UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material Pursuant to § 240.14a-12
 
    ROOMLINX, INC.  
(Name of Registrant As Specified In Its Charter)

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ROOMLINX, INC.
11101 W 120 th Avenue, Suite 200
Broomfield, CO 80021

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 7, 2014
 
To the Stockholders of Roomlinx, Inc.:
 
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Roomlinx, Inc., a Nevada corporation (the “Company”), will be held on April 7, 2014, at 10:30 am local time, at the offices of the Company, 11101 W 120 th Avenue, Broomfield, Colorado 80021. The Special Meeting is being held for the following purposes:
 
 
1.
To approve and adopt an amendment and restatement of the Company’s Articles of Incorporation (the “Restated Articles”) to (i) change the name of the Company to “SignalShare, Inc.” (the “Name Change”), (ii) effect a reverse stock split (pro-rata reduction of outstanding shares) of the Company’s Common Stock at a ratio in the range of 1-for-10 (the “Reverse Stock Split”) , which specific ratio will be determined by the Company prior to filing the Restated Articles to result in 600,000 shares of the Company’s outstanding common stock following the Reverse Stock Split, and (iii) cancel the existing preferred stock of the Company and designate and authorize Series A Preferred Stock and Series B Preferred Stock for exchange in connection with the Merger (as defined below) (the “Preferred Stock Designation”); and
 
 
2.
To approve and adopt the Agreement and Plan of Merger by and among the Company, Signal Point Holdings Corp. (“SP”) and Roomlinx Merger Corp. (“Merger Sub”), a wholly-owned subsidiary of the Company (including the exhibits and schedules attached thereto, the “Merger Agreement”), and the transactions contemplated thereby, including the merger of Merger Sub with and into SP (the “Merger”).
 
Stockholders also may transact any other business that properly comes before the Special Meeting. Only s tockholders of record as of the close of business on March 12, 2014 are entitled to notice of and to vote at the Special Meeting and any adjournment thereof.
 
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on April 7, 2014: The proxy materials enclosed with this Notice are also available at www.roomlinx.com/investor-relations.

Holders of a majority of our outstanding voting capital stock (the “Majority Stockholders”) have executed and delivered to the Company proxies voting in favor of Proposals 1 and 2. Accordingly, your vote or proxy is not requested or required to approve the Proposals . Nonetheless, this Notice and the attached Proxy Statement is being furnished to our stockholders in accordance with the requirements of Sections 14(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

All stockholders are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy card as promptly as possible in order to ensure your representation at the Special Meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. If your shares are held in an account at a brokerage firm, bank or other nominee, you may be able to vote on the Internet or by telephone by following the instructions provided with your voting form. Even if you have already voted your proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held in an account at a brokerage firm by a broker, bank or other nominee, and you wish to vote at the meeting, you must obtain a proxy card issued in your name from the record holder.
 
    Sincerely,  
       
 
 
/s/ Michael Wasik  
    Michael S. Wasik
    Chairman of the Board and Chief Executive Officer
 
Dated: March 27, 2014

 
 

 


ROOMLINX, INC.
11101 W. 120 th Ave., Suite 200
Broomfield, CO 80021
 
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 7, 2014
 
This Proxy Statement contains information about a Special Meeting of Stockholders of Roomlinx, Inc., a Nevada corporation (the “Special Meeting”), including any postponements or adjournments of the meeting. The Special Meeting will be held at the offices of the Company located at 11101 W 120 th Avenue, Broomfield, Colorado 80021 , on April 7, 2014, at 10:30 a.m. local time.
 
In this Proxy Statement, we refer to Roomlinx, Inc. as “Roomlinx,” “we,” “us,” “our” or the “Company.”
 
We are first sending by mail these proxy materials (consisting of this Proxy Statement, the attachments hereto and a form of proxy) to each stockholder entitled to vote at the Special Meeting and making them available o ver the internet at www.roomlinx.com/investor-relations   on or about March 27, 2014.

The Special Meeting is being held to approve the following proposals (the “Proposals”):

 
1.
An amendment and restatement of the Company’s Articles of Incorporation (the “Restated Articles”) to (i) change the name of the Company to “SignalShare, Inc.” (the “Name Change”), (ii) effect a reverse stock split (pro-rata reduction of outstanding shares) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio in the range of 1-for-10 (the “Reverse Stock Split”) , which specific ratio will be determined by the Company prior to filing the Restated Articles to result in 600,000 shares of the Company’s Common Stock issued and outstanding at the time of the Reverse Stock Split , and (iii) to cancel the existing preferred stock of the Company and designate and authorize Series A Preferred Stock and Series B Preferred Stock for exchange in connection with the Merger (as defined below) (the “Preferred Stock Designation,” and together with the Name Change and the Reverse Stock Split, the “Charter Amendments”); and

 
2.
The Agreement and Plan of Merger by and among the Company, Signal Point Holdings Corp. (“SP”) and Roomlinx Merger Corp. (“Merger Sub”), a wholly-owned subsidiary of the Company (including the exhibits and schedules attached thereto, the “Merger Agreement”), and the transactions contemplated thereby, including the merger of Merger Sub with and into SP (the “Merger”).

Holders of a majority of our outstanding voting capital stock (the “Majority Stockholders”) have executed and delivered to the Company proxies voting in favor of the foregoing Proposals. Accordingly, your vote or proxy is not requested or required to approve the Proposals . Nonetheless, this Proxy Statement and notice of the Special Meeting is being furnished to holders of record of the Company’s Common Stock at the close of business on the record date of March 12, 2014 in accordance with the requirements of Sections 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE AND ADOPT THE RESTATED ARTICLES AND “FOR” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

Please read this Proxy Statement carefully. It describes the Restated Articles and the Merger Agreement in detail.

With respect to each Proposal described in this Proxy Statement, the Board of Directors of the Company reserves the right, notwithstanding that the Majority Stockholders have approved each Proposal , to elect not to proceed with one or more actions if the Board of Directors, in its sole discretion, determines that it is no longer in the Company’s best interests and the best interests of its stockholders to consummate any one or more of the actions.
 
When you submit your proxy by executing and returning the enclosed proxy card, you will authorize the proxy holders, Michael S. Wasik, to vote as proxy all your shares of our Common Stock and otherwise to act on your behalf at the Special Meeting and any adjournment thereof, in accordance with the instructions set forth therein. This person also will have discretionary authority to vote your shares on any other business that properly comes before the meeting. He also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournment of the meeting.

 
 

 


SUMMARY OF THE MATERIAL TERMS OF THE MERGER
 
The Company has entered into the Merger Agreement with Merger Sub and SP, a provider of domestic and international telecommunications services . Below is a summary of the material terms of the Merger, which are described in more detail in the sections hereof entitled “ The Merger ” and “ The Merger Agreement ”:

Structure of the Merger

Upon consummation of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into SP, with SP surviving as a wholly owned subsidiary of the Company. See “ The Merger—Structure of the Merger .” As a result of the Merger, a change of control will occur with respect to the Company’s stock ownership and management upon consummation of the Merger.

Treatment of Securities

At the effective time of the Merger (the “Effective Time”), pursuant to the terms and subject to the conditions set forth in the Merger Agreement:

 
●
all shares of SP common stock issued and outstanding immediately prior to the Effective Time will be exchanged for an aggregate of 120,000,000 restricted shares of common stock of the Company, and the holders of SP common stock immediately prior to the Effective Time will, when taken together with shares of Company Common Stock (i) issuable at the Effective Time to The Robert DePalo Special Opportunity Fund, LLC upon conversion of approximately $3,200,000 of indebtedness at $1.20 per share of SP common stock (the “DePalo Debt Conversion”) and (ii) issuable pursuant to any equity offering consummated by any party to the Merger Agreement prior to the Effective Time, hold shares of Company common stock representing in the aggregate 86% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time;

 
●
the shares of SP’s Series A Preferred Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be exchanged for shares of Series A Preferred Stock and Series B Preferred Stock, as applicable, of the Company, having substantially identical terms to SP’s current Series A Preferred Stock and Series B Preferred Stock, except in connection with dividends payable with respect to the Series A Preferred Stock;

 
●
all options to purchase SP common stock and restricted stock awards issued and outstanding immediately prior to the Effective Time under the current SP Employee Incentive Plan will be exchanged for options and awards to purchase an identical number of shares of Company Common Stock on the same terms and conditions;

 
●
the shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time, after giving effect to the Reverse Stock Split, will remain outstanding and the holders thereof shall receive additional (but restricted) shares of Common Stock pursuant to the Merger Agreement. Accordingly, (i) the shares of Common Stock held by the Company’s stockholders, (ii) the shares of Company Common Stock issuable upon the exercise of the Company’s warrants outstanding immediately prior to the Effective Time (not including out-of-the-money warrants) and (iii) the shares of Company Common Stock to be issued to Cenfin, LLC in exchange for its agreement to restructure indebtedness owed to it by the Company pursuant to the Debt Restructuring Agreement (as defined herein; see the section of this Proxy Statement entitled “The Merger – Debt Restructuring Agreement ), will represent in the aggregate 14% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time;

 
●
holders of the existing preferred stock of the Company will receive their liquidation preference and accrued but unpaid dividends with respect to such shares, the Company’s preferred stock will be cancelled and there will be no existing shares of the Company’s preferred stock outstanding following the Merger, except as described above; and

 
●
all outstanding options to purchase Company capital stock issued under the Company’s Stock Option Plan will terminate in accordance with the terms thereof.

Cash Contribution

Also, at the closing of the Merger, SP will make a cash contribution to the Company in an amount equal to $1,000,000 (provided that the use of such contribution by the Company is subject to certain restrictions).

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Escrow Agreement

At the Effective Time, the Company and SP will deposit in escrow, with a mutually agreed upon escrow agent, a stock certificate representing shares of Cardinal Broadband owned by the Company (the “Cardinal Shares”), and a stock certificate representing shares of Signal Point Corp. owned by SP, which items will be held in escrow pending receipt by the parties of certain regulatory approvals relating to the Merger Agreement.

Restructuring

Simultaneously with the Merger, upon the terms and conditions set forth in the Merger Agreement, the Company will (i) effect the Restated Articles containing the Charter Amendments, (ii) assume certain obligations of SP, and (iii) transfer substantially all of its assets (excluding the Cardinal Shares) and liabilities into a newly-formed, wholly-owned subsidiary named SignalShare Hospitality, Inc. (hereinafter referred to as “Roomlinx Sub”).

Directors and Executive Officers

The officers and directors of the Company following the consummation of the Merger will be:
 
  Aaron Dobrinsky   Chief Executive Officer and Director
  Christopher Broderick   Chief Operating Officer and Director
                                                                                                        
Closing Conditions

Each party’s obligation to consummate the Merger is subject to customary conditions, including, but not limited to: (i) approval of the Merger Agreement and the Restated Articles by the holders of at least a majority of the voting power of the outstanding shares of the Company common stock and SP common stock entitled to vote thereon (each party’s “Requisite Stockholder Vote”); (ii) the absence of any legal impediments preventing or restraining the Merger; (iii) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers), and (iv) the other party’s compliance with its obligations under the Merger Agreement in all material respects.   Additionally, each party’s obligation to consummate the Merger is subject to certain other conditions, including, but not limited to, completion of the Reverse Stock Split, the execution and delivery of the Debt Restructuring Agreement, the DePalo Debt Conversion and certain employment, consulting and other specified agreements.

Representations and Warranties

The Company and SP have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also includes customary covenants of the parties, including covenants that the Company and SP will (i) conduct their respective businesses in the ordinary course of business consistent with past practice and refrain from taking certain specified actions prior to the consummation of the Merger, (ii) hold a special meeting of stockholders, or seek the written consent of stockholders, in order to obtain such party’s Requisite Stockholder Vote, (iii) prepare and file all documents necessary to obtain required governmental consents, and (iv) use reasonable best efforts to cause the Merger to be consummated.

Termination

The Merger Agreement contains certain termination rights for the Company and SP, including, among other things, if the Merger is not consummated on or prior to April 7, 2014, if a governmental entity issues a final, non-appealable order, decree or ruling or taken any other action restraining, enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement, or for breaches of representations, warranties or agreements that result in the failure of certain conditions to closing being satisfied.

ADDITIONAL INFORMATION

Costs Associated With Proxy Statement

We will bear the costs associated with this Proxy Statement , including expenses in connection with the preparation of this Proxy Statement. We are not making any solicitations, though stockholders of the Company are welcome to attend the Special Meeting and to vote or give proxies with respect to the Proposals presented at the Special Meeting.
 
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Stockholders Entitled to Vote

Pursuant to the bylaws of the Company, the Board of Directors has fixed the time and date for the determination of stockholders entitled to notice of and to vote at the meeting as the close of business on March 12, 2014. Accordingly, only stockholders of record at the close of business on such date will be entitled to vote at the meeting, notwithstanding any transfer of any stock on the books of the Company thereafter.

At the close of business on March 12, 2014, (i) the Company had outstanding 6,405,413 shares of Common Stock, each of which entitled the holder to one vote and which are entitled to vote at the Special Meeting. There were no issued shares held by the Company in its treasury.

Required Vote, Broker Non-Votes and Abstentions

The presence of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting, present in person or represented by proxy, is necessary to constitute a quorum. All matters to be presented at the Special Meeting will require the affirmative vote of a majority of the votes cast.

Proxies marked as abstaining (including proxies containing “broker non-votes”) on any matter to be acted upon by stockholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters. A “broker non-vote” occurs when a broker holds shares of Common Stock for a beneficial owner and does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If a quorum is present, abstentions will have no effect on the election of directors or on any of the other proposals to be voted upon.

If your shares are held for you in an account by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by following their instructions for voting. If you do not vote your shares that are held in “street name”, your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority to vote customers’ unvoted shares on some routine matters. If you do not give a proxy to your brokerage firm to vote your shares, your brokerage firm may either vote your shares on routine matters, or leave your shares unvoted. The actions described herein are considered non-routine matters. Your brokerage firm cannot vote your shares with respect to such actions unless they receive your voting instructions. We encourage you to provide voting instructions to your brokerage firm by giving your proxy. This ensures your shares will be voted at the Special Meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this proxy statement.
 
A proxy may be revoked by the stockholder at any time prior to its being voted. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivery to the Company, Attn: Chief Executive Officer, of a written notice of revocation or a duly executed proxy bearing a later date or by attending the Special Meeting and voting in person.

If a proxy is properly signed and is not revoked by the stockholder, the shares it represents will be voted at the Special Meeting in accordance with the instructions of the stockholder. If the proxy is signed and returned without specifying choices, the shares will be voted in favor of the Proposals and as recommended by the Board of Directors with regard to all other matters, or if no such recommendation is given, in the proxy holder’s own discretion.

Dissenters’ Rights
 
There is no Proposal to be voted upon at the Special Meeting for which Nevada law, our articles of incorporation or bylaws provide a right of a stockholder to dissent and obtain appraisal of or payment for such stockholder’s shares. Therefore, our stockholders do not have dissenters’ rights with respect to the Proposals to be voted upon by the stockholders as described in this Proxy Statement.
 
Interest of Certain Persons in Matters to Be Acted Upon

Michael S. Wasik, Chairman of the Board of Directors and our Chief Executive Officer, currently owns 291,100 outstanding shares of Common Stock and his vote of such shares will count with respect to each Proposal. Mr. Wasik will receive additional shares of Common Stock upon consummation of the Merger.

Jay Coppoletta, a member of our Board of Directors until July 31, 2013, owns 24,127 outstanding shares of our Common Stock and his vote of such shares will count with respect to each Proposal. Mr. Coppoletta is employed by an entity owned or controlled by Mr. Matthew Hulsizer and Ms. Jennifer Just. Mr. Hulsizer and Ms. Just jointly own 976,140 shares of our Common Stock. Certain trusts of which they may be deemed to be the beneficial owners own, in the aggregate, 84,882 shares of our Common Stock and they are custodians with respect to, in the aggregate, an additional 7,500 shares of our Common Stock. Cenfin LLC, an affiliate of Mr. Hulsizer and Ms. Just, owns 424,000 shares of our Common Stock. All such shares will count with respect to each Proposal. Pursuant to the Debt Restructuring Agreement to be entered into at the closing of the Merger pursuant to the Merger Agreement, Cenfin will receive a cash payment and additional shares of Common Stock equal to 5% of the Company’s Common Stock on a fully diluted basis after giving effect to the Merger ( see “Proposal 2 – The Merger – Debt Restructuring Agreement ”).
 
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PROPOSAL NO. 1: APPROVAL OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
Our Board approved, and we are proposing for the approval of the Company’s stockholders, the amendment and restatement of our Articles of Incorporation, in the form of the Restated Articles attached to this Proxy Statement as Appendix A , in order to effect the following pursuant to the Merger Agreement:

 
●
change the name of the Company to “SignalShare, Inc.”;

 
●
effect a reverse stock split (pro-rata reduction of outstanding shares) of the Company’s Common Stock at a ratio in the range of 1-for-10, which specific ratio will be determined by the Company prior to filing the Restated Articles to result in 600,000 shares of the Company’s Common Stock issued and outstanding at the time of the reverse split ; and

 
●
cancel the existing preferred stock of the Company and designate and authorize Series A Preferred Stock and Series B Preferred Stock for exchange in connection with the Merger.

The Restated Articles (including each of the Charter Amendments therein) will become effective upon the filing of the Restated Articles with the Secretary of State of the State of Nevada in connection with the closing of the Merger. The Merger is anticipated to be consummated on or about April 7, 2014.
 
The Restated Articles shall authorize for issuance by the Company 310,000,000 shares of capital stock, 300,000,000 of which shall be shares of Common Stock and 10,000,000 of which shall be shares of preferred stock, par value $0.01 per share.

Name Change Amendment
 
In connection with the Merger, the Company will change its name to “SignalShare, Inc.” Since, following the Merger, a majority of the Company’s common stock will be held by former stockholders of SP, and the Company’s business operations primarily will be the business of SP upon consummation of the Merger, the Company believes that the name “SignalShare, Inc.,” selected by SP, is an appropriate name for the business following the Merger.

Reverse Stock Split Amendment

As of the date of this Proxy Statement, the Company has approximately 6,400,000 shares of Common Stock issued and outstanding. The Merger Agreement contemplates that the existing Company stockholders and current holders of warrants to purchase Common Stock (not including out-of-the-money warrants as of the closing of the Merger) will hold nine 9% of the outstanding shares of the Company’s common stock immediately following the Effective Time . To achieve this ratio, the number of shares of Common Stock outstanding immediately prior to the Effective Time must be reduced to 600,000 shares so that, when taken together with the additional shares of Common Stock to be issued to such holders upon the Effective Time pursuant to the Merger Agreement, such holders will own nine 9% of the outstanding shares of the Company’s common stock immediately following the Effective Time .

The Reverse Stock Split involves a pro-rata reduction of the outstanding shares of the Company’s Common Stock at a ratio in the range of 1-for-10, which specific ratio will be determined by the Company prior to filing the Restated Articles to result in 600,000 shares of the Company’s Common Stock issued and outstanding. The par value of the Common Stock will not be adjusted in connection with the Reverse Stock Split. Each certificate that immediately prior to the Reverse Stock Split represented shares of Common Stock will thereafter represent that number of shares of Common Stock into which the shares of Common Stock have been combined.

The Reverse Stock Split will increase the market price of the Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding (e.g. approximately ten times the then current price). However, the market price of the Common Stock may not result in a permanent increase in the market price, which is dependent upon many factors, including the Company’s performance, prospects and other factors detailed from time to time in its reports filed with the Securities and Exchange Commission (“SEC”)

Upon the implementation of the Reverse Stock Split, the Company intends to treat shares held by stockholders through a bank, broker, custodian or other nominee (i.e., “street name”) in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effectuate the Reverse Stock Split for their beneficial holders holding the Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than for registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of the Common Stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
 
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Certain of the Company’s registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. Stockholders who hold shares of Common Stock electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split Common Stock.

Certain Federal Income Tax Consequences of Reverse Stock Split

The Reverse Stock Split should not result in any recognition of gain or loss. The holding period of the shares after the Reverse Stock Split will include the stockholder’s holding period for the corresponding shares prior to the Reverse Stock Split. This Proxy Statement does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident foreign individuals, broker-dealers and tax exempt entities. Each stockholder should consult their own tax adviser concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as any consequences arising under the laws of any other taxing authority, such as any state, local or foreign income tax consequences to which they may be subject.

Preferred Stock Designation Amendment

Pursuant to the Merger Agreement, at the Effective Time, each holder of outstanding shares of Series A Preferred Stock and Series B Preferred Stock of SP will exchange such shares for an identical number of shares of Series A Preferred Stock and Series B Preferred Stock of the Company with substantially identical rights and obligations under the Restated Articles. The Preferred Stock Designation in the Restated Articles will create and designate two series of preferred stock of the Company - Series A Preferred Stock and Series B Preferred Stock - with substantially identical rights and obligations to the current Series A Preferred Stock and Series B Preferred Stock of SP, to be exchange for current shares of SP preferred stock in connection with the Merger at the Effective Time.

The material terms of the Series A Preferred Stock and Series B Preferred Stock are as follows:

Series A Preferred Stock :

 
●
Authorized : 1,000 shares authorized for issuance.
 
●
Ranking on distributions : The Series A Preferred Stock is senior to common stock and other securities designated as junior to the Series A Preferred Stock; pari passu with securities designated as being on parity with the Series A Preferred Stock.
 
●
Dividends : Holders of Series A Preferred Stock are entitled to monthly dividends through December 31, 2021 in an aggregate amount equal to greater of $50,000 or 1% of the aggregate consolidated Gross Revenues (as defined below) of the Company, excluding up to $12,000,000 in revenues of the Company and Roomlinx Sub until Roomlinx Sub’s indebtedness to Cenfin is either paid in full, converted or otherwise cancelled. “Gross Revenues” of the Company is defined as (i) revenues in excess of $12,000,000 relating to the operations of Roomlinx Sub, as well as revenues derived from any contracts not transferred to Roomlinx Sub in connection with the Merger which contracts remain with the Company, but under no circumstances to exceed $12,000,000, and (ii) all revenues arising from the Company and any of its consolidated subsidiaries (except with respect to Roomlinx Sub and contracts existing with the Roomlinx Sub prior to April 7, 2014 which remain with the Company), joint ventures, partnerships, licensing arrangements, including, but not limited to, all realized and recorded revenue.
 
●
Conversion : Shares of Series A Preferred Stock shall not be convertible.
 
●
Liquidation Preference : $5,000 per share upon any liquidation, dissolution or winding up of the Company (including in connection with a change of control). On liquidation, the Series A Preferred Stock shall rank in preference senior to common stock and other securities designated as junior to the Series A Preferred Stock, and pari passu with securities designated as being on parity with the Series A Preferred Stock. After receipt of their full liquidation preference, holders of the Series A Preferred Stock will not be entitled to further participation in distributions.
 
●
Voting : The Series A Preferred Stock shall not have voting rights, except that amendments to the Restated Articles that adversely affect the Series A Preferred Stock shall require the consent of the Series A Preferred Stock.
 
●
Redemption/Cancellation : The Series A Preferred Stock shall not be redeemable. Following December 31, 2021, the Series A Preferred Stock shall be deemed cancelled and no longer outstanding.

Series B Preferred Stock :

 
●
Authorized : 10 shares authorized for issuance.
 
●
Ranking on distributions : The Series B Preferred Stock shall be junior to the Series A Preferred Stock; senior to common stock and other securities designated as junior to the Series B Preferred Stock; and pari passu with securities designated as being on parity with the Series B Preferred Stock.
 
●
Dividends : Holders of Series B Preferred Stock shall not be entitled to receive dividends.
 
●
Conversion : Shares of Series B Preferred Stock shall not be convertible.
 
●
Liquidation Preference : Upon any liquidation, dissolution or winding up of the Company (including a change of control), holders of Series B Preferred Stock shall not be entitled to receive any distributions.
 
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●
Redemption/Cancellation : The Series B Preferred Stock shall not be redeemable. Following December 31, 2021, the Series B Preferred Stock shall be deemed cancelled and no longer outstanding.
 
●
Voting/Veto Rights : Holders of Series B Preferred Stock shall have no voting rights other than the following veto rights. Until December 31, 2021, the affirmative vote of holders representing at least 75% of the outstanding shares of Series B Preferred Stock is required for the Company to take any of the following actions:
 
(i)
create or assume any debt, liability, obligation or commitment outside the ordinary course of business;
 
(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 Company;
 
(iii)
assume, guarantee, endorse or otherwise become liable upon the obligation of any person, firm or corporation (other than wholly-owned subsidiaries of the Company), except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
 
(iv)
amend or change the Restated Articles;
 
(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 Company any shares of any class of capital stock of the Company;
 
(viii)
offer or contemplate offering any transaction pursuant to which the Company shall issue or sell to any person any shares of any class of capital preferred stock or any other equity interests of the Company (including, but not limited to, any instrument that is convertible into common stock or preferred stock of the Company);
 
(ix)
obtain any line of credit of the Company or transactions related thereto;
 
(x)
issue any additional shares of common stock or other classes of capital stock of the Company; or
 
(xi)
appoint, elect or otherwise engage any officer or director of the Company.

The discussion in this Proxy Statement of the principal terms of the Restated Articles is subject to, and is qualified in its entirety by reference to, the Restated Articles. A copy of the Restated Articles is attached to this Proxy Statement as Appendix A.

Additional Information
 
To effect the Restated Articles, including the Charter Amendments therein, the Company will file the Restated Articles with the Secretary of State of the State of Nevada. Prior to filing the Restated Articles, the Company plans to notify the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the proposed name change, the Reverse Stock Split and the Merger, and to work with FINRA to obtain a new trading symbol for its common stock.

It is not mandatory for the Company’s stockholders to surrender their stock certificates as a result of the Charter Amendments. The Company’s transfer agent will adjust the record books of the Company to reflect the Name Change and the Reverse Stock Split. New stock certificates will not be mailed to stockholders; however, new certificates will be issued during the ordinary course of business.

Dissenters’ Rights
 
Neither Nevada law nor the Company’s articles of incorporation and bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with the Restated Articles and the Charter Amendments therein.

Vote Required and Board of Directors’ Recommendation

The approval and adoption of the Restated Articles, and the Charter Amendments therein, requires the affirmative vote of stockholders who hold a majority of the outstanding shares of our Common Stock entitled to vote in person or by proxy. No stock in the Company is entitled to vote as a separate class. On the date that this Proxy Statement is mailed to our stockholders, the Majority Stockholders shall execute and deliver to the Company proxies voting in favor of the approval and adoption of the Restated Articles. Accordingly, your vote or proxy is not required to approve this Proposal No. 1. Nonetheless, you may vote or submit your proxy with respect to this Proposal No. 1.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL NO. 1 TO APPROVE AND ADOPT THE RESTATED ARTICLES AND THE CHARTER AMENDMENTS THEREIN.
 
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PROPOSAL NO. 2: APPROVAL OF THE MERGER AGREEMENT
 
THE MERGER
 
The discussion in this Proxy Statement of the Merger and the principal terms of the Merger Agreement by and among the Company, SP and Merger Sub is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached to this Proxy Statement as Appendix B.
 
The Parties
 
The parties to the Merger Agreement are the Company, SP and Merger Sub. SP is a provider of domestic and international telecommunications services . The mailing address of each of the Company and Merger Sub is 11101 W. 120 th Ave., Suite 200, Broomfield, Colorado 80021, and the telephone number of each is (303) 544-1111. The mailing address of SP is 570 Lexington Avenue, 22 nd Floor, New York, NY 10022, and its telephone number is (212) 446-0006.

Treatment of Securities

At the Effective Time of the Merger, pursuant to the terms and subject to the conditions set forth in the Merger Agreement:

 
●
all shares of SP common stock issued and outstanding immediately prior to the Effective Time will be exchanged for an aggregate of 120,000,000 restricted shares of common stock of the Company, and the holders of SP common stock immediately prior to the Effective Time will, when taken together with shares of Company Common Stock (i) issuable at the Effective Time to The Robert DePalo Special Opportunity Fund, LLC in connection with the DePalo Debt Conversion and (ii) issuable pursuant to any equity offering consummated by any party to the Merger Agreement prior to the Effective Time, hold shares of Company common stock representing in the aggregate 86% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time;

 
●
the shares of SP’s Series A Preferred Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be exchanged for shares of Series A Preferred Stock and Series B Preferred Stock, as applicable, of the Company, having substantially identical terms to SP’s current Series A Preferred Stock and Series B Preferred Stock, except in connection with dividends payable with respect to the Series A Preferred Stock;

 
●
all options to purchase SP common stock and restricted stock awards issued and outstanding immediately prior to the Effective Time under the current SP Employee Incentive Plan will be exchanged for options and awards to purchase an identical number of shares of Company Common Stock on the same terms and conditions;

 
●
the shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time, after giving effect to the Reverse Stock Split, will remain outstanding and the holders thereof shall receive additional (but restricted) shares of Common Stock pursuant to the Merger Agreement. Accordingly, (i) the shares of Common Stock held by the Company’s stockholders, (ii) the shares of Company Common Stock issuable upon the exercise of the Company’s warrants outstanding immediately prior to the Effective Time (not including out-of-the-money warrants) and (iii) the shares of Company Common Stock to be issued to Cenfin, LLC in exchange for its agreement to restructure indebtedness owed to it by the Company pursuant to the Debt Restructuring Agreement ( see “Debt Restructuring Agreement ), will represent in the aggregate 14% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time;

 
●
holders of the existing preferred stock of the Company will receive their liquidation preference and accrued but unpaid dividends with respect to such shares, the Company’s preferred stock will be cancelled and there will be no existing shares of the Company’s preferred stock outstanding following the Merger, except as described above; and

 
●
all outstanding options to purchase Company capital stock issued under the Company’s Stock Option Plan will terminate in accordance with the terms thereof.

Cash Contribution

Also, at the closing of the Merger, SP will make a cash contribution to the Company in an amount equal to $1,000,000 (provided that the use of such contribution by the Company is subject to certain restrictions).
 
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Structure of the Merger

The Merger Agreement provides for the merger of Merger Sub with and into SP, with SP surviving the merger and becoming a wholly owned subsidiary of the Company. As a result of the Merger, a change of control will occur with respect to the Company’s stock ownership and management upon consummation of the Merger, and thereafter, the Company will operate under the name “SignalShare, Inc.”. See “Restructuring/Officers and Directors.”

Upon consummation of the Merger, holders of SP securities will receive an aggregate of 120,000,000 shares of our Common Stock (on a post-Reverse Stock Split basis). Accordingly, after giving effect to the Merger, (i) the current beneficial owners of our Common Stock will beneficially own an aggregate of 9% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time , (ii) Cenfin, LLC will beneficially own an aggregate of 5% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time , and (iii) holders of SP securities will beneficially own an aggregate of 86% of the outstanding shares of the Company’s Common Stock immediately following the Effective Time .

For United States federal income tax purposes, the Merger is intended by the parties to the Merger Agreement to constitute a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
 
Reasons for the Merger
 
The Board concluded that the Merger Agreement with SP and the transactions contemplated thereunder were advisable and in the best interests of the Company and its stockholders. In reaching such conclusion, the Board considered the following material factors: sustained losses by the Company, inability to obtain additional financing, vendor liabilities and going concern of the Company and its financial situation.

Restructuring/Officers and Directors

Simultaneously with the Merger, the Company will file the Restated Articles with the Nevada Secretary of State, causing the Restated Articles (and the Charter Amendments therein) to become effective. Immediately following the Merger, the Company will (i) assume certain obligations of SP, and (ii) transfer substantially all of its pre-Merger assets (excluding the Cardinal Shares, as described below under “ Escrow Agreement; Transitional Services Agreement, ” and contracts for which no consent to assignment has been obtained as of the Effective Time) and liabilities into Roomlinx Sub. The foregoing actions are referred to herein as the “Restructuring.” As a result of the Merger and the Restructuring, the Company (which will then be known as “SignalShare, Inc.”) will have two wholly-owned subsidiaries, SP and Roomlinx Sub.

In connection with the Merger, the officers and directors of the Company will resign effective as of the Effective Time, and the following individuals will be appointed to the following positions as the initial officers and directors of the Company as of immediately following the Effective Time, to serve until their respective successors are duly elected or appointed and qualified in accordance with the Restated Articles and the bylaws of the Company. The officers and directors of the Company following the consummation of the Merger will be as follows:

Aaron Dobrinsky                                       Chief Executive Officer and Director
Christopher Broderick                               Chief Operating Officer and Director

Escrow Agreement; Transitional Services Agreement

At the Effective Time, the Company and SP will deposit in escrow, with a mutually agreed upon escrow agent, a stock certificate representing shares of Cardinal Broadband owned by the Company (the “Cardinal Shares”), and a stock certificate representing shares of Signal Point Corp. owned by SP (the “Escrowed Certificates”). Pursuant to an escrow agreement to be entered into among the Company, SP and the escrow agent at the closing of the Merger, the Escrowed Certificates will be held in escrow pending receipt of appropriate approvals with respect to the transactions contemplated by the Merger Agreement by the Federal Communications Commission and the Colorado Public Utility Commission (the “Regulatory Approvals”).

Upon the receipt of the Regulatory Approvals by no later than ninety (90) days after the closing of the Merger (or such additional time as agreed upon by SP and the Company), the Escrowed Certificates will be released from escrow to the Company and SP.

If the Regulatory Approvals have not been received by the Company on or prior to the 90 th day after the closing of the Merger (or such mutually agreed-upon extension), then the Escrowed Certificates will be disbursed as follows: the certificate evidencing the Cardinal Shares will be delivered by the escrow agent to the pre-Merger management of the Company to be retired, and the certificate evidencing the capital stock of Signal Point Corp. will be delivered by the escrow agent to the pre-Merger management of SP to be retired, or in either case, otherwise disposed of.
 
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The parties to the Merger Agreement and their affiliates also will enter into a transitional services agreement at the closing of the Merger, pursuant to which the parties will agree to the conduct of their respective businesses, until the Regulatory Approvals are received, to ensure compliance with the communications licenses by which the Company’s and SP’s affiliates are bound.

Debt Restructuring Agreement

On June 5, 2009, the Company entered into a Revolving Credit, Security and Warrant Purchase Agreement (as amended, the “Credit Agreement”) with Cenfin, LLC, an entity principally owned by significant shareholders of the Company. The Credit Agreement permits us to borrow up to $25 million until June 5, 2017. Advances must be repaid at the earlier of 5 years from the date of borrowing or at the expiration of the Credit Agreement. The principal balance may be repaid at any time without penalty. Borrowings accrue interest, payable quarterly on the unpaid principal and interest at a rate equal to the Federal Funds Rate at July 15 of each year plus 5% (approximately 5.19% at September 30, 2013). The Credit Agreement is collateralized by substantially all of our assets, and requires the Company to maintain a total outstanding indebtedness to total assets ratio of less than 3 to 1. On May 3, 2013, the Company and Cenfin executed a fourth amendment to the Credit Agreement which provided Cenfin sole and absolute discretion related to funding any advance requested by the Company.

At or prior to the closing of the Merger, the Company and Roomlinx Sub will enter into a debt restructuring agreement with Cenfin (the “Debt Restructuring Agreement”). Pursuant to the Debt Restructuring Agreement, (i) Cenfin will consent to the Merger on the terms and conditions set forth in the Merger Agreement, subject to the satisfaction of certain conditions (including receipt of the consideration described in clause (ii) below and receipt of consents from specified parties to the Merger), and (ii) Cenfin will receive at the closing of the Merger, as a principal reduction, $750,000 in immediately available funds, and a number of unregistered shares of Common Stock of the Company equal to 5% of the Company’s Common Stock on a fully diluted basis after giving effect to the Merger, the Restructuring and the Debt Restructuring Agreement.

The Debt Restructuring Agreement will provide that any remaining debt to Cenfin will be secured solely by the assets of Roomlinx Sub (following the Restructuring) and the assets of the Company consisting solely of contracts for which no consent to assignment has been obtained prior to the Effective Time, and otherwise will not be secured by the Company or any other assets of the Company, including assets of any other subsidiaries of the Company.

Stockholders Agreement

Pursuant to the Merger Agreement, each officer and director of the Company, and each holder of at least 10% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis (after giving effect to the Merger, the Restructuring and the Debt Restructuring Agreement) will sign a stockholders agreement, pursuant to which the parties will agree to vote their respective shares of Common Stock to retain an agreed-upon composition of the Board, and certain restrictions to their transfer of shares of Common Stock (including customary tag-along and drag-along rights).

Dissenters’ Rights
 
Since the Company is not a party to the Merger between SP and Merger Sub, neither Nevada law nor the Company’s articles of incorporation and bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with the Merger Agreement and transactions contemplated thereby.

Tax Consequences of the Merger

For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to the Merger Agreement adopted it as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. The parties to the Merger Agreement will not take a position on any tax return or take any action inconsistent with such treatment unless otherwise required by a governmental entity or taxing authority. SP and the Company will not take any action that could reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section   368(a) of the Code, or fail to take any action the omission of which could reasonably be expected to cause the Merger to fail to so qualify.

Regulatory Matters
 
In addition to filing a certificate of merger with the Secretary of State of the State of Delaware necessary to effectuate the Merger, the assignment of certain licenses as contemplated by the Merger Agreement and the Transitional Services Agreement is subject to approval by the Federal Communications Commission and the Colorado Public Utility Commission.
 
10
 

 


Past Contacts, Transactions or Negotiations

Aaron Dobrinsky, current President of SP, was an executive member of the Board, from June 2004 through November 2006, where he also served as chief executive officer from June 2004 through November 2005. Accordingly, Mr. Dobrinsky was familiar with the Company’s business. Principals of the Company and SP were introduced in the summer of 2013. In the following months, the principals continued to have sporadic discussions about a possible transaction. Those discussions resulted in a binding letter of intent between the Company and SP in October 2013.

THE MERGER AGREEMENT
 
The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this Proxy Statement as Appendix B . Such summary is qualified by reference to the complete text of the Merger Agreement, which is incorporated herein by reference.

Representations and Warranties
 
Each of the Company and SP made certain customary representations and warranties to the other in the Merger Agreement, including representations and warranties regarding (i) organization and authorization, (ii) capitalization, (iii) absence of conflicts, (iv) consents and approvals of governmental authorities and third parties, (v) absence of certain changes, (vi) financial information and absence of undisclosed liabilities, (vii) compliance with laws and (viii) the requisite vote of their respective stockholders. SP also made representations and warranties about, among other things, compliance with communication laws, litigation, intellectual property, contracts, sufficiency of assets and broker’s and finder’s fees. The Company also made representations and warranties regarding the Company’s filings with the SEC.

Covenants

The Merger Agreement contains customary covenants for a transaction similar to the Merger, including covenants relating the conduct of the respective businesses of the Company and SP, access to information, schedule supplements, notice of certain events and soliciting required consents. In addition, the Merger Agreement contains the following covenants:

Charter Protections and Director and Officer Insurance . All rights to indemnification for acts or omissions occurring through the Effective Time in favor of the current and former directors and officers of the Company as provided in its current articles of incorporation and bylaws or in any indemnification agreements will survive the Merger and shall continue in full force and effect for a period of six years after the Effective Time. For a period of six years after the Effective Time, the Company will maintain in effect the current policies of directors’ and officers’ liability insurance it maintains (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts and events that occurred prior to the Effective Time.

Form 211 . The Company and SP will use their best efforts to cause a market maker to file a Form 211 with FINRA with updated information concerning SP and to reconfirm that the Company’s Common Stock is eligible with the Depository Trust Company (DTC).

Audited SP Financial Statements . SP will deliver to the Company audited balance sheets of SP as of December 31, 2012 and 2013 and audited statements of income and cash flows for the fiscal years ended December 31, 2012 and 2013, promptly following the closing of the Merger, but in any event sufficiently in advance of the due date seventy-one (71) days from four business days following the closing of the Merger when the initial filing of the Form 8-K is due.

Conditions to Closing

Each of the Company’s and SP’s obligation to consummate the Merger is subject to (i) each party obtaining its Requisite Stockholder Vote approving the Merger Agreement and the Restated Articles, (ii) the absence of any legal impediments preventing or restraining the Merger, (iii) the execution and delivery of the Debt Restructuring Agreement by the parties thereto, (iv) the DePalo Debt Conversion , (v) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers), (vi) the other party’s performance and satisfaction in all material respects of each of its covenants, agreements and obligations in the Merger Agreement required to be performed and satisfied at or prior to the closing of the Merger, (vii) the assumption of certain liabilities by Roomlinx Sub of third party creditors of the Company, and (viii) the other party’s receipt of certain specific consents (unless waived).
 
11
 

 


SP’s obligation to consummate the Merger is also subject to certain other conditions, including: (i) the resignation of all current directors, managers and officers of the Company, (ii) the Company and Roomlinx Sub having, as of the closing of the Merger, current cash, cash equivalents, inventory and receivables equal to or greater than current accounts payable (excluding for this calculation any legal fees and expenses incurred by the Company in connection with the Merger and the debt owed by the Company to Cenfin), and (iii) the Company having delivered to SP a letter of transmittal from its transfer agent providing for the exchange of SP shares of common stock for an equal number of shares of the Company’s at the Effective Time, as well as certificates dated as of the closing date representing the shares of Series A Preferred Stock and Series B Preferred Stock of the Company to be issued to the appropriate stockholders at the closing of the Merger.

Termination
 
The Merger Agreement may be terminated at any time by mutual agreement of the Company and SP. The Merger Agreement also may be terminated by either party if the Merger has not occurred by April 7, 2014, unless the failure of the Merger to occur by such date shall be due to the failure of the party seeking to terminate the Merger Agreement to perform or comply in all material respects with its covenants and agreements set forth in the Merger Agreement. In addition, the Merger Agreement may be terminated by either party upon breach by the other party of its covenants, agreements, representations or warranties set forth in the Merger Agreement resulting in the failure of certain closing conditions to be satisfied, unless such breach is capable of being cured and has been cured within 30 days of notice thereof. The Merger Agreement also may be terminated by either party if a governmental entity issues an order decree, ruling or other action restraining, enjoining or otherwise prohibiting the Merger, or if the Company’s fails to obtain its Requisite Stockholder Vote.

Indemnification

Subject to the limitations set forth in the Merger Agreement (including limitations as to time and amount), the Company will indemnify, defend and hold harmless SP and its affiliates and their respective members, managers, officers, directors, employees, successors and assigns against and in respect of any and all liabilities, damages, losses, claims, penalties, costs and expenses (including all fines, interest, reasonable legal fees and expenses and amounts paid in settlement but excluding lost profits, consequential, punitive, special or indirect damages) (collectively, “Losses”) that arise from or relate or are attributable to: (i) any misrepresentation in or breach of any representation or warranty of the Company contained in the Merger Agreement; (ii) any breach of any covenant or agreement on the part of the Company set forth in the Merger Agreement or in any other agreement executed in connection therewith to be performed at or prior to the closing of the Merger; (iii) any breach of any covenant or agreement on the part of the Company set forth in the Merger Agreement to be performed after the closing of the Merger; (iv) any liability to brokers retained by the Company in connection with the transactions contemplated by the Merger Agreement; (v) any taxes (x) relating to the operations of the Company prior to the closing of the Merger or (y) shown as due and payable on any final income tax return filed or required to be paid in connection with any audit or other examination by any taxing authority or judicial or administrative proceeding relating thereto; (vi) any claim by any holder of the Company’s Common Stock or derivative securities with respect to the capital stock of the Company or with respect to any indebtedness of the Company existing immediately prior to the closing of the Merger; or (vii) any claim by management employees of the Company with respect to compensation due to them prior to the closing date of the Merger.

Subject to the limitations set forth in the Merger Agreement (including limitations as to time and amount), SP will indemnify and hold harmless the Company and the Company’s stockholders and their respective members, managers, officers, directors, employees, successors and assigns against and in respect of any and all Losses that arise from or relate or are attributable to (i) any misrepresentation in or breach of any representation or warranty of SP contained in the Merger Agreement, (ii) any breach of any covenant or agreement on the part of SP set forth in the Merger Agreement or in any other agreement executed in connection therewith to be performed at or prior to the closing of the Merger, (iii) any breach of any covenant or agreement on the part of SP set forth in the Merger Agreement to be performed after the closing of the Merger or (iv) any liability to brokers retained by SP in connection with the transactions contemplated by the Merger Agreement.

Vote Required and Board of Directors’ Recommendation

On March 5, 2014, our Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The approval and adoption of the Merger Agreement and the transactions contemplated thereunder, including the Merger, requires the affirmative vote of stockholders who hold a majority of the outstanding shares of our Common Stock entitled to vote in person or by proxy. No stock in the Company is entitled to vote as a separate class. On the date that this Proxy Statement is mailed to our stockholders, the Majority Stockholders shall execute and deliver to the Company proxies voting in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder. Accordingly, your vote or proxy is not required to approve this Proposal No. 2. Nonetheless, you may vote or submit your proxy with respect to this Proposal No. 2.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL NO. 2 TO APPROVE AND ADOPT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER.
 
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FURTHER INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER

The Company disclosed the execution of the Merger Agreement and the material terms thereof in a Current Report on Form 8-K filed with the SEC on March 17, 2014.

In accordance with the instructions to Form 8-K, the Company will file an amendment to the above-referenced Form 8-K in a Current Report on Form 8-K/A (the “8-K Amendment”), not later than 71 calendar days after the date by which the above-referenced Form 8-K was required to be filed (i.e., four business days following the execution of the Merger Agreement), to disclose the financial statements of SP, pro forma financial information and other information required by Regulation 14A under the Exchange Act to be included in the 8-K Amendment. The Company will also disclose in the 8-K Amendment additional information regarding the parties to the Merger and the parties’ respective management and stockholders which is otherwise required to be disclosed in this Proxy Statement and is not so disclosed herein, including but not limited to, information regarding security ownership of certain beneficial owners and management, directors and executive officers (including compensation thereof), and management’s discussion and analysis of financial condition and results of operations.

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EXECUTIVE OFFICERS AND DIRECTORS

Post-Merger Executive Officers and Directors
 
The following table sets forth information regarding the Company’s executive officers and directors immediately after the Merger. Except with respect to the Merger Agreement, there is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director.
         
Name
 
Age
 
Position
Aaron Dobrinsky
 
47
 
Chief Executive Officer and Director
Christopher Broderick
 
52
 
Chief Operating Officer and Director

Aaron Dobrinsky will serve as the Chief Executive Officer and a director of the Company, effective as the Effective Date. Mr. Dobrinsky was elected President of SP on December 12, 2012. He   joined Wave2Wave as its Chief Executive Officer in September 2010. Since January 2006, Mr. Dobrinsky has served as president of Dobrinsky Management, Inc. (DMI), a management consulting and advisory firm providing strategic, operational and financial guidance to startup and mid-stage companies. Mr. Dobrinsky also served as interim-chief executive officer of KSR, an online national specialty supermarket from June 2009 through September 2010. Mr. Dobrinsky founded GoAmerica (now Purple Communications (NASDAQ: PRPL)) in 1996, and from 1996 to June 2008, he served as the chairman of its board of directors. He also served as president of GoAmerica until November 2000 and chief executive officer until January 2003. Mr. Dobrinsky served as chairman of the board of directors of Purple Communications from 2003 through 2009 and rejoined the board of directors in March 2010 as a director. He also serves as a strategic advisor to the board of directors of Purple Communications. Mr. Dobrinsky was an executive member of the board of directors of RoomLinX, Inc.(Nasdaq: RMLX), a provider of wireless broadband solutions to hotels and conference centers, from June 2004 through November 2006, where he also served as chief executive officer from June 2004 through November 2005. Mr. Dobrinsky has also served as a board advisor and board member for several private companies and non-profit organizations. Mr. Dobrinsky received his BA in Economics and Finance from Yeshiva University and he attended New York University School of Business where he studied Marketing and Finance.

Chris Broderick will serve as the Chief Operating Officer and a director of the Company, effective as the Effective Date. Mr. Broderick was appointed Chief Operating Officer of SP on October 17, 2012. Mr. Broderick has 30 years of experience in the telecommunications industry and is responsible for the worldwide network operations of wired and wireless topologies, for voice, data, internet products and services. He is also the operational leader for the development and build-out of SignalPoint’s continued network expansion.

Prior to joining SignalPoint Mr. Broderick served as Senior Director of Business Client Services for FairPoint Communications from 2008 to October 2011. Mr. Broderick was responsible for Retail Business segment, outside sales support, billing, and SMB sales and service across Northern New England.

Previously, Mr. Broderick served as Chief Operating Officer and Vice President of Operations at IntelliSpace & Wave2Wave from February 2000 to January 2008. Mr. Broderick was responsible for the design, implementation and day-to-day U.S. and U.K. operations of the company. Mr. Broderick spent the majority of his career at New York Telephone, NYNEX, and Bell Atlantic where he was highly successful in running all facets of the telephone company’s Field Operations, Central Offices, including voice/data switching, carrier, and outside plant facilities in New York City business districts. He also led sales and service “mega” call-center operations, supporting high-volume, complex business accounts. In addition to his technical background, Mr. Broderick has an extensive education, and implementation skills in quality process management, systems improvement and design. He has utilized his extensive background and success to build SignalPoint into one of the most reliable “Converged Networks” in the USA and abroad.

Executive Employment Arrangements

The employment arrangements between the Company and each of Messrs. Dobrinsky and Broderick have not been finalized as of the date of this Proxy Statement. The 8-K Amendment will include all required disclosures relating to such finalized employment arrangements.

Corporate Governance and Director Independence

It is currently expected that, immediately after the Merger, the Board will consist of two directors consisting of Messrs. Dobrinsky and Broderick. The Board currently has an Audit Committee and a Compensation Committee. The Company and SP have not yet finalized the size and composition of the Board or the committees thereof. Such information, as well as information regarding board leadership structure and role in risk oversight, will be included in the 8-K Amendment once finalized.
 
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Stockholder Communications
 
Stockholders may contact the Board or individual members of the Board by writing to them in care of the Secretary. The Secretary will forward all correspondence received to the Board or the applicable director from time to time. Any correspondence received by an individual member of the Board and addressed to the Board as a whole will be forwarded to the other members of the Board.

OTHER MATTERS

As of the date of this Proxy Statement, the Company knows of no other matter to be submitted at the meeting. No other business may be brought before the Special Meeting other than the matters set forth above and those matters which may arise in connection therewith. If any other matters properly come before the Special Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the proxy on such matters as recommended by the Board of Directors, or if no such recommendation is given, in their own discretion.

FUTURE PROPOSALS AND NOMINATIONS
 
The deadline has passed for submitting a proposal to be raised at the 2014 Annual Meeting of Stockholders. Stockholder proposals to be presented at the 2014 Annual Meeting and stockholder nominations for persons to be considered for candidates for director must be received by the Company on or before December 31, 2013 for inclusion in the proxy statement and proxy card relating to the 2014 Annual Meeting pursuant to SEC Rule 14a-8. Any such proposals should be sent via registered, certified or express mail to: Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021, Attn: Chief Executive Officer.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
 
The SEC has adopted rules that permit companies to deliver a single notice regarding the availability of proxy materials on the Internet or a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. Upon request, we will promptly deliver a separate notice or a separate copy of proxy materials to one or more stockholders at a shared address to which a single notice or a single copy of proxy materials was delivered. Stockholders may request a separate notice or a separate copy of proxy materials by calling us at (303) 541-1111 or by mailing a request to: Roomlinx, Inc., 11101 W 120th Ave, Suite 200, Broomfield, CO 80021, Attn: Chief Executive Officer. Stockholders at a shared address who receive multiple notices or multiple copies of proxy materials may request to receive a single notice or a single copy of proxy materials in the future in the same manner as described above.

OTHER INFORMATION
 
Incorporated by reference herein is a copy of our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012, filed on April 16, 2013.
 
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information with the SEC. This Proxy Statement, our Annual Report on Form 10-K and all other reports filed by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may receive information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding companies that, like us, file information electronically with the SEC. Such material may also be accessed electronically via the Internet, by accessing the Securities and Exchange Commission’s EDGAR website at http://www.sec.gov.
 
ROOMLINX, INC.
 
Dated March 27, 2014

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PROXY FOR ROOMLINX, INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 7, 2014 OR ANY ADJOURNMENT THEREOF

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ROOMLINX, INC. AND IS VALID ONLY WHEN SIGNED AND DATED.

The undersigned acknowledges receipt of the Proxy Statement and Notice, dated March 27, 2014, of the Special Meeting of Stockholders and hereby appoints Michael S. Wasik, with full power of substitution, the attorney, agent and proxy of the undersigned, to act for and in the name of the undersigned and to vote all the shares of Common Stock of the undersigned which the undersigned is entitled to vote at the Special Meeting of Stockholders of Roomlinx, Inc. (the “Company”) to be held April 7, 2014, and at any adjournment or adjournments thereof, for the following matters:

(1)
To approve and adopt the Amended and Restated Articles of Incorporation of the Company:
 
o  FOR
o  AGAINST
o  WITHHOLD AUTHORITY (ABSTAIN)
 
(2)
To approve and adopt the Agreement and Plan of Merger by and among the Company, Signal Point Holdings Corp. and Roomlinx Merger Corp., and the transactions contemplated thereby.

o  FOR
o  AGAINST
o  WITHHOLD AUTHORITY (ABSTAIN)
 
(3)
In his discretion, to transact business that properly comes before the meeting or any adjournment thereof:

o  FOR
o  AGAINST
o  WITHHOLD AUTHORITY (ABSTAIN)

Your shares will be voted in accordance with your instructions. If no choice is specified, shares will be voted FOR the approval and adoption of the Amended and Restated Articles of Incorporation of the Company, FOR the approval and adoption of the Agreement and Plan of Merger by and among the Company, Signal Point Holdings Corp. and Roomlinx Merger Corp., and the transactions contemplated thereby, and FOR the granting of discretion to the proxy holders to transact business that properly comes before the meeting or any adjournment thereof.
             
Individual:
 
 
 
 
Entity:
 
 
 
 
 
 
 
By:
 
 
or
 
By:
 
 
 
 
 
 
 
Name:
 
 
 
 
 
 
Title:
 
Date: ___________

Please sign, date and promptly return this proxy in the enclosed envelope. No postage is required if mailed in the United States. Please sign exactly as your name appears. If stock is registered in more than one name, each holder should sign. When signing as an attorney, administrator, guardian or trustee, please add your title as such. If executed by a corporation the proxy must be signed by a duly authorized officer, and his name and title should appear where indicated below his signature.

Name of Record Holder: ______________________________
Number of shares entitled to vote at the Special Meeting: ____________________________

 
 

 

 
APPENDIX A
 
AMENDED AND RESTATED ARTICLES OF INCORPORATION

 
 
 
EXHIBIT A
AMENDED AND RESTATED
ARTICLE OF INCORPORATION

OF

SIGNALSHARE, INC.

FIRST :                     The name of the corporation is hereby amended to SIGNALSHARE, INC., (the “Corporation”)

SECOND:              The Corporation’s registered agent shall be National Registered Agents, Inc. of NV at 1000 East William Street, Suite 204, Carson City, Nevada 89701.

THIRD:

3.1. Capital Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is THREE HUNDRED TEN MILLION (310,000,000) of which (i) TEN MILLION (10,000,000) shares shall be preferred stock (“Preferred Stock”) of the par value of $.01 per share and (ii) THREE HUNDRED MILLION (300,000,000) shares shall be shares of common stock (“Common Stock”) of the par value of $.001 per share. The Corporation’s outstanding shares of Common Stock as of the close of business on April ___, 2014 is hereby subdivided and converted into 600,000 outstanding shares of Common Stock in the aggregate.

3.2. Preferred Stock . Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by the board of directors of the Corporation. Each series shall be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular way, except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences, participating, optional and other rights of each such series and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Except as hereinafter provided, the board of directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions, adopted prior to the issuance of any shares of each particular series of Preferred Stock, the designation, powers, preferences and relative participating, and other rights and the qualifications, limitations and restrictions thereof, if any, of such series, including, without limiting the generality of the foregoing, the following:

(a) the distinctive designation of, and the number of shares of Preferred Stock which shall constitute, each series, which number may be increased (except as otherwise fixed by the board of directors) or decreased (but not below the number of shares thereof outstanding) from time to time by action of the Board of Directors;

 
 
 

 

 
(b) the rate and times at which, and the terms and conditions upon which, dividends, if any, on shares of the series shall be paid, the extent of preferences or relations, if any, of such dividends to the dividends payable on any other class or classes of stock of the Corporation or on any series of Preferred Stock and whether such dividends shall be cumulative or non-cumulative;

(c) the right, if any, of the holders of shares of the same series to convert the same into, or exchange the same for, shares of any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d) whether shares of the series shall be subject to redemption, and the redemption price or prices, including, without limitation, a redemption price or prices payable in shares of any class or classes of stock of the Corporation, cash or other property of the Corporation and the time or times at which, and the terms and conditions on which, shares of the series may be redeemed;

(e) the rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution, or winding up of the Corporation;

(f) the terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and

(g) the voting powers, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing, include (A) the right to more or less than one vote per share on any or all matters voted on by the stockholders of the Corporation, and (B) the right to vote as a series by itself or together with other series of Preferred Stock or together with all series of Preferred Stock as a class, on such matters, under such circumstances and on such conditions as the board of directors may fix, including, without limitation, the right, voting as a series by itself or together with other series of Preferred Stock or together with all series of Preferred Stock as a class, to elect one or more directors of the Corporation in the event there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine.
 
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3.3 Series Preferred Stock Series A . The Board of Directors of the Corporation hereby establishes a series of non-voting, non-convertible Series A Preferred Stock to consist of 1,000 shares, and fixed 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 as follows:
 
(a)            Designation and Amount

(i) The 1,000 shares of Preferred Stock shall be designated as Series A Preferred Stock specifically designated 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 unanimous consent of the Board of Directors 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.

(ii) The Series A Preferred Stock shall rank (A) senior to all of the Common Stock, par value $.001 per share (“Common Stock”); (B) senior to all debt other than the Robert DePalo Special Opportunity Fund, LLC (“Robert DePalo Fund”), Brookville Special Purpose Fund, LLC (“Brookville”) and Veritas High Yield Fund, LLC (“Veritas”), secured by all assets of the Corporation, excluding the Roomlinx Subsidiary (as defined in Section 3.3(b) below) and only Junior to the Robert DePalo Fund, Veritas and Brookville; (C) 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 (D) 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”).
 
3
 

 

 
(b)            Dividends

(i) Commencing on the effective date of this amendment (“Amendment”) monthly dividends payable on the shares of Series A Preferred shall be paid in an aggregate amount equal to the greater of (A) $50,000 per month; or (B) one percent (1%) of the aggregate Gross Revenues (defined below) of the Corporation excluding up to $12,000,000 of   Roomlinx, Inc., a Nevada corporation and wholly owned subsidiary of the Corporation (“Roomlinx Subsidiary”) until Roomlinx Subsidiary’s indebtedness to Cenfin is either paid in full, converted or otherwise cancelled. Any revenue above $12,000,000 and all other revenue will be used for calculation   (as defined below) per month of the Corporation as determined in accordance with U.S. generally accepted accounting principles, payable through the period ending December 31, 2021 (the “Dividend Period”). Gross Revenues of the Corporation shall mean (A) revenues in excess of $12,000,000 relating to the operations of the Roomlinx Subsidiary, as well as revenues derived from any contracts not transferred to the Roomlinx Subsidiary which contracts remain with the Corporation, but under no circumstances to exceed $12,000,000, and (B) all revenues arising from the Corporation and any of its consolidated subsidiaries (except with respect to the Roomlinx Subsidiary and contracts existing with the Roomlinx Subsidiary prior to April 7, 2014, which remain with the parent, as described above), joint ventures, partnerships, licensing arrangements, including, but not limited to, all realized and recorded revenue.

(ii) 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.

 
(c)
Conversion . The Series A Preferred Stock is not convertible into any shares of capital stock or other equity interests of the Corporation.

4
 

 

 
(d)            Liquidation Rights .

(i)           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.

(ii)           For purposes of this Section (d), 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 (b)(i) above.
 
5
 

 

 
(e)            Voting Rights.

(i)           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.

(ii)           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.

 
(f)
Redemption, Cancellation . The Series A Preferred Stock shall not be redeemable. If at any time prior to December 31, 2021, 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 (b). 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.
 
6
 

 

 
 
 
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.

3.4.           Series Preferred Stock Series B . The Board of Directors hereby establishes a series of non-convertible Series B Preferred Stock to consist of ten (10) shares, and fixed the powers, designation, preferences and relative, participating, optional and other rights of such class of Preferred Stock, and the qualifications, limitations and restrictions thereof as follows

(a)            Designation and Amount .

(i)           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.

(ii)           The Series B Preferred Stock shall rank (A) senior to all of the Common Stock, par value $.001 per share (“Common Stock”); (B) 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 (C) 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”).
 
7
 

 


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

(c)            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 3.4 (e) hereof.

(d)            Liquidation Rights .

(i)           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.

(ii)          For purposes of this Section 3.4(d), 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 3.4(e) hereof.
 
8
 

 

 
(e)            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 these Amended and Restated Articles of Incorporation;

(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

(xi)         appoint, elect or otherwise engage any officer or director of the Corporation.
 
9
 

 


(f)            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 (e) 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.

3.5.          Common Stock . Subject to the rights, privileges, preferences and priorities of any holders of Serial Preferred Stock, the Common Stock shall be entitled to dividends out of funds legally available therefor, when, as and if declared and paid to the holders of Common Stock, and upon liquidation, dissolution or winding up of the Corporation, to share ratably in the assets of the Corporation available for distribution to the holders of Common Stock. Except as otherwise provided herein or by law, the holders of the Common Stock shall have full voting rights and powers, and each share of Common Stock shall be entitled to one vote. All shares of Common Stock shall be identical with each other in every respect.

FOURTH :            The Board of Directors of the Corporation shall expressly have the power and authorization to make, alter, amend and repeal the By-Laws of the Corporation, subject to the reversed power of the stockholder to make, alter, amend and repeal any By-Laws adopted by the Board of Directors. Unless and except to the extent required by the By-Laws of the Corporation, elections of directors need not be by written ballot.
 
10
 

 

 
FIFTH:                   Each person who at any time is or shall have been a director or officer of the Corporation and is threatened to be or is made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is, or he or his testator or intestate was, a director, officer, employee, or agent of the Corporation, or served at the request of the Corporation as a director, officer, employee or agent of the Corporation, or served at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such threatened, pending or completed action, suit or proceeding, to the full extent authorized under Section 78.7502 of the Nevada Revised Statutes. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee or agent may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.

SIXTH:                  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Nevada may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under §78.347 of the Nevada Revised Statutes or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under §78.347 of the Nevada Revised Statutes order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

SEVENTH:            Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six (6) years after the close of business on the payment date shall be and be deemed to be extinguished and abandoned; such unclaimed dividends in the possession of the Corporation, its transfer agents, or other agents or depositories, shall at such time become the absolute property of the Corporation, free and clear of any and all claims for any person whatsoever.

EIGHTH:                Any and all directors of the Corporation shall not be liable to the Corporation or any stockholder thereof for monetary damages for breach of fiduciary duty as director except as otherwise required by law. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.

[INTENTIONALLY LEFT BLANK]
 
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THE UNDERSIGNED, for the purposes of forming the Corporation under the laws of the State of Nevada does hereby make and execute this Certificate and affirm and acknowledge, under the penalties of perjury, that this Certificate is my act and deed and that the facts herein stated are true, and I have accordingly set my hand hereto this __ day of April, 2014.
     
     
 
Name:
 
 
Title:
 
 

12
 

 

 


APPENDIX B
 
AGREEMENT AND PLAN OF MERGER
 
 
 

 

 

 

 
 
AGREEMENT AND PLAN OF MERGER

by and among

SIGNAL POINT HOLDINGS CORP

ROOMLINX, INC.

AND

ROOMLINX MERGER CORP.
 
Dated as of March 14, 2014
 

 
 

 

 
Table of Contents
 
         
Page
           
ARTICLE I DEFINITIONS  
1
           
ARTICLE II MERGER  
8
 
Section 2.1
 
Merger
 
8
 
Section 2.2
 
Closing
 
9
 
Section 2.3
 
Effective Time
 
9
 
Section 2.4
 
Articles of Incorporation; Bylaws; and Shareholders Agreement
 
9
 
Section 2.5
 
Directors and Officers
 
9
 
Section 2.6
 
SEC Filings
 
10
 
Section 2.7
 
Reverse Split
 
10
 
Section 2.8
 
Name Change
 
10
 
Section 2.9
 
Restated Roomlinx Articles of Incorporation
 
10
 
Section 2.10
 
Roomlinx Subsidiary
 
10
 
Section 2.11
 
[Intentionally Omitted]
 
10
 
Section 2.12
 
Tax Consequences
 
10
 
Section 2.13
 
Exchange of Preferred Stock
 
10
 
Section 2.14
 
SP Options
 
10
 
Section 2.15
 
Escrow Agreement
 
11
 
Section 2.16
 
Transitional Services Agreement
 
11
           
ARTICLE III TREATMENT OF SECURITIES  
11
 
Section 3.1
 
Treatment of SP Common Stock
 
11
 
Section 3.2
 
Treatment of Roomlinx Common Stock
 
11
 
Section 3.3
 
Treatment of Roomlinx Preferred Stock
 
11
 
Section 3.4
 
Treatment of Roomlinx Options and Warrants
 
12
 
Section 3.5
 
No Fractional Shares
 
12
 
Section 3.6
 
Lost, Stolen or Destroyed Stock Certificates
 
12
 
Section 3.7
 
Stock Transfer Books
 
12
           
ARTICLE IV CLOSING DELIVERABLES  
12
 
Section 4.1
 
Roomlinx
 
12
 
Section 4.2
 
SP
 
13
 
Section 4.3
 
Roomlinx & SP
 
14
           
ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO ROOMLINX   14
 
Section 5.1
 
Organization; Good Standing
 
14
 
Section 5.2
 
Authorization; Enforceability; Board Action
 
14
 
Section 5.3
 
Consents
 
15
 
Section 5.4
 
No Conflict
 
15
 
Section 5.5
 
Capitalization
 
15
 
Section 5.6
 
Required Vote of Roomlinx Stockholders
 
16
 
Section 5.7
 
SEC Reports; Financial Statements
 
16
 
Section 5.8
 
Absence of Undisclosed Liabilities
 
16
 
Section 5.9
 
Absence of Certain Changes
 
16
 
Section 5.10
 
Compliance with Laws
 
16
 
Section 5.11
 
Related Party Transactions
 
16
 
 
 

 

 
ARTICLE VI REPRESENTATIONS AND WARRANTIES RELATING TO SP  
17
 
Section 6.1
 
Organization
 
17
 
Section 6.2
 
Authorization; Enforceability; Board Action
 
17
 
Section 6.3
 
Consents
 
17
 
Section 6.4
 
No Conflict
 
18
 
Section 6.5
 
Capitalization
 
18
 
Section 6.6
 
Subsidiaries
 
18
 
Section 6.7
 
Financial Statements
 
18
 
Section 6.8
 
Absence of Undisclosed Material Liabilities
 
19
 
Section 6.9
 
Absence of Certain Changes
 
19
 
Section 6.10
 
Litigation
 
19
 
Section 6.11
 
Communications Laws
 
19
 
Section 6.12
 
Compliance with Laws
 
20
 
Section 6.13
 
Contracts
 
20
 
Section 6.14
 
Intellectual Property
 
21
 
Section 6.15
 
Employee Benefits
 
21
 
Section 6.16
 
Taxes
 
22
 
Section 6.17
 
Environmental Matters
 
24
 
Section 6.18
 
Real Property
 
24
 
Section 6.19
 
Labor Matters
 
24
 
Section 6.20
 
Insurance
 
25
 
Section 6.21
 
Sufficiency of Assets; No Encumbrances; Title
 
25
 
Section 6.22
 
Related Party Transactions
 
25
 
Section 6.23
 
Brokers
 
25
 
Section 6.24
 
Required Vote of SP Stockholders
 
25
           
ARTICLE VII COVENANTS  
26
 
Section 7.1
 
Conduct of Business
 
26
 
Section 7.2
 
Access to Information
 
27
 
Section 7.3
 
Requisite Roomlinx Stockholder Vote, Requisite SP Stockholder Vote; Proxy Statement and Other Filings
 
27
 
Section 7.4
 
Expenses
 
28
 
Section 7.5
 
Tax Returns
 
28
 
Section 7.6
 
Supplements to Disclosure Schedules
 
29
 
Section 7.7
 
Notice of Certain Events
 
29
 
Section 7.8
 
Indemnification of Roomlinx Officers and Directors
 
29
 
Section 7.9
 
Required Governmental Consents
 
30
 
Section 7.10
 
Employment Matters
 
30
 
Section 7.11
 
Reasonable Best Efforts; Further Assurances
 
31
 
Section 7.12
 
No Going Concern Qualification
 
31
 
Section 7.13
 
Form 211
 
31
 
Section 7.14
 
Form 8-K
 
31
 
Section 7.15
 
Audited SP Financial Statements
 
31
 
Section 7.16
 
Transitional Services Agreement
 
31
 
Section 7.17
 
Regulatory Approvals
 
31
 
Section 7.18
 
Roomlinx Sub Working Capital
 
31
           
 
  
   
ARTICLE VIII CONDITIONS TO CLOSING  
32
 
Section 8.1
 
Conditions to Each Party’s Obligation
 
32
 
Section 8.2
 
Conditions to Obligation of SP
 
32
 
ii
 

 

 
 
Section 8.3
 
Condition to Obligation of Roomlinx
 
33
           
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER  
34
 
Section 9.1
 
Termination
 
34
 
Section 9.2
 
Amendments and Waivers
 
35
           
ARTICLE X SURVIVAL AND INDEMNIFICATION  
36
 
Section 10.1
 
Survival
 
36
 
Section 10.2
 
Indemnification by Roomlinx
 
36
 
Section 10.3
 
Indemnification by the Surviving Entity
 
37
 
Section 10.4
 
Indemnification Procedures
 
38
 
Section 10.5
 
Exclusive Remedy
 
39
 
Section 10.6
 
Certain Rules
 
39
           
ARTICLE XI MISCELLANEOUS  
40
 
Section 11.1
 
Notices
 
40
 
Section 11.2
 
Severability
 
40
 
Section 11.3
 
Counterparts
 
41
 
Section 11.4
 
Entire Agreement; No Third Party Beneficiaries
 
41
 
Section 11.5
 
Governing Law
 
41
 
Section 11.6
 
Consent to Jurisdiction
 
41
 
Section 11.7
 
Waiver of Jury Trial
 
41
 
Section 11.8
 
Specific Performance
 
41
 
Section 11.9
 
Publicity
 
41
 
Section 11.10
 
Assignment
 
42
 
Section 11.11
 
Construction
 
42
 
Section 11.12
 
Time of Essence
 
42
 
Section 11.13
 
Extension; Waiver
 
42
 
Section 11.14
 
Election of Remedies
 
42
 
Section 11.15
 
Further Assurances
 
42
 
Section 11.16
 
Post-Effective Time Access
 
43
 
Section 11.17
 
Stockholder Representative
 
43
 
EXHIBITS:
 
   
Exhibit A
Amended and Restated Articles of Incorporation of SignalShare, Inc.
Exhibit B
Amended and Restated Bylaws of SignalShare, Inc.
Exhibit C
Post-Closing Capitalization
Exhibit D
Terms of Debt Restructuring Agreement
Exhibit E
Employment Agreement – Michael Wasik
Exhibit F
Employment Agreement – Robert Wagener
Exhibit G
Consulting Agreement – Robert DePalo
Exhibit H
Employment Agreement – Aaron Dobrinsky
Exhibit I
Employment Agreement – Chris Broderick
Exhibit J
Employment Agreement – Andrew Bressman
Exhibit K
Consulting Agreement – SAB Management LLC
Exhibit L
Amended Shareholders Agreement
Exhibit M
Transitional Services Agreement
Exhibit N
Escrow Agreement
Exhibit O
TIG Settlement Agreement
   
iii
 

 

SCHEDULES:
   
Schedule 5.3 Required Consents of Roomlinx (“RMLX”).
Schedule 6.3 Signal Point Holding Corp. (“SPHC”)  Required Consents.
Schedule 6.4 SPHC Conflicts
Schedule 6.5 SPHC securities rights.
Schedule 6.6 SPHC Subsidiaries.
Schedule 6.7 SPHC Unaudited Financial Statements.
Schedule 6.8 Undisclosed Liabilities of SPHC from the Audited Financial Statements.
Schedule 6.9 Transaction and changes of SPHC since December 31, 2012.
Schedule 6.10 SPHC Litigation.
Schedule 6.11(a) SPHC FCC Compliance disclosures.
Schedule 6.11(b) Description of SPHC FCC and State Public Utility commissions correspondence and orders.
Schedule 6.11(c) SPHC disclosure of claims with the FCC or a State Public Utility.
Schedule 6.12 SPHC Compliance disclosure.
Schedule 6.13 A  list of all material contracts of SPHC.
Schedule 6.14 Disclosure of SPHC IP claims.
Schedule 6.15(a) A list of all SPHC Employees.
Schedule 6.15(c) None
Schedule 6.15(d) Disclosure SPHC employment/labor claims.
Schedule 6.15(f) None
Schedule 6.15(g) None
Schedule 6.16 SPHC Tax filings exceptions.
Schedule 6.17 None
Schedule 6.18 A description of SPHC’s Real Property interests.
Schedule 6.18(b) None
Schedule 6.20 Copies of SPHC insurance policies.
Schedule 6.21 Disclosure of SPHC encumbrances.
Schedule 6.22 A description of SPHC related party transactions.
iv
 

 

AGREEMENT AND PLAN OF MERGER
 
This Agreement and Plan of Merger (this “ Agreement ”), dated as of March 14, 2014 , is by and among Signal Point Holdings Corp., a Delaware corporation (“ SP ”), Roomlinx, Inc., a Nevada corporation (“ Roomlinx ”), and Roomlinx Merger Corp., a Delaware corporation and wholly-owned subsidiary of Roomlinx (“ Merger Sub ”).
 
RECITALS
 
WHEREAS , this Agreement sets forth the terms and conditions upon which RMLX Merger Corp., a wholly-owned subsidiary of Roomlinx, shall be merged (the “ Merger ”) with and into SP, with SP and its subsidiaries surviving as a wholly-owned subsidiary of Roomlinx.  Following the Merger, upon the terms and conditions set forth in this Agreement: Roomlinx shall change its name to SignalShare, Inc. (hereinafter sometimes referred to as the “Company”); amend its Articles of Incorporation to substantially conform to the Certificate of Incorporation currently in effect for SP; assume certain obligations of SP, and transfer substantially all of its assets and liabilities (other than assets consisting of contracts for which no consent to assignment has been obtained) into a newly-formed, wholly-owned subsidiary named “SignalShare Hospitality, Inc.” (hereinafter referred to as “Roomlinx Sub”) (it being understood that the shares of Cardinal Broadband held by Roomlinx shall not be transferred to Roomlinx Sub, but will be deposited in escrow pursuant to Section 2.15).  As a result of the Merger, the shareholders of SP shall receive an aggregate of 86% of the common stock of SignalShare, Inc. (f/k/a Roomlinx, Inc.), in accordance with SP Fully Diluted Shares (as defined below);
 
WHEREAS , the boards of directors of SP and Roomlinx have each approved the Merger and each of them has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of such company and its debt holders and stockholders;
 
WHEREAS , the Roomlinx board of directors has resolved to recommend that the stockholders of Roomlinx (the “ Roomlinx Stockholders ”) adopt this Agreement, and the board of directors of SP has resolved to recommend that its stockholders (the “ SP Stockholders ”) adopt this Agreement; and
 
WHEREAS , it is intended that the Merger qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”).
 
AGREEMENT
 
NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the parties agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
As used in this Agreement, the following terms shall have the following meanings:
 
“ Action” shall mean any action, notice, claim, dispute, proceeding, suit, hearing, litigation, arbitration, mediation, audit or investigation (in each case, whether civil, criminal, administrative, judicial or investigative), or any appeal therefrom.
 
 
 

 

 
“ Affiliate” with respect to any Person, shall mean any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.
 
“ Agreement” shall have the meaning set forth in the preamble of this Agreement.
 
“ Applicable Law” shall mean, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, legal process (including any zoning or land use law or ordinance), building code, Environmental Law, securities, stock exchange, blue sky, civil rights, employment, labor or occupational health and safety law or regulation or other requirement of any Governmental Entity applicable to such Person or any of their respective properties or assets.
 
“ Business Day” shall mean any day other than a Saturday or Sunday, a legal holiday in the State of Colorado or any day banks in the State of Colorado are authorized or required to be closed.
 
“ Cenfin ” means Cenfin, LLC.
 
“ Certificate” shall have the meaning set forth in Section 3.6.
 
“ Certificate of Merger” shall have the meaning set forth in Section 2.3.
 
“ Closing ” shall have the meaning set forth in Section 2.2.
 
“ Closing Date ” shall have the meaning set forth in Section 2.2.
 
“ Code” shall have the meaning set forth in the recitals to this Agreement.
 
“ Communications Authorizations ” shall have the meaning set forth in Section 6.11(b).
 
“ Communications Laws ” shall have the meaning set forth in Section 6.11(a).
 
“ Confidentiality Agreement ” shall mean that certain Confidentiality Agreement dated October 4, 2012 between SP and Roomlinx, which is hereby incorporated herein by reference.
 
“ Consent” shall have the meaning set forth in Section 5.3.
 
“ Contract ” means any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.
 
The term “ control” (including its correlative meanings “ controlled by” and “ under common control with” ) shall mean (a) the possession, directly or indirectly, of the power to vote 10%   or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by Contract or otherwise, or (c) being a director, officer, executor, trustee or beneficiary (or their equivalents) of a Person or a Person that controls such Person.
 
“ Debt Restructuring Agreement ” means the debt restructuring agreement to be entered at or prior to Closing by and among Roomlinx, SP and Cenfin, the terms of which are attached hereto as Exhibit D .
 
2
 

 

 
“ Definitive Proxy Statement ” shall have the meaning set forth in Section 7.3(a).
 
“ DGCL ” shall mean the Delaware General Corporation Law.
 
“ Disclosure Schedules ” shall mean the disclosur7e schedules attached to this Agreement.
 
“ Effective Time ” shall have the meaning set forth in Section 2.3.
 
“ Encumbrances” shall mean any encumbrance, lien, pledge, hypothecation, charge, mortgage, security interest, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature.
 
“ Environmental Laws” shall mean all federal, state, local and foreign laws (including common law) and regulations relating to pollution or the environment, or to human health as affected by exposure to Hazardous Materials, including laws relating to Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials and all laws and regulations with regard to record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials, including: (a) the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“ CERCLA ”); (b) Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“ RCRA ”); (c) the National Environmental Policy Act, 42 U.S.C. 4321 et seq. (1969), as amended, (d) the Emergency Planning and Community Right to Know Act (42 U.S.C. §§11001 et seq.); (e) the Clean Air Act (42 U.S.C. §§ 7401 et seq.); (f) the Clean Water Act (33 U.S.C. §§1251 et seq.); (g) the Toxic Substances Control Act (15 U.S.C. §§2601 et seq.); (h) the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); (i) any state, county, municipal or local statutes, laws or ordinances similar or analogous to the federal statutes listed in parts (a)-(h) of this subparagraph; and (j) any rules, regulations, directives, orders or the like adopted pursuant to or implementing the statutes, laws, ordinances and amendments listed in parts (a)-(i) of this subparagraph.
 
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 
“ Exhibits ” shall mean the exhibits attached to this Agreement.
 
“ Existing Shares ” shall have the meaning set forth in Section 3.2.
 
“ FCC ” shall have the meaning set forth in Section 6.11(a).
 
“ Filing” shall have the meaning set forth in Section 5.3.
 
“ Fully Diluted Shares ” shall mean the outstanding Shares of the Company immediately following the Effective Time, which shall consist of the Roomlinx Fully Diluted Shares and the SP Fully Diluted Shares.
 
“ GAAP” shall mean United States generally accepted accounting principles in effect from time to time.
 
“ Governmental Entity” shall mean any U.S. or non-U.S. federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.
 
3
 

 

 
“ Hazardous Materials” shall mean all substances, chemicals, wastes, materials, pollutants, or contaminants defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, RCRA hazardous wastes, CERCLA hazardous substances, asbestos, toxic mold, polychlorinated biphenyls (PCBs), or defined as hazardous or toxic by, or regulated as such under, any applicable Environmental Law.
 
“ Indebtedness ” shall mean, with respect to any Person, any Liability (contingent or otherwise) and relating to: (a) indebtedness, including interest and any prepayment penalties, expenses, breakage costs or fees thereon created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and consistent with such Person’s customary trade practices; (c) indebtedness of another Person secured by a lien on the property of such Person; whether or not the respective indebtedness so secured has been assumed by such Person; (d) capital lease obligations of such Person; and (e) indebtedness of others guaranteed by such Person (including guarantees in the form of an agreement to repurchase or reimburse and intercompany debts and guarantees but excluding letters of credit and guarantees by a company of performance obligations of another).
 
“ Intellectual Property Rights” shall mean: (a) any and all United States and foreign patents, patent applications, continuations, continuations in part, and divisionals, reissues, extensions and reexaminations thereof, and inventions (whether or not patentable); (b) trade names, trade dress, logos, packaging design, slogans, work products, Internet domain names, registered and unregistered trademarks and service marks and applications for registration; (c) copyrights in both published and unpublished works, including all compilations, databases, computer programs (source code and object code versions), and work product, programs, manuals and other documentation and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the above; (d) any and all know-how, trade secrets, confidential or proprietary information, work product, research in progress, algorithms, data, designs, processes, formulae, methodologies, drawings, schematics, blueprints, flow charts, models, prototypes, techniques, research in progress, proprietary information, data, materials and technology; and (e) goodwill, franchises, licenses, permits, consents, approvals and claims of infringement against third parties in any of the foregoing rights.
 
“ IRS ” shall mean the United States Internal Revenue Service.
 
“ Liability ” shall mean any debt, liability, commitment or obligation of any kind, character or nature whatsoever, whether known or unknown, secured or unsecured, fixed, absolute, contingent or otherwise, and whether due or to become due.
 
“ Losses ” shall mean any and all Liabilities, damages, losses, claims, penalties, costs and expenses (including all fines, interest, reasonable legal fees and expenses and amounts paid in settlement but excluding lost profits, consequential, punitive, special or indirect damages).
 
4
 

 

 
“ Material Adverse Effect ” shall mean, with respect to any Person, any change, occurrence, event, circumstance or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on such Person’s business, assets, results of operations or condition (financial or otherwise), but excludes any effect: (a) resulting from general economic or business conditions (except to the extent such change, occurrence, circumstance or development has a disproportionate adverse effect on such Person); (b) resulting from any changes in any Applicable Law or in GAAP; (c) that is cured before the date of any termination of this Agreement; (d) resulting from the negotiation, announcement or performance of this Agreement or the transactions contemplated hereby, including by reason of the identity of or communication by SP or its Affiliates of its plans or intentions regarding operation of the business; (e) resulting from any act or omission of Roomlinx or SP with the prior written consent of the other party or in accordance with the terms of this Agreement; and (f) resulting from war or terrorism, whether or not directed at such Person.
 
“ Merger ” shall have the meaning set forth in the recitals to this Agreement.
 
“ Merger Consideration ” means the aggregate amount of equity issued pursuant to this Agreement or in exchange for all of the capital stock of SP.
 
“ Merger Sub ” shall have the meaning set forth in Section 2.1.
 
“ NRS ” shall mean the Nevada Revised Statutes, as amended, from time to time.
 
“ Permit ” shall have the meaning set forth in Section 5.4.
 
“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, association, organization, Governmental Entity or other entity.
 
“ Preliminary Proxy Statement ” shall have the meaning set forth in Section 7.3(a).
 
“ Proxy Statement ” shall have the meaning set forth in Section 7.3(a).
 
“ Qualified ” means, as to any representation, warranty, obligation, covenant or other agreement, as applicable, that such provision is subject to a “materiality”, “material”, “Material Adverse Effect”, “in all material respects”, or similar materiality qualification.
 
“ Regulatory Approvals ” shall mean any consents or approval required from the Federal Communications Commission (“FCC”) or the State Public Utility Commissions (“PUC”) with respect to the transactions contemplated hereunder.
 
“ Release ” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, or disposal into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property.
 
“ Representatives ” shall mean, with respect to any Person, its employees, officers, directors, managers, investment bankers, attorneys, accountants, agents, representatives or Affiliates.
 
“ Required Governmental Consents ” shall mean (a) the applicable requirements of the Exchange Act and the Nasdaq Stock Market, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) compliance with any applicable foreign or state securities or Blue Sky Laws, and (d) to the extent required, the Regulatory Approvals.
 
“ Requisite Roomlinx Stockholder Vote ” shall have the meaning set forth in 5.6.
 
“ Requisite SP Stockholder Vote ” shall have the meaning set forth in 6.24.
 
5
 

 

 
“ Restated By-laws” shall have the meaning set forth in Section 2.4.
 
“ Restated Articles of Incorporation ” shall have the meaning set forth in Section 2.4.
 
“ Return ” shall have the meaning set forth in Section 6.16(a)(i).
 
“ Reverse Stock Split ” shall have the meaning set forth in Section 2.7.
 
“ Rights ” shall mean, with respect to any Person, securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for, redeem or acquire, or any options, warrants, calls, puts or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such Person.
 
“ Roomlinx ” shall have the meaning set forth in the preamble of this Agreement.
 
“ Roomlinx Closing Certificate ” shall have the meaning set forth in Section 8.2(c).
 
“ Roomlinx Common Stock ” shall have the meaning set forth in Section 3.2.
 
“ Roomlinx Fully Diluted Shares” shall mean (a) the Existing Shares, plus (b) the Shares issuable upon the exercise of Roomlinx warrants outstanding immediately prior to the Effective Time (not including out-of-the-money warrants at the Effective Time) plus (c) the Shares to be issued to Cenfin or its designee pursuant to the Debt Restructuring Agreement. The Roomlinx Fully Diluted Shares will equal 14% of the Fully Diluted Shares at the Effective Time (5% of such Fully Diluted Shares will be held by Cenfin or its designee pursuant to clause (c)). At Closing, all outstanding options under the Roomlinx Stock Option Plan will terminate pursuant to the plan.
 
“ Roomlinx Preferred Stock ” shall have the meaning set forth in Section 5.5.
 
“ Roomlinx Stockholders ” shall have the meaning set forth in the recitals to this Agreement.
 
“ Roomlinx Sub ” shall have the meaning set forth in the recitals to this Agreement.
 
“ Roomlinx’s Knowledge ” shall mean the actual knowledge of Michael Wasik or Jason Andrew Baxter, after reasonable inquiry.
 
“ SEC ” shall mean the Securities and Exchange Commission.
 
“ SEC Reports ” shall have the meaning set forth in Section 5.7(a).
 
“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
“ Shares ” shall have the meaning set forth in Section 3.1.
 
“ SP ” shall have the meaning set forth in the preamble of this Agreement.
 
“ SP Closing Certificate ” shall have the meaning set forth in Section 8.3(c).
 
“ SP Common Stock” shall have the meaning set forth in Section 3.1.
 
6
 

 

 
“ SP Employee Benefit Programs ” shall have the meaning set forth in Section 6.15(a)(iv).
 
“ SP Employees ” shall have the meaning set forth in Section 6.15(a)(i).
 
“ SP Employment Agreements ” shall have the meaning set forth in Section 6.15(a)(ii).
 
“ SP Financial Statements ” shall have the meaning set forth in Section 6.7(a).
 
“ SP Fully Diluted Shares ” shall mean (a) the Shares issuable to SP Stockholders pursuant to Section 3.1, plus (b) the Shares issuable at the Effective Time to The Robert DePalo Special Opportunity Fund, LLC upon conversion of $3,200,000 of indebtedness as contemplated by Section 8.1(d) plus (c) the Shares issuable pursuant to any equity offering consummated by any party hereto prior to the Effective Time. The SP Fully Diluted Shares will equal 86% of the Fully Diluted Shares at the Effective Time excluding: (i) the possible conversion of 4,520,000 Shares from the conversion of an aggregate of $6,780,000 of non-voting Preferred Membership Units held in Brookville Special Purpose Fund, LLC and Veritas High Yield Fund, LLC; (ii) 3,694,444 shares (or $6,650,000) issuable, pursuant to a private placement memorandum dated January 15, 2014, as amended, at $1.80 per share; and (iii) all options and restricted stock awards issued and outstanding under the current SP Employee Incentive Plan, each of which is set forth on Schedule 6.5.  Further, both Series A Preferred Stock held by Allied International Fund and the Series B Preferred Stock held by Robert DePalo will survive and be assumed by the Company.
 
“ SP Intellectual Property ” shall have the meaning set forth in Section 6.14.
 
“ SP Material Contract ” shall have the meaning set forth in Section 6.13(a).
 
“ SP Plans ” shall have the meaning set forth in Section 6.15(a)(iii).
 
“ SP Preferred Stock ” shall have the meaning set forth in Section 2.13
 
“ SP Real Property ” shall have the meaning set forth in Section 6.18(a).
 
“ SP Stockholders ” shall have the meaning set forth in the recitals to this Agreement.
 
“ SP’s Knowledge ” shall mean the actual knowledge of Robert DePalo, after reasonable inquiry.
 
“ Special Meeting ” shall mean the meeting of the Roomlinx Stockholders to be held no later than April 7, 2014 to vote on the matters set forth in the Proxy Statement.
 
“ State PUCs ” shall have the meaning set forth in Section 6.11(a).
 
“ Statement of Accounts ” shall have the meaning set forth in Section 4.1(g).
 
“ Stockholder Representative ” shall have the meaning set forth in Section 11.17.
 
“ Subsidiary” and “ Subsidiaries ” shall mean, in respect of any Person, any corporation or other legal entity of which such Person (either alone or together with other Subsidiaries of such Person) owns, directly or indirectly, more than fifty percent (50%) of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than fifty percent (50%) of the stock or other equity interests of such entity).
 
7
 

 

 
“ Surviving Entity ” shall have the meaning set forth in Section 2.1.
 
“ Tax ” (and, with correlative meaning, “ Taxes ,” “ Taxable ” and “ Taxing ”) means any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, occupancy, rent, transaction, premium, property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other taxes, duties, charges, fees, levies or other assessments imposed or required to be withheld by any Governmental Entity , including any amounts required to be paid or delivered to any state as unclaimed or abandoned property, and any license, regulatory or other fees and charges required to be paid or deliver to the FCC, any State PUC or any fund established by the FCC or any State PUC (including the Universal Service Fund and any similar state universal service funds) pursuant to the Communications Laws, or any interest, penalties or additions thereto incurred under Applicable Law with respect to such items (whether assessed in connection with any audit or other examination by any Taxing Authority or judicial or administrative proceeding or otherwise) and including liability for the taxes of any other Person under Treas. Reg. 1.1502-6 (or similar provision of state, local or foreign law) as a transferee or successor, by Contract or otherwise.
 
“ Taxing Authority” shall have the meaning set forth in Section 6.16(a)(i).
 
“ TIG Settlement Agreement ” shall have the meaning set forth in Section 4.1(m).
 
“ Transfer Taxes” shall mean any and all transfer, documentary, sales, use, excise, stock, filing, permit, license, stamp, registration, value added, recording, escrow and other similar Taxes and fees.
 
“ Treasury Regulations” means the income Tax regulations promulgated by the IRS and Department of Treasury under the Code, as such regulations may be amended from time to time.
 
“ USAC ” shall have the meaning set forth in Section 6.11(c).
 
ARTICLE II
MERGER
 
Section 2.1      Merger .  Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, the Merger Sub shall be merged with and into SP, with SP and its subsidiaries surviving as a wholly-owned subsidiary of Roomlinx.  As a result of the Merger, the separate corporate existence of Merger Sub shall cease, SP shall continue as the surviving entity of the Merger (the “ Surviving Entity ”) and the Merger shall have the effects set forth in the applicable provisions of the DGCL.  Following the Merger, Roomlinx shall (a) change its name to “SignalShare, Inc.”, (b) amend its Articles of Incorporation as set forth on Exhibit A attached hereto, (c) assume certain obligations of SP and (d) transfer substantially all of its assets and liabilities (other than assets consisting of contracts for which no consent to assignment has been obtained) into Roomlinx Sub, a newly-formed, wholly-owned subsidiary of Roomlinx (it being understood that the shares of Cardinal Broadband held by Roomlinx shall not be transferred to Roomlinx Sub, but will be deposited in escrow pursuant to Section 2.15).  As a result of the Merger, the shareholders of SP shall receive an aggregate of 86% of the common stock of SignalShare Inc., in accordance with the definition of SP Fully Diluted Shares.
 
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Section 2.2      Closing .   The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m., Eastern time, on a date to be specified by SP and Roomlinx (the “ Closing Date ”), which shall be not less than two (2) Business Days and not more than five (5) Business Days after satisfaction or waiver of the conditions set forth in Article VIII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), at the offices of Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York NY 10158, unless another date, place or time is agreed to in writing by SP and Roomlinx.  At the Closing, the parties shall execute and deliver such documents and take the other actions contemplated by Articles IV and VIII.
 
Section 2.3       Effective Time .  Prior to the Closing, the parties shall prepare, and on the Closing Date shall cause the Merger to be consummated by the filing of certificates of merger (the “ Certificates of Merger ”) with the Secretary of State of the State of Delaware, in the form required by and executed in accordance with the relevant provisions of the DGCL, and in a form approved by SP and Roomlinx prior to such filing (the date and time of the filing of the Certificate of Merger or the time specified therein as the effective time of the Merger being the “ Effective Time ”), and the parties shall make or cause to be made all other recordings or filings required under the DGCL or any other Applicable Law as may be required to consummate the transactions contemplated by this Agreement.
 
Section 2.4       Articles of Incorporation ; Bylaws ; and Shareholders Agreement .  At the Effective Time, (a) the articles of incorporation of Roomlinx, amended and restated in the form attached hereto as Exhibit A , shall be the articles of incorporation of the Company (the “ Restated Articles of Incorporation ”) until thereafter changed or amended in accordance with the provisions thereof and the NRS; (b) the bylaws of Roomlinx, amended and restated in the form attached hereto as Exhibit B , shall be the bylaws of the Company (the “Restated By-laws”) until thereafter changed or amended in accordance with the provisions thereof and the NRS; and (c) the Shareholders Agreement of SP, restated as that of SignalShare, Inc. in the form attached hereto as Exhibit L , shall be the Shareholders Agreement of the Company (the “ Shareholders Agreement ”).  The Restated Articles of Incorporation shall conform to the Certificate of Incorporation currently in effect for SP (except that the dividend payable for Series A Preferred Stock shall exclude revenues of up to $12 million per annum for both Roomlinx Sub and revenues of the Company attributable to contracts that have not been assigned to Roomlinx Sub because the applicable consents have not been obtained), and reflect the new name of the Company as “SignalShare, Inc.”  The Restated By-laws shall conform to the By-laws currently in effect for SP and shall provide for the maximum indemnification permitted under applicable Law for all prior Roomlinx directors and officers and SP directors and officers following the Effective Time.
 
Section 2.5       Directors and Officers .  The officers of Roomlinx immediately prior to the Effective Time will resign and the following individuals will be appointed to the following positions as the initial officers and directors of the Company as of immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with the Restated Certificate of Incorporation and the Restated By-laws of SignalShare, Inc.:
 
Aaron Dobrinsky                                     Chief Executive Officer and Director
Christopher Broderick                             Chief Operating Officer and Director
 
The initial officers of SignalShare shall also be the initial officers of Roomlinx Sub (and Michael Wasik and Robert Wagener also shall be the initial officers of Roomlinx Sub as appointed by the Board of SignalShare) as of immediately following the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with the articles of incorporation and bylaws of Roomlinx Sub.
 
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Section 2.6      SEC Filings . Roomlinx shall file Form 8-K and Preliminary Proxy Statement as described in Section 7.3(a) with the SEC.  SP shall reasonably cooperate with Roomlinx, as applicable, in connection with the preparation of such filings.
 
Section 2.7      Reverse Split .  Immediately prior to the Effective Time, Roomlinx shall effect a reverse split of the Roomlinx Common Stock to result in 600,000 shares of Roomlinx Common Stock issued and outstanding immediately before the Effective Time (the “Reverse Stock Split”).
 
Section 2.8      Name Change .  Immediately prior to the Effective Time, Roomlinx shall change its Name and Trading Symbol to one chosen by SP.
 
Section 2.9      Restated Roomlinx Articles of Incorporation .   Upon the Effective Time following Roomlinx Stockholder approval and Board of Directors approval Roomlinx shall: (i) amend and restate its Articles of Incorporation to change its name to SignalShare, Inc.; (ii) create serial preferred stock with identical Series A and Series B designations to that existing for SP at the time of the Merger; and (iii) assume any and all obligations which SP has at the time of the Merger, including, but not limited to, those under its outstanding Preferred Stock, employment and consulting agreements and outstanding securities.
 
Section 2.10      Roomlinx Subsidiary .  Simultaneously with the Merger, Roomlinx shall transfer all of its business operations and substantially all of its assets and liabilities (other than assets consisting of contracts for which no consent to assignment has been obtained) to Roomlinx Sub including, but not limited to, any obligations under the TIG Settlement Agreement (it being understood that the shares of Cardinal Broadband held by Roomlinx shall not be transferred to Roomlinx Sub, but will be deposited in escrow pursuant to Section 2.15).
 
Section 2.11     [Intentionally Omitted]
 
Section 2.12      Tax Consequences .   For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code.  The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.  The parties hereto shall not take a position on any Tax return or take any action inconsistent with this Section unless otherwise required by a Governmental Entity or Taxing Authority.  SP and Roomlinx shall not take any action that could reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section   368(a) of the Code, or fail to take any action the omission of which could reasonably be expected to cause the Merger to fail to so qualify.
 
Section 2.13      Exchange of Preferred Stock .  As of the Effective Time, each holder of SP Preferred Stock shall exchange and deliver to Roomlinx all issued and outstanding shares of SP Preferred Stock with irrevocable stock powers and Roomlinx shall deliver to the SP Preferred Stockholders an identical number of shares of SignalShare, Inc. Preferred Stock with identical rights and obligations under the Restated Articles of Incorporation.  The Preferred Stock is to be issued to the former SP Preferred Stockholders in accordance with the terms hereof and the Restated Articles of Incorporation shall be issued in full satisfaction of all rights pertaining to the SP Preferred Stock.
 
Section 2.14      SP Options .  Following the Effective Time, all options to purchase SP Common Stock that are outstanding immediately prior to the Effective Time, each of which is set forth on Schedule 6.5, shall be exchanged for an identical number of options to purchase shares of SignalShare, Inc. Common Stock on the same terms and conditions. Such options and shares are included in the SP Fully Diluted Shares.
 
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Section 2.15      Escrow Agreement .  Upon the Effective Time, the parties to this Agreement hereby agree to deliver to a mutually agreed escrow agent pursuant to an Escrow Agreement, the form of which is attached hereto as Exhibit N , this executed Agreement, stock certificates for Cardinal Broadband and Signal Point Corp., together with all agreements, documents and materials scheduled to the Escrow Agreement until such time as all consents and approvals are obtained from the Regulatory Authorities.
 
Section 2.16      Transitional Services Agreement .  Upon the Effective Time, the parties to this Agreement hereby agree to enter into a Transitional Services Agreement, the form of which is attached hereto as Exhibit M , for SP to manage and operate the business of Cardinal Broadband and Signal Point Corp. until all Regulatory Approvals are obtained.
 
ARTICLE III
 
TREATMENT OF SECURITIES
 
Section 3.1      Treatment of SP Common Stock .  Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the holder thereof, all shares of common stock, par value $.001 per share, of SP (the “SP Common Stock”), issued and outstanding immediately prior to the Effective Time, shall be converted into an aggregate of 120,000,000 shares of common stock, par value $.001 per share, of the Company (the “Shares”).  At the Effective Time all shares of SP Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such shares shall cease to have any rights with respect thereto, except the right to receive the Shares as provided herein.  Accordingly, as of immediately following the Effective Time, the holders of SP Common Stock immediately prior to the Effective Time shall hold (when taken together with the other SP Fully Diluted Shares (as defined)) Shares representing in the aggregate eighty-six percent (86%) of the Fully Diluted Shares.  Stock certificates representing Shares shall be issued by the Company at the Effective Time.
 
Section 3.2       Treatment of Roomlinx Common Stock .  Each share of common stock, par value $.001 per share, of Roomlinx (the “Roomlinx Common Stock”) issued and outstanding, immediately prior to the Effective Time, but after giving effect to the Reverse Stock Split (the “Existing Shares”), shall remain outstanding and, by virtue of the Merger and without any action on the party of the holder thereof, shall represent one Share following the Effective Time.  The holders of Roomlinx Common Stock and Cenfin (pursuant to the Debt Restructuring Agreement, the terms of which are attached hereto as Exhibit D ) shall receive an aggregate amount of additional Shares as set forth on Exhibit C Post-Closing Capitalization.  Accordingly, immediately following the Effective Time, Cenfin will own 5%, and the holders of Roomlinx Common Stock immediately prior to the Effective Time shall hold in the aggregate nine percent (9%), of the Fully Diluted Shares.  The capitalization of the Company following the Merger is reflected on Exhibit C attached here to.  The Debt Restructuring Agreement will provide that any remaining debt to Cenfin shall be secured solely by the assets of Roomlinx Sub and the assets of SignalShare consisting of contracts for which no consent to assignment has been obtained and otherwise will not be secured by SignalShare or any other subsidiaries of SignalShare.
 
Section 3.3      Treatment of Roomlinx Preferred Stock .  As of the Effective Time, there shall be no shares of Roomlinx Preferred Stock outstanding.  Following the Effective Time, the Restated Articles of Incorporation for the Company, attached hereto as Exhibit A shall provide for the identical Serial Preferred Stock, Series A and Series B Preferred Stock currently authorized by SP.
 
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Section 3.4     Treatment of Roomlinx Options and Warrants .  All options issued under the Roomlinx Stock Option Plan to purchase Roomlinx securities that are outstanding immediately prior to the Effective Time shall terminate as of the Effective Time.  Warrants, as set forth on Schedule 3.4 to purchase Roomlinx securities that are outstanding immediately prior to the Effective Time shall, at the Effective Time by virtue of the Merger and without any further action on the part of the holder thereof, continue to be exercisable for the same number of Shares at the same exercise price (subject to adjustment of the exercise price and the number of Shares as a result of the contemplated Reverse Stock Split).
 
Section 3.5     No Fractional Shares .  No certificates representing fractional Shares or book-entry credit of the same shall be issued.  Each holder of SP Common Stock or Roomlinx Common Stock who receives any portion of the Shares who would otherwise have been entitled to receive a fraction of a Share shall have such fractional interest rounded up to the nearest whole number.
 
Section 3.6     Lost, Stolen or Destroyed Stock Certificates .  In the event any certificate representing shares of SP Common Stock or Roomlinx Common Stock (“ Certificates ”) shall have been lost, stolen or destroyed, upon the making of an affidavit setting forth that fact by the Person claiming such lost, stolen or destroyed Certificate(s) and granting indemnity against any Losses from any claim that may be made against the Company or the issuer thereof with respect to such Certificate(s), and such lost instrument bond or other security for the indemnity as the issuer thereof shall reasonably request, the Company shall deliver a stock certificate representing Shares in an amount equal to the number of Shares to which such holder is entitled with respect to the shares evidenced by such lost, stolen or destroyed Certificate(s).

Section 3.7     Stock Transfer Books .  Five (5) Business Days prior to the Closing Date, the stock transfer books of Roomlinx with respect to all shares of capital stock of Roomlinx shall be closed and no further registration of transfers of such shares of capital stock shall thereafter be made on the records of Roomlinx.

ARTICLE IV

CLOSING DELIVERABLES

Section 4.1      Roomlinx .  At the Closing, Roomlinx shall deliver to SP the following documents:

(a)     the Roomlinx Closing Certificate;
 
(b)      the written resignations referred to in Section 8.2(e);
 
(c)      a certificate of good standing of Roomlinx, dated as of a recent date, from the Secretary of State of the State of Nevada;
 
(d)      a certificate of the Secretary of Roomlinx containing a true and correct copy of the resolutions duly adopted by the board of directors of Roomlinx, approving or authorizing this Agreement and the transactions contemplated hereby on the part of Roomlinx, which shall also certify that such resolutions have not been rescinded, revoked or modified and remain in full force and effect;
 
(e)      a certificate of the Secretary of Roomlinx setting forth the incumbency of each Person executing this Agreement or any document required by this Agreement on behalf of Roomlinx;
 
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(f)      a copy of the By-laws of Roomlinx, as amended, certified as of the Closing Date by a duly authorized officer of Roomlinx;
 
(g)     a statement (the “ Statement of Accounts ”), certified by the Chief Financial Officer of Roomlinx, setting forth Roomlinx’s current cash, cash equivalents, inventory, receivables, and current accounts payable as of the Closing Date.
 
(h)    a copy of the Shareholders Agreement signed by each officer, director of Roomlinx, and 10% or greater shareholder of SignalShare;
 
(i)     the executed Debt Restructuring Agreement containing the terms set forth in Exhibit D attached hereto;
 
(j)      executed employment agreements dated the Closing Date between the Roomlinx Sub. and each of Michael Wasik and Robert Wagener, substantially in the forms attached hereto as Exhibits E and F , respectively;
 
(k)     all books, records, general ledgers, general journals, stock transfer ledgers, minutes of stockholder and director meetings, corporate seals and original Contracts and lease agreements; and
 
(l)      stock certificate(s) and separate stock powers representing all of the issued and outstanding capital stock of Cardinal Broadband to be delivered to the Escrow Agreement, pursuant to the terms and conditions of the Escrow Agreement, the form of which is attached hereto as Exhibit N .
 
(m)    a fully executed Settlement and Mutual General Release Agreement, by and among PC Specialists, Inc. (d/b/a Technology Integration Group), and the Roomlinx Sub (the “TIG Settlement Agreement”), substantially in the form attached hereto as Exhibit O .
 
Section 4.2       SP .  At the Closing, SP shall deliver to Roomlinx the following documents:

(a)      the SP Closing Certificate;
 
(b)     a certificate of good standing of SP, dated as of a recent date, from the Secretary of State of the State of Delaware;
 
(c)      a certificate of the Secretary of SP containing a true and correct copy of the resolutions duly adopted by the board of directors of SP, approving or authorizing this Agreement and the transactions contemplated hereby on the part of SP, which shall also certify that such resolutions have not been rescinded, revoked or modified and remain in full force and effect;
 
(d)      a certificate of the Secretary of SP setting forth the incumbency of each Person executing this Agreement or any document required by this Agreement on behalf of SP;
 
(e)     executed consulting and/or employment agreements between SignalShare Inc. and Robert DePalo, Aaron Dobrinsky, Chris Broderick and Andrew Bressman substantially in the forms attached hereto as Exhibits G,H, I and J , respectively;
 
(f)        executed consulting agreement between SignalShare Inc. and SAB Management LLC in the form attached hereto as Exhibit K ; and
 
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(g)     stock certificate(s) and separate stock powers representing all of the issued and outstanding capital stock of Signal Point Corp. to be delivered to the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement, the form of which is attached hereto as Exhibit N .
 
Section 4.3       Roomlinx & SP. At the Closing, Roomlinx and SP shall execute and deliver the following documents:
 
(a)     this Agreement and Plan of Merger;
 
(b)    the Transitional Services Agreement; and
 
(c)     the Escrow Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES RELATING TO ROOMLINX

Except as disclosed in (a) the SEC Reports filed by Roomlinx prior to the date hereof or (b) the sections of the Disclosure Schedules that specifically relates to such Section, or is reasonably apparent on its face that relates to a Section or a portion of a Section, of Article V below, Roomlinx hereby represents and warrants to SP as follows:

Section 5.1      Organization; Good Standing .  Roomlinx (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted; and (b) is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification or good standing necessary, except where the failure to be so qualification could not reasonably be expected to have a Material Adverse Effect with respect to Roomlinx.  The copies of organizational documents of Roomlinx, each as amended to date and made available to SP’s counsel prior to the date of this Agreement, are true, correct and complete.

Section 5.2      Authorization; Enforceability; Board Action .
 
(a)     Roomlinx has the corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite Roomlinx Stockholder Vote, to consummate and perform its obligations hereunder.  The execution and delivery of this Agreement, the performance by Roomlinx of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by Roomlinx’s board of directors and no other corporate proceedings on the part of Roomlinx are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than with respect to completion of the Merger, the adoption of this Agreement by the Requisite Roomlinx Stockholder Vote prior to the consummation of the Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
 
(b)    This Agreement has been duly executed and delivered by Roomlinx and, assuming the due authorization, execution and delivery of this Agreement by SP, constitutes a legal, valid and binding obligation of Roomlinx, enforceable against Roomlinx in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
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(c)     Roomlinx’s board of directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of, the stockholders of Roomlinx, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) directed that this Agreement be submitted to the Roomlinx Stockholders for their consideration and approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Requisite Roomlinx Stockholder Vote at a Special Meeting.
 
Section 5.3     Consents .  Except as set forth in Schedule 5.3, except for the Required Governmental Consents and except for any such Consent or Filing (as such terms are defined below) the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect with respect to Roomlinx, no consent, approval, license, permit, order or authorization (each, a “Consent”) of, or registration, declaration, notice or filing (each, a “ Filing ”) with any Governmental Entity or other Person is required for or in connection with the execution and delivery of this Agreement by Roomlinx and the consummation by Roomlinx of the transactions contemplated hereby .   Schedule 5.3(b) shall list any and all Required Governmental Consents required for Roomlinx to perform its obligations under this Agreement and transaction.
 
Section 5.4     No Conflict .  The execution, delivery and performance of this Agreement by Roomlinx does not, and the consummation by Roomlinx of the transactions contemplated hereby will not: (a) conflict with or violate any provision of the organizational documents of Roomlinx, (b) assuming all Consents and Filings included in the exceptions to Section 5.3 have been obtained and are effective, conflict with or violate in any material respect any Applicable Law or permit, license or authorization issued by any Governmental Entity necessary for the conduct of its business (each, a “ Permit ”), (c) violate, or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, bond, indenture, mortgage, lease or other agreement or instrument to which Roomlinx is a party or by which Roomlinx or any of its properties or assets may be bound, or (d) result in the imposition or creation of any Encumbrances on any of the property or assets held or leased by Roomlinx; except, in case of clauses (b) and (c), as have not had and would not reasonably be expected to have a Material Adverse Effect with respect to Roomlinx.
 
Section 5.5      Capitalization   .  The authorized equity interests of Roomlinx consists of (a) 200,000,000 shares of Roomlinx Common Stock, of which 6,405,413 shares are issued and outstanding , which shall be reverse split prior to the Effective Time so that there are then 600,000 shares issued and outstanding, and (b) 5,000,000 shares of Preferred Stock, par value, $0.20 per share of Roomlinx (“ Roomlinx Preferred Stock ”), of which 720,000 shares have been designated as Class A Preferred Stock and 720,000 shares are issued and outstanding, all of which shall be cancelled as of the Closing Date.  All of the issued and outstanding shares of Roomlinx capital stock (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) have not been issued in violation of the preemptive or other rights of any Person, and (iii) have been issued in compliance with applicable federal, state and foreign securities laws.  Except as set forth in the SEC Reports (defined below), a s of the date of this Agreement , there are no outstanding (x) Rights with respect to Roomlinx, (y) voting trusts, stockholder agreements, proxies or other agreements or understandings with respect to the voting, transfer or registration of any of the capital stock of Roomlinx, (z) obligations, commitments or arrangements, contingent or otherwise, of Roomlinx to purchase, redeem or otherwise acquire any securities of Roomlinx other than pursuant to any benefit plan or upon the termination of employment of an employee and other than such as could not reasonably be expected to have a Material Adverse Effect with respect to Roomlinx.
 
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Section 5.6     Required Vote of Roomlinx Stockholders .  The only vote of the holders of outstanding securities of Roomlinx required by the certificate of incorporation or bylaws of Roomlinx, by Law or otherwise to complete the Merger is the affirmative vote of the holders of not less than a majority of the voting power of the outstanding Roomlinx Common Stock.  The vote required by the previous sentence is referred to together as the “ Requisite Roomlinx Stockholder Vote .”
 
Section 5.7      SEC Reports; Financial Statements .

(a)     Since December 31, 2011 through the date of this Agreement, Roomlinx has timely filed or furnished (when taking into account timely extension filings) all forms, reports, statements, certifications and other documents required to be filed or furnished by it with or to the SEC (collectively, “ SEC Reports ”), all of which have complied, as to form, as of their respective filing dates, or if amended, as of the date of the last such amendment, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder.  None of the SEC Reports, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)     The audited and unaudited consolidated financial statements (including the related notes thereto) of Roomlinx included in the SEC Reports filed since December 31, 2011 through the date of this Agreement, as amended or supplemented prior to the date of this Agreement, have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis for the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of Roomlinx as of their respective dates, and the related consolidated income, stockholders’ equity and consolidated cash flows for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and other adjustments described therein, including the notes thereto).
 
Section 5.8      Absence of Undisclosed Material Liabilities .  Roomlinx has no material Liabilities of any nature required to be recorded or reflected on a balance sheet under GAAP that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Roomlinx, other than such Liabilities (i) as and to the extent reflected or reserved against on the most recent consolidated balance sheet of Roomlinx or in the notes thereto included in, or otherwise disclosed in, the SEC Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business consistent with past practice since the date of such balance sheet or (iii) with respect to or arising from transactions contemplated hereby.

Section 5.9     Absence of Certain Changes .  Since December 31, 2012, Roomlinx has conducted its business only in the ordinary course of business consistent with past practice and, except for actions taken in connection with the transactions contemplated by this Agreement: (a) there has not been a Material Adverse Effect with respect to Roomlinx; and (b) Roomlinx has not taken or had occur any of the actions or events described in Section 7.1.

Section 5.10     Compliance with Laws .   Roomlinx is in compliance in all material respects with all Applicable Laws and the terms of the Permits relating to Roomlinx’s business.

Section 5.11      Related Party Transactions .  Except (a) for this Agreement and the exhibits attached hereto, (b) the Merger and (c) as otherwise disclosed in the SEC Reports, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions, between Roomlinx and Roomlinx’s Affiliates that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.
 
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ARTICLE VI
 
REPRESENTATIONS AND WARRANTIES RELATING TO SP
 
Except as disclosed in the sections of the Disclosure Schedules that specifically relates to such Section, or is reasonably apparent on its face that relates to a Section or a portion of a Section, of Article VI below, SP hereby represents and warrants to Roomlinx as follows:
 
Section 6.1       Organization .   SP (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted; and (b) is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification or good standing necessary, except where the failure to be so qualification could not reasonably be expected to have a Material Adverse Effect with respect to SP.  The copies of organizational documents of SP, each as amended to date and made available to Roomlinx’s counsel prior to the date of this Agreement, are true, correct and complete.
 
Section 6.2      Authorization; Enforceability; Board Action .
 
(a)     SP has the corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite SP Stockholder Vote, to consummate and perform its obligations hereunder.  The execution and delivery of this Agreement, the performance by SP of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by SP’s board of directors and no other corporate proceedings on the part of SP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than with respect to completion of the Merger, the adoption of this Agreement by the Requisite SP Stockholder Vote prior to the consummation of the Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.
 
(b)     This Agreement has been duly executed and delivered by SP and, assuming the due authorization, execution and delivery of this Agreement by SP, constitutes a legal, valid and binding obligation of SP, enforceable against SP in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 
(c)     SP’s board of directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of, the stockholders of SP, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) directed that this Agreement be submitted to the SP Stockholders for their consideration and resolved to recommend the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the SP Stockholders.
 
Section 6.3      Consents .  Except as set forth in Schedule 6.3 and except for the Required Governmental Consents, no Consent of, or Filing with, any Governmental Entity or other Person is required for or in connection with the execution and delivery of this Agreement by SP and the consummation by SP of the transactions contemplated hereby.
 
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Section 6.4        No Conflict .   Except as set forth in Schedule 6.4 , the execution, delivery and performance of this Agreement by SP does not, and the consummation by SP of the transactions contemplated hereby will not: (a) conflict with or violate any provision of the organizational documents of SP, (b) assuming all Consents and Filings included in the exceptions to Section 6.3 have been obtained and are effective, conflict with or violate in any material respect any Applicable Law or permit, license or authorization issued by any Governmental Entity necessary for the conduct of SP’s business, (c) violate, or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, bond, indenture, mortgage, lease or other agreement or instrument to which SP is a party or by which SP or any of its properties or assets may be bound, or (d) result in the imposition or creation of any Encumbrances on any of the property or assets held or leased by SP; except, in case of clause (c), as have not had and would not reasonably be expected to have a Material Adverse Effect with respect to SP.
 
Section 6.5     Capitalization .  As of the date hereof, the authorized equity interests of SP consists of (a) 150,000,000 shares of SP Common Stock, of which 106,156,213 shares were issued and outstanding as of January 15, 2014, and (b) 10,000,000 shares of SP Preferred Stock, of which 1,000 shares designated as “Series A Preferred Stock” are issued and outstanding and 10 shares designated as “Series B Preferred Stock” are issued and outstanding.  All of the issued and outstanding shares of SP capital stock (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) have not been issued in violation of the preemptive or other rights of any Person, and (iii) have been issued in compliance with applicable federal, state and foreign securities laws.   Schedule 6.5 sets forth, as of the date of this Agreement, all outstanding (x) Rights with respect to SP, (y) voting trusts, stockholder agreements, proxies or other agreements or understandings with respect to the voting, transfer or registration of any of the capital stock of SP, and (z) obligations, commitments or arrangements, contingent or otherwise, of SP to purchase, redeem or otherwise acquire any securities of SP other than pursuant to any benefit plan or upon the termination of employment of an employee.
 
Section 6.6      Subsidiaries .  Except as set forth in Schedule 6.6 , as of the date hereof, and subject to the Regulatory Approvals, SP has no Subsidiaries and does not have any investment or hold any interest in any Person.

Section 6.7       Financial Statements .

(a)       Schedule 6.7 contains true, correct and complete copies of the following financial statements (collectively, the “ SP Financial Statements ”) : unaudited balance sheets of SP as of the fiscal years ended December 31, 2012 and December 31, 2013 and unaudited statements of income and cash flows for the fiscal years then ended, copies of which are attached hereto.

(b)     The SP Financial Statements are consistent in all material respects with the books and records of SP and fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of SP as of the dates thereof and its results of operations and cash flows for the periods then ended.  Except as set forth in Schedule 6.7(b) , SP has not entered into any transaction involving the factoring of receivables, synthetic leases, off balance sheet research and development arrangements or the use of special purpose entities for any off balance sheet activity.  SP’s revenue recognition policies and the application of those policies comply with applicable standards under GAAP applied on a consistent basis.
 
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Section 6.8          Absence of Undisclosed Material Liabilities .  Except as set forth in Schedule 6.8 and except for Liabilities (a) incurred in the ordinary course of business subsequent to the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; (b) reflected, accrued or reserved against on the face of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; (c) arising under Contracts (other than accrued Liabilities arising thereunder and other than arising as a result of a default or breach thereof) since the date of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; or (d) of a type that would not be required to be reflected in the financial statements of SP as of the date of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013, SP has no material Liability.  The reserves reflected in the SP Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent manner.

Section 6.9          Absence of Certain Changes .  Since December 31, 2012, SP has conducted its business only in the ordinary course of business consistent with past practice and, except for actions taken in connection with the transactions contemplated by this Agreement and as set forth in Schedule 6.9 : (a) there has not been a Material Adverse Effect with respect to SP; and (b) SP has not taken or had occur any of the actions or events described in Section 7.1.

Section 6.10         Litigation .  Except as set forth on Schedule 6.10 , there is no material litigation, claim, action, suit, proceeding, arbitration, mediation or investigation of a Governmental Entity pending or, to SP’s Knowledge, threatened against or relating to SP or any properties or assets of SP.

Section 6.11          Communications Laws .

(a)          Except as disclosed on Schedule 6.11(a) , since   December 31, 2012, the operation of SP and its business complies and has complied in all material respects with the Communications Act of 1934, as amended, the rules, orders, regulations and other applicable requirements of the Federal Communications Commission (“ FCC ”), and the applicable state statutes governing the communications industry, the rules, orders, regulations and other applicable requirements of any state public service commission, public utilities commission or similar state agency responsible for regulating the communications industry within a particular state and with jurisdiction over any of the services offered by SP (“ State PUCs ”) (collectively, the “ Communications Laws ”).   SP is in compliance with the Communications Assistance for Law Enforcement Act of 1994 and all rules and regulations promulgated thereunder.
 
(b)          Schedule 6.11(b) lists all of the material communications licenses, certificates, permits, approvals, orders, consents, permissions and other authorizations used or necessary to operate SP’s business, including all licenses or authorizations issued by the FCC and all certificates of public convenience and necessity or similar instruments issued by any State PUC (“ Communications Authorizations ”).  Each Communications Authorization is in full force and effect and has not been revoked, reversed, stayed, set aside, annulled or suspended and is not subject to any conditions or requirements that are not generally imposed by the FCC or applicable State PUC upon holders of such Communications Authorizations.  The Communications Authorizations are the only material licenses, certificates, permits, authorizations, consents or approvals required from the FCC or any applicable State PUC to operate SP’s business.
 
(c)          SP, as of December 31, 2013, has submitted all material reports and paid all license, regulatory or other fees and charges which they have calculated in good faith as due to the FCC, any State PUC or any fund established by the FCC or any State PUC (including the Universal Service Administrative Company (“ USAC ”) and any similar state universal service funds) pursuant to the Communications Laws.  SP does not currently owe any material contributions to USAC, except as set forth as a current Liability in SP’s unaudited financial statements for the year ended December 31, 2013 and except as disclosed on Schedule 6.11(c) .  There is no inquiry, claim, action or demand pending or, to SP’s Knowledge, threatened before the FCC which questions the amounts paid by SP pursuant to the Communications Laws.
 
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(d)             Except for the Required Governmental Consents, and the execution of the Transitional Services Agreement, the execution, delivery and performance of this Agreement will not: (i) violate or conflict with the Communications Laws; (ii) require the prior consent or authorization of, or notice to, the FCC or any State PUC; or (iii) result in or cause a forfeiture, suspension, termination, revocation, impairment, adverse modification or non-renewal of any of the Communications Authorizations.
 
Section 6.12           Compliance with Laws .  Except as set forth on Schedule 6.12 , SP is in compliance in all material respects with all Applicable Laws and the terms of each permit, license or authorization issued by any Governmental Entity necessary for the conduct of its business.

Section 6.13          Contracts .

(a)         Except as set forth on Schedule 6.13(a) (each Contract set forth on Schedule 6.13(a) shall be referred to as an “ SP Material Contract ”), SP is not a party or subject to:

(i)             any Contract pursuant to which SP received revenue in any month ended during the twelve (12)-month period ended October 31, 2013, or reasonably expects to receive revenue in any month ending during the twelve (12)-month period ending October 31, 2014 that would result in the customer being one of SP’s top ten customers by revenue.
 
(ii)           any real property lease;
 
(iii)          a Contract for the purchase, license (as licensee) or lease (as lessee) by SP of services, materials, products, personal property, supplies, Intellectual Property Rights or other assets from any supplier or vendor or for the furnishing of services to SP reasonably expected to involve total payments by SP in any consecutive twelve (12)-month period ending after the date hereof.   For the purpose of this Schedule 6.13(a)(iii), SP’s top ten purchase agreements shall be identified and produced for review;
 
(iv)          a mortgage, indenture, security agreement, guaranty, pledge or other Contract relating to the borrowing of money or extension of credit (other than accounts receivable or accounts payable in the ordinary course of business);
 
(v)           an employment, change of control, retention, severance or material consulting agreement;
 
(vi)          a joint venture, partnership or limited liability company agreement with third parties;
 
(vii)         a non-competition agreement or any other Contract which purports to limit in any material respect (i) the manner in which, or the localities in which, the business of SP may be conducted or (ii) the ability of SP to provide any type of service or product presently provided by SP;
 
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(viii)         a Contract containing any exclusivity clause, most-favored-nations clause, benchmarking clause or marked-to-market pricing provision;
 
(ix)           a Contract or offer to acquire all or a substantial portion of the capital stock, business, property or assets of any other Person;
 
(x)            any Contracts providing for the indemnification by SP of any Person other than customary indemnifications of any agreements entered into in the ordinary course of business;
 
(xi)           any Contract providing for licensing or royalties; or
 
(xii)          any other material Contract not in the ordinary course of business of SP.
 
(b)           (i) Each SP Material Contract is valid and binding on SP and, to SP’s Knowledge, each other party thereto and is in full force and effect, and (ii) SP has performed and complied with, in all material respects, all obligations required to be performed or complied with by it under each SP Material Contract.  There is no material default under any SP Material Contract by SP or, to SP’s Knowledge, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by SP, or to SP’s Knowledge, by any other party.

Section 6.14         Intellectual Property .  SP owns, or validly licenses or otherwise has the right to use the material Intellectual Property Rights relating to SP’s business as operated as of the date of this Agreement (the “ SP Intellectual Property ”).  Except as disclosed on Schedule 6.14 , SP has not received any written claim of invalidity or conflicting ownership rights with respect to any SP Intellectual Property from a third party and no such SP Intellectual Property is the subject of any pending or, to SP’s Knowledge, threatened action, suit, claim, investigation, arbitration, interference, opposition or other proceeding.  SP has not received any written notice from any Person that the use of any SP Intellectual Property by SP or any licensee is infringing or has infringed any domestic or foreign registered patent, trademark, service mark, trade name, or copyright or design right, or that SP or any licensee has misappropriated or disclosed any trade secret, confidential information or know-how.

Section 6.15         Employee Benefits .
 
(a)            Schedule 6.15(a) sets forth the following:

(i)            a list of all employees of SP (collectively, the “ SP Employees ”) setting forth the name, position held, start date and compensation arrangements (including with respect to each employee the amount of any potential severance obligation);
 
(ii)           a list of each written employment agreement, consulting agreement and similar agreement with any SP Employee (collectively, the “ SP Employment Agreements ”);
 
(iii)           a list of each “employee benefit plan” as such term is defined in ERISA Section 3(3) that is covered by ERISA and that is maintained for the benefit of any SP Employee (collectively, the “SP Plans”); and
 
(iv)           a list of each written plan or arrangement (excluding the SP Employment Agreements) not subject to ERISA maintained for the benefit of any SP Employee which provides for retirement benefits, termination bonuses, severance payments or benefits, deferred compensation, bonuses, stock options, employee insurance coverage or any similar compensation or welfare benefit plan (collectively, the “ SP Employee Benefit Programs ”).
 
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(b)             Each SP Employment Agreement, SP Plan and SP Employee Benefit Program is maintained and administered in compliance in all material respects with the terms of such SP Employment Agreement, SP Plan and SP Employee Benefit Program and all laws applicable thereto, and SP has not received any notice from any Governmental Entity concerning such compliance.

(c)           Except as set forth on Schedule 6.15(c) , no “reportable event” (as such term is used in ERISA Section 4043), “prohibited transaction” (as such term is used in ERISA Section 406 or Code Section 4975) or “accumulated funded deficiency” (as such term is used in Code Section 412 or 4971) has occurred with respect to any SP Plan during the past three (3) years that would, individually or in the aggregate, result in any material Liability.  All individuals participating in (or eligible to participate in) any SP Plan have been properly classified as employees of SP.

(d)           Except as set forth on Schedule 6.15(d) , no litigation or administrative or other proceedings involving an SP Employment Agreement, SP Plan or SP Employee Benefit Program have occurred or, to SP’s Knowledge, have been threatened in writing.

(e)           Each SP Plan that is intended to be qualified under Code Section 401(a) has received a favorable determination letter issued by the IRS or has pending, or will have not less than thirty (30) days remaining after the Closing Date in which to file, an application for such determination from the IRS.  All payments due from SP with respect to any SP Employment Agreement, SP Plan or SP Employee Benefit Program have been made or have been properly accrued as Liabilities of SP in accordance with the terms of such SP Employment Agreement, SP Plan, SP Employee Benefit Program and applicable law.

(f)           Except as described on Schedule 6.15(f) , SP and its “ERISA affiliates” do not and have never sponsored, maintained, contributed to, or been obligated under ERISA or otherwise to contribute to (i) a “defined benefit plan” (as defined in ERISA Section 3(35) and Code Section 414(j), (ii) a “multi-employer plan” (as defined in ERISA Section 3(37) and 4001(a)(3)), (iii) a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of ERISA Sections 4063 or 4064 or Code Section 413(c)), or (iv) any arrangement providing welfare benefits to any person beyond his or her retirement or other termination of service other than coverage mandated by Part 6 of Title 1 of ERISA or Code Section 4980B or similar state law.

(g)           Except as set forth in Schedule 6.15(g) , the consummation of the transactions contemplated by this Agreement (alone or together with any other event) will not (i) entitle any Person to any material benefit under any SP Employment Agreement, SP Plan or SP Employer Benefit Program or (ii) accelerate the time of payment or vesting or increase the amount of any compensation or other benefit due to any person under any SP Employment Agreement, SP Plan or SP Employee Benefit Program.

Section 6.16          Taxes .  Except as set forth on Schedule 6.16 :

(a)           (i) All Tax returns and reports required to be filed with the IRS or any federal, state, local or foreign taxing or regulatory authority (together with the IRS and including the Universal Service Access Commission, the FCC, NYPSC and other regulatory bodies, a “ Taxing Authority ”) with respect to any period ending on or before the Closing Date by or on behalf of SP (individually, a “ Return ”, collectively, the “ Returns ”) have, to the extent required to be filed on or before the date of this Agreement, been or will be filed when due in accordance with all Applicable Laws and taking into account all extensions of due dates; (ii) all material Taxes shown as due and payable on the Returns that have been filed, and all other Taxes due and payable, whether or not reflected on a Return, have been timely paid to the appropriate Taxing Authority, and all of such Returns are true and complete in all material respects and all such payments are in the proper amounts; (iii) no material deficiencies for any Taxes have been proposed or assessed in writing against or with respect to SP; and (iv) there are no liens for Taxes upon SP’s assets except statutory liens for current Taxes not yet due and payable.
 
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(b)           SP has not agreed to any extension or waiver of the statute of limitations period applicable to any Return or agreed to any extension of time with respect to a Tax assessment or deficiency which period (after giving effect to such extension or waiver) has not yet expired.
 
(c)           SP is not now and has never been a party to any Tax allocation, Tax indemnity or Tax sharing agreement, and SP has not assumed the Tax liability of any other Person under any contract.
 
(d)           SP has timely withheld and paid all material Taxes required to have been withheld and paid by SP, including payroll, sales, use and excise Taxes.
 
(e)           There are no audits, administrative proceedings, or court proceedings currently pending or, to SP’s Knowledge, threatened with respect to SP in respect of any Tax.
 
(f)           SP (i) is not now and has never been a member of an affiliated group of corporations within the meaning of Code Section 1504 or a member of an affiliated, combined, consolidated, unitary or similar group under any similar provision of law; and (ii) does not have any Liability for Taxes of any Person (other than SP) under Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, state or local law), as a transferee or successor, by contract or otherwise.
 
(g)           SP has provided true, correct and complete copies of all Returns filed by or with respect to SP for all taxable periods ending on or after December 31, 2011.  Except as set forth on Schedule 6.16(g) , SP did not have any net operating loss, net capital loss, unused investment or other credit, unused foreign tax credit or excess charitable contribution allocable to SP as of December 31, 2013.
 
(h)           SP has not made any payments, or is or will be obligated to make any payments due to the transactions contemplated hereby, that would result in an “excess parachute payment” within the meaning of Code Section 280G.
 
(i)              SP has not engaged in any “ listed transaction” for purposes of Treasury Regulation Sections 1.6011-4(b)(2) or 301.6111-2(b)(2) or any analogous provision of state or local law.
 
(j)           SP is, and for all periods prior to the date of this Agreement, has been a corporation for income Tax purposes.
 
(k)          No Transfer Taxes are payable or will become payable in connection with the consummation of the transactions contemplated by this Agreement.
 
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Section 6.17      Environmental Matters .  No Hazardous Material has been generated, transported, used, handled, processed, disposed, stored or treated by SP on any real property owned, leased or operated by SP except in material compliance with Environmental Laws.  To SP’s Knowledge, no Hazardous Material has been spilled, released, discharged, disposed, or transported from any real property owned, leased or operated by SP except in material compliance with Environmental Laws.  To SP’s Knowledge, SP is in compliance in all material respects with all applicable Environmental Laws .
 
Section 6.18      Real Property .
 
(a)     Schedule 6.18(a)(i) sets forth a true and complete list of all real property owned, leased or operated by SP (collectively, the “ SP Real Property ”).  The SP Real Property constitutes all real property and improvements leased, subleased or otherwise occupied or used by SP or necessary for the operation of SP’s business.  With respect to each parcel of SP Real Property, except as set forth in Schedule 6.18(a)(ii) : (i) the applicable lease is legal, valid, binding, enforceable and in full force and effect against SP; (ii) SP is not in material breach or violation of, or default under, any applicable lease, and no event has occurred, is pending or, to SP’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by SP under the applicable lease; and (iii) the applicable lease does not require any consent, approval, permit or authorization of, or notice to, any Person in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
 
(b)      SP is in material compliance with its obligations with respect to the SP Real Property.  SP has not received any notices of material violations of any applicable zoning, subdivision or building regulation, ordinance or other Applicable Law relating to the SP Real Property.  To SP’s Knowledge: (i) the SP Real Property is in material compliance with all applicable zoning, subdivision or building regulations, ordinances or other Applicable Laws relating to the Real Property; and (ii) no SP Real Property is subject to, or affected by, any material special assessment for public improvements, whether or not presently an Encumbrance upon such SP Real Property.  Except as set forth on Schedule 6.18(b) , the transactions contemplated by this Agreement will not require any Consent or Permit of any Governmental Entity or third party with respect to any SP Real Property.
 
                Section 6.19      Labor Matters .  As of the date hereof, SP employs approximately forty-five (45) full-time and part-time employees.   Schedule 6.19 sets forth a list of all SP Employees.   SP has not misclassified any individual providing service to SP as an independent contractor.   SP is not delinquent in payments to any of employees of SP for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for SP or amounts required to be reimbursed to such Persons.   SP is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment, occupational safety and health, and wages and hours, including laws regarding the proper classification of employees and independent contractors.  There are no charges of employment discrimination or unfair labor practices or strikes, slowdowns, or stoppages of work, existing, pending or, to SP’s Knowledge, threatened against or involving SP .   SP is not a party to any collective bargaining agreement with any labor organization or other representative of any SP Employees, nor is any such agreement presently being negotiated.  There is not presently (nor has there ever been) any petition filed by any labor organization to represent the SP Employees.   SP is in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986.   To SP’s Knowledge, n o member of SP’s senior management intends to voluntarily terminate such member’s employment with SP .   SP has not ever implemented any “plant closing” or “mass layoff” of employees as those terms are defined in the WARN Act or under any similar state or local law or regulation, and no layoffs that could implicate any such laws or regulations are currently contemplated .
 
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Section 6.20      Insurance .  Schedule 6.20 contains an accurate listing of the insurance policies currently maintained include general commercial, general liability, product liability, errors and omissions, professional liability, specified director’s and officer’s liability, workers compensation and employee’s liability, fire and casualty and other insurance policies, all of which are in full force and effect.  All premiums due and payable with respect to the insurance policies maintained by SP have been paid to date.  Schedule 6.20 sets forth (a) a list of claims made against SP under any insurance policies in the three (3)-year period ending on December 31, 2013 and (b) a summary description of each claim made against SP under any insurance policy since January 1, 2011.  There are currently no claims pending against SP under any insurance policies currently maintained by SP.  To SP’s Knowledge, there is no threatened termination of any such policies or arrangements.
 
Section 6.21      Sufficiency of Assets; No Encumbrances; Title .  SP has good and marketable title to, or a valid and binding leasehold interest in, the material personal property pertaining to its business, except for properties or assets sold or otherwise disposed of in the ordinary course of business since December 31, 2013, free and clear of all defects, liens, charges and other Encumbrances, except (a) as set forth on Schedule 6.21; (b) liens for Taxes, assessments and other governmental charges not yet due and payable or, if due, (i) not delinquent or (ii) being contested in good faith by appropriate proceedings; (c) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not past due; and (d) liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business.
 
Section 6.22      Related Party Transactions .  Except as set forth in Schedule 6.22 , there are no loans, leases or other agreements or transactions between SP, on the one hand, and any stockholder, director or employee of SP, or any owner, director or employee of any stockholder or any member of any of such individuals’ immediate family, or any Person controlled by any of such Persons, on the other hand.  Except as set forth in Schedule 6.22 , no stockholder, director or officer of SP or, to SP’s Knowledge, any of their respective spouses or family members (i) owns directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer or director or in another similar capacity of, any competitor, customer, distributor or supplier of SP, or any organization that has a material contract or arrangement with SP or (ii) owns directly, on an individual or joint basis, or has any interest in any tangible or intangible property that SP uses or has used in the conduct of its business, other than any ownership interest in SP.
 
                Section 6.23      Brokers .   Neither SP nor any of its members, managers, officers, employees or Affiliates has employed any investment banker, broker or finder or incurred any Liability for any investment banking fees, brokerage fees, commissions or finders’ fees or any other similar fees or commissions in connection with the transactions contemplated by this Agreement for which SP or any Affiliate thereof has or could have any Liability (other than any Liability incurred by the SP for which neither SP nor any of its Affiliates shall have any responsibility).
 
Section 6.24     Required Vote of SP Stockholders .  The only vote of the holders of outstanding securities of SP required by the certificate of incorporation or bylaws of SP, by Law or otherwise to complete the Merger is the affirmative vote of the holders of not less than a majority of the voting power of the outstanding SP Common Stock.  The vote required by the previous sentence is referred to together as the “ Requisite SP Stockholder Vote .”
 
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ARTICLE VII
 
COVENANTS
 
                Section 7.1      Conduct of Business .   Except as contemplated by this Agreement or, with respect to Roomlinx, by any SEC Report filed prior to the date hereof, (x) each of Roomlinx and SP shall conduct its business in all material respects in the ordinary course consistent with past practice and (y) unless the other party shall otherwise consent in writing, neither Roomlinx nor SP shall, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX :
 
(a)     (i) amend its organizational documents; (ii) split, combine, subdivide or reclassify its outstanding shares of capital stock; or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into its capital stock;
 
(b)     (i) create, incur or assume any short-term debt (including obligations with respect to capital leases); (ii) create, incur or assume any long-term debt; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other Person; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; (v) mortgage or pledge any of its assets or create any Encumbrance of any kind with respect to any such asset; (vi) offer, issue, place, syndicate or arrange any debt securities or debt facilities (including any renewals, restatements, restructuring or refinancing of any existing debt securities or debt facilities); or (vii) attempt or agree to do any of the foregoing, announce or authorize the announcement of any of the foregoing or engage in any discussion concerning any of the foregoing;
 
(c)     Except in connection with the SP Offering, issue, deliver, sell, dispose of, pledge, hypothecate, encumber, transfer or assign shares of any class of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares;
 
(d)     acquire any business from any third Person, whether by merger, consolidation, the purchase of a substantial portion of the assets of such Person or otherwise;
 
(e)     dispose of, mortgage, pledge, hypothecate, encumber, transfer or assign any of its property or assets or subject any such property or assets to any security interest other than in the ordinary course of business consistent with past practice;
 
(f)      acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets and leases entered into in the ordinary course of business, or merge or consolidate with any entity;
 
(g)     change any of its accounting or Tax policies, practices or methods except as required by GAAP upon the advice of its independent accountants or, if applicable, by the rules and regulations of the SEC;
 
(h)     make or revoke any material Tax election or settle or compromise any material Tax liability, or amend any material Return;
 
(i)      except as expressly permitted hereunder, and as necessary in the ordinary conduct of business consistent with past practice, grant or acquire, agree to grant to or acquire from any Person, or dispose of or permit to lapse any rights to, any material Intellectual Property Rights, or disclose or agree to disclose to any Person, any trade secret;
 
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(j)      terminate, amend or modify any existing material Contract or enter into any new or additional material Contract (or terminate, amend or modify any such material Contract), except in the ordinary course of business consistent with past practice;
 
(k)     undertake any material capital improvement projects or make any material additions, improvements or renovations to existing facilities and/or equipment;
 
(l)      make all necessary government filings in the ordinary course of business, including, but not limited to, Roomlinx’s filings with the SEC;
 
(m)    enter into, adopt or amend any agreement or transaction with any stockholder thereof or any Affiliate of any stockholder thereof; or
 
(n)     enter into any commitment or agreement to do any of the foregoing.
 
Section 7.2        Access to Information .  Subject to restrictions imposed by federal and state securities laws and other Applicable Laws, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX , each of Roomlinx and SP shall (i) give the other party and the other party’s Representatives reasonable access (during regular business hours upon reasonable notice) to all employees, offices and other facilities and to all books, contracts, commitments and records (including Tax returns) as such other party may reasonably request, (ii) permit the other party to make such inspections as they may reasonably require and (iii) cause its officers to furnish the other party with such financial and operating data and other information with respect to the business, properties and personnel of the disclosing party as such other party may from time to time reasonably request (other than materials prepared by the disclosing party’s financial, accounting, or legal advisors or which is subject to an attorney/client or an attorney work product privilege or which may not be disclosed pursuant to a protective order or confidentiality agreement).  The information obtained by either party or its Representatives pursuant to this Section 7.2 shall be subject to the provisions of the Confidentiality Agreement.  Nothing in this Section 7.2 shall require the disclosing party to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would (x) violate any of its respective obligations with respect to confidentiality, provided that the disclosing party shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, or (y) result in a violation of Applicable Law, including federal or state securities laws.
 
Section 7.3      Requisite Roomlinx Stockholder Vote, Requisite SP Stockholder Vote ; Proxy Statement and Other Filings .
 
(a)         As promptly as practicable following the date of this Agreement and unless this Agreement has been terminated pursuant to Article IX , Roomlinx shall hold a Special Meeting properly held under Applicable Law for the purpose of obtaining the Requisite Roomlinx Stockholder Vote, in connection with this Agreement (including the Merger) and the Restated Certificate of Incorporation. SP shall cause the holders of a majority of its outstanding shares of common stock to vote by written consent under Applicable Law for the purpose of obtaining the Requisite SP Stockholder Vote, in connection with this Agreement (including the Merger).  With respect to the foregoing, (i) Roomlinx shall file with the SEC a preliminary Proxy Statement in accordance with Applicable Law in connection with Roomlinx’s Special Meeting (the “ Preliminary Proxy Statement ”) and thereafter shall mail to each of the Roomlinx Shareholders and file the Definitive Proxy Statement no later than ten (10) days thereafter (the “ Definitive Proxy Statement ” and together with the Preliminary Proxy Statement referred to as the “ Proxy Statement ”), which Proxy Statement shall include the recommendation of the board of directors of Roomlinx for the approval of the Restated Articles of Incorporation (including the (i) the Reverse Stock Split, (ii) changing its name to “SignalShare, Inc.” and (iii) and adopting the SP series of preferred stock), and of this Agreement and the transactions contemplated hereby (including the Merger), and (ii) Roomlinx shall use its reasonable commercial efforts to obtain the Requisite Roomlinx Stockholder Vote at the Special Meeting in favor of the approval and adoption of the Restated Certificate of Incorporation and this Agreement and the transactions contemplated h ereby.
 
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(b)    As promptly as reasonably practicable after the date of this Agreement but no later than March 17, 2014, Roomlinx shall prepare and file with the SEC the Preliminary Proxy Statement and any other documents required to be filed with the SEC in connection with the Merger (the “ Other Filings ” ) shall be timely filed as required by the Exchange Act.  Each of Roomlinx and SP shall obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings.  Each of Roomlinx and SP shall use its reasonable commercial efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and Roomlinx shall cause the Definitive Proxy Statement to be mailed to Roomlinx’s stockholders at the earliest reasonably practicable date.  Roomlinx shall promptly notify SP upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide SP with copies of all material correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings (except that the non-public information otherwise required to be provided to SP that is subject to Section 7.2 may be limited by such section).  If at any time prior to the Merger, any information relating to Roomlinx, SP or any of their respective Affiliates, directors or officers should be discovered by Roomlinx or SP, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Roomlinx.
 
Section 7.4     Expenses .  Whether or not the Closing takes place, except as specifically provided to the contrary in this Agreement, all costs and expenses incurred by either party hereto in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the payments referenced in clauses (i) through (iv) of Section 8.2(f) and the fees and expenses of attorneys, accountants and other professionals) shall be paid by Roomlinx in connection with the Closing.  Any legal fees and expenses incurred by Roomlinx in connection with the transactions contemplated hereby shall be added back to Roomlinx’s current accounts receivable and shall be disregarded for purposes of calculating current accounts payable for purposes of the closing condition in Section 8.2(f).
 
                Section 7.5      Tax Returns .
 
(a)   SP agrees that all Tax returns with respect to SP that are not required to be filed on or before the date hereof (i) will, to the extent required to be filed on or before the Closing Date, be filed when due in accordance with all Applicable Laws, and (ii) as of the time of filing, will be true, complete and correct in all material respects.  SP will pay all Taxes shown as due on such Tax returns and all other Taxes which SP is required to pay on or before the Closing Date (other than Taxes it is contesting in good faith and for which adequate reserves have been established).
 
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(b)    Roomlinx agrees that all Tax returns with respect to Roomlinx that are not required to be filed on or before the date hereof (i) will, to the extent required to be filed on or before the Closing Date, be filed when due in accordance with all Applicable Laws, and (ii) as of the time of filing, will be true, complete and correct in all material respects.  Roomlinx will pay all Taxes shown as due on such Tax returns and all other Taxes which Roomlinx is required to pay on or before the Closing Date (other than Taxes it is contesting in good faith and for which adequate reserves have been established).
 
Section 7.6       Supplements to Disclosure Schedules .  If Roomlinx or SP becomes aware of, or there occurs after the date of this Agreement and prior to the Closing, any fact or condition that constitutes a breach of any representation or warranty made in Articles V or VI above, respectively, or if any fact or condition, either currently existing or hereafter occurring, otherwise requires any change in the Disclosure Schedules delivered at the time of execution of this Agreement, such Person shall deliver to the other party promptly after becoming aware of such fact or condition, but in any event within five (5) days thereafter, a supplement to the Disclosure Schedules specifying any needed change.  No matters disclosed in any such supplement shall in any way qualify the determination of the accuracy of the representations and warranties required pursuant to Section 8.2(a) or 8.3(a), as applicable.
 
Section 7.7       Notice of Certain Events .   Each party shall promptly notify the other party of: (a) any notice or other communication from any Person alleging that the Consent of, or a Filing by, such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (c) any Actions commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Affiliates which relate to the consummation of the transactions contemplated by this Agreement.
 
                Section 7.8       Indemnification of Roomlinx Officers and Directors .
 
(a)    From and after the Effective Time for a period of six (6) years thereafter, the Company shall, and shall cause the Surviving Entity to, indemnify, defend and hold harmless, to the fullest extent permitted under Applicable Law, the current and former directors and officers of Roomlinx (the “ D&O Indemnified Persons ”) against any Losses incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including all acts or omissions by them in their capacities as such or taken at the request of Roomlinx), whether asserted or claimed prior to, at or after the Effective Time.  SP agrees that all rights to indemnification, exculpation and advancement existing in favor of the D&O Indemnified Persons as provided in the articles of organization, bylaws or similar constituent documents of Roomlinx, or in any indemnification agreement or arrangement as in effect as of the date of this Agreement with respect to matters occurring prior to or at the Effective Time, shall survive the Merger and shall continue in full force and effect from and after the Effective Time for a period of six (6) years.
 
(b)    The Company shall purchase on or prior to the Effective Time, and shall maintain with reputable and financially sound carriers, tail policies to the current directors’ and officers’ liability insurance and fiduciaries liability insurance policies maintained on the date of this Agreement by Roomlinx, which tail policies and fiduciaries liability policies (i) shall be effective for a period from the Effective Time through and including the date that is six (6) years after the Effective Time with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time and (ii) shall contain coverage that is at least as protective to the Persons covered by such existing policies.  The Company shall provide copies of such policies to the past, current and future directors and officers of the Company entitled to the benefit thereof as reasonably requested by such Persons from time to time.
 
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(c)     This Section 7.8 shall survive the consummation of the Merger and continue in full force and effect and is intended to benefit, and shall be enforceable as third party beneficiaries by each D&O Indemnified Person (notwithstanding that such Persons are not parties to this Agreement) and their respective heirs and legal representatives.  The indemnification provided for herein shall not be deemed exclusive of any other rights to which a D&O Indemnified Person is entitled, whether pursuant to Applicable Law, Contract or otherwise.
 
(d)     In the event that the Company or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or SP or the properties and assets thereof, as the case may be, shall succeed to the obligations set forth in this Section 7.8.
 
(e)     Roomlinx agrees to acquire D&O tail insurance coverage with a six (6) year term to be in effect at the Closing covering the existing and previous officers and directors of Roomlinx.  One hundred thousand dollars ($100,000) shall be deposited in escrow at the Effective Time by the Company for use to pay the deductibles with respect to such insurance. For the absence of doubt, the $100,000 deductible will be fully paid out of the Roomlinx funds at the time of closing.
 
Section 7.9     Required Governmental Consents .  Each party shall, and shall cause its respective Representatives to, cooperate in good faith to cause the preparation and filing of all documents necessary to obtain the Required Governmental Consents as soon as reasonably practical following the date hereof
 
Section 7.10     Employment Matters .
 
(a)      Prior to the Effective Time, except as set forth below, Roomlinx shall, and from and after the Effective Time, the Company shall, and shall cause the Surviving Entity to, honor, in accordance with their terms, all existing employment and severance agreements and indemnification agreements between Roomlinx and any officer, director or employee of Roomlinx .
 
(b)     Upon closing or a reasonable time thereafter SignalShare Inc. and the Roomlinx Sub shall use its best efforts to transfer its health insurance and payroll management for the Roomlinx Sub to Accord Human Resources.  SignalShare Inc. shall, and shall cause the Roomlinx Sub and Surviving Entity to, cause service rendered and vacation accrued by the individuals employed by Roomlinx or SP at the Effective Time (the “ Current Employees ”) to be taken into account for vesting, eligibility and benefits purposes under any employee benefit plans of the Surviving Entity or the Roomlinx Sub and their Subsidiaries which is made available to any Current Employee, to the same extent as such service was or should have been taken into account under the corresponding Plans of Roomlinx or SP for those purposes; provided, however, that such obligations shall not be liabilities of SignalShare and all human resources, payroll and benefits will remain separately in the Roomlinx Sub and not part of SignalShare Inc..  Current Employees will not be subject to any pre-existing condition limitation under any health plan of SP, Roomlinx or their Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Plan of Roomlinx or SP in which they participated prior to the Effective Time.  SP and Roomlinx will cause the Company and its Subsidiaries, to give such Current Employees credit under such plans for co-payments made and deductibles satisfied prior to the Effective Time.
 
(c)     This Section 7.10 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.10, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.10.
 
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Section 7.11     Reasonable Best Efforts; Further Assurances .  Subject to the terms and conditions of this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate and implement expeditiously the transactions contemplated hereby.  The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or desirable in order to consummate the transactions contemplated hereby.  Each of the parties hereto shall use its reasonable best efforts to obtain all Consents of, and make all Filings with, any Governmental Entity or other Person necessary to permit the consummation of the transactions contemplated hereby.
 
Section 7.12      No Going Concern Qualification .   SP covenants and agrees that the report to be issued by SP’s auditors in connection with the delivery of the audited balance sheet of SP as of the fiscal year ending December 31, 2014, and the audited statements of income and cash flows for the fiscal year then ending, shall not contain any going concern qualifications.
 
Section 7.13      Form 211 .  Roomlinx and SP shall use their best efforts to cause a market maker to file a Form 211 with the Financial Industry Regulatory Authority (“FINRA”) with updated information concerning SP and to reconfirm that its common stock is eligible with the Depository Trust Company (“DTC”) as soon as possible following execution of this Agreement.
 
Section 7.14      Form 8-K .  Roomlinx (with cooperation from SP as provided below) shall prepare to file with the SEC by no later than March 20, 2014 a Report on Form 8-K and a Proxy Statement, as well as thereafter any other documents required to be filed by Roomlinx with the SEC post-closing.  SP shall expend their best efforts to provide Roomlinx with whatever information it needs in order to complete the Form 8-K and Proxy Statement to be filed on a timely basis.
 
Section 7.15      Audited SP Financial Statements .  SP shall deliver to Roomlinx audited balance sheets of SP as of December 31, 2012 and 2013 and audited statements of income and cash flows for the fiscal years ended December 31, 2012 and 2013, promptly following the Closing Date, but in any event, sufficiently in advance of the due date seventy-one (71) days from four business days following the Closing Date when the initial filing of the Form 8-K is due.
 
Section 7.16      Transitional Services Agreement .  Each of SP and Roomlinx hereby agree that they shall take no action except as contemplated by the Transitional Services Agreement in connection with Signal Point Corp. or Cardinal Broadband to be entered into as of the Closing Date.
 
Section 7.17      Regulatory Approvals .  The parties hereby agree and covenant that within ten (10) days of the Closing Date, the applicable entities shall take all steps and make all filings to obtain as soon as reasonably possible, but in no event later than ninety (90) days after the Closing Date, the Regulatory Approvals and deliver evidence thereof to the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.
 
Section 7.18      Roomlinx Sub Working Capital .   To Roomlinx’s Knowledge, Roomlinx agrees and covenants that, on Closing Date, Roomlinx Sub will have sufficient cash plus cash collected during the sixty (60) day period following the Closing Date to remain operational for at least sixty (60) days following the Closing Date, except for fundings which may be required for (i) material expenses or costs that may arise from reasonably unforeseeable events out of Roomlinx Sub’s management’s control, (ii) funding requirements for new projects of Roomlinx Sub, (iii) any principal payments which may need to be paid to Cenfin during such sixty (60) day period or (iv) accounts payable of Roomlinx Sub with respect to which Roomlinx reasonably believes that the creditor will enter into a payment arrangement or other type of arrangement to pay the outstanding amount over time, or enter into another accommodation with Roomlinx Sub.
 
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ARTICLE VIII
 
CONDITIONS TO CLOSING
 
                Section 8.1      Conditions to Each Party’s Obligation .  The respective obligation of each of SP and Roomlinx to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver, if applicable) on and as of the Closing Date of each of the following conditions:
 
(a)     Stockholder Approval .  This Agreement and the Restated Articles of Incorporation shall have been duly adopted by the stockholders of Roomlinx by the Requisite Roomlinx Stockholder Vote and by the requisite vote of the stockholders of SP.
 
(b)      No Actions, Restraints or Illegality .  There shall not be any (i) Action pending by any Governmental Entity or third party, (ii) restraining order, injunction, cease and desist order or other legal restraint or prohibition (whether temporary, preliminary or permanent) of any Governmental Entity in effect or (iii) except with respect to the Regulatory Approvals, a statute, rule, regulation or executive order promulgated or enacted by any Governmental Entity, that would prohibit or make illegal the consummation of the transactions contemplated hereby   except to the extent such prohibition or illegality would be cured by the Required Governmental Consents.
 
(c)     Debt Restructuring Agreement .  Roomlinx, SP and Cenfin shall have executed and delivered the Debt Restructuring Agreement containing the terms set forth in Exhibit D attached hereto.
 
(d)      Debt Conversion .  Three Million Two Hundred Thousand Dollars ($3,200,000) of the debt owed to The Robert DePalo Special Opportunity Fund, LLC shall simultaneously convert into capital stock of SP at a valuation of $1.20 per share.
 
(e)      TIG Settlement Agreement .  Roomlinx shall have delivered a fully executed TIG Settlement Agreement substantially in the form attached hereto as Exhibit O .
 
Section 8.2     Conditions to Obligation of SP .  The obligation of SP to consummate the transactions contemplated by this Agreement is subject to the reasonable satisfaction (or waiver by SP, if applicable) on and as of the Closing Date of each of the following conditions:
 
(a)     Representations and Warranties .  The representations and warranties of Roomlinx contained in this Agreement, if specifically Qualified, shall be true and correct in all respects, and, if not so Qualified, shall be true in all material respects, in each case as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such specific date.
 
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(b)            Covenants and Agreements .  Roomlinx shall have performed and satisfied in all material respects each of the covenants, agreements and obligations set forth in this Agreement required to be performed and satisfied by Roomlinx at or prior to the Closing.
 
(c)             Roomlinx Closing Certificate .  SP shall have received a certificate (the “ Roomlinx Closing Certificate ”) signed by an authorized officer of Roomlinx certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied with respect to Roomlinx.
 
(d)            Consents and Filings .  Except with respect to the Regulatory Approvals, the Required Governmental Consents and the Consents and Filings listed on Schedule 5.3 shall have been obtained or made, except to the extent waived by SP.
 
(e)            Resignations .  SP shall have received the written resignations, effective as of the Closing Date, of all directors, managers and officers of Roomlinx.
 
(f)            Roomlinx Accounts Receivable/Accounts Payable .  At Closing, Roomlinx will have current cash, cash equivalents, inventory and receivables equal to or greater than current accounts payable.  Any legal fees and expenses incurred by Roomlinx in connection with the transactions contemplated hereby shall be added back to Roomlinx’s collectible accounts receivable and shall be disregarded for purposes of calculating current accounts payable for purposes of this paragraph. The debt owed by Roomlinx to Cenfin is excluded and will only be secured by the pre-Merger assets of Roomlinx.
 
(g)            Roomlinx Reverse Stock Split .  Roomlinx shall have obtained the Requisite Roomlinx Stockholder vote for the Reverse Stock Split and amended and restated its Articles of Incorporation in accordance with Section 2.7 above.
 
(h)            Exchange of Shares; Letter of Transmittal .  Roomlinx shall have delivered to SP a Letter of Transmittal from Roomlinx’s transfer agent providing for the exchange of SP shares of Common Stock for an equal number of shares of SignalShare, Inc. common stock.  Roomlinx shall have delivered to SP, certificates dated as of the Closing Date for an identical number of shares of Series A and Series B SP Preferred Stock executed.
 
(i)            Employment Agreements for Aaron Dobrinsky, Christopher Broderick and Andrew Bressman shall become effective upon the Closing Date.
 
(j)            The SAB Management Consulting Agreement for Andrew Bressman shall become effective upon the Closing Date and shall be in full force and effect and an assumed obligation of SignalShare, Inc.
 
(k)            The Amended and Restated Articles of Incorporation and By-Laws of SignalShare, Inc. in substantially the same form as currently in effect for SP shall be adopted by SignalShare, Inc. in the form attached hereto as Exhibits A and B .
 
(l)            Roomlinx Sub Cash .   As of the Closing Date, Roomlinx Sub shall have no less than $700,000 in cash .
 
Section 8.3      Conditions to Obligation of Roomlinx .  The obligation of Roomlinx to consummate the transactions contemplated by this Agreement is subject to the reasonable satisfaction (or waiver by Roomlinx, if applicable) on and as of the Closing Date of each of the following conditions:
 
(a)            Representations and Warranties .  The representations and warranties of SP contained in this Agreement, if specifically Qualified, shall be true and correct in all respects, and, if not so Qualified, are true in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such specific date.
 
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(b)            Covenants and Agreements .  SP shall have performed and satisfied in all material respects each of the covenants, agreements and obligations set forth in this Agreement required to be performed and satisfied by SP at or prior to the Closing.
 
(c)             SP Closing Certificate .  Roomlinx shall have received a certificate (the “ SP Closing Certificate ”) signed by an authorized officer of SP certifying that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied with respect to SP.
 
(d)            Consents and Filings .  Except with respect to the Regulatory Approvals, the Required Governmental Consents and the Consents and Filings listed on Schedule 6.3 shall have been obtained or made or waived.
 
(e)            Contribution to Roomlinx . Subject to any obligations set forth in Section 7.18 hereof, SP shall have made a cash contribution to Roomlinx for the Roomlinx Sub in an amount equal to One Million Dollars ($1,000,000).
 
(f)              DePalo Consulting Agreement .   The Consulting Agreement dated January 9, 2014 by and between Robert DePalo and SP shall be in full force and effect and an assumed obligation of SignalShare, Inc.
 
(g)            SP Stock Certificates .  SP shall have delivered to Roomlinx certificates representing all issued and outstanding shares of SP Series A and Series B Preferred Stock and Robert DePalo’s certificates representing all of his shares of SP Common Stock.
 
ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER
 
Section 9.1      Termination .
 
(a)           Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing (whether before or after adoption of this Agreement by Roomlinx’s and SP’s stockholders):
 
(i)            by mutual written consent of SP and Roomlinx;
 
(ii)              by SP or Roomlinx if the Closing does not occur on or prior to April 7, 2014 , unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or comply in all material respects with the covenants and agreements of such party set forth in this Agreement;
 
(iii)          by either Roomlinx or SP if any Governmental Entity shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided that in order for either party to seek to terminate this Agreement pursuant to this Section, it must have used its reasonable commercial efforts to lift and rescind such order, decree, ruling or action;
 
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(iv)          by either Roomlinx or SP, if the adoption of this Agreement by the Requisite Roomlinx Stockholder Vote shall not have been obtained.
 
(v)           by Roomlinx, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of SP which breach, either individually or in the aggregate, would result in, if occurring or continuing at the Effective Time, the failure of the conditions set forth in Section 8.3(a) or 8.3(b), as the case may be, and which is not cured within thirty (30) days following written notice to SP, or which by its nature or timing cannot be cured within such time period; provided that Roomlinx shall not have the right to terminate this Agreement pursuant to this Section if Roomlinx is then in material breach of any of its covenants or agreements contained in this Agreement resulting in the failure of the conditions set forth in Sections 8.2(a) or 8.2(b); and
 
(vi)          by SP, if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Roomlinx, which breach, either individually or in the aggregate, would result in, if occurring or continuing at the Effective Time, the failure of the conditions set forth in Section 8.2(a) or 8.2(b), as the case may be, and which is not cured within thirty (30) days following written notice to Roomlinx, or which by its nature or timing cannot be cured within such time period; provided that SP shall not have the right to terminate this Agreement pursuant to this Section if SP is then in material breach of any of its covenants or agreements contained in this Agreement resulting in the failure of the conditions set forth in Sections 8.3(a) or 8.3(b).
 
The party desiring to terminate this Agreement pursuant to any of clauses (ii) through (vi) of this Section 9.1 shall give written notice of such termination to the other party in accordance with Section 11.1, specifying the provision or provisions hereof pursuant to which such termination is effected.
 
(b)           If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 9.1, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 7.4 (relating to certain expenses), (ii) this Section 9.1, (iii) Section 11.1 (relating to notices), (iv) Section 11.5 (relating to governing law), (v) Section 11.6 (relating to consent to jurisdiction) and (vi) Section 11.9 (relating to publicity), and provided that the provisions of the Confidentiality Agreement   shall continue in full force and effect.  If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 9.1, there shall be no Liability under this Agreement on the part of SP or Roomlinx or any of their respective Representatives, except that nothing in this Section 9.1 shall be deemed to release any party from any Liability for any willful and intentional breach by such party of the terms and provisions of this Agreement.
 
Section 9.2      Amendments and Waivers .  This Agreement may not be amended except by an instrument in writing signed by SP and Roomlinx.  No waiver of any provision of this Agreement will be valid unless the waiver is in writing and signed by the waiving party.  The failure of a party at any time to require performance of any provision of this Agreement will not affect such party’s rights at a later time to enforce such provision.  No waiver by any party of any breach of this Agreement will be deemed to extend to any other breach hereunder or affect in any way any rights arising by virtue of any other breach.
 
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ARTICLE X
SURVIVAL AND INDEMNIFICATION
 
Section 10.1      Survival .  Except as otherwise provided below, each of the representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the date that is one (1) year following the Closing Date, after which time such representations and warranties shall terminate and have no further force or effect.  Notwithstanding anything to the contrary in this Agreement: (i) those representations and warranties included in Sections 5.1 (Organization; Good Standing) and 6.1 (Organization) shall survive the Closing until the date that is three (3) years following the Closing Date, after which time such representations and warranties shall terminate and have no further force or effect; and (ii) those representations and warranties included in Sections 5.2 (Authorization), 5.5 (Capitalization), 6.2 (Authorization), 6.5 (Capitalization), 6.16 (Taxes) and 6.23 (Brokers) (the “ Excluded Representations ”) shall survive the Closing until the date that is ninety (90) days following the expiration of the applicable statute of limitations, after which time such representations and warranties shall terminate and have no further force or effect.  The covenants and agreements contained in this Agreement that are to be performed or to be complied with at or prior to the Closing shall not survive the Closing.  The covenants and agreements contained herein that are to be performed or to be complied with, in whole or in part, after the Closing shall survive the Closing in accordance with their terms.
 
Section 10.2     (a)   Indemnification by Roomlinx . Subject to the limitations set forth herein, Roomlinx shall indemnify, defend and hold harmless SP and its Affiliates and their respective members, managers, officers, directors, employees, successors and assigns (“ SP Indemnified Parties ”) against and in respect of any and all Losses that arise from or relate or are attributable to: (i) any misrepresentation in or breach of any representation or warranty contained in Article V hereof; (ii) any breach of any covenant or agreement on the part of Roomlinx set forth herein or in any other agreement executed in connection herewith to which such Person is a party to be performed at or prior to the Closing; (iii) any breach of any covenant or agreement on the part of Roomlinx set forth herein to be performed after the Closing; (iv) any Liability to brokers retained by Roomlinx in connection with the transactions contemplated by this Agreement; (v) any Taxes (x) relating to the operations of Roomlinx prior to the Closing or (y) shown as due and payable on any Final Income Tax Return filed pursuant to Section 8.6 or required to be paid in connection with any audit or other examination by any Taxing Authority or judicial or administrative proceeding relating thereto; (vi) any claim by any holder of Roomlinx Common Stock or Rights with respect to the capital stock of Roomlinx or with respect to any indebtedness of Roomlinx existing immediately prior to the Closing, including any payments made in respect of Dissenting Shares; or (vii) any claim by management employees of Roomlinx with respect to compensation due to them prior to the Closing Date.  For purposes of determining whether Losses arise from or relate or are attributable to the matters described in clauses (i) or (ii), and the amount of any such Losses, all representations, warranties and covenants shall be read as if they were not Qualified.
 
(b)           Notwithstanding the foregoing, Roomlinx shall not have any obligation to indemnify any SP Indemnified Party (i) on account of any claim pursuant to clauses (i) and (ii) of Section 10.2(a) (other than indemnification with respect to the Excluded Representations, as to which the Threshold (as defined below) shall not apply) (A) unless and until and only to the extent that the liability of Roomlinx in respect of such claims, when aggregated with their liability in respect of all other claims made pursuant to clauses (i) and (ii) of Section 10.2(a), amounts to more than $50,000  (the “ Threshold ”), and (B) unless such claim is asserted in writing by an SP Indemnified Party within eighteen (18) months after the Closing Date, whereupon Roomlinx shall be liable to pay amounts due and payable pursuant to clauses (i) and (ii) of Section 10.2(a) only in excess of the Threshold, (ii) with respect to any covenant or condition waived by SP in writing at or prior to the Closing and (iii) for any indirect, special, incidental, consequential or punitive damages claimed by SP or resulting from the breach of any representation or warranty or breach of any covenant or agreement on the part of Roomlinx (other than indirect, special, incidental, consequential or punitive damages asserted in third party claims).  For the avoidance of doubt, the Threshold shall not apply to payment of amounts due pursuant to Article III of this Agreement or with respect to the Excluded Representations, claims made under Section 10.2(a)(iii)-(viii) or claims arising from fraud.
 
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(c)           The maximum aggregate liability of Roomlinx for any and all claims under this Article X shall not exceed $1,000,000 (the “ Indemnification Cap ”), other than with respect to (i) the Excluded Representations, (ii) claims made under Section 10.2(a)(vi), or (vii), in which case there shall be no limit on liability of Roomlinx for any and all claims under this Article X , and (iii) claims arising from fraud.
 
(d)           In making any payments or agreeing to any settlements that would give rise to a claim for indemnification against Roomlinx pursuant to Section 10.2(a)(vii) above, SP shall act in good faith and use commercially reasonable efforts to minimize the amount of claims under Section 10.2(a)(vi). In addition, SP shall keep Roomlinx reasonably informed of activities and decisions likely to give rise to a claim for indemnification under  Section 10.2(a)(vi).
 
Section 10.3      Indemnification by the Surviving Entity
 
(a)           Subject to the limitations set forth herein, the Surviving Entity shall indemnify and hold harmless Roomlinx and the Roomlinx Stockholders and their respective members, managers, officers, directors, employees, successors and assigns (“ Roomlinx Indemnified Parties ”) against and in respect of any and all Losses that arise from or relate or are attributable to (i) any misrepresentation in or breach of any representation or warranty contained in Article VI hereof, (ii) any breach of any covenant or agreement on the part of SP set forth herein or in any other agreement executed in connection herewith to which SP is a party to be performed at or prior to the Closing, (iii) any breach of any covenant or agreement on the part of the Surviving Entity set forth herein to be performed after the Closing or (iv) any Liability to brokers retained by SP in connection with the transactions contemplated by this Agreement.
 
(b)           Notwithstanding the foregoing, the Surviving Entity shall have no obligation to indemnify Roomlinx Indemnified Parties on account of any claim pursuant to clauses (i) and (ii) of Section 10.3(a) (other than indemnification with respect to the Excluded Representations, as to which the Threshold shall not apply) (A) unless and until and only to the extent that the liability of the Surviving Entity in respect of such claims, when aggregated with their liability in respect of all other claims made pursuant to clauses (i) and (ii) of Section 10.3(a), amounts to more than the Threshold and (B) unless such claim is asserted in writing by the Roomlinx Indemnified Party within one (1) year following the Closing Date, whereupon the Surviving Entity shall be liable to pay amounts due pursuant to clauses (i) and (ii) of Section 10.3(a) only in excess of the Threshold.  For the avoidance of doubt, the Threshold shall not apply to payment of amounts due pursuant to Article III of this Agreement or with respect to the Excluded Representations or with respect to claims arising from fraud.
 
(c)           The maximum aggregate liability of the Surviving Entity for any and all claims under clauses (i) and (ii) of Section 10.3(a) shall not exceed the Indemnification Cap, other than with respect to (i) the Excluded Representations, in which case the maximum aggregate liability of the Surviving Entity for any and all claims under this Article X shall not exceed $50,000 and (ii) claims arising from fraud.  For the avoidance of doubt, the maximum liability set forth in this Section 10.3(c) shall not apply to any amounts required to be paid by SP pursuant to Article III of this Agreement and shall not count towards the Threshold or maximum liability amounts to which claims to be paid by SP or the Surviving Entity hereunder (other than payments pursuant to Article III) are subject.
 
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Section 10.4      Indemnification Procedures .
 
(a)            Notice to the Indemnitor .  As soon as reasonably practicable after a Person entitled to indemnification hereunder (an “ Indemnitee ”) has actual knowledge of any claim that it has under this Article X that could reasonably be expected to result in an indemnifiable Loss (a “ Claim ”), and in any event within thirty (30) days of any third party Claim being presented in writing to the Indemnitee by the party making the Claim, the Indemnitee shall give written notice thereof (a “ Claims Notice ”) to the party responsible for the indemnification (the “ Indemnitor ”).  A Claims Notice must describe the Claim in reasonable detail, and indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee.  Notwithstanding the foregoing, no delay in or failure to give a Claims Notice pursuant to this Section 10.4(a) will adversely affect any of the other rights or remedies that the Indemnitee has under this Agreement, or alter or relieve an Indemnitor of its obligation to indemnify the applicable Indemnitee, except to the extent that such delay or failure results in the forfeiture by the Indemnitor of rights or defenses otherwise available to the Indemnitor with respect to such Claim or otherwise materially adversely prejudices the Indemnitor.  The Indemnitor shall respond to the Indemnitee (a “ Claim Response ”) within thirty (30) days (the “ Response Period ”) after the date that the Claims Notice is received (or deemed received) by the Indemnitor.  Any Claim Response must specify whether or not the Indemnitor disputes the Claim described in the Claims Notice.  If the Indemnitor fails to deliver a Claim Response within the Response Period, the Indemnitor will be deemed not to dispute the Claim described in the related Claims Notice.  If the Indemnitor elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice will be conclusively deemed to be an obligation of the relevant Indemnitor, and the relevant Indemnitor shall satisfy such obligation within ten (10) Business Days after the last day of the applicable Response Period the amount specified in the Claims Notice.  If the Indemnitor delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, representatives of the Surviving Entity and Roomlinx shall promptly meet and negotiate in good faith to settle the dispute.  The Surviving Entity and Roomlinx shall cooperate with and make available to the other party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes, except to the extent such disclosure is reasonably likely to, in the disclosing party’s good faith determination, materially compromise the assertion of any attorney-client privilege.  If the Surviving Entity’s representative and Roomlinx’s representative are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either the Surviving Entity or Roomlinx may resort to other legal remedies subject to the limitations set forth in this Article X .

(b)             Right of Parties to Settle or Defend .  In the event of any claim by a third party against an Indemnitee for which indemnification is available hereunder, the Indemnitor has the right, exercisable by written notice to the Indemnitee, within thirty (30) days of receipt of a Notice from the Indemnitor to assume and conduct the defense of such claim (at its sole expense) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee so long as Indemnitor acknowledges in a writing delivered to the Indemnitee that the Indemnitor is obligated to indemnify, defend and hold harmless the Indemnitee under the terms of its indemnification obligations hereunder in connection with such third party claim; provided that if the named parties to such third party claim include both the Indemnitor and the Indemnitee and the Indemnitee has been advised in writing by counsel that there could be a material conflict of interest in the case of joint representation or that there may be a legal defense available to such Indemnitee that is different (in a non de minimis way) from those available to the Indemnitor, the Indemnitee shall be entitled to separate counsel of its own choosing at the Indemnitor’s reasonable expense; and provided further that the Indemnitor shall not be permitted to assume defense of any claim by a third party against an Indemnitee for which indemnification is available hereunder (without the written consent of the Indemnitee) if the third party claimant is seeking injunctive or similar relief that, if obtained, could be materially adverse to the Indemnitee.  If the Indemnitor has assumed such defense as provided in this Section 10.4(b), the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim so long as the Indemnitor actively, diligently and in good faith defends such claim.  If the Indemnitor does not assume the defense of any third party claim in accordance with this Section 10.4(b), the Indemnitee may continue to defend such claim at the sole cost of the Indemnitor (subject to the limitations set forth in this Article X ) and the Indemnitor may still participate in, but not control, the defense of such third party claim at the Indemnitor’s sole cost and expense.  The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed).  Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnitor, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement thereof.  Indemnitee shall not be obligated to consent to any settlement or judgment (i) if it provides for injunctive or other nonmonetary relief affecting the Indemnitee or (ii) unless it includes as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee and its Affiliates of a release from all Liability with respect to such claim or litigation.  In any such third party claim, the party responsible for the defense of such claim (the “ Responsible Party ”) shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all settlement negotiations and offers.  Each Indemnitee shall use all reasonable efforts to make available to the Indemnitor and its representatives, all books, records and personnel of the Indemnitee relating to such third party claim and shall reasonably cooperate with the Indemnitor in the defense of the third party claim.
 
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(c)            Settlement. The Responsible Party shall promptly notify the other party of each settlement offer with respect to a third party claim.  Such other party shall promptly notify the Responsible Party whether or not such party is willing to accept the proposed settlement offer.  If the Indemnitor is willing to accept the proposed settlement offer but the Indemnitee refuses to accept such settlement offer, then if (i) such settlement offer requires only the payment of money damages and provides a complete release of all Indemnitees that are a party to such third party claim and their affiliates with respect to the subject matter thereof and (ii) the Indemnitor agrees in writing that the entire amount of such proposed settlement constitutes Losses for which the relevant Indemnitor is responsible and shall satisfy in full, then the amount payable to the Indemnitees with respect to such third party claim will be limited to the amount of such settlement offer.  If any such settlement offer is made to any claimant and rejected by such claimant, the amount payable to an Indemnitee with respect to such claim will not be limited to the amount of such settlement offer but will remain subject to all other limitations set forth in this Agreement.

Section 10.5      Exclusive Remedy .  If the Closing occurs, the remedies provided for in this Article X are the sole and exclusive remedy for breaches of this Agreement and no other remedy will be had in contract, tort or otherwise, except in cases of fraud and intentional misrepresentation; provided , however , that the foregoing clause of this sentence will not be deemed a waiver by either party of any right to specific performance or injunctive relief.  All claims made prior to the final distribution of the Escrow Fund shall first be satisfied from the Escrow Fund and, to the extent any excess indemnification is owed, from the appropriate Person or Persons hereunder.
 
Section 10.6      Certain Rules .  The indemnification obligations in this Article X are for the benefit of the specified indemnified persons.  Indemnification payments will be treated for tax purposes as adjustments to the Merger Consideration.
 
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ARTICLE XI
 
MISCELLANEOUS
 
Section 11.1      Notices .  All notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed received if delivered personally, sent by overnight courier (providing proof of delivery) or via electronic mail or facsimile (providing proof of receipt) to the parties at respective addresses (or at such other address for a party as specified by like notice):
 
If to SP or, after the Closing, the Surviving Entity:

Signal Point Holdings Corp.
570 Lexington Avenue, 22 nd Floor
New York, NY 10022
Electronic Mail: rpdepalo@optonline.net
Facsimile:   212 253 4170
Attention:  Robert DePalo

with a copy to (which shall not constitute notice):

Davidoff Hutcher & Citron LLP
605 Third Avenue,
New York, NY 10158
Electronic Mail: ehl@dhclegal.com
Facsimile: 212-286-1884
Attention: Elliot Lutzker, Esq.

If to Roomlinx:

Roomlinx, Inc.
11101 W. 120 th Ave., Suite 200
Broomfield, Colorado 80021
Electronic Mail:
Facsimile:                                           
Attention: Michael Wasik

with a copy to (which shall not constitute notice):

Westerman Ball Ederer Miller & Sharfstein, LLP
1201 RXR Plaza
Uniondale, New York 11556
Electronic Mail: aederer@westermanllp.com
Facsimile: (516) 622-9212
Attention: Alan C. Ederer, Esq.

Each such notice, request or communication shall be effective (a) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 11.1 (or in accordance with the latest unrevoked written direction from the receiving party), and (b) if given by electronic mail or facsimile, when such electronic mail or facsimile is transmitted to the electronic mail address or facsimile number specified in this Section 11.1 (or in accordance with the latest unrevoked written direction from the receiving party), and the appropriate confirmation is received.
 
Section 11.2      Severability .  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, such provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
 
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Section 11.3      Counterparts .  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement.  Signatures to this Agreement transmitted by facsimile transmission, electronic mail in “portable document format” (PDF) or any other electronic means shall have the same effect as physical delivery of the paper document bearing the original signature.
 
Section 11.4      Entire Agreement; No Third Party Beneficiaries .  This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person other than the parties, any rights or remedies hereunder; provided, that, nothing herein shall be construed to modify or supersede the Confidentiality Agreement, it being understood that such Confidentiality Agreement shall continue to be in full force and effect in accordance with its terms notwithstanding the execution or termination of this Agreement.
 
Section 11.5      Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to rules governing the conflict of laws.
 
Section 11.6      Consent to Jurisdiction .  Each party hereby irrevocably consents to the exclusive personal jurisdiction of the federal and state courts sitting in New York County, New York with respect to matters arising out of or related to this Agreement.
 
Section 11.7      WAIVER OF JURY TRIAL .  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY FOR ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
 
Section 11.8      Specific Performance .  The parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms.  Accordingly, it is agreed that the parties shall be entitled to seek the remedy of specific performance and an injunction or injunctions to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
 
Section 11.9      Publicity .  Prior to the Closing, none of the parties or their respective Affiliates or Representatives shall issue or cause the publication of any press release or other public announcement or communication with respect to the transactions contemplated by this Agreement without the consent of SP and Roomlinx, except to the minimum extent necessary to comply with the requirements of Applicable Law or the regulations or policies of any securities exchange based on the advice of counsel, in which case the party required to make the release or statement or communication shall allow the other reasonable time to comment on such release or statement or communication in advance of such issuance, disclosure or filing.  Notwithstanding the foregoing, (a) at the Closing, SP and Roomlinx may release a mutually agreed upon joint press release, and (b) nothing in this Section 11.9 shall prohibit any institutional stockholder of SP or Roomlinx or their Affiliates from disclosing to such Person’s Affiliates, limited partners, prospective partners and its representatives the terms of this Agreement provided that the recipient of such information is subject to customary confidentiality and non-disclosure obligations.
 
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Section 11.10      Assignment .  Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties without the prior written consent of each of the other party.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.  Any attempted assignment in violation of the terms of this Section 11.10 shall be null and void, ab initio .
 
Section 11.11      Construction .
 
(a)           The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
 
(b)           References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”.  Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, Schedules, Appendices and Attachments shall be deemed references to Articles and Sections of, and Exhibits, Disclosure Schedules, Appendices and Attachments to, this Agreement.  Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.  Unless otherwise indicated, references in this Agreement to dollars are to United States dollars.  When a reference in this Agreement is made to a “party” or “parties”, such reference shall be to a party or parties to this Agreement unless otherwise indicated.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
 
Section 11.12      Time of Essence .  Each of the parties hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
 
Section 11.13      Extension; Waiver .  At any time prior to either the Closing Date, SP and Roomlinx may: (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) waive compliance by the other parties with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a party to any such extension or waiver shall be valid only if made in accordance with Section 9.2.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.
 
Section 11.14      Election of Remedies .  Neither the exercise of nor the failure to exercise a right, including any right of set-off, or the giving or failure to give notice of a claim under this Agreement will constitute an election of remedies or limit any party in any manner in the enforcement of any other remedies that may be available to any of them, whether at law or in equity.
 
Section 11.15       Further Assurances . Each party shall cooperate with the other party and execute and deliver to the other party such other instruments and documents and take such other actions as may be reasonably requested from time to time by such other party as necessary to carry out, evidence and confirm the intended purposes of this Agreement.  Each party shall bear its own costs and expenses in compliance with this Section 11.15 (other than any reasonable out-of-pocket costs and expenses, which shall be borne by the party making the applicable request).
 
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Section 11.16        Post-Effective Time Access .  Following the Effective Time, SP and Roomlinx shall, and SP shall cause each of its Subsidiaries to, cooperate with and make available to the Stockholder Representative, during normal business hours, all Books and Records, information, agreements and other documents and employees (without substantial disruption of employment) retained and remaining in existence after the Effective Time which the Stockholder Representative considers necessary, useful or desirable in connection with any Tax inquiry, audit, investigation or dispute, the preparation of any Tax return, any litigation or investigation or any other matter requiring any such Books and Records, information, agreements and other documents or employees for any reasonable business purpose.  Books and Records may be destroyed in accordance with the Company’s general document retention policies (copies of which policies will be provided to the Stockholder Representative upon request) unless, prior to destruction, any such Books and Records are requested by the Stockholder Representative, in which event the Books and Records so requested shall be delivered to the Stockholder Representative.   The Stockholder Representative shall bear all of the out-of-pocket costs reasonably incurred in connection with providing such Books and Records, information or employees.  For purposes of this Section 11.16, “ Books and Records ” shall mean all records pertaining to the assets, properties, business, operations, accounts or financial condition of Roomlinx, regardless of whether such books and records are maintained for Tax or financial reporting purposes.
 
Section 11.17        Stockholder Representative .
 
(a)            The Roomlinx Stockholders hereby designate and appoint a representative to act on behalf of the Roomlinx Stockholders for certain limited purposes as specified in this Section 11.17 (the “ Stockholder Representative ”).  The initial Stockholder Representative is Michael Wasik, and such Person hereby accepts such appointment.
 
(b)            The Stockholder Representative is appointed and constituted as agent of the Roomlinx Stockholders to act on their behalf with respect to the matters contemplated by this Agreement and the transactions contemplated hereby, including giving and receiving notices and communications, executing, delivering and authorizing the disposition of escrow funds in accordance herewith, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts and other instruments contemplated by or deemed advisable by the Stockholder Representative.  The Stockholder Representative shall not receive any compensation for its services hereunder.
 
(c)            Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Roomlinx Stockholder.  A decision, act, consent, notice or other instruction signed by the Stockholder Representative (i) shall constitute a decision, act, consent, notice or other instruction by all Roomlinx Stockholders, (ii) shall be final, binding and conclusive upon all Roomlinx Stockholders and (iii) may be relied upon by SP and the Company.
 
(d)            The Stockholder Representative will have no liability to SP, the Company or the Roomlinx Stockholders with respect to actions taken or omitted to be taken in its capacity as Stockholder Representative, except with respect to any liability resulting from the Stockholder Representative’s gross negligence or willful misconduct.
 
[SIGNATURES APPEAR ON FOLLOWING PAGES.]
 
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.
 
SP:
   
ROOMLINX:
 
     
Signal Point Holdings Corp.
 
Roomlinx, Inc.
     
By: /s/ Robert DePalo
 
By:  /s/ Michael Wasik
     
Name:  Robert DePalo
 
Name: Michael Wasik
Title:    Chief Executive Officer
 
Title: Chief Executive Officer
     
   
ROOMLINX MERGER CORP.
     
   
By: /s/ Michael Wasik
     
   
Name: Michael Wasik
   
Title: Chief Executive Officer
 
 

 

 
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