OMNIBUS CONSENT AND WAIVER
This Omnibus Consent and Waiver (this "Consent and Waiver"), dated
as
of August 18, 2005, is entered into by and
between ROO Group, Inc., a Delaware
corporation (the "Company"), AJW Offshore,
Ltd., AJW Qualified Partners, LLC,
AJW Partners, LLC and New Millennium
Capital Partners II, LLC (collectively, the
"Holders" and each a "Holder"), in
connection with: (1) the Securities Purchase
Agreement dated as of September 10, 2004
(the "2004 Securities Purchase
Agreement") by and among the Company and
the Holders and the related Callable
Secured Convertible Notes (the "2004
Notes") and Stock Purchase Warrants (the
"2004 Warrants") issued by Company to the
Holders dated as of September 10,
2004, November 23, 2004 and February 3,
2005; and (2) the Securities Purchase
Agreement dated as of July 18, 2005 (the
"2005 Securities Purchase Agreement,"
and together with the 2004 Securities
Purchase Agreement, the "Purchase
Agreements") by and among the Company and
the Holders and the related Callable
Secured Convertible Notes (the "2005
Notes," and together with the 2004 Notes,
the "Notes") and Stock Purchase Warrants
(the "2005 Warrants," and together with
the 2004 Warrants, the "Warrants") issued
by Company to the Holders dated as of
July 18, 2005. Capitalized terms used
herein without definition shall have the
meanings ascribed to such terms in the
Purchase Agreements, the Notes and the
Warrants, as applicable.
WHEREAS, the Holders have agreed to consent to a private placement
(the
"Private Placement") by the Company of up
to 266,666,666 shares of the Company's
common stock to accredited investors at a
purchase price of $0.03 per share in
one or more closings;
WHEREAS, part of the proceeds from the Private Placement will be
used
to complete an Optional Prepayment in full
and final settlement of the Notes and
interest thereon, as outlined in Schedule A
hereto (the "Prepayment"); and
WHEREAS, in connection with the Private Placement and the
Prepayment,
the Holders have agreed to waive certain
obligations of the Company under the
Purchase Agreements, the Notes and the
Warrants as set forth herein.
NOW, THEREFORE, in consideration of the above, and for other good
and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1.
The
Holders hereby consent to the Private Placement.
2.
The
Holders hereby agree that Exhibit A hereto sets for the
consideration required from the Company as payment in full and
final
settlement of the Optional Prepayment Sum (as defined in the
Notes)
required for the Company to effect an Optional Prepayment of
the
Notes in full.
3.
For a
period beginning the date hereof and ending the earlier of (a)
the date the P
