SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

          This Settlement Agreement and Mutual General Release (“Settlement Agreement”) is made and entered into as of this 23rd day of September, 2014, by and among PC Specialists, Inc., a California corporation doing business as Technology Integration Group (“TIG”) on one hand, and Roomlinx, Inc., a Nevada corporation (“Roomlinx”), Michael S. Wasik (“Wasik”) and Anthony DiPaolo (“DiPaolo”), individuals, and SignalShare Hospitality, Inc., a Nevada corporation which is a wholly-owned subsidiary of Roomlinx (“SignalShare Hospitality”) on the other hand. TIG, Roomlinx, Wasik, DiPaolo and SignalShare Hospitality may be referred to collectively as the “Parties.”

          A. WHEREAS, on or about September 25, 2012, TIG and Roomlinx entered into a contract (the “Contract”) pursuant to which (1) TIG agreed to purchase on behalf of Roomlinx, and Roomlinx agreed to purchase from TIG, equipment (the “Purchased Equipment”), (2) TIG agreed to store on behalf of Roomlinx other equipment purchased directly by Roomlinx (the “Stored Equipment”), (3) Roomlinx agreed to promptly pay TIG for the Purchased Equipment and for storage of the Stored Equipment, plus interest at the rate of one and one-half percent (1.5%) per month on any unpaid balance owed by Roomlinx to TIG until the balance was paid in full, and (4) Roomlinx granted to TIG a security interest in the Purchased Equipment and the Stored Equipment to secure its payment obligations to TIG;

          B. WHEREAS, Roomlinx has retrieved and paid for some of the Purchased Equipment, and has retrieved some of the Stored Equipment, but as of August 11, 2014 TIG still retained much of the Purchased Equipment as described on Exhibit “A” hereto (the “Remaining Purchased Equipment”) and much of the Stored Equipment as described on Exhibit “B” hereto (the “Remaining Stored Equipment”);

          C. WHEREAS, in or about April, 2013, Roomlinx breached the Contract by failing to pay sums due under the Contract, and as of August 11, 2014 there was due, owing and unpaid to TIG the total sum of Two Million Seven Hundred Seventy-Seven Thousand Six Hundred Fifty-Six Dollars ($2,777,656.00), consisting of $2,083,149.00 for equipment purchased and stored, $650,927.00 of interest on such amount and TIG’s attorneys’ fees and costs of $43,580.00 to date;

 

          D. WHEREAS, on April 29, 2013 TIG filed a Complaint against Roomlinx in the Superior Court of California, County of San Diego, North County Division, Case No. 37-2013-00046436-CU-BC-NC (the “Action”), and on or about May 16, 2013 TIG amended the Complaint in the Action by adding Wasik and DiPaolo as defendants;

 

          E.  WHEREAS, on or about March 14, 2014, Roomlinx and Signal Point Holdings Corp. (“SPHC”) entered into an agreement pursuant to which SPHC agreed to merge with a wholly-owned subsidiary of Roomlinx and Roomlinx agreed to change its name to SignalShare, Inc. (“SSI”) (the “Merger Transaction”);

 

           F.  WHEREAS, Roomlinx anticipates that the Merger Transaction will close within sixty (60) days of the execution of this Settlement Agreement;

 

          G.  WHEREAS, simultaneous with or immediately after the closing of the Merger Transaction, Roomlinx intends to transfer to SignalShare Hospitality substantially all of its assets and liabilities including but not limited to Roomlinx’s liability to TIG for the claims asserted in the Action and all rights and obligations described in this Settlement Agreement;

 

          H. WHEREAS, upon the closing of the Merger Transaction, SignalShare Hospitality is obligated to pay to Cenfin, LLC (“Cenfin”) Seven Hundred Fifty Thousand Dollars ($750,000.00). SignalShare Hospitality is also obligated to pay Cenfin One Hundred Four Thousand Seven Hundred Sixty-Nine Dollars and Twenty-Three Cents ($104,769.23) on December 16, 2014 (collectively the “2014 Principal Payments to Cenfin”), additional principal payments hereafter, and quarterly interest on the outstanding balance until Cenfin is paid in full; and

           I. WHEREAS, the Parties desire to resolve and settle the Action in accordance with the terms and conditions of this Settlement Agreement.

           NOW, THEREFORE, in consideration of the promises and the mutual covenants, conditions, representations and agreements contained in this Settlement Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all of the Parties, the Parties agree as follows:

 

           The rights and obligations created in this Settlement Agreement shall not become effective and binding on the Parties unless and until the Merger Transaction closes and TIG is paid the sum set forth below in paragraph 2(a) of this Settlement Agreement. TIG shall have the unilateral right to terminate and cancel this Settlement Agreement by giving written notice thereof if the Merger Transaction does not close within sixty (60) days of execution of this Settlement Agreement by all of the Parties. If TIG gives such notice, this Settlement Agreement shall become null, void and of no further force or effect.

           SignalShare Hospitality shall pay to TIG the total sum of One Million Nine Hundred Eighteen Thousand Four Hundred Sixteen Dollars ($1,918,416.00 - the “Settlement Amount”) as follows:

           Until the Remaining Purchased Equipment and the Remaining Stored Equipment is retrieved by SignalShare Hospitality or sold to a third party, all risk of loss or damage, other than any loss or damage resulting from the gross negligence or willful misconduct of TIG, shall be borne by SignalShare Hospitality.

            SignalShare Hospitality shall not borrow against, encumber, pledge, hypothecate or assign any rights or interests in or to any of the Remaining Purchased Equipment or any of the Remaining Stored Equipment without TIG’s express written consent unless and until the full Settlement Amount described in paragraph 2 of this Settlement Agreement plus interest is paid to TIG. Furthermore, except as explicitly authorized in this Settlement Agreement, and until the full Settlement Amount described in paragraph 2 of this Settlement Agreement is paid in full to TIG, SignalShare Hospitality shall not sell, transfer, encumber or convey any interest in any of its assets without the express written consent of TIG, other than in the ordinary course of business and for reasonably equivalent value.

            Except for the obligations of SignalShare Hospitality created by this Settlement Agreement and/or assigned to it by Roomlinx as provided in paragraph 2(a) of this Settlement Agreement, and conditioned upon the closing of the Merger Transaction, upon TIG’s receipt of the payment required by paragraph 2(a) of this Settlement Agreement, TIG will immediately execute the Release attached hereto as Exhibit “J.”

            Except for the obligations created by this Settlement Agreement, Roomlinx, SignalShare Hospitality, Wasik and DiPaolo, and all others having any interest by and through them (collectively the “Roomlinx/SignalShare Releasors”), permanently and irrevocably release and discharge TIG and its shareholders, owners, lenders, officers, directors, employees, attorneys, agents, representatives, predecessors and successors in interest, and all persons or entities having or claiming any interest by or through them (collectively the “TIG Releasees”), from any and all liabilities, claims, causes of action, suits, debts, losses, costs and demands whatsoever, in law or in equity, known or unknown, which any one or more of the Roomlinx/SignalShare Releasors ever had, now have, or hereinafter may have against the TIG Releasees by reason of any matter, cause or thing whatsoever, occurring at any time in the past up to and including the date of the execution of this Settlement Agreement, including but not limited to any claims alleged in, arising out of, relating to, or in connection with the Action, the Contract, TIG’s purchase and storage of the Purchased Equipment, TIG’s storage of the Stored Equipment, and all circumstances and matters related thereto.