WARRANT
THESE
SECURITIES AND THE UNDERLYING SHARES OF SERIES B STOCK AND
COMMON STOCK HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a) UNDER THE SECURITIES ACT.
STOCK
PURCHASE WARRANT
To
Purchase Shares of Series B Stock or up to 15,000,000 Shares
of Common Stock of RoomLinX, Inc.
THIS
STOCK PURCHASE WARRANT CERTIFIES that, for value received,
Creative Hospitality Associates LLC (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 date of the initial
vesting of Warrant Shares (as hereinafter defined) as set
forth in Section 2(a) hereof (the “Initial Exercise
Date”) and on or prior to the close of business on the
fifth 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”), shares of Series B
Preferred Stock, par value $.20 per share (“Series B
Stock”), in the form of
the attached Certificate of Designation of the Company
(the “Series B Warrant Shares”) in such number and
at such purchase price per share (the “Series B Exercise
Price”) such that such Series B Stock would convert into
the same number of shares of common stock of the Company
, par value $.001 per share
( the “
Common Stock ”) as
if the subscription and purchase had in fact been of shares of
Common Stock after the occurrence of the Triggering Event (as
hereinafter defined); provided
, however ,
that upon the occurrence of the Triggering Event, the Holder ’s unexercised right
hereunder to subscribe for and purchase Series B Stock shall
immediately be converted into a right entitling the Holder,
upon the terms and subject to the limitations on exercise and
the conditions hereinafter set forth, to subscribe for and
purchase from the Company up to fifteen million ( 15,000,000 )
shares of Common Stock (the “Common Stock Warrant
Shares”; collectively with the Series B Warrant Shares,
the “Warrant Shares”). The purchase
price of one share of Common Stock (the “Common Stock
Exercise Price”) under this Warrant shall be $.02
. References
herein to the Warrant Shares shall be deemed references to the
Series B Warrant Shares and/or the Common Stock Warrant
Shares, as applicable, and references herein to the Exercise
Price shall be deemed references to the Series B Exercise
Price and/or the Common Stock Exercise Price, as
applicable. For purposes hereof, the
“Triggering Event” shall mean and have been deemed
to have occurred immediately upon the delivery from the
Company to the Holder of a written certification that it has a
sufficient number of shares of Common Stock authorized and
available to provide for the issuance of the Common Stock
Warrant Shares. The Exercise Price and the number
of Warrant Shares for which the Warrant is exercisable shall
be subject to adjustment as provided herein . The Holder acknowledges that the Company is
currently delinquent in its filings under the Securities
Exchange Act of 1934, as amended, and the Company will not be
able to effect a Triggering Event until the Company becomes
current on its filings and then obtains the approval of its
stockholders of the Triggering Event and there is no assurance
the Company can or will ever become current on such filings or
obtain such stockholder approval and that the Triggering Event
will occur. Notwithstanding the foregoing, the
Company agrees to use its commercially reasonable best efforts
to make such filings and cause a Triggering Event to occur as
soon as possible.
Section 1. Title to Warrant . Prior to the
Termination Date and subject to compliance with applicable laws and
Section 7 of this Warrant, this Warrant and all rights hereunder
are transferable, in whole or in part, at the office or agency of
the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed. The transferee shall
sign an investment letter substantially in the form attached hereto and
otherwise in form and substance reasonably satisfactory to
the Company.
Section 2. Vesting; Authorization of Shares .
(a) 500,000
Warrant Shares will irrevocably vest for each 1,000 CHA
Rooms. As used herein the term “CHA
Rooms” shall mean a room in any hotel or other property
(i) that the Holder or an affiliate thereof introduces to the
Company or an affiliate thereof or otherwise facilitates the
installation of the RMLX Media and Entertainment System
therein and (ii) in which the RMLX Medial and Entertainment
System is installed.
(b) The
Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented
by this Warrant in accordance with the provisions of this
Warrant, be duly authorized, validly issued, fully paid and
non assessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of
any transfer occurring contemporaneously with such
issue).
Section 3. Exercise of Warrant .
(a) Except
as provided in Section 4 herein, exercise of the purchase
rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before
the Termination Date by the surrender of this Warrant and
delivery of the Notice of Exercise form annexed hereto duly
executed, at the office of the Company (or such other office
or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of such Holder
appearing on the books of the Company) and upon payment of the
Exercise Price of the Warrant Shares thereby purchased by wire
transfer or cashier’s check drawn on a United States
bank, the Holder shall be entitled to receive a certificate
for the number of Warrant Shares so
purchased. Certificates for shares purchased
hereunder shall be delivered to the Holder within two
(
2
)
trading days after the date on which this Warrant shall have
been exercised as aforesaid. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall
be deemed to have been issued, and Holder or any other person
so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised by payment to the
Company of the Exercise Price and all taxes required to be
paid by the Holder, if any, pursuant to Section 5 prior to the
issuance of such shares, have been paid. If the
Company fails to deliver to the Holder a certificate or
certificates representing the Warrant Shares pursuant to this
Section 3(a) by the fifth trading day after the date of
exercise, then the Holder will have the right to rescind such
exercise.
(b) At
such time as the Warrant is exercisable for Common Stock
Warrant Shares, in lieu of the payment methods set forth in
Section 3(a) above, the Holder may elect to exchange all or
some of the Warrant for Common Stock Warrant Shares equal to
the value of the amount of the Warrant being exchanged on the
date of exchange. If the Holder elects to exchange this
Warrant as provided in this Section 3(b), the Holder shall
tender to the Company the Warrant for the amount being
exchanged, along with written notice of the Holder's election
to exchange some or all of the Warrant, and the Company shall
issue to the Holder the number of Common Stock Warrant Shares
computed using the following formula:
X
= Y
(A-B)
A
Where:
X
= the number of Common Stock Warrant Shares to be issued to
the Holder;
Y
= the total number of Common Stock Warrant Shares as to which
this Warrant is being exercised;
A
= the Fair Market Value of one share of Common Stock;
and
B
= the Purchase Price of one Common Stock Warrant Share (as
adjusted to the date of such calculation).
All
references herein to an "exercise" of the Warrant shall
include an exchange pursuant to this Section
3(b).
(c) If
this Warrant shall have been exercised in part, when
permitted, the Company shall, at the time of delivery of the
certificate or certificates representing Warrant Shares,
provided that this Warrant has been surrendered to the
Company, deliver to Holder a new Warrant evidencing the rights
of Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
Section 4. No Fractional Shares or Scrip . No
fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant.
Section 5. Charges, Taxes and Expenses . Issuance
of certificates for Warrant Shares shall be made without charge to
the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate to the
Holder, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event certificates for Warrant
Shares are to be issued in a name other than the name of the
Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by
the Holder; and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto.
Section 6. Closing of Books . The Company will
not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms
hereof.
Section 7. Transfer, Division and Combination .
(a) Subject
to compliance with any applicable securities laws and the
conditions set forth in Sections 1 and 7(e) hereof, this
Warrant and all rights hereunder are transferable, in whole
or, upon occurrence of the Triggering Event, in part, upon
surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required,
such payment, the Company shall promptly (but in any event, within 5
days) execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denomination
or denominations specified in such instrument of assignment,
and shall promptly (but in any
event, within 5 days) issue to the assignor a new
Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.
(b) This
Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to
compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in
accordance with such notice.
(c) The
Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under
this Section 7.
(d) The
Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the
Warrants.
(e) If,
at the time of the surrender of this Warrant in connection
with any transfer of this Warrant, the transfer of this
Warrant shall not be registered pursuant to an effective
registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such transfer, (i) that
the Holder or transferee of this Warrant, as the case may be,
furnish to the Company a written opinion of counsel (which
opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect
that such transfer may be made without registration under the
Securities Act and under applicable state securities or blue
sky laws and (ii) that the holder or transferee execute and
deliver to the Company an investment letter substantially in the form attached hereto
and otherwise in form and substance acceptable to the
Company. [Need to create the form]
Section 8. No Rights as Shareholder until Exercise
. This Warrant does not entitle the Holder to
a
