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) LEWIS 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
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