MTWO M2i Global Inc (QB)

 

On April 1, 2014, Roomlinx, Inc., a Nevada corporation (the “Company”), entered into Redemption Agreements (the “Redemption Agreements”) with four holders (each, a “Holder”) of shares of Class A Preferred Stock of the Company (“Preferred Shares”). Pursuant to each Redemption Agreement, the Company agreed to purchase the Preferred Shares owned by the relevant Holder for a purchase price per Preferred Share equal to (i) $0.175 plus (ii) one-half (1/2) of a share of common stock of the Company.

 

The purchase of the Preferred Shares pursuant to the Redemption Agreements will take place immediately prior to, but subject to the consummation of, the merger contemplated by the Agreement and Plan of Merger dated as of March 14, 2014, by and among the Company, Signal Point Holdings Corp. and Roomlinx Merger Corp. (the “Merger Agreement”). The purchase of the Preferred Shares pursuant to the Redemption Agreements will take place prior to the reverse split of the Company’s common stock contemplated by the Merger Agreement.

 

The aggregate number of Preferred Shares that the Company agreed to purchase pursuant to the Redemption Agreements equals 432,500 Preferred Shares, representing approximately 60% of the total Preferred Shares of the Company.

 

The Company would be receptive to other holders of Preferred Shares contacting the Company regarding the prospective redemption of their Preferred Shares.

 

The foregoing description of the Redemption Agreements is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Redemption Agreement which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 3.02.  Unregistered Sales of Equity Securities.

 

The information contained in Item 1.01 above is incorporated by reference in response to this Item 3.02. Upon issuance thereof pursuant to the Redemption Agreements, the Company’s securities will be issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. The issuance, if any, of the Company’s securities pursuant to the Redemption Agreements will not involve a public offering, or general solicitation or advertising, and there will be no underwriter or underwriting commissions paid.