0001117768-15-000266.txt : 20150406 0001117768-15-000266.hdr.sgml : 20150406 20150406162014 ACCESSION NUMBER: 0001117768-15-000266 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20150406 DATE AS OF CHANGE: 20150406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROOMLINX INC CENTRAL INDEX KEY: 0001021096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 830401552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78492 FILM NUMBER: 15753830 BUSINESS ADDRESS: STREET 1: CONTINENTAL PLAZA - 6TH FLOOR STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 201-68-9797 MAIL ADDRESS: STREET 1: CONTINENTAL PLAZA - 6TH FLOOR STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: ARC COMMUNICATIONS INC DATE OF NAME CHANGE: 19990527 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE TELECOMMUNICATIONS HOLDING CORP DATE OF NAME CHANGE: 19970212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEPALO ROBERT P CENTRAL INDEX KEY: 0001024467 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

 
ROOMLINX, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 

776382509
(CUSIP Number)

 
Robert DePalo
570 Lexington Avenue, 22nd Floor
New York, NY 10022
(212) 446-0006
 
Elliot H. Lutzker
Davidoff Hutcher & Citron LLP
605 Third Avenue, 34th Floor
New York, NY 10158
(646) 428-3210
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
March 27, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
 
 
 
CUSIP No. 776382509
 

 

1.
  
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Robert DePalo
    
2.
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    
(b)    
    
3.
  
SEC USE ONLY
 
    
4.
  
SOURCE OF FUNDS (see instructions)
 
OO
    
5.
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     
    
6.
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
    

           
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
  
7.
  
SOLE VOTING POWER
 
45,119,857 (1)
  
 
8.
  
SHARED VOTING POWER
 
-0-
  
 
9.
  
SOLE DISPOSITIVE POWER
 
45,119,857 (1)
  
 
10.
  
SHARED DISPOSITIVE POWER
 
-0-
  
         
11.
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
45,119,857 (1)
    
12.
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    
    
13.
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.4% (2)
    
14.
  
TYPE OF REPORTING PERSON (see instructions)
 
IN
    
 
(1)  Consists of 44,194,298 shares of Common Stock held by the Reporting Person and 925,559 shares of Common Stock held by Arjent Limited UK.  The Reporting Person is the Chairman of Arjent Limited UK and has voting and investment authority over shares held by it.  Does not include any classes of preferred shares that the Reporting Person and an entity owned by the Reporting Person’s wife are entitled to receive, as discussed in Item 6 below.
 
(2)  Does not include the voting interest that the Reporting Person is entitled to receive under the SPHC Series B Preferred Shares, as discussed in Item 6 of this Schedule 13D.
 
 
 

 
 
- 2 -
 


CUSIP No. 776382509
 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.  Security and Issuer.

This statement relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of RoomLinX, Inc., a Nevada corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is Continental Plaza, 6th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601.

Item 2.  Identity and Background.

(a)           This statement is filed by Robert DePalo (the “Reporting Person”).
 
(b)           The business address of the Reporting Person is 570 Lexington Avenue, 22nd Floor, New York, NY 10022.
 
(c)           The principal occupation of the Reporting Person is serving as the Chairman and Chief Executive officer of Arjent LLC, a FINRA registered firm.

(d)           The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           The Reporting Person is a citizen of the United States of America.

Item 3.  Source or Amount of Funds or Other Consideration.

The Common Stock described in item 5 of this Schedule 13D that may be deemed to be beneficially owned by the Reporting Person was issued by the Issuer pursuant to a Subsidiary Merger Agreement (the “Merger Agreement”), dated as of March 27, 2015 (the “Effective Date”), by and among Signal Point Holdings Corp. (“SPHC”), the Issuer, SignalShare Infrastructure, Inc. (“Infrastructure”), and RMLX Merger Corp. (“MergerCo”).  On the Effective Date, MergerCo, a wholly owned subsidiary of the Issuer, merged with and into SPHC, with SPHC and its operating subsidiaries surviving as a wholly-owned subsidiary of the Issuer (the “Merger”).  The existing business of the Issuer was transferred into Infrastructure, a newly-formed, wholly-owned subsidiary of the Issuer.  In connection therewith, on the Effective Date, the former stockholders of SPHC, a privately-owned Delaware corporation, received an aggregate of approximately 85% of the Fully Diluted (as defined in the Merger Agreement) common stock of the Issuer (the “Consideration Shares”).  As the owners of approximately 38.3% and 0.8%, respectively, of the issued and outstanding shares of common stock of SPHC prior to the Merger, the Reporting Person and Arjent Limited UK (“Arjent Ltd.”), were issued 44,194,298 and 925,559 shares of Common Stock, respectively, constituting an aggregate of approximately 33.4% of the issued and outstanding shares of Common Stock after the consummation of the Merger.  The Reporting Person is the Chairman of Arjent Ltd.
 
In accordance with the terms of the Merger Agreement, all of the Consideration Shares, including all Common Stock beneficially owned by the Reporting Person, are restricted and shall have a restrictive legend.  In addition, the Consideration Shares are subject to lock-up provisions and may not be transferred, sold, pledged, encumbered, or otherwise disposed of until December 15, 2015.
 
 
 
 
 
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CUSIP No. 776382509
 
 
 
In addition, the Reporting Person is the sole owner of 10 shares designated as the Series B Preferred Stock of SPHC (the “SPHC Series B Preferred Shares”), constituting the only issued and outstanding SPHC Series B Preferred Shares.  Furthermore, Allied International Fund (“Allied”) is the sole owner of 1,000 shares designated as the Series A Preferred Stock of SPHC (the “SPHC Series A Preferred Shares”), constituting the only issued and outstanding SPHC Series A Preferred Shares.  Allied is wholly owned by Rosemarie DePalo, the wife of the Reporting Person.
 
In accordance with the terms of the Merger Agreement, the Issuer shall create serial preferred stock with identical Series A and Series B designations as exist for SPHC on the Merger Date (the “Roomlinx Series A Preferred Shares” and “Roomlinx Series B Preferred Shares”, respectively), and shall issue such preferred shares within fourteen (14) days of the Merger Date.  Accordingly, Allied is entitled to receive Roomlinx Series A Preferred Shares and the Reporting Person is entitled to receive Roomlinx Series B Preferred Shares with substantially the same rights as the SPHC Series A Preferred Shares and SPHC Series B Preferred Shares, respectively.  A summary of the SPHC Series A Preferred Shares and SPHC Series B Preferred Shares is set forth in Item 6 below.
 
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2015, and is incorporated herein by reference.

Item 4.  Purpose of Transaction.

As a result of the Reporting Person’s substantial ownership of Common Stock and his future receipt of the Roomlinx Series B Preferred Shares, the Reporting Person is in a position to influence the management and policies of the Issuer and to influence the outcome of corporate actions requiring stockholder approval, particularly after the issuance of the Roomlinx Series B Preferred Shares which will give him substantial authority and control over the Issuer as set forth in Item 6 below. From time to time, the Reporting Person may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer.

Except as described above in this Item 4, the Reporting Person does not have any present plans or proposals requiring disclosure under Item 4(a)-(j) of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of shares of Common Stock reported owned by the Reporting Person is based upon 135,053,762 shares of Common Stock issued and outstanding as of March 27, 2015, in accordance with the terms of the Merger Agreement.
 
The Reporting Person beneficially owns 45,119,857 shares of Common Stock, including 44,194,298 shares of Common Stock held by the Reporting Person directly and 925,559 shares held by Arjent Ltd.  The Common Stock beneficially owned by the Reporting Person represents approximately 33.4% of the Common Shares outstanding.
 
Allied has the right to receive 1,000 shares of Roomlinx Series A Preferred Shares and the Reporting Person has the right to receive 10 shares of Roomlinx Series B Preferred Shares within fourteen (14) days of the Merger Date.  The Reporting Person disclaims beneficial ownership of any securities owned by Allied.
 
(b)           The Reporting Person the Chairman of Arjent Ltd. and has voting and investment authority over shares held by it.  The Reporting Person has the sole power to vote and dispose of the Common Stock reported in this Schedule 13D.
 
Upon the Reporting Person’s receipt of the Roomlinx Series B Preferred Shares, the Reporting Person will have the sole power to vote and dispose of such securities.
 
 
 
 
 
 
- 4 -
 
 
CUSIP No. 776382509
 
 
 
Upon Allied’s receipt of the Roomlinx Series A Preferred Shares, Rosemarie DePalo, the wife of the Reporting Person, will have the sole power to vote and dispose of such securities.  The Reporting Person disclaims beneficial ownership of any securities owned by Allied.
 
(c)           On March 27, 2015, pursuant to the terms of the Merger Agreement, the Reporting Person acquired all of the Common Stock and other securities of the Issuer reported in this Schedule 13D.  In addition, in accordance with the Merger Agreement, Allied is entitled to receive 1,000 Roomlinx Series A Preferred Shares, and the Reporting Person is entitled to receive 10 Roomlinx Series B Preferred Shares within fourteen (14) days of the Merger Date. The information contained in Items 3 and 4 above is incorporated herein by reference in its entirety.
 
(d)           Arjent Ltd. has the right to receive dividends and proceeds from the sale of the 925,554 shares of Common Stock that it holds.  Allied will have the right to receive dividends and proceeds from the sale of the Roomlinx Series A Preferred Shares when it receives them.  Other than the foregoing, no person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock and other securities of the Issuer reported in this Schedule 13D.
 
(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosure in Item 3 above regarding the Merger Agreement is incorporated herein by reference.

Series A Preferred Stock

Allied International Fund (“Allied”) is the sole owner of 1,000 SPHC Series A Preferred Shares, constituting the only issued and outstanding SPHC Series A Preferred Shares.  Allied is wholly owned by Rosemarie DePalo, the wife of the Reporting Person. Mr. DePalo disclaims any beneficial ownership in Allied.

In accordance with the terms of the Merger Agreement, the Issuer shall create serial preferred stock with identical Series A designation as exist for SPHC on the Merger Date (the “Roomlinx Series A Preferred Shares”), and shall issue such Roomlinx Series A Preferred Shares within fourteen (14) days of the Merger Date.  Accordingly, the Allied shall receive Roomlinx Series A Preferred Shares with substantially the same rights as the SPHC Series A Preferred Shares.

The SPHC Series A Preferred Shares are not convertible into Common Stock and do not have any voting rights except for votes in connection with the rights, preferences, or privileges of the SPHC Series A Preferred Shares.  The SPHC Series A Preferred Shares have a liquidation preference over the SPHC common stock in the amount of liquidating distributions of $5,000 per SPHC Series A Preferred Share.  In addition, holders of the SPHC Series A Preferred Shares are entitled to dividends in the amount equal to the greater of (i) $50,000 per month, or (ii) (1%) of the gross revenues of SPHC, through the period ending December 31, 2021.
 
The foregoing description of the SPHC Series A Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate Designation of the Series A Preferred Shares, filed with the Secretary of State of Delaware on December 17, 2012 (the “SPHC Series A Certificate of Designations”), as amended on December 20, 2013, and February 26, 2014.  The SPHC Series A Certificate of Designations and Amendments 1 and 2 thereto are filed as Exhibits 99.2, 99.3, and 99.4, respectively, to this Schedule 13D, and are incorporated herein by reference.

Series B Preferred Stock

The Reporting Person is the owner of 10 Series B Preferred Shares, constituting the only issued and outstanding SPHC Series B Preferred Shares.  In accordance with the terms of the Merger Agreement, the Issuer shall create serial preferred stock with identical Series B designations as exist for SPHC on the Merger Date (the “Roomlinx Series B Preferred Shares”), and shall issue such Roomlinx Series B Preferred Shares within fourteen (14) days of the Merger Date.  Accordingly, the Reporting Person shall receive Roomlinx Series B Preferred Shares with substantially the same rights as the SPHC Series B Preferred Shares.
 
 
 
 
 
- 5 -
 
 
CUSIP No. 776382509
 

 
 
As the sole holder of the SPHC Series B Preferred Shares, the Reporting Person has the right to authorize and approve or prohibit a wide variety of corporate activities and transactions affecting SPHC, and shall have the same rights in connection with Roomlinx once he receives the Roomlinx Series B Preferred Shares.

The SPHC Series B Preferred Shares provides the holder with the following rights and certain control authority:
 
●   
The holders of the Series B Preferred Shares (the “Series B Holder”) has the right to vote the Series B Shares up to a number of votes equal to sixty percent (60%) of the issued and outstanding shares of all classes eligible to vote at a meeting or to be voted via a written consent.
 
●   
The Series B Holder has the right to designate one board member to the board of directors of SPHC (the “Series B Designee”).  The Series B Designee is entitled to vote up to sixty percent (60%) of the votes eligible to be cast at any Board of Directors Meeting or an action taken by written consent.
 
●   
In addition, the Series B Holder is entitled to the following rights:
 
o  
to authorize the increase or decrease the number of authorized shares of any series of the Common Stock or any Preferred Stock or authorize the issuance of or issue any shares of Common Stock or Preferred Stock;
 
o  
to modify any organizational document of the Company or any subsidiary of the Company;
 
o  
to approve any issuance of any indebtedness or debt security by SPHC or any subsidiary, other than in the ordinary course of business;
 
o  
to approve any encumbrance or lien upon any of its properties or assets now owned or hereafter acquired by SPHC;
 
o  
the authority to assume, guarantee, endorse or otherwise become liable upon the obligation of any person, firm or corporation (other than wholly-owned subsidiaries of SPHC), except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
 
o  
the authority to increase the authorized number of directors constituting the board of directors of SPHC from the number which currently exists;
 
o  
the authority to declare bankruptcy, dissolve, liquidate or wind up the affairs of SPHC or any subsidiary thereof;
 
o  
the authority to effect, or enter into any agreement to effect any transaction that results in a Change of Control (as such term is defined in the Certificate of Designations described below);
 
o  
the authority to replace and/or terminate the Chief Executive Officer, President and/or Chairman of the Board of Directors of SPHC;
 
o  
the authority to modify and/or change the nature of the business of SPHC;
 
o  
the authority to acquire, or cause a subsidiary of SPHC to acquire, in any transaction or series of related transactions, the stock or any material assets of another person or entity, or enter into any joint venture with any other person or entity, for aggregate consideration greater than $100,000 including the direct or indirect assumption of liabilities);
 
 
 
 
 
 
- 6 -
 
 
CUSIP No. 776382509
 
 
 
 
o  
the authority to enter into, or become subject to, any agreement or instrument or other obligation which by its terms restricts the ability of SPHC to perform its obligations under the Certificate of Designation or restricts the rights of any Series B Holder;
 
o  
the authority to amend, modify or adopt any Equity Incentive Plan of the SPHC;
 
o  
the authority to retain any employee for compensation in excess of $75,000 per annum;
 
o  
to have certain periodic meetings with the Board;
 
o  
to authorize an offering or contemplation of any transaction pursuant to which SPHC shall issue or sell to any person or entity shares of any class of common stock or preferred stock or any other equity interest of SPHC (including, but not limited to, any instrument that is convertible into common or preferred stock of SPHC); and
 
o  
exclusive control over SPHC’s bank accounts as identified in its books and records and shall have access to all operating accounts of SPHC and any subsidiary thereof.

The foregoing description of the SPHC Series B Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate Designation of the Series B Preferred Shares, filed with the Secretary of State of Delaware on July 1, 2013 (the “SPHC Series B Certificate of Designations”), as amended on December 20, 2013, July 14, 2014 and March 11, 2015.  The SPHC Series B Certificate of Designations and Amendments 1 - 3 thereto are filed as Exhibits 99.5, 99.6, 99.7, and 99.8, respectively, to this Schedule 13D, and are incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.
 
99.1           Subsidiary Merger Agreement dated as of March 27, 2015, by and among SignalPoint Holdings Corp., RoomLinX, Inc., SignalShare Infrastructure Inc. and RMLX Merger Corp. (1)
 
 
 
 
 
 
 
 
(1)
Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2015
 
 
 

 
 
- 7 -
 

 
CUSIP No. 776382509
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 6, 2015
 
 
 
/s/  Robert DePalo                                              
       Robert DePalo
 
 
 
 
 
 
 
 

 
- 8 -
 

EX-99.2 2 exhibit992.htm EXHIBIT992 exhibit992.htm
EXHIBIT 99.2
 
 
SIGNAL POINT HOLDINGS CORP.
 
CERTIFICATE OF DESIGNATIONS
 
of the
 
NON-VOTING, NON-CONVERTIBLE
SERIES A
PREFERRED STOCK
 
Pursuant to Section 151 of the General
Corporation Law of the State of Delaware
 
SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Sole Director of the Corporation on October 1, 2012:
 
RESOLVED, that, pursuant to Article FOURTH of 10,000,000 the Amended and Restated Certificate of Incorporation, which creates and authorizes shares of Preferred Stock, par value $.01 per share (hereinafter called the “Preferred Stock”), of which no shares are currently authorized, issued or outstanding, the Sole Director of the Corporation hereby establishes a series of non-voting, non-convertible Series A Preferred Stock to consist of 1,000 shares, and hereby fixes the powers, designation, preferences and relative, participating, optional and other rights of such class of Serial Preferred Stock, and the qualifications, limitations and restrictions thereof, in addition to those set forth in said Article FOURTH as follows:
 
Section 1.     Designation and Amount.
 
(a)           The 1,000 shares of Preferred Stock shall be designated as Series A Preferred Stock specifically designed for Allied International Fund Inc. (“Allied”) and will not be issued to any entity other than Allied (the “Series A Preferred Stock”).  Such number of shares may be increased or decreased by resolution of the Sole Director; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding, plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.
 
(b)           The Series A Preferred Stock shall rank (i) senior to all of the Common Stock, par value $.001 per share (“Common Stock”); (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series A Preferred Stock of whatever subdivision (collectively, with the Common Stock, “Junior Securities”; and (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Series A Preferred Stock (“Parity Securities”), in each case as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (all such distributions being referred to as “Distributions”).
 
Section 2.     Dividends.
 
(a)           Dividends payable on the shares of Series A Preferred Stock shall be an aggregate amount equal to one percent (1%) of the aggregate gross revenues per month    ( But Not Less than $50,000 per Month) of the Corporation and any of its consolidated subsidiaries, joint ventures, partnerships, licensing arrangements, including, but not limited to, all realized and recorded revenue as determined in accordance with U.S. generally accepted accounting principles, payable for a period of seven years from the date of issuance (the “Dividend Period”).  Such dividends shall be cumulative on each share of Series A Preferred Stock during the Dividend Period and shall be payable monthly in cash, based on the prior month’s (or portion thereof for the first and last month of the Dividend Period) estimated gross revenues.  The dividend shall be payable 15 business days after the end of the prior month and adjusted up or down based on the Corporation’s actual financial statements reported on a quarterly basis. Except as may be provided by the Delaware General Corporation Law or other applicable law, the Sole Director of the Corporation shall (i) declare such dividends on a monthly basis and (ii) irrevocably authorize this payment with said payment commencing as of [October 15th, 2012], and every 15th business day following the end of each month thereafter during the Dividend Period, subject to adjustments as described above. The dividend shall be payable to holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding ten days nor less than five days preceding the payment date thereof.
 
(b)           When dividends are not paid in full or declared in full and set apart for the payment thereof upon the Series A Preferred Stock and any other shares of Preferred Stock ranking on a parity as to dividends with the Series A Preferred Stock, all dividends declared upon shares of Series A Preferred Stock and any other Preferred Stock ranking on a parity as to dividends shall be declared pro rata so that in all cases the amount of dividends declared per share on the Series A Preferred Stock and such other Preferred Stock shall bear to each other the same ratio that accumulated dividends per share, including dividends accrued or in arrears, on the shares of Series A Preferred Stock and such other Preferred Stock bear to each other.  Except as provided in the preceding sentence, unless full cumulative dividends on the Series A Preferred Stock have been paid, or declared in full and sums set apart for the payment thereof, no dividends shall be declared or paid or set aside for payment or other distribution made upon the Common Stock of the Corporation or any other Junior Securities or Parity Securities as to dividends or liquidation rights, nor shall any Junior Securities or Parity Securities be redeemed, purchased, exchanged or otherwise acquired for any consideration (or any payment made to or available for a sinking fund for the redemption of any shares of such stock) by the Corporation or any subsidiary, except by conversion into or exchange for Junior Securities.
 
Section 3.      Conversion.  The Series A Preferred Stock is not convertible into any shares of capital stock or other equity interests of the Corporation.
 
 
 
 
 
 
- 1 -
 
 
 
 
 
Section 4.          Liquidation Rights.
 
(a)           In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock shall be entitled to receive out of the remaining assets of the Corporation available for distribution to stockholders, before any distribution of assets is made to holders of Common Stock or any other class of stock of the Corporation ranking junior to the Series A Preferred Stock, liquidating distributions in an amount equal to $5,000 per share. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series A Preferred Stock and any other shares of Preferred Stock of the Corporation ranking (as to any such distribution) on a parity with the Series A Preferred Stock are not paid in full, holders of the Series A Preferred Stock and of such other shares of Preferred Stock will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled.  After payment of the full amount of the liquidating distribution to which they are entitled, the holders of shares of Series A Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation.
 
(b)           For purposes of this Section 4, a distribution of assets in any dissolution, winding up, liquidation or reorganization shall not include (a) a sale of substantially all assets or other sale of the Corporation’s business, (b) a sale by the Corporation of more than 50 % of the capital stock of the Corporation (determined on an as-converted, as exercised, or common-stock-equivalent basis) in a single transaction or a series of directly related transactions, and (c) a merger or consolidation of the Corporation in which the outstanding capital stock of the Corporation is exchanged in whole or in part for securities of another person and the holders of the Company’s securities hold less than a majority of the voting power of the surviving company. A distribution of assets in any dissolution, winding up, liquidation or reorganization shall also not include any dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by reincorporation of another corporation.  In all of the foregoing transactions, the surviving Corporation shall assume all of the rights and obligations of the Corporation relating to the Series A Preferred Stock under this Certificate of Designation including, but not limited to, the payment of the 1% of gross revenues, dividends set forth in Section 2(a) above.
 
Section 5.       Voting Rights.
 
(a)            Series A Preferred Stock shall not have any voting rights in the Corporation; provided, that the Corporation shall not amend, alter, change or repeal the preferences, privileges, special rights or other powers of the Series A Preferred Stock so as to adversely affect the Series A Preferred Stock, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding aggregate number of shares of such affected Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class; provided, however, the Corporation may at any time without the vote or consent of the stockholders of the Series A Preferred Stock or any other stockholder amend the Series A Certificate of Designation to increase or reduce the number of shares designated thereunder so long as any reduction does not result in the designation of less Series A Preferred Stock than is issued and outstanding at the time of the reduction.
 
(b)             In the event that the Holders of at least a majority of the outstanding shares of Series A Preferred Stock agree to allow the Corporation to alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock pursuant to the terms hereof, then the Corporation will deliver notice of such approved change to the holders of the Series A Preferred Stock that did not agree to such alterations or change (the “Dissenting Holders”) and  the Dissenting Holders shall have the right for a period of thirty (30) days following such delivery to convert their Preferred Shares pursuant to the terms hereof as such terms existed prior to such alteration or change, or to continue to hold such Preferred Stock as so modified.  No such change shall be effective to the extent that, by its terms, such change applies to less than all of the shares of Series A Preferred Stock then outstanding.
 
Section 6.       Redemption, Cancellation.  The Series A Preferred Stock shall not be redeemable. If at any time prior to August 10, 2020, the Corporation shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Corporation is not the surviving corporation) or sell, transfer or otherwise dispose all or substantially all of its property, assets or business to another corporation (“Extraordinary Transaction”), the successor or acquiring corporation (if other than the Corporation) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of the Series A Preferred Stock to be performed and observed by the Corporation and all the obligations and liabilities hereunder, including, but not limited to the payment of dividends as set forth in Section 2.  As soon as commercially practicable following the Extraordinary Transaction, the successor or acquiring corporation (if other than the Corporation), shall deliver to the holder of the Series A Preferred Stock a new certificate in replacement of the Series A Preferred Stock consistent with the provisions referenced in the immediately preceding sentence against receipt by such successor or acquiring corporation of the original certificate for the Series A Preferred Stock.
 
Upon expiration of the Dividend Period, the Series A Preferred Stock shall be deemed cancelled and no shares of Series A Preferred Stock shall be deemed issued and outstanding as of such date.  Upon written request of the Corporation, the holder of the shares and the Series A Preferred Stock shall return any certificates evidencing such shares to the Corporation or shall deliver to the Corporation a lost certificate affidavit in lieu thereof.
 
 
 
 
 
 
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IN WITNESS WHEREOF, Signal Point Holdings Corp., has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 12 day of December, 2012.
 
 
    SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
- 3 -
 

EX-99.3 3 exhibit993.htm EXHIBIT993 exhibit993.htm
EXHIBIT 99.3

 
 
SIGNAL POINT HOLDINGS CORP.

AMENDMENT NO. 1
TO THE
CERTIFICATE OF DESIGNATIONS
OF THE
NON-VOTING, NON-CONVERTIBLE
SERIES A
PREFERRED STOCK

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware


SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors and the holder of more than two-thirds (66 2/3%)  of the outstanding shares of Common Stock (the “Majority Shareholder”) of the Corporation on December 19th, 2013:

RESOLVED, that the Certificate of Designation for the Series A Preferred Stock, previously filed with the Delaware Secretary of State on December 17, 2012 is here amended as described below.

1.           Section 2(a) is hereby deleted and replace by the following:

“(a)           Dividends payable on the shares of Series A Preferred Stock shall be an aggregate amount equal to one percent (1%) of the aggregate gross revenues per month    ( But Not Less than $50,000 per Month) of the Corporation and any of its consolidated subsidiaries, joint ventures, partnerships, licensing arrangements, including, but not limited to, all realized and recorded revenue as determined in accordance with U.S. generally accepted accounting principles, payable through the period ending December 31, 2021 (the “Dividend Period”).  Such dividends shall be cumulative on each share of Series A Preferred Stock during the Dividend Period and shall be payable monthly in cash, based on the prior month’s (or portion thereof for the first and last month of the Dividend Period) estimated gross revenues.  The dividend shall be payable 15 business days after the end of the prior month and adjusted up or down based on the Corporation’s actual financial statements reported on a quarterly basis. Except as may be provided by the Delaware General Corporation Law or other applicable law, the Sole Director of the Corporation or Board of Directors shall (i) declare such dividends on a monthly basis and, (ii) irrevocably authorize this payment with said payment commencing as of October 15th, 2012, and every 15th business day following the end of each month thereafter during the Dividend Period, subject to adjustments as described above. The dividend shall be payable to holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding ten days nor less than five days preceding the payment date thereof. “

2.           Section 6 is hereby amended to delete the reference to “August 10, 2020” and shall be replaced by December 31, 2021.

3.           Except as expressly amended herein, the terms of Series A Certificate of Designation shall remain in full force and effect.

IN WITNESS WHEREOF, Signal Point Holdings Corp., has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 19th day of December, 2013.
 
    SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 
 
 
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EX-99.4 4 exhibit994.htm EXHIBIT994 exhibit994.htm
EXHIBIT 99.4
 
 
SIGNAL POINT HOLDINGS CORP.

AMENDMENT NO. 2
TO THE
CERTIFICATE OF DESIGNATIONS
OF THE
NON-VOTING, NON-CONVERTIBLE
SERIES A
PREFERRED STOCK

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware


SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors and the holder of more than two-thirds (66 2/3%)  of the outstanding shares of Common Stock (the “Majority Shareholder”) of the Corporation on February 3, 2014:

RESOLVED, that the Certificate of Designation for the Series A Preferred Stock, previously filed with the Delaware Secretary of State on December 17, 2012, and further amended by Amendment No. 1 on December 20, 2013 is here amended as described below.

1.           The first sentence of Section 2(a) is hereby deleted and replace by the following:

“(a)           Commencing since October 2, 2012, monthly dividends payable on the shares of Series A Preferred Stock shall be paid in the  an aggregate amount equal to the greater of (i) $50,000 per month; or (ii) one percent (1%) of the aggregate gross revenues per month of the Corporation and any of its consolidated subsidiaries, joint ventures, partnerships, licensing arrangements, including, but not limited to, all realized and recorded revenue as determined in accordance with U.S. generally accepted accounting principles, payable through the period ending December 31, 2021 (the “Dividend Period”).”

2.           Except as expressly amended herein, the terms of Series A Certificate of Designation, as amended, shall remain in full force and effect.

 
 
 
 
 
 
 
 
SIGNATURE PAGE TO FOLLOW
 
 

 
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IN WITNESS WHEREOF, Signal Point Holdings Corp., has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 4th day of February 2014


    SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 

 
 
 

 
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EX-99.5 5 exhibit995.htm EXHIBIT995 exhibit995.htm
EXHIBIT 99.5
 

 
SIGNAL POINT HOLDINGS CORP.

CERTIFICATE OF DESIGNATIONS

of the
 
SERIES B PREFERRED STOCK

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors and the holder of more than two-thirds (66 2/3%)  of the outstanding shares of Common Stock (the “Majority Shareholder”) of the Corporation on June 24, 2013:

RESOLVED, that, pursuant to Article FOURTH of the Certificate of Incorporation, which creates and authorizes shares of Preferred Stock, par value $.01 per share (hereinafter called the “Preferred Stock”), the Board of Directors, as directed by the Majority Shareholder, hereby establishes a series of non-convertible Series B Preferred Stock to consist of ten (10) shares, and hereby fixes the powers, designation, preferences and relative, participating, optional and other rights of such class of Preferred Stock, and the qualifications, limitations and restrictions thereof, in addition to those set forth in said Article FOURTH as follows:

Section 2.      Designation and Amount.

(a)          Ten (10) shares of Preferred Stock shall be designated as Series B Preferred Stock (the “Series B Preferred Stock”).  Such number of shares may be increased or decreased by resolution of the holders of seventy-five percent (75%) of the issued and outstanding Series B Preferred Stock (the “Supermajority”); provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding, plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Preferred Stock.
 
(b)          The Series B Preferred Stock shall rank (i) senior to all of the Common Stock, par value $.001 per share (“Common Stock”); (ii) except for the Series A Preferred Stock, senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series B Preferred Stock of whatever subdivision (collectively, with the Common Stock, “Junior Securities”); and (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Series B Preferred Stock (“Parity Securities”), in each case as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (all such distributions being referred to as “Distributions”).

Section 2.       Dividends.  The holders of record of Series B Preferred Stock shall not be entitled to receive dividends from the Corporation.

Section 3.       Conversion.  The Series B Preferred Stock is not convertible into any shares of capital stock or other equity interests of the Corporation.   Notwithstanding, the holders of the Series B Preferred Stock shall be entitled to vote all on matters set forth in Section 5 hereof.

Section 4.       Liquidation Rights.

(a)           In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Preferred Stock shall not be entitled to receive remaining assets of the Corporation available for distribution to stockholders.  The holders of shares of Series B Preferred Stock will not be entitled to any further participation in any distribution of assets by the Corporation.
 
(b)           For purposes of this Section 4, a distribution of assets in any dissolution, winding up, liquidation or reorganization shall not include (a) a sale of substantially all assets or other sale of the Corporation’s business, (b) a sale by the Corporation of more than 50 % of the capital stock of the Corporation (determined on an as-converted, as exercised, or common-stock-equivalent basis) in a single transaction or a series of directly related transactions, and (c) a merger or consolidation of the Corporation in which the outstanding capital stock of the Corporation is exchanged in whole or in part for securities of another person and the holders of the Company’s securities hold less than a majority of the voting power of the surviving company. A distribution of assets in any dissolution, winding up, liquidation or reorganization shall also not include any dissolution, liquidation, winding up or reorganization of the Corporation immediately followed by reincorporation of another corporation.  During the Series B Voting Period (as defined below), in all of the foregoing transactions, the surviving Corporation shall assume all of the rights and obligations of the Corporation relating to the Series B Preferred Stock under this Certificate of Designation including, but not limited to, the voting rights set forth in Section 5 hereof.
 
 
 
 
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Section 5.         Voting Rights.

For the period commencing on the filing date of this Certificate of Designation through June 23, 2020 (the “Series B Voting Period”), the Corporation agrees that it shall not take, any of the following types of action without the affirmative vote of holders of the Supermajority of the Series B Preferred Stock issued and outstanding:
 
(i) create or assume any debt, liability, obligation or commitment outside the ordinary course of business of the Corporation;
 
(ii) create, assume or suffer to exist any mortgage, pledge or other encumbrance upon any of its properties or assets now owned or hereafter acquired by the Corporation;
 
(iii) assume, guarantee, endorse or otherwise become liable upon the obligation of any person, firm or corporation (other than wholly-owned subsidiaries of the Corporation), except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
 
(iv)  enter into any agreement that provides a party with the right to purchase from the Corporation any shares of any class of capital stock of the Corporation;
 
(v) amend or change its Certificate of Incorporation or By-laws, including, but not limited to, this Certificate of Designation of the Series B Preferred Stock;
 
(vi) dissolve or liquidate, or merge or consolidate with or into any other corporations;
 
(vii) sell, lease, transfer or otherwise dispose of all or substantially all of its assets;
 
(viii) issue any additional shares of Common Stock or other classes of capital stock of the Corporation.
 
Section 6.  Redemption, Cancellation.  The Series B Preferred Stock shall not be redeemable. If at any time during the Series B Voting Period, the Corporation shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Corporation is not the surviving corporation) or sell, transfer or otherwise dispose all or substantially all of its property, assets or business to another corporation (“Extraordinary Transaction”), the successor or acquiring corporation (if other than the Corporation) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of the Series B Preferred Stock to be performed and observed by the Corporation and all the obligations and liabilities hereunder, including, but not limited to the voting rights in Section 5 hereof.  As soon as commercially practicable following the Extraordinary Transaction, the successor or acquiring corporation (if other than the Corporation), shall deliver to the holder of the Series B Preferred Stock a new certificate in replacement of the Series B Preferred Stock consistent with the provisions referenced in the immediately preceding sentence against receipt by such successor or acquiring corporation of the original certificate for the Series B Preferred Stock.
 
Upon expiration of the Series B Voting Period, the Series B Preferred Stock shall be deemed cancelled and no shares of Series B Preferred Stock shall be deemed issued and outstanding as of such date.  Upon written request of the Corporation, the holder of the shares and the Series B Preferred Stock shall return any certificates evidencing such shares to the Corporation or shall deliver to the Corporation a lost certificate affidavit in lieu thereof.
 
 
 

 
 
- 2 -
 

 
 

 
IN WITNESS WHEREOF, Signal Point Holdings Corp. has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 27 day of June, 2013.
 
SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 
 
 
 
 
 
 
- 3 -
 
EX-99.6 6 exhibit996.htm EXHIBIT996 exhibit996.htm
EXHIBIT 99.6
 
 
 
SIGNAL POINT HOLDINGS CORP.

AMENDMENT NO. 1
TO THE
CERTIFICATE OF DESIGNATIONS
of the
SERIES B PREFERRED STOCK

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors and the holder of more than two-thirds (66 2/3%)  of the outstanding shares of Common Stock (the “Majority Shareholder”) of the Corporation on December 19, 2013:

RESOLVED, that the Certificate of Designation for the Series B Preferred Stock, previously filed with the Delaware Secretary of State on July 1, 2013 is hereby amended as described below.

1) Section 5 is hereby deleted and replaced by the following:

 
“Section 5.
Voting Rights.

For the period commencing on the filing date of this Certificate of Designation through December 31, 2021 (the “Series B Voting Period”), the Corporation agrees that it shall not take, any of the following types of action without the affirmative vote of holders of the Supermajority of the Series B Preferred Stock issued and outstanding:
 
(i)           create or assume any debt, liability, obligation or commitment outside the ordinary course of business of the Corporation;
 
(ii)            create, assume or suffer to exist any mortgage, pledge or other encumbrance upon any of its properties or assets now owned or hereafter acquired by the Corporation;
 
(iii)           assume, guarantee, endorse or otherwise become liable upon the obligation of any person, firm or corporation (other than wholly-owned subsidiaries of the Corporation), except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
 
(iv)           amend or change its Certificate of Incorporation or By-laws, including, but not limited to, this Certificate of Designation of the Series B Preferred Stock;
 
 
 
 
 

 
- 1 -
 

 

 
 
(v)        dissolve or liquidate, or merge or consolidate with or into any other corporations;
 
(vi)       sell, lease, transfer or otherwise dispose of all or substantially all of its assets;
 
(vii)      enter into any agreement that provides a party with the right to purchase from the Corporation any shares of any class of capital stock of the Corporation;
 
(viii)     the offering or contemplation of any transaction pursuant to which the Corporation shall issue or sell to any Person any shares of any class of capital preferred stock or any other equity interests of the Corporation (including, but not limited to, any instrument that is convertible into common stock or preferred stock of the corporation);
 
(ix)        obtaining any line of credit of the Corporation or transactions related thereto;
 
(x)         issue any additional shares of Common Stock or other classes of capital stock of the Corporation; and
 
(xii)       appoint, elect or otherwise engage any officer or director of the Corporation.”
 
(xiii)      Enter into Employment or Consulting Contracts over $100,000 per year.
 
2.        Except as expressly amended herein, the terms of Series B Certificate of Designation shall remain in full force and effect.
 
IN WITNESS WHEREOF, Signal Point Holdings Corp. has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 19th day of December, 2013.
 
SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 
 
 
 
- 2 -
 
EX-99.7 7 exhibit997.htm EXHIBIT997 exhibit997.htm
EXHIBIT 99.7
 

 
SIGNAL POINT HOLDINGS CORP.

AMENDMENT NO. 2
TO THE
CERTIFICATE OF DESIGNATIONS
of the
SERIES B PREFERRED STOCK

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Sole Director and the holders of more than two-thirds (66 2/3%)  of the outstanding shares of Common Stock of the Corporation and the holder of the Series B Preferred Stock on July 3rd, 2014:

RESOLVED, that the Certificate of Designation for the Series B Preferred Stock, previously filed with the Delaware Secretary of State on July 1, 2013 is hereby amended as described below.

1) A new Section 7 is hereby added as follows:

“Section 7. Authorization.

For the period commencing on the filing date of this Certificate of Designation through December 31, 2021 (the “Series B Authority Period”), the Corporation agrees that the Sole Director of the Corporation in conjunction with the approval of all of the Series B holders shall be authorized to take the following actions::
 
(i)             create or assume any debt, liability, obligation or commitment outside the ordinary course of business of the Corporation;
 
(ii)            create, assume or suffer to exist any mortgage, pledge or other encumbrance upon any of its properties or assets now owned or hereafter acquired by the Corporation;
 
(iii)           to borrow money, incur credit related obligations and/or indebtedness and issue evidences of indebtedness and other obligations, to guaranty indebtedness, liabilities and obligations of others, whether direct or indirect subsidiaries, affiliates, shareholders or others, and to secure any or all of the foregoing by one or more mortgages, pledges, security interests or other liens on, of or in the assets, rights and interests of the Corporation, and to enter into and perform, and to modify, amend, restate, refinance and restructure, credit, loan, guaranty, security, pledge and other agreements, notes and instruments;
 
 
 
 

 
- 1 -
 

 

 
 
(iv)           amend or change its Certificate of Incorporation or By-laws, including, but not limited to, this Certificate of Designation of the Series B Preferred Stock;
 
(v)           the offering or contemplation of any transaction pursuant to which the Corporation shall issue or sell to any Person any shares of any class of capital preferred stock or any other equity interests of the Corporation (including, but not limited to, any instrument that is convertible into common stock or preferred stock of the corporation);
 
(x)             issue any additional shares of Common Stock or other classes of capital stock of the Corporation; and
 
(xii)           appoint, elect or otherwise engage any officer, employee or consultant of the Corporation.”
 
2.          Except as expressly amended herein, the terms of Series B Certificate of Designation shall remain in full force and effect.

 
IN WITNESS WHEREOF, Signal Point Holdings Corp. has caused this Certificate of Designations to be signed by Robert DePalo, its Chief Executive Officer, this 3rd day of July, 2014.

 
SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 
 
 
 
 
 
 
- 2 -
 
 EX-99.8 8 exhibit998.htm EXHIBIT998 exhibit998.htm
EXHIBIT 99.8

 
SIGNAL POINT HOLDINGS CORP.

AMENDMENT NO. 3
TO THE
CERTIFICATE OF DESIGNATION
of thE
SERIES B PREFERRED STOCK

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

SIGNAL POINT HOLDINGS CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors and the holders Series B Preferred Stock of the Corporation on March 10, 2015:

RESOLVED, that the Certificate of Designation for the Series B Preferred Stock, previously filed with the Delaware Secretary of State on July 1, 2013 (as previously amended through the date hereof) is hereby amended as described below.

1) Section 5 is hereby deleted and replaced in its entirety by the following:

 
“Section 5.
Voting Rights and Authority of the Series B Holder

For the period commencing on the filing date of this Amendment No. 3 to the Certificate of Designation through December 31, 2021 (the “Series B Voting Period”), the Corporation agrees that the holder of the Series B Preferred Stock (the “Series B Holder”) shall have the following rights and privileges with respect to the voting and management of the Corporation:
 
5.1           Voting Generally. Each holder of outstanding Shares of Series B Preferred Stock shall be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation or by written action of stockholders in lieu of a meeting or otherwise), each Share of Series B Preferred Stock shall be entitled to a number of votes equal to the sixty percent (60%) of the issued and outstanding shares of Common Stock of the Corporation as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. the Series B Holder shall be entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the Corporation's by-laws.
 
5.2           Election of Directors. During the Series B Voting Period, in any election of directors to the Corporation, , the Series B Holder, voting as a separate class, shall be entitled to designate one (1) member (the “Series B Director”) of the Board of Directors of the Corporation (the “Board”).  The Series B Director shall have the voting power  of up to sixty percent (60%) of the votes eligible to be cast by the Board (whether at a meeting of the Board or by written action of the Board in lieu of a meeting or otherwise).   The Series B Director shall not be replaced at any time, except upon the express written consent of Robert DePalo, in his sole discretion.
 
 
 

 
- 1 -
 

 
 
 

 
5.3           Voting and Management Rights.  Notwithstanding anything to the contrary herein, during the Series B Voting Period, (i) the Series B Holder shall be entitled to authorize any of the following actions by the Corporation and (ii) the approval of the Series B Holder shall be required for the Corporation to take any of the following actions:
 
(a)     increase or decrease the number of authorized shares of any series of the Common Stock or any Preferred Stock or authorize the issuance of or issue any shares of Common Stock or Preferred Stock;
 
(b)     other than as contemplated by this Certificate of Designation, amend, alter, modify or repeal the Certificate of Incorporation, this Certificate of Designation or the by-laws of the Corporation, including the amendment of the Certificate of Incorporation by the adoption or amendment of any Certificate of Designation or similar document, or amend the organizational documents of any Subsidiary;
 
(c)     issue, or cause the Corporation or any subsidiary of the Corporation to issue, any indebtedness or debt security, other than trade accounts payable or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the Series B Holder, other than the incurrence of debt solely to fund the payment of dividends on the Series A Preferred Stock that are accrued and unpaid;
 
(d)     create, assume or suffer to exist any mortgage, pledge or other encumbrance upon any of its properties or assets now owned or hereafter acquired by the Corporation;
 
(e)     assume, guarantee, endorse or otherwise become liable upon the obligation of any person, firm or corporation (other than wholly-owned subsidiaries of the Corporation), except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
 
(f)     increase the authorized number of directors constituting the Board from the number which currently exists;
 
(g)     declare bankruptcy, dissolve, liquidate or wind up the affairs of the Corporation or subsidiary of the Corporation;
 
 
 
 

 
 
- 2 -
 

 
 

 
 
(h)     effect, or enter into any agreement to effect any transaction that results in (a) any sale, lease or transfer or series of sales, leases or transfers of all or substantially all of the assets of the Corporation and its subsidiaries; (b) any sale, transfer or issuance (or series of sales, transfers or issuances) of capital stock by the Corporation or the holders of Common Stock (or other voting stock of the Corporation) that results in the inability of the holders of Common Stock (or other voting stock of the Corporation) immediately prior to such sale, transfer or issuance to designate or elect a majority of the board of directors (or its equivalent) of the Corporation; or (c) any merger, consolidation, recapitalization or reorganization of the Corporation with or into another person or entity (whether or not the Corporation is the surviving corporation) that results in the inability of the holders of Common Stock (or other voting stock of the Corporation) immediately prior to such merger, consolidation, recapitalization or reorganization to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company;
 
(i)     replace and/or terminate the Corporation’s Chief Executive Officer, President and/or Chairman of the Board of Directors;
 
(j)     modify and/or change the nature of the Corporation's business such that a material portion of the Corporation's business is devoted to any different business;
 
(k)     acquire, or cause a subsidiary of the Corporation to acquire, in any transaction or series of related transactions, the stock or any material assets of another person or entity, or enter into any joint venture with any other person or entity, for aggregate consideration greater than $100,000 including the direct or indirect assumption of liabilities);
 
(l)     enter into, or become subject to, any agreement or instrument or other obligation which by its terms restricts the Corporation's ability to perform its obligations under this Certificate of Designation or restricts the rights of the Series B Holder hereunder;
 
(m)     amend, modify or adopt any Equity Incentive Plan of the Corporation;
 
(n)     retain any employee for compensation in excess of $75,000 per annum;
 
(o)     the offering or contemplation of any transaction pursuant to which the Corporation shall issue or sell to any person or entity shares of any class of Common Stock or Preferred Stock or any other equity interest of the Corporation (including, but not limited to, any instrument that is convertible into Common or Preferred Stock of the Corporation);
 
 
 
 

 
 
- 3 -
 

 
 

 
 
(p)           agree or commit to do any of the foregoing.
 
5.4           Special Rights.  In addition to the rights set forth above, the Series B Holder shall be entitled to the following during the Series B Voting Period:
 
(a)           The Board and senior management shall convene with the Series B Holder for a meeting at a time and place (including telephonically) on a weekly basis during the Voting Period.
 
(b)           The Series B Holder shall have exclusive control over Signal Point Holdings Corp. bank accounts as identified in the Corporation’s books and records and shall have access to all operating accounts of the Corporation and any of its subsidiaries.
 
(c)           The Corporation shall provide the Series B Holder weekly and monthly internally prepared profit and loss statements of the Corporation and any of its subsidiaries.
 
2.            Except as expressly amended herein, the terms of Series B Certificate of Designation shall remain in full force and effect.
 

IN WITNESS WHEREOF, Signal Point Holdings Corp. has caused this Certificate of Designation to be signed by Robert DePalo, its Chief Executive Officer, this 11th day of March 2015.

SIGNAL POINT HOLDINGS CORP.
 
 
 
By: /s/   Robert DePalo                                                              
Name:   Robert DePalo
Title:     Chief Executive Officer
 
 
 

  
 
 
 
 
 
 
 

 
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