NOTE PURCHASE AGREEMENT
AGREEMENT
made as of this 18th
day of May 2005, by and between ROO Group,
Inc. (the "Company") and Robert Petty
("Petty").
W I T N E S S E T H:
WHEREAS,
the Company requires
funding for its
continued operations
as a
provider of technology and content required for video to be played on the
Internet;
WHEREAS,
the Company desires to issue to Petty and Petty has
agreed to
purchase from the Company, a $600,000 principal amount promissory note (the
"Note"), substantially in the form attached
hereto as Exhibit A; and
WHEREAS,
as partial
consideration for the Purchase Price (defined below),
the Company is entering into a certain Registration Rights Agreement (the
"Registration Rights Agreement") entered into as of May 18, 2005,
in the form
attached hereto as Exhibit B.
NOW
THEREFORE,
in consideration of the mutual covenants and promises
herein contained and upon the terms and
conditions hereinafter
set forth, the
parties hereto, intending to be legally
bound, agree as follows:
1.
PURCHASE
AND SALE OF THE NOTE.
Purchase
and Sale. Upon the terms and conditions herein contained,
at the
Closing (as hereinafter defined), the Company agrees to sell the
Note to Petty
and Petty agrees to purchase the Note from the Company, which note shall be
secured by a general security interest in and to any and all assets of the
Company.
2.
CONSIDERATION.
Purchase
Price. The purchase price for the Note
(the "Purchase
Price")
shall be Petty's payment of Five Hundred Thousand Five Hundred Dollars
($500,500) to the Company, receipt of which is hereby
acknowledged. As
further
consideration for the Purchase Price, the Company shall enter into the
Registration Rights Agreement.
3.
CLOSING.
3.1
Time and Place of Closing. The closing of the transactions
contemplated by this Agreement (the
"Closing") is taking
place
simultaneously
with the execution of this Agreement,
at the offices of
Sichenzia Ross Friedman
Ference LLP, at the date first set forth
above (hereinafter the "Closing Date").
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3.2
Delivery by the Company. At the Closing, the Company shall deliver to
Petty: (a) the Note; and (b) the executed
Registration Rights Agreement.
3.3
Delivery by Petty.
At the Closing, Petty shall deliver to the the
Company the sum of Five Hundred
Thousand Five Hundred
Dollars ($500,500) (in
a
manner to be agreed upon by Petty and the
Company).
4.
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Petty as
follows:
4.1 Due
Organization and Qualification. The Company is a corporation
duly
organized, validly existing and in good
standing under the laws of the State of
Delaware. The Company has all requisite power and authority to own, lease,
operate and/or utilize its assets and
properties and to carry on its business as
presently conducted and as presently
contemplated, to the extent material to the
business of the Company. The Company is duly qualified to
transact business and
in good standing in each jurisdiction in
which the nature of its business or the
locations of its property requires such
qualification, except
where the failure
to do so would not have a material
adverse effect on the Company's business,
operations, assets or condition (financial
or otherwise).
4.2 Power
and Authority. The Company has the requisite corporate power
and
authority to execute and deliver this
Agreement and the Note
and to perform its
obligations hereunder and thereunder. The
execution, delivery and performance of
this Agreement and the consummation of the
transaction
contemplated hereby have
been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly
executed and delivered by the Company and
is a legal, valid and binding obligation of
the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, moratorium, insolvency, reorganization or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally. When executed and delivered by the
Company at the
Closing, the Note will be a valid and binding obligation of the Company,
enforceable against the Company in
accordance
with its terms,
except as such
enforceability may be limited by bankruptcy, moratorium, insolvency or other
similar laws generally affecting the
enforcement of creditors' rights, specific
performance, injunctive or other equitable
remedies.
4.3 No
Breach; Consents. The
execution, delivery
and performan
