ex10_1.htm


    
      

    

     

    Exhibit
10.1

      


      ROOMLINX,
INC.

       

      SECURITIES PURCHASE
AGREEMENT

       

      This
Securities Purchase Agreement (this “Agreement”) is made
as of July 31, 2008 by and among RoomLinX, Inc., a Nevada corporation (the
“Company”), and
the investors signatory hereto.

      


      In
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

      


      1.            
Purchase
and Sale of
Securities.

       

      1.1           Series C
Preferred Stock Sale and
Issuance; Warrant Issuance; Preferred Stock Terms. 

       

      (a)           Subject
to the terms and conditions of this Agreement and in reliance on the
representations and warranties set forth or referred to herein, the Company
hereby agrees to sell and issue to each investor signatory hereto (collectively,
the "Investors", and each,
individually an "Investor"), and each
Investor hereby severally agrees to purchase from the Company, the number of
shares of Series C Preferred Stock of the Company, par value $.20 per share
(“Series C
Stock”), set forth on the signature pages hereto at a purchase price of
$2,500.00 per share of Series C Stock (the “Purchase
Price”).  Upon the occurrence of the Triggering Event (as
hereinafter defined), each share of Series C Stock will automatically convert
into 100,000 shares of Common Stock of the Company, par value $.001 per share
("Common
Stock").  The aggregate number of shares of Series C Stock
being sold to all Investors hereunder is 1,000 shares and  the
aggregate Purchase Price for such shares is $2,500,000 and the aggregate number
of shares of Common Stock issuable upon the conversion of all Series C Stock
being sold to all Investors hereunder is 100,000,000 (the “Common Stock Conversion
Shares”).

       

      (b)           In
connection with the purchase and sale of the Series C Stock hereunder, the
Company agrees to issue to each Investor (i) a warrant, exercisable for a three
year period, to purchase up to that number of shares of Series C Stock set
forth on the signature pages hereto (the “Series C-1 Warrant”)
at an exercise price of $4,000.00 per share of Series C Stock, in the form
attached hereto as Exhibit A-1
providing, among other things, that upon the occurrence of the Triggering Event,
the Investor’s unexercised right thereunder to purchase Series C Stock shall
terminate and be converted into a right entitling the Investor to purchase a
number of shares of Common Stock equal 100,000 times the number of shares of
Series C Stock it was previously exercisable for at an exercise price of $.04
per share of Common Stock (the “Common Stock Series C-1
Warrant Shares”) and (ii) a warrant, exercisable for a three year period,
to purchase up to that number of shares of Series C Stock set forth on the
signature pages hereto (the “Series C-2 Warrant”;
together with the Series C-1 Warrant, the “Warrants”, and
collectively with the Series C Stock being purchased pursuant to Section 1.1(a),
the Common Stock Conversion Shares and the Common Stock Warrant Shares (as
defined below), collectively, the “Securities”) at an
exercise price of $6,000.00 per share of Series C Stock, in the form attached
hereto as Exhibit
A-2 providing, among other things, that upon the occurrence of the
Triggering Event, the Investor’s unexercised right thereunder to purchase Series
C Stock shall terminate and be converted into a right entitling the Investor to
purchase a number of shares of Common Stock equal to 100,000 times the number of
shares of Series C Stock it was previously exercisable for at an exercise price
of $.06 per share of Common Stock (the “Common Stock Series C-2
Warrant Shares”; together with the Common Stock Series C-1 Warrant
Shares, the “Common
Stock Warrant Shares”), subject to adjustment as provided in the
Certificate of Designations of the Series C Stock.

       

      
        
           


        

        
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      (c)           The
terms, relative rights, preferences and limitations of the Series C Stock
(“Preferred Stock
Terms”) being purchased pursuant to Section 1.1(a) and which may be
purchased upon exercise of the Warrants referred to in Section 1.1(b) are as set
forth in Exhibit
B attached hereto.

       

      1.2           Closing.  The closing of
the purchase, sale and issuance of the Securities hereunder shall take place at
the offices of Westerman Ball Ederer Miller & Sharfstein, LLP (“WBEMS”), 170 Old
Country Road, Fourth Floor, Mineola, New York 11501, simultaneous with the
execution hereof (the "Closing").  At
the Closing, the Company shall deliver to the Investors (i) duly executed stock
certificates representing the shares of Series C Stock being purchased pursuant
to Section 1.1(a) hereof, (ii) the duly executed Warrants to be delivered
thereat pursuant to Section 1.1(b) hereof, all against delivery by the Investors
to the Company of the Purchase Price by wire transfer of the amount thereof to
the Company’s account or by such other method agreed to between the Investors
and the Company and (iii) a legal opinion, issued by counsel to the Company, in
a form acceptable to the Investors.

       

      1.3           Defined
Terms Used in this Agreement.  In addition to
the terms defined elsewhere in this Agreement, the following terms used in this
Agreement shall be construed to have the meanings set forth below.

       

      “Material Adverse
Effect” means any of (i) a material and adverse effect on the legality,
validity or enforceability of this Agreement or the Registration Rights
Agreement, (ii) a material and adverse effect on the results of operations,
assets, properties, prospects, business or condition (financial or otherwise) of
the Company and its subsidiaries, taken as a whole, or (iii) a material and
adverse impairment to the Company’s ability to perform on a timely basis its
obligations under this Agreement or the Registration Rights
Agreement.

       

      “Securities Act” means
the Securities Act of 1933, as amended.

       

      “Subsidiary” of the Company means any
“subsidiary” as defined in Rule 1-02(x) of the Regulation S-X promulgated by the
Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended.

       

      “Triggering Event”
means the delivery from the Company to the Investors of a written certification
that it has available for issuance and approved and reserved for issuance from
its authorized and unissued Common Stock a sufficient number of shares of Common
Stock to provide for the issuance of the Common Stock Conversion Shares and
Common Stock Warrant Shares, as evidenced by an amended Certificate of
Incorporation certified by the Secretary of State of the State of Nevada and a
filing of a Current Report on Form 8-K by the Company with the Securities and
Exchange Commission disclosing such amendment (collectively, the "Charter
Amendment").

       

      
        
           


        

        
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      2.          
  Representations
and Warranties of the Company.  The Company
hereby represents and warrants to the Investors that:

       

      2.1           Organization,
Good Standing and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite corporate power and authority to
carry on its business as presently conducted or proposed to be
conducted.  The Company is duly qualified to transact business and is
in good standing in each jurisdiction in which the failure so to qualify would
have a Material Adverse Effect.

       

      2.2           Capitalization.  As of the date
hereof, the authorized capital stock of the Company consists of:

       

      (a)           5,000,000
shares of preferred stock, par value $.20 per share (“Preferred Stock”), of
which 720,000 shares have been designated as Series A Preferred Stock, all
of which are issued and outstanding, and of which 2,000,000 shares have been
designated Series B Preferred Stock, none of which are issued and
outstanding immediately prior to the execution hereof.  The rights,
privileges and preferences of the Series A Preferred Stock are as stated in the
Articles of Incorporation of the Company.  All of the outstanding
shares of Preferred Stock have been duly authorized, are fully paid and
nonassessable.

       

      (b)           245,000,000
shares of Common Stock, par value $.001 per share, 154,463,479 shares of which
are issued and outstanding.  All of the outstanding shares of Common
Stock have been duly authorized, are fully paid and nonassessable.

       

      2.3           Authorization.  All corporate
action on the part of the Company necessary for the authorization, execution and
delivery of this Agreement and the authorization, issuance and delivery of the
Securities has been taken except for the attainment of the Charter Amendment,
and this Agreement, when executed and delivered by the Company and assuming due
execution and delivery by the Investor, shall constitute a valid and legally
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general
application relating to or affecting the enforcement of creditors’ rights
generally, and as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.

       

      2.4           Valid
Issuance of Securities.  The Securities,
when issued, sold and delivered in accordance with the terms hereof for the
consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on
transfer under applicable state and federal securities laws.

       

      2.5           No
Conflicts.  The execution, delivery and performance of this
Agreement and the Registration Rights Agreement (collectively, the "Transaction
Documents") by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company's or any Subsidiary's certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company or a Subsidiary is bound or affected; except in the case of each of
clauses (ii) and (iii), such as could not, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse
Effect.

       

      
        
           


        

        
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      2.6           Filings,
Consents and Approvals.  The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than
(i) the filing with the Commission of one or more Registration Statements in
accordance with the requirements of the Registration Rights Agreement, (ii)
filings required by state securities laws, (iii) the filing of a Notice of Sale
of Securities on Form D with the Commission under Regulation D of the Securities
Act, (iv) the filings required in accordance with Section 4.18, (v) filings
required in connection with the Charter Amendment, and (vi) those that have been
made or obtained prior to the date of this Agreement.

       

      2.7           SEC
Reports; Financial Statements.  The Company has filed all
reports required to be filed by it under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing
materials together with all other reports filed by the Company with the
Commission since December 31, 2006 being collectively referred to herein as the
"SEC Reports" and,
together with the Schedules to this Agreement (if any), the "Disclosure Materials")
through the year ended December 31, 2006.  As of their respective
dates, the SEC Reports filed by the Company with the Commission complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and
none of the SEC Reports filed by the Company with the Commission, when 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.  The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing.  Such financial statements
have been prepared in accordance with United States Generally Accepted
Accounting Principles ("GAAP") applied on a
consistent basis during the periods involved, except as may be otherwise
specified in such financial statements or the notes thereto, and fairly present
in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit
adjustments.

       

      2.8           Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as set forth in the SEC
Reports, (i) the Company has not altered its method of accounting or the
identity of its auditors, (ii) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock, and (iii) the Company has not issued any equity
securities.  The Company does not have pending before the Commission
any request for confidential treatment of information.

       

      
        
           


        

        
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      2.9           Litigation.  There
is no action which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any Subsidiary, nor any director or
officer thereof (in his or her capacity as such), is or has been the subject of
any action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.  There has not
been, and to the knowledge of the Company, there is not pending any
investigation by the Commission involving the Company or any current or former
director or officer of the Company (in his or her capacity as
such).

       

      2.10         Compliance.  Neither
the Company nor any Subsidiary (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body, or (iii) is or has been in violation of any
statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as could not,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect.

       

      2.11         Regulatory
Permits.  The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such permits could
not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, and neither the Company nor any Subsidiary has
received any notice of proceedings relating to the revocation or modification of
any such permits.

       

      2.12         Patents
and Trademarks.  The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that are necessary or material for use in connection with their
respective businesses as described in the SEC Reports and which the failure to
so have could, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect (collectively, the "Intellectual Property
Rights").  Neither the Company nor any Subsidiary has received
a written notice that the Intellectual Property Rights used by the Company or
any Subsidiary violates or infringes upon the rights of any
Person.  To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.

       

      
        
           


        

        
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      2.13         Insurance.  The
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged.  The Company has no reason to believe that it will not be
able to renew its and the Subsidiaries’ existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business on terms consistent with market for the
Company’s and such Subsidiaries’ respective lines of business.  Schedule 2.13 lists
and describes all insurance policies maintained by the Company.

       

      2.14         Transactions
With Affiliates and Employees.  Except as set forth in the SEC
Reports, none of the officers or directors of the Company and, to the knowledge
of the Company, none of the employees of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or
partner.

       

      2.15         Certain
Registration Matters. Assuming the accuracy of the Investors’
representations and warranties set forth in Section 3, no registration under the
Securities Act is required for the offer and sale of the Securities by the
Company to the Investors under the Transaction Documents.  Except as
set forth on Schedule
2.15, the Company has not granted or agreed to grant to any person any
rights (including "piggy-back" registration rights) to have any securities of
the Company registered with the Commission or any other governmental authority
that have not been satisfied.

       

      2.16         Investment
Company.  The Company is not, and is not an affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as
amended.

       

      2.17         Application
of Takeover Protections.  The Company has taken all necessary
action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company's
Certificate of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to the Investors as a
result of the Investors and the Company fulfilling their obligations or
exercising their rights under the Transaction Documents, including, without
limitation, the Company's issuance of the Securities and the Investors'
ownership of the Securities.

       

      2.18         Certain
Fees.  No brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other person with respect to
the transactions contemplated by this Agreement.  The Investors shall
have no obligation with respect to any fees or with respect to any claims (other
than such fees or commissions owed by an Investor pursuant to written agreements
executed by such Investor which fees or commissions shall be the sole
responsibility of such Investor) made by or on behalf of other persons for fees
of a type contemplated in this Section that may be due in connection with the
transactions contemplated by this Agreement.

       

      
        
           


        

        
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      2.19         General
Solicitation.  The Company has not offered or sold the
Securities by means of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

       

      2.20         Foreign
Corrupt Practices Act.  Neither the Company nor to the
knowledge of the Company, any agent or other person acting on behalf of the
Company, has, directly or indirectly, (i) used any funds, or will use any
proceeds from the sale of the Securities, for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on the Company's
behalf of which the Company is aware) or any members of their respective
management which is in violation of any legal requirement, or (iv) has violated
in any material respect any provision of the Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder.

       

      2.21         Disclosure.  All
disclosure provided to the Investors regarding the Company and its businesses
and the transactions contemplated hereby, furnished by or on behalf of the
Company (including their respective representations and warranties set forth in
this Agreement and the disclosure set forth in any diligence report or business
plan provided by the Company or any person acting on the Company’s behalf) are
true and correct and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.

       

      3.          
  Representations
and Warranties of the Investors.  The Investors
hereby represent and warrant to the Company that:

       

      3.1           Authorization.  The Investors
have full power and authority to enter into this Agreement.  This
Agreement, when executed and delivered by the Investors, will constitute a valid
and legally binding obligation of the Investors, enforceable in accordance with
its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other laws of general
application affecting enforcement of creditors’ rights generally, and as limited
by laws relating to the availability of a specific performance, injunctive
relief, or other equitable remedies.

       

      3.2           Disclosure
of Information.  The Investors
have had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Securities with the
Company’s management and have had an opportunity to review the Company’s
facilities and has had all questions related thereto answered to the full
satisfaction of the Investor.  The Investors understand that such
discussions and any written information delivered by the Company to the
Investors were intended to describe the aspects of the Company’s business which
the Investors believe to be material. The Investors understand
that no person other than the Company has been authorized to make any
representation and if made, such representation may not be relied
on.  The Company has not, however, rendered any investment advice to
the Investors with respect to the suitability of the purchase of any of the
Securities or an investment in the Company.

       

      
        
           


        

        
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      3.3           Restricted
Securities.  The Investors
understand that the Securities have not been, and will not be, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Investors’
representations as expressed herein.  The Investors understand that
the Securities are “restricted securities” under applicable U.S. federal and
state securities laws and that, pursuant to these laws, the Investors must hold
the Securities indefinitely unless they
are registered with the Commission and qualified by state authorities, or an
exemption from such registration and qualification requirements is
available.  The Investors acknowledge that the Company has no
obligation to register or qualify the Securities for resale except as set forth
in Section 4.2 hereof.  The Investors further acknowledge that if an
exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of
sale, the holding period for the Securities, and on requirements relating to the
Company which are outside of the Investors’ control, and, other than its
obligation to timely file periodic reports in accordance with the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which
the Company is under no obligation and may not be able to satisfy. Subject
to the foregoing, nothing contained herein shall be deemed a representation or
warranty by any Investor to hold the Securities for any period of
time.

       

      3.4           No
Need for Liquidity.
The Investors have no need for liquidity in connection with its purchase
of the Securities.  The Investors have the ability to bear the
economic risks of the Investors’ purchase of the Securities for an indefinite
period to time.

       

      3.5           Legends.  The Investor
understands that the Securities and any securities issued in respect of or
exchange for the Securities, may bear one or all of the following
legends:

       

      (a)           “THESE
SECURITIES AND THE UNDERLYING SHARES OF SERIES C STOCK AND COMMON STOCK HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE
501(a) UNDER THE SECURITIES ACT.”

       

      (b)           Any
legend required by the securities laws of any state to the extent such laws are
applicable to the shares represented by the certificate so
legended.

       

      
        
           


        

        
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      3.6           Accredited
Investor.  Each of the
Investors is an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act (an “Accredited Investor”)
and, if an entity, either (i) was not organized for the specific purpose of
acquiring the Securities or (ii) each of its equity owners, members or partners,
as the case may be, is an Accredited Investor.

       

      3.7           Foreign
Investors.  If an Investor is
not a United States person (as defined by Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended), such Investor hereby represents that
it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Securities
or any use of this Agreement, including (i) the legal requirements within
its jurisdiction for the purchase of the Securities, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale, or transfer of the Securities.  Such Investor’s
subscription and payment for and continued beneficial ownership of the
Securities, will not violate any applicable securities or other laws of the
Investor’s jurisdiction.

       

      3.8           Brokers;
No General Solicitation. No finder or broker was
or is engaged by the Investor in connection with the entering into of this
Agreement by the Company and the Investor.  Such Investor is not
purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general
advertisement.

       

      4.          
  Miscellaneous.

       

      4.1           Indemnification of
Investors.  In addition to the indemnity provided in the
Registration Rights Agreement, the Company will indemnify and hold the Investors
and their directors, officers, shareholders, partners, employees and agents
(each, an “Investor Party”) harmless from any and all
losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Investor
Party may suffer or incur as a result of or relating to any misrepresentation,
breach or inaccuracy of any representation, warranty, covenant or agreement made
by the Company in any Transaction Document.  In addition to the
indemnity contained herein, the Company will reimburse each Investor Party for
its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred.  Except as
otherwise set forth herein, the mechanics and procedures with respect to the
rights and obligations under this Section 4.1 shall be the same as those set
forth in Section 5 of the Registration Rights Agreement.

       

      4.2           Registration
Rights.  The Company and
the Investors, concurrently with the execution of this Agreement, shall enter
into the Registration Rights Agreement in the form attached hereto as Exhibit
C.

       

      


      4.3           Trading
Restrictions.  The Investors
will not short sell any of the Company's Common Stock until the first to occur
of (i) the Effective Date (as defined in the Registration Rights Agreement) and
(ii) the six month anniversary of the date hereof.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      4.4           Board of
Directors. Prior to the date of
this Agreement, the Company shall have received from Messrs. Bordes and Hunt
their resignation from the Board of Directors of the Company and effective as of
the Closing, the Board of Directors consist of one director designated by Mr.
Michael Wasik, the Company’s Chief Executive Officer, one director designated by
the Investors (which director shall be Judson Just), and a third director being
Christopher Blisard.

       

      4.5           Furnishing of
Information.  The Company will use its reasonable best efforts
to make all filings with the Commission required by the Exchange Act such that
it will be current with all such securities filings as soon as is reasonably
possible, but not later than January 31, 2009, which filings include, but are
not limited to, the Company's Annual Report on Form 10-K for the year ended
December 31, 2007 and Quarterly Reports on Form 10-Q for all required
periods.  Following January 31, 2009, or such earlier date as the
Company is current in filing its periodic reports with the Commission, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act.  As long
as any Investor owns Securities, if the Company is not required to file reports
pursuant to such laws, it will prepare and furnish to the Investors and make
publicly available in accordance with Rule 144(c) such information as is
required for the Investors to sell the Common Stock Conversion Shares and Common
Stock Warrant Shares under Rule 144.  The Company further covenants
that it will take such further action as any holder of Securities may reasonably
request, all to the extent required from time to time to enable such person to
sell the Common Stock Conversion Shares and Common Stock Warrant Shares without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.  The Company shall use its reasonable best
efforts to file an application to list its securities on the OTC Bulletin Board
as soon as permitted under applicable rules so that its Common Stock is listed
on the OTC Bulletin Board, it being acknowledged by the parties hereto that in
order to do so, the Company will need to be current in its filings with the
Commission in accordance with this Section.  Further, the Company
shall use its reasonable best efforts to cause the Charter Amendment to occur by
the date set forth herein.

       

      4.6           Integration.  The
Company shall not, and shall use its best efforts to ensure that no affiliate of
the Company shall, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a
manner that would require the registration under the Securities Act of the sale
of the Securities to the Investors, or that would be integrated with the offer
or sale of the Securities for purposes of the rules and regulations of any
trading market in a manner that would require stockholder approval of the sale
of the Securities to the Investors.

       

      4.7           Subsequent
Registrations.  Other than pursuant to the Registration
Statement (as defined in the Registration Rights Agreement), prior to the
Effective Date, the Company may not file any registration statement (other than
on Form S-8)  with the Commission with respect to any securities of
the Company.  The Investors agree that the Common Stock set forth on
Schedule 2.15
may be included on the registration statement filed by the Company registering
the resale of the Common Stock Conversion Shares and Common Stock Warrant
Shares.

       

      4.8           Limitation
on Issuance of Future Priced Securities.  During the six months
following the Closing, the Company shall not issue any “Future Priced
Securities” as such term is described by NASD IM-4350-1.

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      4.9           Acknowledgment
of Dilution.  The Company acknowledges that the issuance of
Common Stock Conversion Shares upon conversion of the Series C Stock and Common
Stock Warrant Shares upon exercise of the Warrants will result in dilution of
the outstanding shares of Common Stock, which dilution may be
substantial.  The Company further acknowledges that its obligation to
honor conversions under the Series C Stock is unconditional and absolute and not
subject to any right of set off, counterclaim, delay or reduction, regardless of
the effect of any such dilution or any claim that the Company may have against
any Investor.

       

      4.10         Reservation
of Shares.  Following the Triggering Event, the Company shall
maintain a reserve from its duly authorized shares of Common Stock to comply
with its exercise obligations under the Warrants.  If on any date
following the Triggering Event the Company would be, if notice of conversion
were to be delivered on such date, precluded from issuing the number of Common
Stock Warrant Shares issuable upon exercise in full of the Warrants (in each
case, without regard to any exercise caps or other limitation thereunder), due
to the unavailability of a sufficient number of authorized but unissued or
reserved shares of Common Stock, then the Board of Directors of the Company
shall promptly prepare and mail to the stockholders of the Company proxy
materials or other applicable materials requesting authorization to amend the
Company’s certificate of incorporation or other organizational document to
increase the number of shares of Common Stock which the Company is authorized to
issue so as to provide enough shares for issuance of the Common Stock Warrant
Shares.  In connection therewith, the Board of Directors shall (a)
adopt proper resolutions authorizing such increase, (b) recommend to and
otherwise use its best efforts to promptly and duly obtain stockholder approval
to carry out such resolutions (and hold a special meeting of the stockholders as
soon as practicable, but in any event not later than the 60th day
after delivery of the proxy or other applicable materials relating to such
meeting) and (c) within five Business Days of obtaining such stockholder
authorization, file an appropriate amendment to the Company’s certificate of
incorporation or other organizational document to evidence such
increase.

       

      4.11         Conversion
Procedures.  The form of Notice of Exercise included in the
Warrants sets forth the totality of the procedures required by the Investors in
order to convert the Warrants.  The Company shall honor exercises of
Warrants and shall deliver Common Stock Warrant Shares in accordance with the
terms, conditions and time periods set forth in the Warrants.

       

      4.12         Limitation
of Liability.  Notwithstanding anything herein to the contrary,
the Company acknowledges and agrees that the liability of an Investor arising
directly or indirectly, under any Transaction Document of any and every nature
whatsoever shall be satisfied solely out of the assets of such Investor, and
that no trustee, officer, other investment vehicle or any other affiliate of
such Investor or any investor, stockholder or holder of shares of beneficial
interest of such a Investor shall be personally liable for any liabilities of
such Investor.

       

      4.13         Successors
and Assigns.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      4.14         Governing
Law.  This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance
with the laws of the State of New York, without giving effect to principles of
conflicts of law.

       

      4.15         Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

       

      4.16         Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

       

      4.17         Notices.  Any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier or
sent by fax (upon customary confirmation of receipt), or 48 hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, addressed to the party to be notified at such party’s address as set
forth on the signature page hereto, or as subsequently modified by written
notice, and if to the Company, with a copy to Westerman Ball Ederer Miller and
Sharfstein, LLP, 170 Old Country Road, Suite 400, Mineola, New York 11501,
Attn: Alan Ederer, Esq., and if to an Investor, to the address specified on such
Investor's signature page hereto, with a copy to Winston & Strawn LLP, 35
West Wacker Drive, Chicago, Illinois 60601, Attention:  Wesley G.
Nissen, Esq., Facsimile Number:  (312) 558-5700 and Winston &
Strawn LLP, 200 Park Avenue, New York, New York 10166,
Attention:  Eric L. Cohen, Esq., Facsimile Number:  (212)
294-4700.

       

      4.18         Securities
Laws Disclosure.  By 5:30 p.m. (New York time) on the Trading
Day following the Closing, the Company will file a Current Report on Form 8-K,
disclosing the material terms of this Agreement and the Registration Rights
Agreement (and attach as exhibits thereto this Agreement and the Registration
Rights Agreement) and the Closing.  The Company covenants that
following such disclosure, the Investors shall no longer be in possession of any
material, non-public information with respect to the Company.  In
addition, the Company will make such other filings and notices in the manner and
time required by the Commission.  Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Investor, or include the
name of any Investor in any filing with the Commission (other than the
registration statement to be filed in accordance with the Registration Rights
Agreement and any exhibits to filings made in respect of this transaction in
accordance with periodic filing requirements under the Securities Exchange Act
of 1934, as amended) or any regulatory agency, without the prior written consent
of such Investor, except to the extent such disclosure is required by
law.

       

      4.19         Use of
Proceeds. The Company will use
the aggregate Purchase Price received by the Company hereunder for working
capital purposes and to provide for the payment of audit and other professional
services with the intent to make the Company current with its filing
requirements under U.S. securities laws and to provide for expansion of the
Company’s business and not for the satisfaction of any portion of the Company's
debt (other than
payment of trade payables and accrued expenses in the ordinary course of the
Company’s business and consistent with prior practices), or to redeem any Common
Stock or Common Stock equivalents or engage in any related party
transaction.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      4.20         Action by
Investors. Whenever any and all actions of any type are taken by the
Investors hereunder, all such actions, including amendments to this Agreement,
shall be taken only upon the agreement thereto by Investors holding in the
aggregate more than fifty (50%) percent of the then outstanding shares of Series
C Stock, prior to the Triggering Event, and Common Stock Conversion Shares,
following the Triggering Event.

       

      4.21         Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements relating
to the subject matter hereof existing between the parties hereto are expressly
canceled.

       

      4.22         Fees and
Expenses.  At the Closing, the Company shall reimburse Matthew
Hulsizer and Jennifer Just, jointly, up to $15,000 for their legal fees in
connection with the transactions contemplated by the Transaction Documents
(Matthew Hulsizer and Jennifer Just, jointly, may deduct such amount from the
investment amount deliverable to the Company at Closing), it being understood
that Winston & Strawn LLP has not rendered legal advice to the Company in
connection with the transactions contemplated hereby, and that the Company has
relied for such matters on the advice of its own counsel.  Except as
specified in the immediately preceding sentence, each party shall pay the fees
and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of the Transaction
Documents.  The Company shall pay all stamp and other taxes and duties
levied in connection with the sale of the Securities.  In the event
that any waivers or amendments are required with respect to any Transaction
Document or the transactions contemplated thereby, the Company covenants to
reimburse Matthew Hulsizer and Jennifer Just, jointly, for reasonable
legal expenses incurred in connection therewith.

       

       [SIGNATURE
PAGES FOLLOW]

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as
of the date first written above.

       

      
        	 
      	
                THE
      COMPANY:

              
	 	 
	 
      	
                RoomLinX,
      Inc.

              
	 	 
	 
      	
                By:

              	
                /s/ Michael S. Wasik

              
	 
      	
                Name:

              	
                Michael S. Wasik

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      
	 
      	
                2150
      W. 6th
      Ave., Unit N

              
	 
      	
                Broomfield,
      CO 80020

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      INVESTORS:

              
	 	 
	 
      	
                Matthew
      Hulsizer and Jennifer Just, jointly

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Matthew Hulsizer

              
	 
      	 
      	
                Name:

              	
                Matthew Hulsizer

              
	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jennifer Just

              
	 
      	 
      	
                Name:

              	
                Jennifer
      Just

              
	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of Series C Preferred Stock Purchased: 920

              
	 
      	 
      	 
      	 
      
	 
      	
                Total
      Purchase Price: $2,300,000.00

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-1 Warrants: 184

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-2 Warrants: 184

              


      

      


      


      [Signature
Page to RoomLinX Securities Purchase Agreement]


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        	 
      	
                THE INVESTORS
      (continued):

              
	 	 
	 
      	
                Hulsizer
      Descendant Trust

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Matthew Hulsizer

              
	 
      	 
      	
                Name:

              	
                Matthew Hulsizer

              
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of Series C Preferred Stock Purchased: 40

              
	 
      	 
      	 
      	 
      
	 
      	
                Total
      Purchase Price: $100,000.00

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-1 Warrants: 8

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-2 Warrants: 8

              
	 
      	 
      	 
      	 
      
	 
      	
                Just
      Descendant Trust

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jennifer Just

              
	 
      	 
      	
                Name:

              	
                Jennifer
      Just

              
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of Series C Preferred Stock Purchased: 40

              
	 
      	 
      	 
      	 
      
	 
      	
                Total
      Purchase Price: $100,000.00

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-1 Warrants: 8

              
	 
      	 
      	 
      	 
      
	 
      	
                Number
      of Shares of  Series C Preferred Stock
  Underlying

              
	 
      	
                Series
      C-2 Warrants: 8

              


      

      


      [Signature
Page to RoomLinX Securities Purchase Agreement]


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      EXHIBIT
A-1

      FORM OF
SERIES C-1 WARRANT

      ROOMLINX,
INC.

       

      WARRANT
(SERIES C-1)

       

      THESE
SECURITIES AND THE UNDERLYING SHARES OF SERIES C STOCK AND COMMON STOCK HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

       

      STOCK
PURCHASE WARRANT

       

      To
Purchase up to _______Shares of Series C Preferred Stock or up to ___________
Shares of Common Stock of RoomLinX, Inc.

       

      THIS
STOCK PURCHASE WARRANT CERTIFIES that, for value received,
_________________________ (the “Holder”), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the “Initial Exercise Date”) and on or
prior to the close of business on the third (3rd)  anniversary
of the Initial Exercise Date (the “Termination Date”) but not thereafter, to
subscribe for and acquire from RoomLinX, Inc., a Nevada corporation (the
“Company”), _________ shares of Series C Preferred Stock, par value $.20 per
share (“Series C Stock”) (the “Series C Warrant Shares”) at a purchase price of
$4,000 per share of
Series C Stock (the “Series C Exercise Price”); provided, however, that upon
the occurrence of the Triggering Event (as hereinafter defined), the Holder’s
unexercised right hereunder to subscribe for and purchase Series C Stock shall
immediately be converted into a right entitling the Holder, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
to subscribe for and purchase from the Company _________ shares of common stock
of the Company, par value $.001 per share (“Common Stock”) (the “Common Stock
Warrant Shares”; collectively with the Series C Warrant Shares, the “Warrant
Shares”).  The purchase price of one share of Common Stock (the
“Common Stock Exercise Price”) under this Warrant shall be $.04, subject to adjustment in
accordance with Section 10.  References herein to the Warrant Shares
shall be deemed references to the Series C Warrant Shares and/or the Common
Stock Warrant Shares, as applicable, and references herein to the Exercise Price
shall be deemed references to the Series C Exercise Price and/or the Common
Stock Exercise Price, as applicable.  For purposes hereof, the “Triggering Event” means the
delivery from the Company to the Holder of a written certification that it has
available for issuance and approved and reserved for issuance from its
authorized and unissued Common Stock a sufficient number of shares of Common
Stock to provide for the issuance of the Common Stock Conversion Shares and
Common Stock Warrant Shares, as evidenced by an amended Certificate of
Incorporation certified by the Secretary of State of the State of Nevada and a
filing by the Company with the Securities and Exchange Commission disclosing
such amendment (collectively, the "Charter Amendment").  The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided
herein.  

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Section 1. Authorization of
Shares.  The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant
in accordance with the provisions of this Warrant, be duly authorized, validly
issued, fully paid and non assessable and free from all taxes, liens and charges
in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).

       

      Section 2. Exercise of
Warrant.

       

      (a)           Except
as provided in Section 3 herein, exercise of the purchase rights represented by
this Warrant may be made at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by the surrender of this Warrant and
delivery of the Notice of Exercise form annexed hereto duly executed, at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such
Holder appearing on the books of the Company) and upon payment of the Exercise
Price of the Warrant Shares thereby purchased by wire transfer or cashier’s
check drawn on a United States bank, the Holder shall be entitled to receive a
certificate for the number of Warrant Shares so
purchased.  Certificates for shares purchased hereunder shall be
delivered to the Holder within three (3) business days after the date on which
this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price and all taxes required to be paid by the
Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have
been paid.  If the Company fails to deliver to the Holder a
certificate or certificates representing the Warrant Shares pursuant to this
Section 2(a) by the fifth business day after the date of exercise, then the
Holder will have the right to rescind such exercise.

       

      (b)           Notwithstanding
the foregoing, at any time as the Warrant is exercisable, in lieu of the payment
methods set forth in Section 2(a) above, the Holder may exchange all or some of
the Warrant for Common Stock Warrant Shares equal to the value of the amount of
the Warrant being exchanged on the date of exchange. If the Holder makes such a
request, the Holder shall tender to the Company the Warrant for the amount being
exchanged, along with written notice of the Holder's election to exchange some
or all of the Warrant, and the Company shall issue to the Holder the number of
Common Stock Warrant Shares computed using the following formula:

      


      X = Y (A-B)

                 
A

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Where:

      


      X = the
number of Common Stock Warrant Shares to be issued to the Holder;

      


      Y = the
total number of Common Stock Warrant Shares as to which this Warrant is being
exercised;

      


      A = the
closing price of the Common Stock on the trading day immediately preceding the
Date of Exercise; and

      


      B = the
Purchase Price of one Common Stock Warrant Share (as adjusted to the date of
such calculation).

      


      All
references herein to an "exercise" of the Warrant shall include an exchange
pursuant to this Section 2(b).

      


      (c)           If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
provided that this Warrant has been surrendered to the Company, deliver to
Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.  Notwithstanding the
foregoing, any failure by the Company to deliver a new warrant in accordance
with this Section shall not impair in any way the Holder's exercise or other
rights hereunder, and any requirement that Holder deliver a Warrant for exercise
shall be waived until such time as the Company deliver such
Warrant.

       

      (d)           The
Company's obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

       

      Section 3. No Fractional
Shares or Scrip.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant.

       

      Section 4. Charges, Taxes
and Expenses.  Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate to the
Holder, all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Section 5. Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

       

      Section 6. Transfer,
Division and Combination.

       

      (a)           Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 6(e) hereof, this Warrant and all rights hereunder are transferable,
in whole or, upon occurrence of the Triggering Event, in part, upon surrender of
this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer.  Upon such
surrender and, if required, such payment, the Company shall promptly (but in any
event, within 5 business days) execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall promptly (but in any
event, within 5 days) issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be
cancelled.  A Warrant, if properly assigned, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant
issued.

       

      (b)           This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to compliance
with Section 6(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

       

      (c)           The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 6.

       

      (d)           The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.

       

      (e)           If,
at the time of the surrender of this Warrant in connection with any transfer of
this Warrant, other than a transfer to an affiliate of such Holder, the transfer
of this Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue
sky laws, the Company may require, as a condition of allowing such transfer, (i)
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws
and (ii) that the holder or transferee execute and deliver to the Company an
investment intent letter in form and substance reasonably acceptable to the
Company.

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      Section 7. No Rights as
Shareholder until Exercise.  This Warrant does not entitle the
Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof.  Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

       

      Section 8. Loss, Theft,
Destruction or Mutilation of Warrant.  The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

       

      Section 9. Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

       

      Section 10. Adjustments of
Exercise Price and Number of Warrant Shares.  The number and
kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following.  In case the Company shall (i) pay
a dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock, then in each such case the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which it would have owned or
have been entitled to receive had such Warrant been exercised in advance thereof
and, if the Triggering Event has not yet occurred, as if the Series C Warrant
Shares which would have been purchased upon such exercise had been converted
into Common Stock in accordance with the conversion rights
thereof.  Upon each such adjustment of the kind and number of Warrant
Shares or other securities of the Company which are purchasable hereunder, the
Holder shall thereafter be entitled to purchase the number of Warrant Shares or
other securities resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment.  An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

       

      Section 11. Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.  In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, at
the option of the Holder, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event or, had the Triggering
Event occurred, would have been exercisable.

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      In case
of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the
Company) shall expressly assume, and the Company shall cause such successor or
acquiring corporation to assume in any agreements entered into in connection
with any such reorganization, reclassification, merger, consolidation or
disposition of assets, the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section 11.  For purposes of this Section 11, “common stock of the
successor or acquiring corporation” shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock.  The foregoing provisions of this Section 11 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

       

      Section 12. Notice of
Adjustment.  Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted as herein provided, the Company shall
give prompt written notice thereof to the Holder, which notice shall state the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.

       

      Section 13. Notice of
Corporate Action.  If at any time:

       

      (a) the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right,
or

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      (b) there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation or,

       

      (c) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;

       

      then, in
any one or more of such cases (but not in such cases if the rights of the Holder
or holders of Common Stock will not be materially affected thereby, as for
example in the case of a merger to effect a change of domicile), the Company
shall give to Holder (i) at least 20 days’ prior written notice of the date on
which a record date shall be selected for such dividend, distribution or right
or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 20 days’ prior written notice
of the date when the same shall take place.  Such notice in accordance
with the foregoing clause also shall specify (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
the date on which the holders of Common Stock shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii)
the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their Warrant Shares
for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up in accordance with, as applicable, Section 11
hereof.  Each such written notice shall be sufficiently given if
addressed to Holder at the last address of Holder appearing on the books of the
Company and delivered in accordance with Section 16(d).

       

      Section 14. Authorized
Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Series
C Stock and, upon the occurrence of the Triggering Event, from its authorized
and unissued Common Stock, a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Common Stock may be
listed.

       

      Except
and to the extent as waived or consented to in writing by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment.  Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
reasonable best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this
Warrant.

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

       

      Section
15.  Compliance with Securities Laws.

       

      By
acceptance of this Warrant, the Holder hereby represents, warrants and
covenants: (a) that any Warrant Shares purchased upon exercise of the Warrant
shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; (b) that the Holder is able to bear
the economic risk of holding such shares as may be acquired pursuant to the
exercise of this Warrant for an indefinite period; (c) that the Holder
understands that the shares of stock acquired pursuant to the exercise of this
Warrant will not be registered under the Securities Act and will be "restricted
securities" within the meaning of SEC Rule 144; and (d) all stock certificates
representing Warrant Shares issued to the Holder upon exercise of this Warrant
may have affixed thereto a legend substantially in the following
form:

      


      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.

      


      Section 16.
Miscellaneous.

      


      (a)           Jurisdiction.  This
Warrant shall constitute a contract under the laws of the State of New York,
without regard to its conflicts of laws principles or rules.

       

      (b)           Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

       

      (c)           Nonwaiver
and Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or
remedies.  If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the
Holder, the Company shall pay to Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (d)           Notices.  Any
notice required or permitted by this Warrant shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by overnight
courier or sent by fax (upon customary confirmation of receipt), or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with
postage prepaid, if to the Holder, at the address on record with the Company for
the Holder, and if to the Company, to RoomLinX, Inc., 2150 W. 6th Ave.,
Unit N, Broomfield, CO 80020, Attention: CEO, with a copy to Westerman Ball
Ederer Miller and Sharfstein, LLP, 170 Old Country Road, Suite 400, Mineola, New
York 11501, Attn: Alan Ederer, Esq., and if to a Holder, to the address of such
Holder appearing on the books of the Company, with a copy to Winston &
Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601,
Attention:  Wesley G. Nissen, Esq., Facsimile Number:  (312)
558-5700 and Winston & Strawn LLP, 200 Park Avenue, New York, New York
10166, Attention:  Eric L. Cohen, Esq., Facsimile
Number:  (212) 294-4700.

       

      (e)           Successors
and Assigns.  Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors, permitted assigns, heirs and legal
beneficiaries of Holder.  The provisions of this Warrant are intended
to be for the benefit of all Holders from time to time of this Warrant and shall
be enforceable by any such Holder or holder of Warrant Shares.

       

      (f)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Holder and the Company.

       

      (g)           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

       

      (h)           Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      [Signature
Page Follows]

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

       

      
        	
                Dated:  July
      __, 2008

              	 
      	
                ROOMLINX,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:  Michael S. Wasik

              
	 
      	 
      	 
      	
                Title:  President

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      NOTICE
OF EXERCISE

       

      To:
RoomLinX, Inc.

       

      (1)  The
undersigned hereby elects to purchase ________ [circle one: Series C / Common
Stock] Warrant Shares of RoomLinX, Inc. pursuant to the terms of the attached
Warrant, and either [check one]:

       

      ____
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any, in lawful money of the United
States

       

                        or

       

      ____
exercises the Warrant pursuant to the “net exercise” method set forth in Section
2(b) of the Warrant.

       

      (2)  Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

       

      
        	 
      	
                Name:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                SS
      or Tax #:

              	 
      	 
      	 
      


      

      


      (3)  The
Warrant Shares shall be delivered to the following:

      


      
        	 
      	
                Name:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      Warrant
Holder

      


      


      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	 
      	 
      


      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      ASSIGNMENT
FORM

      


      (To
assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)

      


      FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

      


      _______________________________________________
whose address is

      


      _______________________________________________________________.

      


      _______________________________________________________________

      


      
        	
                Dated:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Holder's
      Signature:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Holder's
      Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Signature
      Guaranteed:

              	 
      	 
      	 
      


      

      


      NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      EXHIBIT
A-2

      FORM OF
SERIES C-2 WARRANT

      ROOMLINX,
INC.

       

      WARRANT
(SERIES C-2)

       

      THESE
SECURITIES AND THE UNDERLYING SHARES OF SERIES C STOCK AND COMMON STOCK HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

       

      STOCK
PURCHASE WARRANT

       

      To
Purchase up to _______Shares of Series C Preferred Stock or up to ___________
Shares of Common Stock of RoomLinX, Inc.

       

      THIS
STOCK PURCHASE WARRANT CERTIFIES that, for value received,
_________________________ (the “Holder”), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the “Initial Exercise Date”) and on or
prior to the close of business on the third (3rd)  anniversary
of the Initial Exercise Date (the “Termination Date”) but not thereafter, to
subscribe for and acquire from RoomLinX, Inc., a Nevada corporation (the
“Company”), _________ shares of Series C Preferred Stock, par value $.20 per
share (“Series C Stock”) (the “Series C Warrant Shares”) at a purchase price of
$6,000 per share of Series C
Stock (the “Series C Exercise Price”); provided, however, that upon
the occurrence of the Triggering Event (as hereinafter defined), the Holder’s
unexercised right hereunder to subscribe for and purchase Series C Stock shall
immediately be converted into a right entitling the Holder, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
to subscribe for and purchase from the Company _________ shares of common stock
of the Company, par value $.001 per share (“Common Stock”) (the “Common Stock
Warrant Shares”; collectively with the Series C Warrant Shares, the “Warrant
Shares”).  The purchase price of one share of Common Stock (the
“Common Stock Exercise Price”) under this Warrant shall be $.06, subject to adjustment in
accordance with Section 10.  References herein to the Warrant Shares
shall be deemed references to the Series C Warrant Shares and/or the Common
Stock Warrant Shares, as applicable, and references herein to the Exercise Price
shall be deemed references to the Series C Exercise Price and/or the Common
Stock Exercise Price, as applicable.  For purposes hereof, the “Triggering Event” means the
delivery from the Company to the Holder of a written certification that it has
available for issuance and approved and reserved for issuance from its
authorized and unissued Common Stock a sufficient number of shares of Common
Stock to provide for the issuance of the Common Stock Conversion Shares and
Common Stock Warrant Shares, as evidenced by an amended Certificate of
Incorporation certified by the Secretary of State of the State of Nevada and a
filing by the Company with the Securities and Exchange Commission disclosing
such amendment (collectively, the "Charter Amendment").  The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein.

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      Section 1. Authorization of
Shares.  The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant
in accordance with the provisions of this Warrant, be duly authorized, validly
issued, fully paid and non assessable and free from all taxes, liens and charges
in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).

       

      Section 2. Exercise of
Warrant.

       

      (a)           Except
as provided in Section 3 herein, exercise of the purchase rights represented by
this Warrant may be made at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by the surrender of this Warrant and
delivery of the Notice of Exercise form annexed hereto duly executed, at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such
Holder appearing on the books of the Company) and upon payment of the Exercise
Price of the Warrant Shares thereby purchased by wire transfer or cashier’s
check drawn on a United States bank, the Holder shall be entitled to receive a
certificate for the number of Warrant Shares so
purchased.  Certificates for shares purchased hereunder shall be
delivered to the Holder within three (3) business days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price and all taxes required to be paid by the
Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have
been paid.  If the Company fails to deliver to the Holder a
certificate or certificates representing the Warrant Shares pursuant to this
Section 2(a) by the fifth business day after the date of exercise, then the
Holder will have the right to rescind such exercise.

       

      (b)           Notwithstanding
the foregoing, at any time as the Warrant is exercisable, in lieu of the payment
methods set forth in Section 2(a) above, the Holder may exchange all or some of
the Warrant for Common Stock Warrant Shares equal to the value of the amount of
the Warrant being exchanged on the date of exchange. If the Holder makes such a
request, the Holder shall tender to the Company the Warrant for the amount being
exchanged, along with written notice of the Holder's election to exchange some
or all of the Warrant, and the Company shall issue to the Holder the number of
Common Stock Warrant Shares computed using the following formula:

      


      X = Y (A-B)

            
A


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      Where:

      


      X = the
number of Common Stock Warrant Shares to be issued to the Holder;

      


      Y = the
total number of Common Stock Warrant Shares as to which this Warrant is being
exercised;

      


      A = the
closing price of the Common Stock on the trading day immediately preceding the
Date of Exercise; and

      


      B = the
Purchase Price of one Common Stock Warrant Share (as adjusted to the date of
such calculation).

      


      All
references herein to an "exercise" of the Warrant shall include an exchange
pursuant to this Section 2(b).

      


      (c)           If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
provided that this Warrant has been surrendered to the Company, deliver to
Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.  Notwithstanding the
foregoing, any failure by the Company to deliver a new warrant in accordance
with this Section shall not impair in any way the Holder's exercise or other
rights hereunder, and any requirement that Holder deliver a Warrant for exercise
shall be waived until such time as the Company deliver such
Warrant.

       

      (d)           The
Company's obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

       

      Section 3. No Fractional
Shares or Scrip.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant.

       

      Section 4. Charges, Taxes
and Expenses.  Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate to the
Holder, all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

       

      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      Section 5. Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

       

      Section 6. Transfer,
Division and Combination.

       

      (a)           Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 6(e) hereof, this Warrant and all rights hereunder are transferable,
in whole or, upon occurrence of the Triggering Event, in part, upon surrender of
this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer.  Upon such
surrender and, if required, such payment, the Company shall promptly (but in any
event, within 5 business days) execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall promptly (but in any
event, within 5 days) issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be
cancelled.  A Warrant, if properly assigned, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Warrant
issued.

       

      (b)           This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to compliance
with Section 6(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

       

      (c)           The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 6.

       

      (d)           The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.

       

      (e)           If,
at the time of the surrender of this Warrant in connection with any transfer of
this Warrant, other than a transfer to an affiliate of such Holder, the transfer
of this Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue
sky laws, the Company may require, as a condition of allowing such transfer, (i)
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws
and (ii) that the holder or transferee execute and deliver to the Company an
investment intent letter in form and substance reasonably acceptable to the
Company.

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      Section 7. No Rights as
Shareholder until Exercise.  This Warrant does not entitle the
Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof.  Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

       

      Section 8. Loss, Theft,
Destruction or Mutilation of Warrant.  The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

       

      Section 9. Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

       

      Section 10. Adjustments of
Exercise Price and Number of Warrant Shares.  The number and
kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following.  In case the Company shall (i) pay
a dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock, then in each such case the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which it would have owned or
have been entitled to receive had such Warrant been exercised in advance thereof
and, if the Triggering Event has not yet occurred, as if the Series C Warrant
Shares which would have been purchased upon such exercise had been converted
into Common Stock in accordance with the conversion rights
thereof.  Upon each such adjustment of the kind and number of Warrant
Shares or other securities of the Company which are purchasable hereunder, the
Holder shall thereafter be entitled to purchase the number of Warrant Shares or
other securities resulting from such adjustment at an Exercise Price per Warrant
Share or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment.  An adjustment made pursuant to this paragraph shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

       

      Section 11. Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.  In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, at
the option of the Holder, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a Holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event or, had the Triggering
Event occurred, would have been exercisable.

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      In case
of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the
Company) shall expressly assume, and the Company shall cause such successor or
acquiring corporation to assume in any agreements entered into in connection
with any such reorganization, reclassification, merger, consolidation or
disposition of assets, the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section 11.  For purposes of this Section 11, “common stock of the
successor or acquiring corporation” shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock.  The foregoing provisions of this Section 11 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

       

      Section 12. Notice of
Adjustment.  Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted as herein provided, the Company shall
give prompt written notice thereof to the Holder, which notice shall state the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.

       

      Section 13. Notice of
Corporate Action.  If at any time:

       

      (a) the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right,
or

       

      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (b) there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation or,

       

      (c) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;

       

      then, in
any one or more of such cases (but not in such cases if the rights of the Holder
or holders of Common Stock will not be materially affected thereby, as for
example in the case of a merger to effect a change of domicile), the Company
shall give to Holder (i) at least 20 days’ prior written notice of the date on
which a record date shall be selected for such dividend, distribution or right
or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 20 days’ prior written notice
of the date when the same shall take place.  Such notice in accordance
with the foregoing clause also shall specify (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
the date on which the holders of Common Stock shall be entitled to any such
dividend, distribution or right, and the amount and character thereof, and (ii)
the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their Warrant Shares
for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up in accordance with, as applicable, Section 11
hereof.  Each such written notice shall be sufficiently given if
addressed to Holder at the last address of Holder appearing on the books of the
Company and delivered in accordance with Section 16(d).

       

      Section 14. Authorized
Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Series
C Stock and, upon the occurrence of the Triggering Event, from its authorized
and unissued Common Stock, a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Common Stock may be
listed.

       

      Except
and to the extent as waived or consented to in writing by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment.  Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
reasonable best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this
Warrant.

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

       

      Section
15.  Compliance with Securities Laws.

       

      By
acceptance of this Warrant, the Holder hereby represents, warrants and
covenants: (a) that any Warrant Shares purchased upon exercise of the Warrant
shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; (b) that the Holder is able to bear
the economic risk of holding such shares as may be acquired pursuant to the
exercise of this Warrant for an indefinite period; (c) that the Holder
understands that the shares of stock acquired pursuant to the exercise of this
Warrant will not be registered under the Securities Act and will be "restricted
securities" within the meaning of SEC Rule 144; and (d) all stock certificates
representing Warrant Shares issued to the Holder upon exercise of this Warrant
may have affixed thereto a legend substantially in the following
form:

      


      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.

      


      Section 16.
Miscellaneous.

      


      (a)           Jurisdiction.  This
Warrant shall constitute a contract under the laws of the State of New York,
without regard to its conflicts of laws principles or rules.

       

      (b)           Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

       

      (c)           Nonwaiver
and Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or
remedies.  If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the
Holder, the Company shall pay to Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.

       

      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      (d)           Notices.  Any
notice required or permitted by this Warrant shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by overnight
courier or sent by fax (upon customary confirmation of receipt), or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with
postage prepaid, if to the Holder, at the address on record with the Company for
the Holder, and if to the Company, to RoomLinX, Inc., 2150 W. 6th Ave.,
Unit N, Broomfield, CO 80020, Attention: CEO, with a copy to Westerman Ball
Ederer Miller and Sharfstein, LLP, 170 Old Country Road, Suite 400, Mineola, New
York 11501, Attn: Alan Ederer, Esq., and if to a Holder, to the address of such
Holder appearing on the books of the Company, with a copy to Winston &
Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601,
Attention:  Wesley G. Nissen, Esq., Facsimile Number:  (312)
558-5700 and Winston & Strawn LLP, 200 Park Avenue, New York, New York
10166, Attention:  Eric L. Cohen, Esq., Facsimile
Number:  (212) 294-4700.

       

      (e)           Successors
and Assigns.  Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors, permitted assigns, heirs and legal
beneficiaries of Holder.  The provisions of this Warrant are intended
to be for the benefit of all Holders from time to time of this Warrant and shall
be enforceable by any such Holder or holder of Warrant Shares.

       

      (f)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Holder and the Company.

       

      (g)           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

       

      (h)           Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      [Signature
Page Follows]

       

      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

       

      
        	
                Dated:  July
      __, 2008

              	 
      	
                ROOMLINX,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:  Michael S. Wasik

              
	 
      	 
      	 
      	
                Title:  President

              


      


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      NOTICE
OF EXERCISE

       

      To:
RoomLinX, Inc.

       

      (1)  The
undersigned hereby elects to purchase ________ [circle one: Series C / Common
Stock] Warrant Shares of RoomLinX, Inc. pursuant to the terms of the attached
Warrant, and either [check one]:

       

      ____
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any, in lawful money of the United
States

       

      or

       

      ____
exercises the Warrant pursuant to the “net exercise” method set forth in Section
2(b) of the Warrant.

       

      (2)  Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

       

      
        	 
      	
                Name:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                SS
      or Tax #:

              	 
      	 
      	 
      


      

      


      (3)  The
Warrant Shares shall be delivered to the following:

      


      
        	 
      	
                Name:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      Warrant
Holder

      


      


      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	 
      	 
      


      

       

      
        
           

        

        
          38

          
            

          

        

        
           

        

      

      


      ASSIGNMENT
FORM

      


      (To
assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)

      


      FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

      


      _______________________________________________
whose address is

      


      _______________________________________________________________.

      


      _______________________________________________________________

      


      
        	
                Dated:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Holder's
      Signature:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Holder's
      Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Signature
      Guaranteed:

              	 
      	 
      	 
      


      

      


      NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      EXHIBIT
B

      FORM OF
CERTIFICATE OF DESIGNATIONS

      


      CERTIFICATE OF
DESIGNATION

      OF SERIES C PREFERRED STOCK
OF

      ROOMLINX,
INC.

      


      Pursuant
to NRS 78.1955 of the State of Nevada

      


      ROOMLINX,
INC., a corporation organized and existing under the laws of the State of Nevada
(the "Corporation"), in accordance with the provisions of Section 78.1955 of the
Nevada Revised Statutes,

      


      DOES
HEREBY CERTIFY:

      


      That
pursuant to the authority conferred upon the Board of Directors by the Articles
of Incorporation of the Corporation, as amended, the Board of Directors on July
28, 2008 by unanimous written consent, adopted the following resolution creating
a series of 1,400 shares of Preferred Stock, $.20 par value, designated as
"Series C Preferred Stock":

      


      RESOLVED, that pursuant to the
authority granted to the Board of Directors by the Articles of Incorporation, as
amended (the "Articles"), the Board of Directors hereby authorizes the issuance
of 1,400 shares of Series C Preferred Stock of the Corporation and hereby fixes
the following designations, powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of such shares, in addition to those set forth in the
Certificate:

      


      Section II.  Preferred
Stock.   The
designation of the series of Preferred Stock created hereby is Series C
Preferred Stock and the number of shares constituting such series is 1,400 (the
"Series C Preferred
Stock" or the "Preferred
Stock").  The powers, privileges, preferences, rights,
restrictions of, and other matters relating to the Series C Preferred Stock, are
as follows:

      


      
        	
                1.

              	
                Dividends.

              


      

      


      (a)           The
holders of the outstanding Series C Preferred Stock ("Holders") shall be
entitled to receive, out of funds legally available therefore, dividends based
on the Series C Liquidation Preference at the rate of 6% per
annum.  Such dividends shall be payable quarterly on each March 31,
June 30, September 30 and December 31, commencing September 30, 2008 (each, a
"Dividend Payment Date") in cash or, at the Company’s election as provided
below, initially in shares of Series C Preferred Stock and subsequently in
shares of the Company’s Common Stock.  All shares of Common Stock
shall be valued at the Current Market Price (as hereinafter defined)
thereof.  Such dividends shall accrue on each such share commencing on
the date of issue, and shall accrue from day to day, whether or not earned or
declared.  The Company must deliver written notice to each Holder
indicating the manner in which it intends to pay dividends at least five
business days prior to a Dividend Payment Date, but may indicate in any such
notice that the election contained therein shall continue for subsequent
Dividend Payment Dates until revised.  The Company must make the same
election as to all Holders for any particular Dividend Payment
Date.  Failure to timely provide such written notice shall be deemed
an election by the Company to pay such dividends in cash.  Any
dividends to be paid hereunder that are not paid by the date due to such Holders
shall continue to accumulate and shall entail a late fee, which must be paid in
cash, at the rate of 10% per annum or the lesser rate permitted by applicable
law (such fees to accrue daily, from the date such dividend is due hereunder
through and including the date of payment).


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      (b)           In
addition to the dividends specified in subparagraph (a) above, if dividends are
declared or paid on the Common Stock prior to the Conversion Date, then such
dividends shall be declared and paid pro rata on the Common Stock and the Series
C Preferred Stock, treating each share of Series C Preferred Stock as the
greatest whole number of shares of Common Stock then issuable upon conversion
thereof pursuant to Section 5 below.

      


      (c)           Dividends
shall be paid to the holders of record of the Series C Preferred Stock as their
names appear on the share register of the Corporation upon a liquidation,
dissolution or winding up pursuant to Section 2 below.

      


      
        	
                2.

              	
                Liquidation
      Preference.

              


      

      


      (a)           In
the event of any liquidation, dissolution, or winding up of the Corporation,
whether voluntary or involuntary (a “Liquidation Event”), the
holders of the Series C Preferred Stock, shall be entitled to receive, prior and
in preference to any distribution of any of the assets, capital or surplus funds
of the Corporation to the holders of the Company's Common Stock or any other
holder of a class or series of Company capital stock or other securities of the
Company, an amount per share equal to 100% (in the event of a Deemed Liquidation
(as hereinafter defined), the percentage shall be 130%) of $2,500.00 per share of Series
C Preferred Stock and all accrued and unpaid dividends thereon (as adjusted for
any stock dividends, combinations, splits or the like with respect to such
share) (the “Series C
Liquidation Preference”).  If upon the occurrence of a
Liquidation Event, (i) the assets, capital and funds thus distributed among the
holders of the Series C Preferred Stock shall be insufficient to permit the
payment to such holders of the full Series C Liquidation Preference, then the
entire assets and funds of the Corporation legally available for distribution
shall be distributed ratably among the holders of the Series C Preferred Stock
in proportion to the aggregate Series C Liquidation Preference each such holder
is otherwise entitled to receive or (ii) after payment to the holders of the
Series C Preferred Stock their full Series C Liquidation Preference there shall
remain assets, capital or funds of the Corporation legally available for
distribution to the holders of the Corporation’s Common Stock, then unless the
assets of the Corporation are not being liquidated in connection with such
Liquidation Event, the holders of the Series C Preferred Stock shall be entitled
to receive a distribution of such remaining assets, capital or funds ratably
with the holders of the Common Stock as if such Series C Preferred Stock had
been converted into Common Stock.

      


      (b)           A
“Deemed Liquidation”
shall mean (A) the acquisition of the Corporation by another entity or the
acquisition of another entity by the Corporation by means of any transaction or
series of related transactions (including, without limitation, any
reorganization, merger, or consolidation other than any merger effected
exclusively for the purpose of changing the domicile of the Corporation) or a
sale of all or substantially all of the assets of the Corporation unless, in the
case of any such transaction, series of transactions or sale, the Corporation’s
stockholders of record as constituted immediately prior to such transaction,
series of transactions or sale shall, immediately after such transaction, series
of transactions or sale (by virtue of securities issued as consideration for the
Corporation’s securities or otherwise) hold more than 50% of the voting power
and economic interest of the surviving or (in the case of a sale of all or
substantially all of the assets of the Corporation) acquiring entity in the same
proportions among such stockholders as held by them, and with the same relative
powers, privileges, preferences, rights and restrictions as among themselves and
as against the Corporation as, immediately prior to such transaction, series of
transactions or sale, or (B) a transaction or series of transactions in which a
person or group of persons (as defined in Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) acquires or
following which has acquired beneficial ownership (as determined in accordance
with Rule 13d-3 of the Exchange Act) of 50% or more of the voting power or
economic interest of the Corporation.


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      (c)           In
the event of any Deemed Liquidation, if the consideration received is other than
cash, its value shall be deemed to be its Current Market Price (as such term is
defined herein).  The consideration to be received by the holders of
Series C Preferred Stock in any such transaction shall be of the same type
(cash, securities or other property) and in the same proportion, as is payable
to holders of Common Stock as a result of the transaction unless the holders of
a majority of the outstanding shares of Series C Preferred Stock consent
otherwise.

      


      (d)           
For purposes hereof, the “Current Market Price” of any
asset other than cash means the greater of :

      


      (A)           $0.025
per share of Common Stock; and

      


      (B)(i)        in
the case of a publicly traded security, 90% of the average of the daily closing
prices for such security for the 20 consecutive business days commencing 20
business days before the date of determination, in which case the closing price
for each day shall be (x) the last reported sales price regular way or, in case
no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the principal
national securities exchange on which such security is listed or admitted to
trading, or (y) if not listed or admitted to trading on any national securities
exchange, the average of the highest reported bid and lowest reported asked
prices as furnished by the National Association of Securities Dealers, Inc.’s
Automated Quotation System, or the nearest comparable system; provided that in the event
that the security for which the Current Market Price is to be determined is
subject to any restriction on free marketability, then the method of valuation
of such security shall be to take an appropriate discount from the Current
Market Price as determined above to reflect the approximate fair market value
thereof; and

      


      (ii)           in
the case of any other asset, as agreed to in good faith by the Holder and the
Board of Directors.

      


      
        	
                3.

              	
                Redemption.

              


      

      


      Except as
expressly set forth herein, the Series C Preferred Stock shall not have any
redemption or similar rights.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      
        	
                4.

              	
                Voting
      Rights.

              


      

      


      Each
holder of shares of Series C Preferred Stock shall be entitled to the number of
votes equal to the number of shares of Common Stock into which such shares of
Series C Preferred Stock may then be converted and shall have voting rights and
powers equal to the voting rights and powers of the Common Stock (except as
otherwise expressly provided herein or as required by law, voting together with
the Common Stock as a single class) and shall be entitled to notice of any
stockholders’ meeting in accordance with the By-Laws of the
Corporation.  Fractional votes shall not, however, be permitted and
any fractional voting rights shall be rounded upward to the nearest whole
number.  For avoidance of doubt, each reference herein to a percentage
or other amount of shares of Series C Preferred Stock, the holders of which are
entitled to consent rights, approval rights or other rights, shall be deemed to
refer to such percentage or other amount of the voting power of such shares
determined as provided above.

      


      
        	
                5.

              	
                Conversion.

              


      

      


      (a)           Each
share of Series C Preferred Stock shall automatically be converted into shares
of Common Stock at the then effective Conversion Price upon the filing by the
Company of a Current Report on Form 8-K disclosing an amendment to the
Corporation’s Articles of Incorporation either providing for an increase in the
number of authorized shares of Common Stock to such number as would permit the
issuance of Common Stock upon the conversion of the Preferred Stock and the
exercise of the Warrants or providing for a reverse stock split, in either case
to permit the conversion of all outstanding shares of Series C Preferred Stock,
such date being referred to herein as the “Conversion Date”.  A
holder of shares of Series C Preferred Stock shall not have the option to
convert the shares of Series C Preferred Stock into Common Stock prior to the
Conversion Date.  The number of shares of Common Stock into which each
share of Series C Preferred Stock shall be converted on the Conversion Date
shall be determined by dividing $2,500 by the Conversion Price
in effect at the time of conversion.  The Conversion Price shall
initially be $.025 per
share (as adjusted for any stock dividends, combinations, splits or the like
with respect to the Series C Preferred Stock).

       

      


      (b)           The
Corporation shall, within five business days following the Conversion Date,
issue and deliver to such holder, or to its nominee, at such holder’s address as
shown in the records of the Corporation, a certificate or certificates for the
number of whole shares of Common Stock issuable upon such conversion in
accordance with the provisions hereof.

      


      (c)           No
fractional shares of Common Stock shall be issued upon conversion of shares of
Series C Preferred Stock and, after aggregating all fractional shares subject to
conversion, any remaining fractional share to which the holder would otherwise
be entitled shall be rounded up to the nearest whole number.

      


      (d)           As
of the Conversion Date, all shares of Series C Preferred Stock shall no longer
be deemed to be outstanding, and all rights with respect to such shares shall
immediately cease and terminate, except only the right of the holders thereof to
receive shares of Common Stock in exchange therefor and the payment of any
declared and unpaid dividends thereon.  On the Conversion Date, the
shares of Common Stock issuable upon such conversion shall be deemed to be
outstanding, and the holder thereof shall be entitled to exercise and enjoy all
rights with respect to such shares of Common Stock.  All shares of
Series C Preferred Stock shall, from and after the Conversion Date, be deemed to
have been retired and cancelled and shall not be reissued as Preferred Stock,
and the Corporation may thereafter take such appropriate action as may be
necessary to reduce accordingly the authorized number of shares of Preferred
Stock.


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      (f)           
The term “Conversion
Price” shall mean, as of any time, the Conversion Price of the Series C
Preferred Stock as specified in paragraph (a) of this Section II.5 in case no
adjustment shall have been required, or such Conversion Price as adjusted and
further adjusted pursuant to this paragraph (f) of this Section II.5, as the
case may be.

      


      (1)           If
the Corporation shall effect a subdivision of the outstanding Common Stock, the
Conversion Price then in effect immediately before such subdivision shall be
proportionately decreased.  If the Corporation shall combine the
outstanding shares of Common Stock, the Conversion Price then in effect
immediately before the combination shall be proportionately
increased.  If the Corporation shall make or issue a dividend or other
distribution payable in securities, then and in each such event provision shall
be made so that the holders of shares of the Series C Preferred Stock shall
receive upon conversion thereof in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities that they would have
received had their Series C Preferred Stock been converted into Common Stock on
the date of such event and had they thereafter during the period from the date
of such event to and including the Conversion Date, retained such securities
receivable by them as aforesaid during such period giving effect to all
adjustments called for during such period under this paragraph with respect to
the rights of the holders of the Series C Preferred Stock.  If the
Corporation shall reclassify its Common Stock (including any reclassification in
connection with a consolidation or merger in which the Corporation is the
surviving corporation), then and in each such event provision shall be made so
that the holders of Series C Preferred Stock shall receive upon conversion
thereof, the amount of such reclassified Common Stock that they would have
received had their Series C Preferred Stock been converted into Common Stock
immediately prior to such reclassification and had they thereafter during the
period from the date of such event to and including the Conversion Date,
retained such reclassified Common Stock giving effect to all adjustments called
for during such period under this paragraph with respect to the rights of these
holders of the Series C Preferred Stock.

      


      (2)           Whenever
the Conversion Price shall be adjusted as provided in this Section II.5, the
Corporation shall forthwith provide notice of such adjustment to each holder of
shares of the Series C Preferred Stock, a statement, certified by the chief
financial officer of the Corporation, showing in detail the facts requiring such
adjustment and the Conversion Price that shall be in effect after such
adjustment.  The Corporation shall send such notice and statement by
first class mail, postage prepaid, to each holder of record of Series C
Preferred Stock at such holder’s address as shown in the records of the
Corporation.

      


      (3)           If
a state of facts shall occur which, without being specifically controlled by the
provisions of this Section II.5, would not fairly protect the conversion rights
of the holders of the Series C Preferred Stock in accordance with the essential
intent and principles of such provisions, then the Board of Directors of the
Corporation shall make an adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as to protect such
conversion rights.


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      6.    Certain
Protective Rights.  For
so long as any of the shares of Preferred Stock are outstanding, neither the
Company nor any Subsidiary shall, without the affirmative vote of the Holders of
at least a majority of the shares of Preferred Stock then
outstanding:

       

      (i)           alter
or change the powers, preferences or rights given to the Preferred Stock or
alter or amend this Certificate of Designation;

       

      (ii)          other
than as set forth in Section II.5, increase or decrease the number of shares of
Preferred Stock or increase or decrease the number of authorized shares of
Common Stock;

       

      (iii)         authorize
or create (by reclassification or otherwise) any class of equity security or
Common Stock equivalent ranking as to dividends or distribution of assets upon a
Deemed Liquidation senior to or pari passu with the Preferred
Stock;

       

      (iv)         issue
any other shares of preferred stock of the Company;

      


      (v)          other
than as set forth in that certain Securities Purchase Agreement, dated as of the
date hereof, by and among the Company and the investors signatory thereto,
redeem, purchase or otherwise acquire directly or indirectly any securities of
the Company;

       

      (vi)         directly
or indirectly pay or declare any dividend or make any distribution (other than
dividends due and paid in the ordinary course on preferred stock of the Company
at such times when the Company is in compliance with its payment obligations to
the Preferred Stock) upon, nor shall any distribution be made in respect of, any
Junior Securities, nor shall any monies be set aside for or applied to the
purchase or redemption (through a sinking fund or otherwise) of any Junior
Securities or securities pari passu with the Preferred Stock (for purposes
hereof, "Junior
Securities" means the Common Stock and all other equity securities and
Common Stock equivalents of the Company, including any existing or hereinafter
created class of preferred stock of the Company);

       

      (vii)        enter
into any agreement with respect to a Change of Control
Transaction.  For purposes hereof, a "Change of Control Transaction"
means the occurrence of any of the following in one or a series of related
transactions: (i) an acquisition after the date hereof by an individual or legal
entity or "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) of
more than one-half of the voting rights or equity interests in the Company; (ii)
a replacement of more than one-half of the members of the Company's board of
directors in a single election of directors that is not approved by those
individuals who are members of the board of directors on the date hereof (or
other directors previously approved by such individuals); (iii) any merger or
consolidation of the Company with or into another person, any tender offer or
exchange offer (whether by the Company or another person)  pursuant to
which holders of  Common  Stock are permitted to tender or
exchangetheir shares for other securities, cash or property, any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property, a merger or consolidation of the Company or any
Subsidiary or a sale of more than one-half of the assets of the Company in one
or a series of related transactions, unless following such transaction or series
of transactions, the holders of the Company's securities prior to the first such
transaction continue to hold at least one-half of the voting rights and equity
interests in the surviving entity or acquirer of such assets; (iv) a
recapitalization, reorganization or other transaction involving the Company or
any Subsidiary that constitutes or results in a transfer of more than one-half
of the voting rights or equity interests in the Company, unless following such
transaction or series of transactions, the holders of the Company's securities
prior to the first such transaction continue to hold at least one-half of the
voting rights and equity interests in the surviving entity or acquirer of such
assets; (v) consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3
under the Exchange Act with respect to the Company, (vi) a Deemed Liquidation,
or (vii) the execution by the Company or its controlling shareholders of an
agreement providing for or reasonably likely to result in any of the foregoing
events;

       

      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      (viii)       amend
or waive any provision in its Certificate of Incorporation in a manner adverse
to the Preferred Stock; or

       

      (ix)          enter
into any agreement with respect to the foregoing clauses.

      


      IN
WITNESS WHEREOF, this Certificate has been signed on this 29th day of
July, 2008, and the signature of the undersigned shall constitute the
affirmation and acknowledgement of the undersigned, under penalties of perjury,
that this Certificate is the act of the undersigned and that the facts stated in
this Certificate are true.

      


      
        


        
          	 
      	
                  ROOMLINX,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:  Michael
      S. Wasik, President

                


        


 46