inc as Secured Party. (the “Security Agreement”).
ContractCorporate Guaranty Agreement • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services
TERM NOTETerm Note • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services • Massachusetts
LEASE SCHEDULE TERMINATION, LOAN AND GENERAL RELEASE AGREEMENTLease • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services • Massachusetts
This Lease Schedule Termination, Loan and General Release Agreement (this “Agreement”) is made as of this 31 day of July, 2015, by and between SignalShare, LLC, a limited liability company duly organized under the laws of The State of Delaware, having a principal place of business at 4700 Falls of Neuse Rd., Suite 340, Raleigh, NC, 27609 (the "Borrower"), and NFS Leasing, Inc., having an office at 900 Cummings Center-Suite 226-U, Beverly, Massachusetts 01915 (the "Lender")
SECURITY AGREEMENTSecurity Agreement • August 6th, 2015 • Roomlinx Inc • Cable & other pay television services
In order to secure the due and punctual payment of all of the Obligations (as herein defined), Signal Point Holdings Corp, a Delaware corporation having its place of business located at 433 Hackensack Avenue, 6th Floor, Hackensack, New Jersey 07601 ("Debtor"), hereby grants to NFS Leasing, Inc., a Massachusetts Corporation ("Secured Party"), having an address of 900 Cummings Center, Suite 226-U, Beverly, MA 01915, a continuing security interest in the following item(s) of collateral:
