10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from______________ to _______________

Commission File Number: 000-26213

ROOMLINX, INC.

(Exact name of registrant as specified in its charter)

Nevada	83-0401552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

11101 W. 120th Ave., Suite 200, Broomfield, Colorado 80021

 (Address of principal executive offices)

(303) 544-1111

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                                                                         Accelerated filer o

Non-accelerated filer o                                                                                                           Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the Issuer’s common stock as of May 14, 2012, was 6,318,877.

ROOMLINX, INC.

INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011	1
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011 (unaudited)	2
Consolidated Statement of Equity as of March 31, 2012 (unaudited)	3
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited)	4
Notes to Consolidated Financial Statements (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	20
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6. Exhibits	22
Signatures	23

Roomlinx, Inc.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2012			2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	814,379		$	361,228
Accounts receivable, net		921,747			889,657
Leases receivable, current portion		988,356			994,728
Prepaid and other current assets		138,961			192,221
Inventory		967,455			1,244,072
Total current assets		3,830,898			3,681,906
Property and equipment, net		2,047,248			2,145,831
Leases receivable, non-current		2,444,766			2,697,696
Total assets	$	8,322,912		$	8,525,433
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	868,992		$	1,072,307
Accrued interest		19,882			22,417
Capital lease obligation, current portion		13,359			5,479
Notes payable, current portion		44,298			57,703
Unearned income, current portion		243,790			245,058
Deferred revenue, current portion		477,910			611,572
Total current liabilities		1,668,231			2,014,536
Capital lease obligation, less current portion		23,181			-
Notes payable, less current portion		-			1,582
Unearned income, less current portion		291,501			363,381
Deferred revenue, less current portion		82,435			-
Line of credit, net of discount		3,750,657			3,025,223
Total liabilities		5,816,005			5,404,722
Equity:
Preferred stock - $0.20 par value, 5,000,000 shares authorized:
Class A - 720,000 shares authorized, issued and outstanding (liquidation preference of $144,000 )		144,000			144,000
Common stock - $0.001 par value, 200,000,000 shares authorized:
5,118,877 shares issued and outstanding		5,119			5,119
Additional paid-in capital		33,505,996			33,102,512
Accumulated deficit		(31,210,458	)		(30,185,925	)
Accumulated other comprehensive loss		(855	)		(8,802	)
		2,443,802			3,056,904
Non-controlling interest		63,105			63,807
Total equity		2,506,907			3,120,711
Total liabilities and equity	$	8,322,912		$	8,525,433

The accompanying notes are an integral part of these consolidated financial statements.

1

Roomlinx, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
for the three months ended March 31, 2012 and 2011

	2012			2011
	(unaudited)			(unaudited)
Revenues:
Hospitality	$	1,298,627		$	1,200,032
Residential		238,914			223,140
Total revenues		1,537,541			1,423,172
Direct costs and operating expenses:
Direct costs (exclusive of operating expenses and depreciation shown seperately below):
Hospitality		1,054,944			809,356
Residential		165,434			154,027
Operating expenses:
Operations		438,763			231,977
Product development		260,733			222,441
Selling, general and administrative		383,216			369,328
Depreciation expense		179,102			174,460
Total direct costs and operating expenses		2,482,192			1,961,589
Operating loss		(944,651	)		(538,417	)
Non-operating (expense) income:
Interest expense		(138,162	)		(59,743	)
Foreign currency loss		(390	)		(3,550	)
Interest income		57,968			64,578
Other income (expense)		-			(235	)
		(80,584	)		1,050
Net loss		(1,025,235	)		(537,367	)
Less: Net (income) loss attributable to the non-controlling interest		702			(1,810	)
Net loss attributable to the Company		(1,024,533	)		(539,177	)
Other comprehensive income:
Currency translation gain		7,947			16,922
Comprehensive loss		(1,016,586	)		(522,255	)
Comprehensive loss attributable to the non-controlling interest		-			-
Comprehensive loss attributable to the Company	$	(1,016,586	)	$	(522,255	)
Net loss per common share:
Basic and diluted	$	(0.20	)	$	(0.10	)
Weighted average shares outstanding:
Basic and diluted		5,118,877			4,979,748

The accompanying notes are an integral part of these consolidated financial statements.

2

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2012

(Unaudited)

																	Accumulated
	Preferred Stock A				Common Stock				Additional								Other			Total
	Number of				Number of				Paid - in		Non-Contolling			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Interest			(Deficit)			Income			Equity (Deficit)
Balances, January 1, 2012		720,000	$	144,000		5,118,877	$	5,119	$	33,102,512	$	63,807		$	(30,185,925	)	$	(8,802	)	$	3,120,711
Warrants issued in conjuction with draw on line of credit										350,167											350,167
Comprehensive income																		7,947			7,947
Share-based compensation										53,317											53,317
Net loss												(702	)		(1,024,533	)					(1,025,235	)
Balances, March 31, 2012		720,000	$	144,000		5,118,877	$	5,119	$	33,505,996	$	63,105		$	(31,210,458	)	$	(855	)	$	2,506,907

The accompanying notes are an integral part of these consolidated financial statements

3

Roomlinx, Inc.
CASH FLOW STATEMENTS
for the three months ended March 31, 2012 and 2011

	2012			2011
	(unaudited)			(unaudited)
Net loss	$	(1,025,235	)	$	(537,367	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		179,102			174,460
Amortization of debt discount		75,601			(61,655	)
Stock-based compensation		53,317			150,971
Provision for uncollectable accounts		(21,923	)		(5,940	)
Loss on cancellation of contracts		11,151			-
Change in operating assets and liabilities:
Accounts receivable		(10,168	)		(136,219	)
Prepaid and other current assets		53,260			5,441
Inventory		276,617			159,794
Accounts payable and accrued expenses		(203,315	)		(40,278	)
Accrued interest		(2,535	)		(807	)
Unearned income		(73,148	)		36,837
Deferred revenue		(51,227	)		80,712
Total Adjustments		286,732			363,316
Net cash used in operating activities:		(738,503	)		(174,051	)
Cash Flows from investing activities:
Lease financing provided to customers		-			(426,900	)
Payments received on leases receivable		248,151			156,678
Purchase of property and equipment		(40,236	)		(72,975	)
Net cash provided by (used in) investing activities:		207,915			(343,197	)
Cash flows from financing activities:
Proceeds from the exercise of warrants		-			125,000
Proceeds from the line of credit		1,000,000			260,000
Payments on capital lease		(3,556	)		(2,518	)
Payments on notes payable		(14,987	)		(24,225	)
Net cash provided by financing activities		981,457			358,257
Effects of foreign currency translation		2,282			15,112
Net increase (decrease) in cash and equivalents		453,151			(143,879	)
Cash and equivalents at the beginning of year		361,228			314,368
Cash and equivalents at the end of year	$	814,379		$	170,489
Supplemental Cash Flow Information:
Cash paid for interest	$	63,139		$	30,890
Non-cash investing and financing activities:
Assets acquired under capital lease	$	34,617		$	-
Warrants issued in connection with line of credit	$	350,167		$	89,848

The accompanying notes are an integral part of these consolidated financial statements.

4

Roomlinx, Inc.

Notes to Consolidated Financial Statements

March 31, 2012

(Unaudited)

1.     Organization and Significant Accounting Policies

Description of Business:    Roomlinx, Inc. (“Roomlinx” or the “Company”) is incorporated under the laws of the state of Nevada.  The Company sells, installs, and services in-room media and entertainment solutions for hotels, resorts, and time share properties; including its proprietary Interactive TV platform, internet, and free to guest and on demand programming.  Roomlinx also sells, installs and services telephone, internet, and television services for residential consumers.  The Company develops software and integrates hardware to facilitate the distribution of Hollywood, adult, and specialty content, business applications, national and local advertising, and concierge services.  The Company also sells, installs and services hardware for wired networking solutions and wireless fidelity networking solutions, also known as Wi-Fi, for high-speed internet access to hotels, resorts, and time share locations. The Company installs and creates services that address the productivity and communications needs of hotel, resort and time share guests, as well as residential consumers.

Basis of Presentation:  The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.  They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements.  Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.  For further information, refer to the financial statements and notes thereto, included in the Company’s Form 10-K as of and for the year ended December 31, 2011.

Basis of Consolidation:    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cardinal Hospitality, Ltd. and its 50% owned subsidiary Arista Communications, LLC.  All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification:  Certain amounts in the 2011 financial statements have been reclassified to conform to the current year presentation.

Revenue Recognition:    Revenue is derived from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and Wireless Fidelity networking solutions. Revenue is recognized when all applicable recognition criteria have been met, which generally include a) persuasive evidence of an existing arrangement; b) fixed or determinable price; c) delivery has occurring or service has been rendered; d) collectability of the sales price is reasonably assured.

Wherein installation and service arrangements are contractually predetermined, and whereas such contractual arrangements may provide for multiple deliverables, revenue is recognized in accordance with ASC Topic 650, Multiple Deliverable Revenue, the application of which may be to defer revenue recognition for installations across the service period of the contract and to re-allocate and/or defer revenue recognition across various service arrangements.  Below is a summary of the execution of such application as it relates to installation and service arrangements the Company has with its customers.

The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest, video on demand and iTV systems as well as residential phone, internet and television.  Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement.  Analyzing an arrangement to identify all of the elements requires the use of judgment.  In the determination of the elements included in Roomlinx agreements, embedded software and inconsequential or perfunctory activities were taken into consideration.

5

Once the Deliverables have been identified, the Relative Fair Value of each Element was determined under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASC Topic 605 as follows:

VSOE -Vendor specific objective evidence is still the most preferred criteria with which to establish fair value of a deliverable. VSOE is the price of a deliverable when a company sells it on an open market separately from a bundled transaction.

TPE -Third party evidence is the second most preferred criteria with which to establish fair value of a deliverable. The measure for the pricing of this criterion is the price that a competitor or other third party sells a similar deliverable in a similar transaction or situation.

RSP -Relative selling price is the price that management would use for a deliverable if the item were sold separately on a regular basis which is consistent with company selling practices. The clear distinction between RSP and VSOE is that under VSOE, management must sell or intend to sell the deliverable separately from the bundle, or has sold the deliverable separately from the bundle already. With RSP, a company may have no plan to sell the deliverable on a stand-alone basis.

Hospitality Installation Revenues

Hospitality installations include High Speed Internet Access (HSIA), Interactive Television (iTV), Free to Guest (FTG) and Video on Demand (VOD).  Under the terms of these typical product sales and equipment installation contracts, a 50% deposit is due at the time of contract execution and is recorded as deferred revenue.  Upon the completion of the installation process, deferred revenue is realized.  However, in some cases related to VOD installations or upgrades, the Company extends credit to customers and records a receivable against the revenue recognized at the completion of the installation.  Monthly payments against those receivables equal a pre-determined percentage of VOD guest room revenue until such time as the receivable has been paid in full.  Thereafter, 100% of the monthly invoice is recorded as recurring VOD revenue.

Additionally, the Company may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of the Company.  Under the terms and conditions of the lease arrangements, these leases have been classified and recorded as Sale-Type Leases under ASC Topic 840-30 and accordingly, revenue is recognized upon completion and customer acceptance of the installation which gives rise to a lease receivable and unearned income.

Hospitality Service, Content and Usage Revenues

The Company provides ongoing 24x7 support, content and maintenance as applicable to those products purchased, installed and serviced under contract.  Support, when exclusive, is primarily invoiced in advance quarterly, creating deferred revenue which is subsequently recognized in the appropriate periods.  When not exclusive, support is invoiced in arrears on a monthly basis with content and usage, which are dependent on guest take rates and buying habits.  Service maintenance and usage revenue also includes revenue from meeting room services, which are billed as the events occur.

Residential Revenues

Residential revenues consist of equipment sales and installation charges, support and maintenance of voice, internet, and television services, and content provider residuals, installation commissions, and management fees.  Installations charges are added to the monthly service fee for voice, internet, and television, which is invoiced in advance creating deferred revenue to be realized in the appropriate period.  The Company’s policy prohibits the issuance of customer credits during the month of cancelation. The Company earns residuals equal to ‘x’% of monthly customer service charges and a flat rate for each new customer sign up.  Residuals are recorded monthly. Commissions and management fees are variable and therefore revenue is recognized at the time of payment.

Inventory:    Inventory, principally large order quantity items which are required for the Company’s media and entertainment installations, is stated at the lower of cost (first-in, first-out) basis or market.  The Company maintains only the inventory necessary for contemplated installations and its inventory is recorded net of any reserve for excess and obsolescence.  Work in progress represents the cost of equipment and third party installation related to installations which were not completed prior to year-end.

6

Inventory balances as of March 31, 2012 and December 31 2011 are as follows:

	2012		2011
Raw Materials	$	737,221	$	581,991
Work-in-process		230,234		662,081
Total	$	967,455	$	1,244,072

Concentrations

Credit Risk:    The Company’s operating cash balances are maintained in financial institutions and periodically exceed federally insured limits. The Company believes that the financial strength of these institutions mitigates the underlying risk of loss.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

Accounts Receivable:  At March 31, 2012, one customer represented 20% one customer represented 18%, and one customer represented 7% of the accounts receivable balance compared to one customer representing 42% and one customer representing 13% of the accounts receivable balance at March 31, 2011.

Revenue:During the three months ended March 31, 2012 four customers each contributed 11% of Roomlinx’s US hospitality revenue compared to one customer contributing 12%, one customer contributing 11% and one customer contributing 5% Roomlinx’s US hospitality revenue during the same period in 2011.  Additionally, one customer contributed 53% to Roomlinx’s Canadian hospitality revenue in 2012 versus 52% in 2011.

Fair Value Measurement:    The Company discloses fair value information about financial instruments based on a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2012.

The respective carrying value of certain financial instruments approximate their fair values.  These financial instruments include cash and cash equivalents, accounts receivable, leases receivable, accounts payable, accrued liabilities, capital lease obligations, notes payable and the line of credit.  The carrying value of cash and cash equivalents, accounts receivable, leases receivable, accounts payable and accrued liabilities approximate fair value due to their short term nature. The carrying amount of capital lease obligations and notes payable approximates their fair values as the pricing and terms of these liabilities approximate market rates.The fair value of the line of credit is not practicable to estimate because of the related party nature of the underlying transactions.  The Company has no financial instruments with the exception of cash and cash equivalents (level 1) valued on a recurring basis.

Segments:  We operate and prepare our financial reports based on two segments; Hospitality and Residential.  We have determined these segments based on the location, design, and end users of our products.

Hospitality:  Our Hospitality segment includes hotels, resorts, and timeshare properties in the United States, Canada, and Other Foreign.  As of March 31, 2012 and 2011, Other Foreign included Mexico and Aruba.  The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access networks, proprietary Interactive TV platform, free to guest programming, and on-demand movie programming, as well as advertising and e-commerce products.

Residential:  Our residential segment includes multi-dwelling unit customers and business customers (non-hospitality) in the United States.  The products offered include the installation of, and the support and service of, telephone, internet, and television services.

Foreign Currency Translation:    The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars and the resulting gains and losses are included in the consolidated statement of operations as a component of other income (expense).

Earnings Per Share:    The Company computes earnings per share by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options and warrants.  Potentially dilutive securities, purchase stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding stock options and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 1,914,744 shares as of March 31, 2012 and 534,744 as of March 31, 2011) would be to decrease the net loss per share.

7

2.   Leases Receivable

As of March 31, 2012, the Company had $3,433,122 in leases receivables, compared to $3,692,424 at December 31, 2011.  During the three months ended March 31, 2012 and 2011 the Company received payments of $248,151 and $156,678 respectively.  The Company did not enter into any new leases in the three months ended March 31, 2012 and entered into two leases during the three months ended March 31, 2011 for an aggregate of $338,780.  These leases have terms of 60 months and interest rates of 9.5%.

Future minimum receipts on lease receivables are as follows:

	Total
Less than 1 Year	$	988,356
1 to 3 Years		2,272,463
3 to 5 Years		172,303
	$	3,433,122

3.    Notes Payable

The Company has two notes payable with an aggregate principal balance of $44,298 ($38,223 and $6,075, respectively) at March 31, 2012 and $59,285 ($51,790 and $7,495, respectively) at December 31, 2011.  These notes bear interest at 12% and 11%, respectively, and expire November 1, 2012 and March 1, 2013, respectively.  Monthly principal and interest payments total $5,533.

4.     Line of Credit

The Company maintains a Revolving Credit, Security and Warrant Purchase Agreement (the “Credit Agreement”) with Cenfin LLC (the owner of Cenfin LLC beneficially owns approximately 38.7% of the Company’s common stock, inclusive of warrants, as of March 31, 2012), a Delaware limited liability company (“Cenfin”) that was originally entered into on June 5, 2009.  The Credit Agreement, which has been amended from time to time and matures on June 5, 2017, provides the Company with a maximum borrowing capacity of $25,000,000 and asserts certain financial and non-financial covenants.  Under and subject to the terms of the Credit Agreement, interest accrues at the Federal Funds Rate plus 5%, is payable quarterly, and is collateralized by substantially all of the assets of the Company.  Additionally and pursuant to each advance, the Company will issue Cenfin a Revolving Credit Note and warrants to purchase shares of Roomlinx common stock equal to 50% of the principal amount funded divided by (i) $2.00 on the first $5,000,000 of borrowings on or after July 15, 2010 ($4,712,000 as of March 31, 2012) or (ii) thereafter the fair market value of the Company’s common stock on the date of such draw for advances in excess of $5,000,000.  The exercise price of the warrants is $2.00 for the warrants issued on the first $5,000,000 of borrowings made after July 15, 2010 and, thereafter, the average of the high and low market price for the Company’s common stock on the date of issuance. The exercise period of these warrants expire three years from the date of issuance.

As of March 31, 2012 and December 31, 2011, the Company has drawn $5,176,000 and $4,176,000, respectively, against the line of credit (draws of $1,000,000 and $260,000 for the three month periods ended March 31, 2012 and 2011, respectively). No repayments have been made on the line of credit borrowings. These advances will be repaid at various dates between 2014 and 2017.  The balance on the line of credit is reduced by a discount in the amount of $1,425,343 and $1,150,777 as of March 31, 2012 and December 31, 2011, respectively (see Note 6).  The Company was in compliance with all covenants as of March 31, 2012, at which time $19,824,000 was available under the Line of Credit.  Interest expense of $60,604 and $26,901 was recorded for the three month periods ended March 31, 2012 and 2011, respectively.

8

The fair value of the warrants granted during the three months ended March 31, 2012 was $350,167. The fair value of the warrant grants were estimated on the date of grant utilizing the Black-Scholes option pricing model adjusted for a blockage discount.  The Company recorded a debt discount of $350,167 in connection with these warrant grants.

Future minimum payments against the line of credit are as follows:

Years ended	Minimum
March 31,	Payments
2014	$	464,000
2015		1,232,000
2016		2,480,000
2017		1,000,000
	$	5,176,000

5.     Commitments and Contingencies

Operating Leases:    The Company leases its current office space under operating lease agreements having expiration dates through 2014.  Under the terms of these agreements, the Company exercised its option to give a six month notice on November 30, 2011 of its intent to vacate the premises and terminate its leases as of May 31, 2012.  On April 10, 2012 the Company executed a lease agreement for new office space with an effective date of May 1, 2012.  Terms of the lease establish a base rent per square foot plus operating expenses throughout the term of the lease which expires September 30, 2015.  The Company’s future minimum lease payments are as follows: $82,592 for the year ended March 31, 2013; $132,849 for the year ended March 31, 2014; $149,898 for the year ended March 31, 2015; and $76,042 for the year ended March 31, 2016.

Capital Lease Obligations:  The Company has capital lease arrangements related to the acquisition of software.  These arrangements are collateralized by the software and expire at varying dates through March 2015 with future minimum lease payments as follows:  $16,539 for the year ended March 31, 2013; $13,740 for the year ended March 31, 2014; and $13,740 for the year ended March 31, 2015.

6.     Equity

Preferred Stock:    The Company has authorized 5,000,000 preferred shares with a $0.20 par value, of which 720,000 shares have been designated as Class A Preferred Stock.  The Class A Preferred stock has a liquidation preference of $0.20 per share and is entitled to receive cumulative annual dividends at the rate of 9%, payable in either cash or additional shares of Class A Preferred Stock, at the option of the Company.  As of March 31, 2012 and 2011, there were 720,000 shares of Class A Preferred Stock issued and outstanding.  Class A dividends accumulated and unpaid as of March 31, 2012, were $175,440; these dividends have not been declared by the board of directors and therefore are not included in accrued expenses.

Common Stock:    The Company has authorized 200,000,000 shares of $0.001 par value common stock.  As of March 31, 2012 and December 31, 2011, there were 5,118,877 shares of common stock issued and outstanding.

Warrants:    During the three months ended March 31, 2012, 250,000 warrants were granted pursuant to the clauses the Credit Agreement.  The warrants were issued at an exercise price of $2.00, vested immediately, and expire 3 years from the date of grant.  During 2011, 65,000 warrants were granted pursuant to the Credit Agreement.  The warrants were issued at an exercise price of $2.00, vested immediately, and expire at 3 years from the grant dates.

During 2011, an aggregate of 62,500 warrants previously issued under the Credit Agreement were exercised.  The warrants were exercised at a strike price of $2.00 resulting in cash receipts of $125,000.

As of March 31, 2012, the Company had outstanding 976,550 warrants issued in connection with the line of credit (see Note 4).

9

The following are assumptions utilized in estimation of the fair value of the warrants granted during the three month periods ended March 31, 2012 and 2011:

	2012			2011
Term	3 years			3 years
Expected volatility		136% - 148	%		125	%
Risk free interest rate		0.35% - 0.57	%		1.18	%
Dividend yield		0	%		0	%

The following is a summary of such outstanding warrants for the three month period ended March 31, 2012:

					Weighted
			Weighted		Average
	Shares		Average		Remaining		Aggregate
	Underlying		Exercise		Contractual		Intrinsic
	Warrants		Price		Life (in years)		Value
Outstanding at January 1, 2012		726,550	$	2.21
Granted		250,000	$	2.00
Outstanding and exercisable at March 31, 2012		976,550	$	2.17		2.34	$	964,000

Options:    In 2004, the Company adopted a long term incentive stock option plan (the “Stock Option Plan”) which covers key employees, officers, directors and other individuals providing bona fide services to the Company. The Stock Option Plan provides for the issuance of up to 1,200,000 shares of common stock upon exercise of options which may be granted pursuant to the Stock Option Plan. As of March 31, 2012, options to purchase 939,194 shares were outstanding. The options vest as determined by the Board of Directors and are exercisable for a period of no more than 10 years.

During the three month period ended March 31, 2012, the board of directors approved the grant of an aggregate of 340,000 Incentive Stock Options and an aggregate of 195,000 Non-Qualified options.  Such options were issued at an exercise price of $4.00, vest at various times over three years, and expire 7 years from the grant date.  No grants were made for the three month period ended March 31, 2011.

The following are the assumptions utilized in the estimation of stock-based compensation related to the stock option grants for the three month period ended March 31, 2012:

Expected term	7 years
Expected volatility		225	%
Risk free interest rate		1.69	%
Dividend yield		0	%

A summary of stock option activity under the Stock Option Plan is presented below:

Options	Number of Shares			Weighted Average Exercise Price		Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2012		404,194		$	2.78
Granted		535,000			4.00
Exercised		-			-
Forfeited		(1,000	)		3.10
Outstanding at March 31, 2012		938,194		$	3.48		5.26	$	227,650
Exercisable  at March 31, 2012		342,064		$	2.63		3.77	$	227,450

10

The Company recorded stock-based compensation expense of $53,317 and $150,971 for the three month periods ended March 31, 2012 and 2011, respectively. The amounts are recorded in selling, general and administrative expense in the statement of operations. The fair value of stock options that vested and became exercisable during the three months ended March 31, 2012 and 2011 was $1,401 and $22,090 respectively. At March 31, 2012, there was approximately $2,263,568 in unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of approximately 3 years.

A summary of the activity of non-vested options under the Company’s plan for the three months ended March 31, 2012 is presented below:

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2012		63,297		$	3.68	$	2.98
Granted		535,000			4.00		3.99
Vested		(1,500	)		1.00		0.93
Forfeited		(667	)		3.10		2.85
Non-vested at March 31, 2012		596,130		$	3.93	$	3.89

7.      Segment Information

Financial information for our segments, as of March 31, 2012 and 2011, is as follows:

	Hospitality			Residential		Corporate			Totals
Three months ended March 31, 2012
Revenue	$	1,298,627		$	238,914	$	-		$	1,537,541
Operating income (loss)	$	(882,181	)	$	35,323	$	(97,793	)	$	(944,651	)
Net income (loss)	$	(962,765	)	$	35,323	$	(97,793	)	$	(1,025,235	)
Three months ended March 31, 2011
Revenue	$	1,200,032		$	223,140	$	-		$	1,423,172
Operating income (loss)	$	(498,194	)	$	36,563	$	(76,786	)	$	(538,417	)
Net income (loss)	$	(497,144	)	$	36,563	$	(76,786	)	$	(537,367	)
Total Assets as of March 31, 2012	$	7,302,935		$	331,497	$	688,480		$	8,322,912
Financial information of geographical data by segment as of March 31, 2012 and 2011 is as follows:
	United States			Canada		Other Foreign			Totals
Three months ended March 31, 2012
Hospitality Revenue	$	1,105,549		$	159,074	$	34,004		$	1,298,627
Residential Revenue		238,914			-		-			238,914
Totals	$	1,344,463		$	159,074	$	34,004		$	1,537,541
Three months ended March 31, 2011
Hospitality Revenue	$	886,371		$	264,992	$	48,669		$	1,200,032
Residential Revenue		223,140			-		-			223,140
Totals	$	1,109,511		$	264,992	$	48,669		$	1,423,172
Total Assets as of March 31, 2012	$	5,711,288		$	2,417,849	$	193,775		$	8,322,912

11

8.      Subsequent Events

On May 4, 2012, the Company entered into a Securities Purchase Agreement with certain investors (collectively, the “Investors”), pursuant to which the Investors purchased Units from Roomlinx for a purchase price of $2.50 per Unit.  Each Unit consisted of (x) one share of common stock of Roomlinx and (y) a warrant to purchase one-half share of common stock at an exercise price of $3.75 per share, subject to adjustment as provided in the warrant.  Roomlinx sold and issued an aggregate of 1,200,000 shares of common stock to the Investors and issued warrants to the Investors for the purchase of an additional 600,000 shares of common stock.  Roomlinx received approximately $2.8 million (gross proceeds of $3,000,000 less placement fees and other offering expenses) from the Investors in respect of the sale of Units.  Roomlinx has the right to sell up to an additional 400,000 Units on the same terms as the Units sold by Roomlinx pursuant to the Securities Purchase Agreement; provided that the closing of the sale of any such additional Units takes place by the close of business on May 25, 2012.  Proceeds from the offering will be used for general corporate and working capital purposes including deployment of the Company’s iTV applications under a Master Service Agreement with Hyatt Corporation announced on March 13, 2012.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the consolidated financial statements and related notes thereto included in our December 31, 2011 Annual Report on Form 10-K, filed with the SEC and with the unaudited interim financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q, as well as our reports on Form 8-K and other SEC filings.

FORWARD-LOOKING STATEMENTS

This report contains or incorporates forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. We develop forward-looking statements by combining currently available information with our beliefs and assumptions. These statements relate to future events, including the Company’s future performance, and management’s expectations, beliefs, intentions, plans or projections relating to the future and some of these statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “seeks,” “future,” “continue,” “contemplate,” “would,” “will,” “may,” “should,” and the negative or other variations of those terms or comparable terminology or by discussion of strategy, plans, opportunities or intentions. As a result, actual results, performance or achievements may vary materially from those anticipated by the forward-looking statements. These statements include, among others:

- Statements concerning the benefits that are expected to result from business activities and results of exploration that are contemplated or completed, such as increased revenues; and

- Statements of the Company’s expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

Among the factors that could cause actual results, performance or achievements to differ materially from those indicated by such forward-looking statements are:

● the risk that the Company will not achieve the strategic benefits of the acquisition of Canadian Communications;

● the volume and timing of systems sales and installations, the length of sales cycles and the installation process and the possibility that the Company’s products will not achieve or sustain market acceptance;

● the timing, cost and success or failure of new product and service introductions, development and product upgrade releases;

● competitive pressures including product offerings, pricing and promotional activities;

● errors or similar problems in its products;

12

● the outcome of any legal proceeding that has been or may be instituted against the Company and others;

● the ability to attract and retain qualified personnel;

● maintaining intellectual property rights and successful litigation involving intellectual property rights;

● legislative, regulatory and economic developments;

● risks related to third-party suppliers and the ability to obtain, use or successfully integrate third-party licensed technology;

● breach of security by third parties; and

● those factors discussed in “Risk Factors” in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”).

Roomlinx makes these statements under the protection afforded by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because forward-looking statements are subject to assumptions and uncertainties, actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. Stockholders are cautioned not to place undue reliance on such statements, which speak only as of the date such statements are made. Except to the extent required by applicable law or regulation, Roomlinx undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

GENERAL

Overview

Roomlinx, Inc., a Nevada corporation (“we,” “us” or the “Company”), provides four core products and services:

In-room media and entertainment

Roomlinx provides a suite of in-room media and entertainment products and services for hotels, resorts, and time share properties.  Products and services included within our in-room media and entertainment offering include our proprietary Interactive TV platform (“iTV”) and on-demand movies.

The Company develops proprietary software and integrates hardware to facilitate the distribution of its Interactive TV platform.    With Roomlinx iTV guests will have access to a robust feature set through the HDTV such as:

● Internet Apps including Netflix, Pandora, Hulu, YouTube, Facebook, and many more

● International and U.S. television programming on demand

● Click and Go TV program guide or Interactive Program Guide (dware)

● Web Games

● MP3 player and thumb drive access

● Ability to send directions from the iTV system to a mobile device

Hotel guests can also easily order room service, interact with hotel associates, make restaurant reservations, edit and print documents as well as gain direct access to local dining, shopping, nightlife, cultural events or attractions all through a dynamic user interface on the TV.  The Interactive TV platform integrates the TV and Internet experience.

The Company provides proprietary software, a media console, which may include a DVD player, and numerous input jacks for the hotel guest, a proprietary wireless keyboard with built-in mouse, and a proprietary remote control with a built in mouse. The Company installs and supports these components.

13

The Company also supplies video-on-demand services to the hospitality industry.  Roomlinx offers a full selection of video-on-demand services and technology; including first non-theatrical release Hollywood motion pictures, adult, and specialty content.

Hotel customers sign long-term service agreements, where we provide the maintenance for the networks, as well as the right to provide value added services over the network.

The Company generates revenue through:

● Ongoing connectivity service and support contracts

● Network design and installation services

● Delivery of content and advertising

● Delivery of business and entertainment applications

● E-commerce

● The customization of its software

● Software licensing

● Delivery of pay-per-view content

● Sale of video-on-demand systems

Free-To-Guest Television Programming.

Our hotel satellite television programming services provide for delivery and viewing of high definition and standard definition television programming for hotels, resorts, and time share properties.  The Company installs and provides services that address the entertainment and information needs of hotel guests and resort guests. We specialize in providing advanced high definition equipment for delivering digital television programming such as ESPN, HBO, Starz, and other specialty and local channels.

The Company generates revenue through:

● The design and installation of FTG systems

● Delivery of television programming fees and/or commissions

Customers typically pay a one-time fee for the installation of the equipment and then pay monthly programming fees for delivery of a specific TV channel lineup.

Wired Networking Solutions and Wireless Fidelity Networking Solutions.

We provide wired networking solutions and wireless fidelity networking solutions, also known as Wi-Fi, for high speed internet access at hotels, resorts, and timeshare locations. The Company installs and creates services that address the productivity and communications needs of hotel, resort, and timeshare guests. We specialize in providing advanced Wi-Fi wireless services such as the wireless standards known as 802.11a/b/g/n/i.

Hotel customers sign long-term service agreements, where we provide the maintenance for the networks, as well as the right to provide value added services over the network.

The Company generates revenue through:

● Ongoing connectivity service and support contracts

● Network design and installation services

Customers typically pay a one-time fee for the installation of the network and then pay monthly maintenance fees for the upkeep and support of the network.

14

Residential Media and Communications

We provide residential and business customers telecommunication services including telephone, satellite television, and wired and wireless internet access. Telephone service is provided through traditional, analog “twisted pair” lines, as well as digital voice over internet protocol (“VoIP”)  Analog phone service is typically provided via an interconnection agreement with CenturyLink, Inc. (formerly Qwest Communications), which allows the Company to resell CenturyLink service through their wholesale and retail accounts with CenturyLink.  VoIP service is provided at properties where the Company maintains a broadband internet service to the end customer, allowing the Company to provide digital phone service (VoIP) over the same lines as their internet service.

Television service is typically provided via the Company’s agreements with DISH Network and DirecTV.  Most television service to customers is provided via a head-end distribution system, or an L-Band digital distribution system.   Television service is offered in high definition whenever possible.

Internet service is provided via both wired and wireless network design. The Company provisions and manages broadband access to the residential customers through both wholesale and resale methods.  Wholesale methods exist when the Company owns and controls the internet circuit and resale methods exist when the Company uses an affiliated third party to provide the internet circuit.

The Company generates revenue through:

● Network design and installation services

● Delivery of telephone service (billed monthly)

● Delivery of Internet service  (billed monthly)

● Delivery of television service (billed by the satellite provider with monthly commissions paid to the Company)

● Management fees for the management of affiliated communication systems

Trends and Business Outlook

Our goal is to be the leading provider of all facets of in-room entertainment, programming, and internet connectivity.  We believe that we are developing the scale, capacity, and reach to respond to our customers needs quickly and that our product offerings differentiate us from other market participants in terms of usability, technical innovation and breadth of offerings. Over the past year, we have taken significant steps towards these goals and in the first quarter of 2012 we signed a master service agreement with Hyatt Corporation validating our technology and our market approach.  We anticipate our focus shifting to operations in order to execute on the Hyatt master service agreement.  We anticipate installing up to 60,000 Hyatt hotel rooms over the next twenty-four months.

We believe there has been a fundamental shift in the way people communicate and from where they get their content.  This shift is affecting guest habits within the hotel room.  Hotel guests are getting their content from the internet or alternative, mobile sources like laptops and smartphones.  Roomlinx developed the Interactive TV platform to embrace these changing habits and allow guests easy access to their content, work, and the internet via the in-room flat panel LCD.   The majority of Roomlinx’s growth is the result of a fundamental shift in the way people communicate and from where they get their content and this shift is affecting guest habits within the hotel industry.  We have seen strong usage of the Interactive TV platform at our current hotel installations and we believe there is even greater ability to monetize our Interactive TV platform as we increase hotel penetration and usage.  We believe our Interactive TV platform creates a true differentiation for Roomlinx and we will continue to invest in product enhancements and Interactive TV sales and marketing efforts.

Although our current results demonstrate the initial success of our efforts, general economic conditions and market uncertainty may still negatively affect our financial results in future periods.  We anticipate that the rate of new orders may vary significantly from quarter to quarter. Consequently, if anticipated sales and shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high, and our operating results for that quarter and future quarters may be adversely affected.  Further, given the lag between the incurrence of expenses in connection with sales “wins” and the resulting revenue stream, we anticipate that, while we will see organic growth that positions us for future profitability, our costs of sales and other operating expenses will exceed our revenues in the near term.  We have incurred operating losses since our inception.

15

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts and property and equipment valuation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest programming, video on demand, and iTV as well as residential phone, internet and television.  Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement.  Analyzing an arrangement to identify all of the elements requires the use of judgment, however, once the deliverables have been identified, the Relative Fair Value of each Element was determined under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASU Topic 650.

The effect of application of this standard may be to defer revenue recognition for installations across the service period of the contract and to re-allocate and/or defer revenue recognition across various service arrangements.

In order to promote the Interactive TV platform, Roomlinx has agreed to provide certain customers with direct sales-type lease financing to cover the cost of installation.  These transactions result in the recognition of revenue and associated costs in full upon the customer’s acceptance of the installation project and give rise to a lease receivable and unearned income.

We estimate the collectability of our trade receivables. A considerable amount of judgment is required in assessing the ultimate realization of these receivables, including analysis of historical collection rates and the current credit-worthiness of significant customers.

Inventory includes materials on-hand at our warehouses as well as the cost of hardware, software, and labor which has been incurred by us for installation at our customer’s property, but has not been accepted by the customer.

Since inception, we have accumulated substantial net operating loss carry forwards for tax purposes.  There are statutory limitations on our ability to realize any future benefit from these potential tax assets and we are uncertain as to whether we will ever utilize the tax loss carry forwards.  Accordingly, we have recorded a valuation allowance to offset the deferred tax asset.

The Company provides compensation costs for our stock option plans determined in accordance with the fair value based method to estimate the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provide for expense recognition over the service period, if any, of the stock option.

In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

16

RESULTS OF OPERATIONS

On March 12, 2012, Roomlinx and Hyatt Corporation entered into a Master Services and Equipment Purchase Agreement (hereinafter the “Hyatt MSA”) pursuant to which Roomlinx agreed to provide in-room media and entertainment solutions, including its proprietary Interactive TV (or iTV) platform, high speed internet, free-to-guest, on-demand programming and related support services, to Hyatt-owned, managed or franchised hotels that are located in the United States, Canada and the Caribbean.  Roomlinx’s iTV system may be provided in the “full option” (Interactive TV), the “mid option” (SmartTV) or the “lite option” (Video on Demand).

THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011

Revenues for the three months ended March 31, 2012 and 2011 were $1,537,541 and $1,423,172 respectively, an increase of $114,369 or 8%, resulting from a 20% increase in installation revenues associated with in-room media and entertainment products and a 7% increase in recurring revenues.

Direct costs exclusive of operating expenses and depreciation for the three months ended March 31, 2012 and 2011 were $1,220,378 and $963,383 respectively, an increase of $256,995 or 27%.  The increase in cost allocation is 55% to installation revenue and 45% to recurring revenue.  The cost of installation was primarily attributable to increased installation material costs for a pilot program while the costs associated with recurring revenues reflect additional personnel costs in our 24x7 call center.  This was expected as the Company has increased headcount to support future demand as a result of the Hyatt MSA.

Hospitality

Our Hospitality segment includes hotel and meeting rooms in the following geographic segments: United States, Canada, and Other Foreign.  As of March 31, 2012 and 2011, Other Foreign included Mexico and Aruba.  The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access, interactive TV services, free to guest programming, and on-demand programming, as well as advertising and e-commerce products.

United States:US hospitality revenue for the three months ended March 31, 2012 and 2011 was $1,105,549 and $886,371 respectively, an increase of $219,178 or 25%.  This increase is primarily due to increased installations, hardware sales, and recurring revenue streams of our media and entertainment products.

Canada:Canadian hospitality revenue for the three months ended March 31, 2012 and 2011was $159,074 and $264,992 respectively, a decrease of $105,918 or 40%.   This revenue is primarily variable as it is dependent on hotel guest purchases of video on demand films.

Other Foreign:Other foreign hospitality revenue for the three months ended March 31, 2012 and 2011 was $34,004 and $48,669, respectively, a decrease of $14,665 or 30%.

Residential

Our residential segment includes multi-dwelling unit and business customers in the United States.  The products offered include the installation of, and the support and service of, telephone, internet, and television services.

Residential revenue for the three months ended March 31, 2012 and 2011 was $238,914 and $223,140 respectively, and increase of $15,774 or 7%.

Operational Expenses

Total operating expense for the three months ended March 31, 2012 and 2011 was $1,261,814 and $998,206; an increase of $263,608, or 26%.  This increase was primarily due to payroll and related costs associated with hiring personnel to scale our operations for anticipated rapid growth of installation of our products pursuant to the then ongoing negotiation and signing of the Hyatt MSA on March 12, 2012.

17

Our operations department expense increased $206,786 to $438,763 in the three months ended March 31, 2012 compared to the same period in 2011.  This increase is primarily due to an increase of $140,781 in payroll and related expenses related to increased staffing levels to support our commitments in regards to the Hyatt MSA.

Our product development department expense increased $38,292 to $260,733 in the three months ended March 31, 2012 compared to same period in 2011.  This increase is primarily due to an increase in payroll and related costs of $54,227 in 2011, less a decrease of $23,916 in the cost of test equipment resulting from utilization of similar equipment at current hotel installations.

Our selling, general and administrative expenses increased $13,888 to $383,216 in the three months ended March 31, 2012 compared to the same period in 2011.  This increase is attributable to an increase in payroll and related costs offset by decreased stock compensation expense.

Depreciation expense for the three months ended March 31, 2012 and 2011 was $179,102 and $174,460 respectively, an increase of $4,642 or 2.7%.

Our operating loss for the three months ended March 31, 2012 and 2011 was $944,651 and $538,417 respectively, an increase of $406,234 or 75%.  This increase is primarily attributable to personnel costs associated with the hiring of operational personnel to support the Hyatt MSA as more fully described under total operating expense.

Non-Operating

For the three months ended March 31, 2012 and 2011, our non-operating income was $57,968 and $64,578 respectively.  Non-operating income consists of interest income earned on lease receivables.

Our non-operating expenses for the three months ended March 31, 2012 and 2011 were $ $138,552 and $63,528 respectively, an increase of $75,024.  This increase is primarily attributable to an increase in interest expense of $29,330 consistent with the increase in our line of credit and an increase in financing costs of $52,484 associated with debt discount expense on warrants issued pursuant to draws against our line of credit.  Our foreign currency loss was $390 for the three months ended March 31, 2012 as compared to $3,550 for the three months ended March 31, 2011.  This decrease is due to the fluctuations in the value of the foreign currency.

For the three months ended March 31, 2012, we reported a net loss of $1,025,235, compared to a net loss of $537,367 for the three months ended March 31, 2011. As discussed above, increased personnel costs associated with the ramp up of personnel to support the Hyatt MSA was the primary factor that contributed to the increased net loss.

FINANCIAL CONDITION

LIQUIDITY & CAPITAL RESOURCES

As of March 31, 2012 we had $814,379 in cash and cash equivalents, which amount, in addition to the credit facility provided by Cenfin, LLC, is sufficient to fund operating activities, new product installations, and to continue investing in our new media and entertainment product through 2012.  Working capital at March 31, 2012 was $2,162,667.

Operating Activities

Net cash used by operating activities was $738,503 and $174,051 for the three months ended March 31, 2012 and 2011, respectively.  The increase in cash used in operations of $564,452 was primarily attributable to the increase in net loss of $486,058; while the fluctuation in working capital increased $495,297.  Fluctuations in working capital (current assets less current liabilities) are primarily due to the timing of the customer’s acceptance of installations resulting in the expensing of inventory and the corresponding revenue recognition of deposits previously classified as deferred revenue.  Changes in significant recurring non-cash adjustments, such as stock based compensation were offset by other non-cash items.

18

Investing Activities

Net cash provided by investing activities was $207,915 for the three months ended March 31, 2012 compared to $343,197 used by investing activities during the same period in 2011.  The increase in cash provided by investing activities of $551,112 was primarily attributable to (i) an increase in 2011 cash receipts against leases receivable totaling $91,473, and (ii) a savings of $426,900 resulting from equipment installation lease financing transactions in 2011 versus 2012.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2012 and 2011 was $981,457 and $358,257 respectively.  The increase in cash $623,200 is primarily attributable to Company financing operations with advances against its line of credit and capital leases totaling $1,000,000 in 2012 compared to line of credit advances and sales of securities totaling $385,000 in 2011.  Payments on lease and notes payable also decreased $9,200 in 2012 versus 2011.

Contractual Obligations

We have operating and capital lease commitments, note payable commitments, and a line of credit commitment. The following table summarizes these commitments at March 31, 2012:

Years ended	Line of		Notes		Lease Obligations				Minimum
March 31,	Credit		Payable		Capital		Operating		Payments
2013	$	-	$	44,298	$	16,539	$	82,592	$	143,429
2014		464,000		-		13,740		132,849		610,589
2015		1,232,000		-		13,740		149,898		1,395,638
2016		2,480,000		-		-		76,042		2,556,042
2017		1,000,000		-		-		-		1,000,000
	$	5,176,000	$	44,298	$	44,019	$	441,381	$	5,705,698

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to risk from potential changes in the U.S./Canadian currency exchange rates as they relate to our services and purchases for our Canadian customers.

Foreign exchange gain / (loss)

Foreign transactions resulted in a loss of $390 for the three months ended March 31, 2012 compared to a loss of $3,550 for the three months ended March 31, 2011. The amount of gain (loss) will vary based upon the volume of foreign currency denominated transactions and fluctuations in the value of the Canadian dollar vis-à-vis the US dollar.

Translation of Financial Results

Because we translate a portion of our financial results from Canadian dollars to U.S. dollars, fluctuations in the value of the Canadian dollar directly affect on our reported consolidated results.  We do not hedge against the possible impact of this risk.  A ten percent adverse change in the foreign currency exchange rate would not have a significant impact on our consolidated results of operations or financial position.

19

Item 4.  Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

As of March 31, 2012, our management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based on their review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our fiscal quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II - OTHER INFORMATION

21

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), on January 18, 2012, the Company granted 125,000 warrants to Cenfin LLC, pursuant to the clauses outlined in the Credit Agreement dated June 5, 2009, as amended (See Note 4 to Consolidated Financial Statements).  Such warrants were issued at an exercise price of $2.00 per share and vest immediately; the warrants expire 3 years from the date of issuance.

Pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act, on March 14, 2012, in connection with the Master Services & Equipment Purchase Agreement between the Company and Hyatt Corporation, the board of directors approved the grant of an aggregate of 500,000 options to purchase shares of common stock, pursuant to the Company’s Long-Term Incentive Plan, to employees and/or contractors of the Company including the grant of 117,500 options to Michael S. Wasik, the Chief Executive Officer of the Company and the grant of 10,000 to Steve Skalski, the Chief Operating Officer of the Company.  Such options were issued at an exercise of $4.00 per share, vest on the anniversary of the grant date ratably over a 3 year period subject to certain performance metrics determined by the board of directors, and expire 7 years from the grant date.

Pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act, on March 16, 2012, the Company granted 125,000 warrants to Cenfin LLC, pursuant to the clauses outlined in the Credit Agreement dated June 5, 2009, as amended (See Note 4 to Consolidated Financial Statements).  Such warrants were issued at an exercise price of $2.00 per share and vest immediately; the warrants expire 3 years from the date of issuance.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits

10.1 Master Service and Equipment Purchase Agreement, dated March 12, 2012, by and between Hyatt Corporation and the Company.*

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officers.

32.1 Certification of the Chief Executive and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Brackets surrounding asterisks in this exhibit denote the omissions.

22

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Roomlinx, Inc.
By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer and Chief Financial Officer
Date:	May 16, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer and Chief Financial Officer
Date:	May 16, 2012

23

EX-10.1

Exhibit 10.1

[***] INDICATES INFORMATION THAT HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST AND THIS INFOMRATION HAS BEEN FILED UNDER SEPARATE COVER WITH THE COMMISSION.

MASTER SERVICES & EQUIPMENT PURCHASE AGREEMENT

THIS MASTER SERVICES & EQUIPMENT PURCHASE AGREEMENT (the “MSA”; together with all Exhibits and other attachments, the “Agreement”) is made as of the 12th day of March, 2012 (“Effective Date”) by and between Hyatt Corporation, a Delaware corporation with a principal place of business at 71 S. Wacker Dr., Chicago, IL 60606 (hereinafter “Hyatt”) and Roomlinx, Inc., a Nevada corporation, with a principal place of business at 2150 W. 6th Avenue Broomfield, CO 80020  (hereinafter “Roomlinx”).  Hyatt or Roomlinx shall mean “Party,” and Hyatt and Roomlinx collectively shall mean “Parties.”

WITNESSETH:

WHEREAS, Hyatt or its Affiliates (as defined below) manages, own or franchises hotels under the Hyatt brand or other various brands, including, without limitation, Park Hyatt, Grand Hyatt, Hyatt Regency, Andaz and Hyatt Resorts;

WHEREAS, Roomlinx provides high speed internet access including the equipment, network design, implementation, maintenance and support services as further described on Exhibit A (referred to herein as the “HSIA System”and, with respect to the services provided by Roomlinx with respect to the HSIA System, the “HSIA Services”);

WHEREAS, Roomlinx provides content-provider services including access to movies, music, video games, interactive services, business applications and communication tools, and other types of programming, media and certain other content as further described on Exhibit A (the “Content”);

WHEREAS, Roomlinx owns a proprietary interactive information and entertainment system to deliver Content which is comprised of a remote control, a media console such as a set-top box or related device, wireless keyboard, graphical user interface, database, all other equipment and user software to operate on a high-speed local area network and installs, maintains and supports such systemas further described on Exhibit A(referred to herein as the “iTV System”and, with respect to the services provided by Roomlinx with respect to the iTV System, the “iTV Services”);

WHEREAS, Roomlinx provides satellite or cable Free To Guest in-room programming (“FTG”) together with the required equipment and installation services as further described on Exhibit A (the referred to herein as the “FTG System” and, with respect to the services provided by Roomlinx with respect to the FTG System, the “FTG Services”); and

WHEREAS, certain Hotels (as defined below) may desire to procure, and Roomlinx is willing to provide, the HSIA System, Content, iTV System and FTG System, as more particularly set forth herein (collectively, the HSIA System, Content, iTV System and FTG System shall be referred to herein as the “System”);

WHEREAS, certain Hotels may desire to procure, and Roomlinx is willing to provide, the HSIA Services, iTV Services and FTG Services, as more particularly set forth herein (collectively, the HSIA Services, iTV Services and FTG Services shall be referred to herein as the “Services”);

NOW, THEREFORE, for and in consideration of the agreements of the Parties set forth below and intending to be legally bound, the Parties hereby mutually agree as follows:

1.            Term of the Master Services Agreement.   This Agreement shall be for a term commencing on the Effective Date and, unless earlier terminated as set forth herein, shall remain in effect for the longer of: (a) five (5) years after sixty (60) days following the Effective Date (“Initial Term”); and (b) to the extent any HSA (as defined below) is in effect as of the end of such Initial Term, then the terms and conditions of this Agreement shall apply to such HSA through the expiration or termination of such HSA (the “Extension Term”).  Hyatt shall have the right to extend the Initial Term or the Extension Term of this Agreement (whichever is later) with respect to any or all HSAs on a month-to-month basis for a period up to eighteen (18) months after the expiration or termination of such Initial Term or Extension Term (as the case may be and provided that termination of the Initial Term of Extension Term was not by Roomlinx due to Hyatt’s uncured, material breach of the Agreement) upon written notice to Roomlinx sent at least sixty (60) days prior to the expiration of the Initial Term or Extension Term (as the case may be) (“Renewal Term”).  Further, upon completion of a Renewal Term, Hyatt shall further have the right to extend any or all HSAs on a month-to-month basis (the “Second Renewal Term”), provided that Roomlinx may terminate any or all remaining HSAs during the Second Renewal Term upon ninety (90) days prior written notice to Hyatt (for clarity, with no termination effective until after the ninetieth (90th) day of the Second Renewal Term), collectively  the Initial Term, Extension Term, Renewal Term and Second Renewal Term shall be referred to herein as the “Term”).

2. Agreement Structure; Scope of Service.

A. The Parties acknowledge and agree that this Agreement is a master agreement which governs the relationship between Hyatt and Roomlinx.  Subject to Section 2(B)(ii) and Section 3 below, Hotels designated by Hyatt in its sole discretion will enter into a separate HSA (as defined in Section 2(B)i below) for Roomlinx to provide the Services directly to such Hotel.

B. During the Term, Roomlinx agrees to offer the Systems and Services to the Hotels designated by Hyatt in Hyatt’s sole discretion (and subject to Section 3 below).  For purposes of this Agreement, “Hotel” or “Hotels” means the hotels, that: (i) are owned and operated by Hyatt (or its Affiliates) and located in the United States, Canada and the Caribbean (“Territory”) (subsection (i), the “Owned Hotels”); (ii) are located in the Territory and owned by a third party, but operated or managed by Hyatt (or its Affiliates) (“Managed Hotels”); or (iii) are located in the Territory and franchised by Hyatt (or its Affiliates) (“Franchised Hotels”). Notwithstanding the foregoing, the provision of the Systems and Services by Roomlinx are subject to: (x) any geographic restrictions on the provision of Services as mutually agreed upon by the Parties and set forth in the applicable Exhibit(s); (y) applicable laws, rules or regulations on Content; and (z) any other limitations as mutually agreed upon by the Parties and set forth in the applicable Exhibit(s).

i. Each Hotel designated by Hyatt shall have the right to place an order for any Systems and Services with Roomlinx (“Order”) and upon receipt by Roomlinx of such Order, Roomlinx and the Hotel will negotiate in good faith and exercise commercially reasonable efforts to sign a Hotel Services & Equipment Purchase Agreement substantially in the form attached hereto as Exhibit C (“Hotel Agreement” or “HSA”); provided that Roomlinx agrees and acknowledges that certain Hotels will have Hotel specific terms and conditions [***].

ii. The parties to the applicable Hotel Agreement shall be solely responsible for their obligations under such Hotel Agreement.  For clarity, Hyatt shall not be responsible for any obligations under a Hotel Agreement unless Hyatt is a party to such Hotel Agreement.  Roomlinx will ensure that Hyatt shall have the right to enforce all of the rights and remedies granted to a Hotel under a Hotel Agreement or pursuant to a Statement of Work on behalf of such Hotel.  The Parties agree that if a Roomlinx act or omission gives rise to a Claim or right to make a Claim by both: (A) Hyatt under this Agreement; and (B) Hyatt or Hotel(s) under one or more HSAs, then in such case, any applicable limitations on liability set forth in this Agreement shall apply to such Claim.  The Parties further agree that, if both Hyatt and Hotel have the right to assert a Claim under an HSA, only one of either the Hotel or Hyatt (as such Hotel and Hyatt shall determine) shall assert such Claim and the limitations on liability set forth in the HSAshall apply.  In addition to the other terms and provisions of the Hotel Agreement, each Hotel Agreement shall include:

a. The scope of Systems and Services to be provided by Roomlinx to such Hotel under the applicable Hotel Agreement, and the applicable timelines and relative obligations of the parties;

b. The fees, expenses and payment for the Systems and Service to be provided by Roomlinx to a Hotel under the applicable Hotel Agreement; and

c. The service level agreements of the maintenance and support services, in the form attached hereto as Exhibit D for the Systems and Services to be provided by Roomlinx to a Hotel under the applicable Hotel Agreement.

iii. With respect to any agreement entered into between a Hotel and Roomlinx prior to the Effective Date of this Agreement with respect to any of the Services and Systems, the Parties agree that a Hotel Agreement consistent with the requirements of this Agreement will be provided to such Hotels and, if accepted by the Hotel, will supersede and replace that Hotel’s existing agreement; provided that the initial term of any existing agreement will not be extended as a function of the Hotel entering into a Hotel Agreement.  Conflicts with the foregoing notwithstanding, Section 2(B)(iv) below shall apply with regard to any Hotel that has signed an agreement with Roomlinx prior to the Effective Date of this Agreement, provided that such Hotel agrees to exercise the option provided for in Section 2(B)(iv).

iv. To the extent that a Hotel Agreement is executed with a Hotel and, during the term of such Hotel Agreement, the Hotel is no longer a Hotel (as that term is defined in this Agreement), then Hyatt or Hotel shall have the right to terminate such Hotel Agreement immediately upon prior written notice to Roomlinx, without any additional compensation to Roomlinx or liability to Hyatt or Hotel and subject to Roomlinx’s transition obligations as set forth in Section 9(H). and provided the Hotel, if it received financing from Roomlinx, fully pays off such financing concurrent with the termination or an alternate arrangement agreed with Roomlinx.

C. For any Hotel Agreement entered into during the initial eighteen (18) months following the Effective Date, such Hotel Agreement shall expire upon expiration of the Initial Term of this Agreement.  For any Hotel Agreement entered into on or after the initial eighteen (18) months following the Effective Date and during the Initial Term, such Hotel Agreement shall have an initial term of five (5) years following the effective date of such Hotel Agreement.

D. The Parties to this Agreement or the parties to a Hotel Agreement may enter into one (1) or more statement(s) of work that describe the Services to be provided by Roomlinx to Hyatt (or its Affiliates) or a Hotel (as the case may be) in a form substantially similar to Exhibit E (each a “Statement of Work” or collectively, “Statements of Works”).  Each Statement of Work:  (i) shall be numbered sequentially and named according to a naming convention mutually agreed to by the parties thereto; (ii) must be signed by authorized representatives of both parties thereto; and (iii) must state that it is entered into pursuant to and in accordance with this Agreement or the HSA, as applicable. Each Statement of Work will have a project plan which shall include, at a minimum, the following:  (A) scope of work; (B) specifications for the deliverables; (C) the responsibilities of each party; (D) the required resources; (E) timeframes for completion of the work; and (F) milestones and dependencies and the actions to remedy for failure to meet milestones.  Once the Statement of Work has been mutually agreed to and signed by the parties, Roomlinx shall perform the Services set forth in the Statement of Work in accordance with such Statement of Work.

E. Within the body of this Agreement, reference is made specifically to various Exhibits and such Exhibits shall apply to each Hotel Agreement unless the Exhibits specifically exclude the application to such Hotel Agreement.

F. “Affiliate” means with respect to a given entity, an entity that is controlled by, under common control with or controls such entity, where “control” means an entity’s (i) ownership, directly or indirectly, of equity securities entitled it to exercise in the aggregate at least 50% of the voting power of another entity or (ii) possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of or with respect to another entity, whether through the ownership of securities, by contract or otherwise.

3. Scope of Service; Commitments; Change Control Procedures.

A. The Services and Systems provided by Roomlinx under a Hotel Agreement may include an iTV System which is defined as one of the following: (i) Interactive TV (“InteractiveTV” or “Full Option”); (ii) SmartTV (“SmartTV” or “Mid Option”); or (iii) Video on Demand (“Lite Option”) and related maintenance and support of Roomlinx as agreed upon by the Hotel that is a party to the Hotel Agreement.

B. The Services and Systems provided by Roomlinx under a Hotel Agreement may include additional offerings of Roomlinx as agreed upon by the Hotel that is a party to the Hotel Agreement.

C. Roomlinx Obligations.

i.   Roomlinx shall provide, at its expense, a full time employee to act as a point of contact or liaison with Hyatt (each, a “Business Manager”) and may change their respective Business Managers at any time, upon written notice to Hyatt.  The Business Manager shall be considered a Key Personnel.

ii.  Roomlinx shall participate in a review no less than once per calendar quarter conducted by the Business Manager at a mutually agreed upon time and location.

iii.            Roomlinx will provide a roadmap of its products and services to Hyatt upon Hyatt’s request and no greater than once per calendar quarter.

iv.To the extent Roomlinx is engaged to perform Services for a Hotel, [***]. During the initial installation, for matters and circumstances within Roomlinx or its subcontractor’s or agent’s control, Roomlinx shall ensure that no Room is without TV service for more than [***] hours, unless mutually agreed to otherwise in the applicable Hotel Agreement and Statement of Work.

v.  [***]

vi. [***]

vii.[***]

viii.          Roomlinx shall provide Hyatt with notice of any subcontractors it uses to perform Services or Systems.  Roomlinx hereby agrees that this Agreement is between Hyatt and Roomlinx, and Roomlinx remains responsible for the acts and omissions of its agents, including subcontractors as though it were Roomlinx performing.

D. Roomlinx will provide the Services and Systems set forth in a Hotel Agreement to all Rooms at such Hotel.  Subject to the limited and exclusive obligation, liability and remedy set forth in Section 3(D)(vii) below, Hyatt and Roomlinx agree that:

i. [***]

ii. [***]

ii. [***]

iv. [***]; and

v. Hyatt shall provide Roomlinx with non-binding rolling monthly forecasts of Orders anticipated to be made by the Hotels, in order to provide Roomlinx sufficient time to make necessary commitments in respect of such Orders.

vi. Orders for a minimum of thirty thousand (30,000) Rooms will be placed with Roomlinx within eighteen (18) months following the Effective Date, and such Orders shall include iTV System and Services, at a minimum.

vii. [***]

viii. In the event that Hyatt meets its obligations under Section 3(D)(i) and Roomlinx is unable to complete installation at all Hotels that have executed HSAs prior to eighteen (18) months from the Effective Date (“Order Commitment Date”) within twenty-one (21) months from Effective Date (“Install Commitment Date”), Roomlinx agrees to extend the discount option per Exhibit A-2, Section 4 until such Hotels are installed; provided that, all such Hotels allow Roomlinx to begin installation within thirty (30) days after entry into such HSA and SOW and the Hotels have reasonably cooperated with Roomlinx in such installation.  To the extent that Roomlinx does not have adequate resources to complete the installation of equipment at Hotels that have executed HSAs and SOWs prior to the Order Commitment Date by the Install Commitment Date in parallel with other (non-Hyatt) brand-wide hotel installations, Roomlinx shall give priority to such Hotels.

E. [***]

F. Roomlinx shall not enter into any agreement or arrangement with a Major Hotel to provide iTV Services to the extent that Roomlinx will commence providing such services prior to December 1st 2012 following the Effective Date of this Agreement.  For the purposes of this Agreement, “Major Hotel” shall be defined as a single brand that possesses, within its brand, more than fifty (50) hotels located in the Territory; provided, however, Roomlinx may contract and may engage in pilots during such period.  Notwithstanding the foregoing, if Hyatt’s obligations set forth in Section 3(D)(i-vi) are eliminated under Section 3(E), then this Section 3(F) shall be of no further force or effect.

G. Upon Hyatt’s request, Roomlinx will assist in sales and educational efforts as approved by Hyatt in advance with the Hotels regarding the Services of Roomlinx.

H. Hyatt shall have the right to request a change with respect to the Services (“Change”).  To the extent Hyatt requests a Change, Roomlinx shall provide to Hyatt a written analysis of the Change (“Change Analysis”) describing any changes in products, services, assignment of personnel and other resources that Roomlinx believes would be required and additional fees and costs that would be charged by Roomlinx therefor per the applicable Exhibits.  Any Change shall be documented by the Parties in writing (a “Change Order”), which Change Order may include all applicable elements of the applicable Change Analysis.  Neither Party shall have any obligation with respect to a Change unless and until a Change Order has been executed by authorized representative of each Party in accordance with the procedures set forth in this Section (“Change Control Procedures”).

I. Roomlinx shall test all Systems and Services prior to installation of any such Systems and Services at a Hotel pursuant to mutually agreed test and acceptance guidelines (“T&A Standards”).  Roomlinx shall provide such written evidence as set forth in the T&A Standards.  Hyatt shall have the right to review and accept or reject the installation of all Systems and Services pursuant to the quality assurance (“QA”) standards agreed to by the parties within ninety (90) days after the Effective Date and, if no QA standards are agreed to, then generally accepted industry standards for systems and services of a similar nature to the nature of the Systems and Services contemplated herein shall apply (“Acceptance Standard”).  If Hyatt or Hotel rejects any of the Systems or Services due to failure to achieve the Acceptance Standard, Roomlinx shall, at its own cost, promptly re-perform the Services and provide fixes to the Systems.  Hyatt shall then have the right to review and accept or reject such Systems and Services in accordance with this Section.  No Systems and Services shall be accepted until such Systems and Services have attained the Acceptance Standard, as Hyatt or the Hotel shall certify within in accordance with this Section (“Acceptance”). If a Hotel is offering Services or Systems prior to Acceptance, the Hotel’s payment obligation shall begin at the time of use, not Acceptance.

4. Fees; Payments; Financing; Taxes.

A. All fees and charges (collectively, “Systems and Services Fees”) payable by the Hotels for the Systems and Services are set forth in the Exhibits to this Agreement.  If Roomlinx is to provide Preliminary Services (e.g. site survey and as further defined in the applicable Statement of Work) to a Hotel, such Hotel shall place a purchase order for [***] with Roomlinx before Roomlinx shall be required to perform such Preliminary Services.

B. All undisputed amounts due under this Agreement and any Hotel Agreement (unless otherwise mutually agreed in the Hotel Agreement) shall be paid in U.S. currency within forty-five (45) days following Hyatt (or the applicable Hotels) receipt of a proper, undisputed invoice.

C. Roomlinx will provide up to the lesser of the (a) Hyatt Equivalent Amount (defined below) and (b) eleven million US dollars ($11.0 million) for Owned Hotels, Managed Hotels and Franchised Hotels to purchase equipment for the Systems from Roomlinx (“Roomlinx Financing”) at interest rates no greater than11.5% per annumover the term of the Hotel Agreement:

i. Roomlinx financing shall be made available only to Owned Hotels, Managed Hotels and Franchised Hotels who meet the following Roomlinx minimum credit criteria and who have selected either the Full Option or Mid Options:

(a) Occupancy Rate. Hotel has an average minimum occupancy rate of at least an average of [***] for 24 months prior to an Order; and

(b) Financials.  Hotel has a Debt to EBITDA Ratio of [***] or lessat the time of an Order.

ii. Roomlinx shall be granted a first priority purchase money security interest in any and all equipment, or proceeds received from the sale of the physical equipment, financed with Roomlinx Financing (“Collateral”) of the Owned Hotel, Managed Hotel or Franchised Hotel, Roomlinx shall be authorized to file financing statements and any other applicable documents in order to perfect such security interest and Roomlinx shall require such Owned Hotel, Managed Hotel or Franchised Hotel to abide by certain covenants and restrictions until Roomlinx has been repaid all amounts owing to Roomlinx.  To the extent permitted by the Hotel’s policy at a reasonable additional cost, if any, and only with regard to the financed equipment, such Owned Hotel, Managed Hotel or Franchised Hotel shall add Roomlinx as an additional insured on its insurance policies and provide a certificate of insurance to Roomlinx.

iii. For any given Owned Hotel, Managed Hotel or Franchised Hotel that has received Roomlinx Financing, the maturity date for any Roomlinx Financing shall be no later than the earliest to occur of: (a) expiration of the Initial Term, (b) termination of this Agreement, or (c) termination of the Hotel Agreement with such Hotel.

iv. “Hyatt Equivalent Amount” shall mean the amount of installation fees that are payable to Roomlinx by Owned Hotels that have not taken Roomlinx financing, under Hotel Agreements with such Owned Hotels.

D. Each Hotel shall be responsible for all taxes applicable to the Services provided by Roomlinx under the Hotel Agreement to the extent that such taxes are included in the invoice for the Services to which such taxes apply, except that Hotel is not responsible for taxes attributable to the income, gross receipts or net worth of Roomlinx. The applicable Hotel shall collect and pay sales tax due in respect of any Hotel’s guests’ use of the Services and Systems and such sales taxes shall be excluded from the calculation of any Revenue Shares.

E. Step-In Rights.

i. For purposes of this Section 4(E), a “Triggering Event” shall mean either of the following: (a) Roomlinx is subject to a bankruptcy, assignment for the benefit of its creditors, or is in receivership or similar proceeding, and which causes Roomlinx to be unable to pay a lender supporting its Financing Obligation or a Content provider in a manner that would have a material adverse affect on provision of System and Services, or Roomlinx otherwise declares in writing to Hyatt that Roomlinx will be unable to pay a lender supporting its Financing Obligation or a Content provider in a manner that would have a material adverse affect on provision of System and Services (“Financial Insecurity”); or (b) Roomlinx is unable to perform its Services or Systems obligations hereunder after having the opportunity to do so, such failure to perform would cause a material adverse effect on Hyatt (including making Services unavailable) and such failure can be cured by Hyatt or a third partyon a commercially reasonable basis (“Performance Discontinuance”).

ii. On and after a Trigger Event and until such Trigger Event is cured the Triggering Event, Hyatt may assign Hyatt staff or third parties to step in and: (a) perform only the Services or Systems that are not being performed in accordance in this Agreement due to the Triggering Event until such time as Roomlinx cures the Triggering Event; and (b) makes the minimum payment necessary to cure any Financing Obligation or payment to a Content vendor, solely to the extent Roomlinx is not paying the same during the continuance of the Triggering Event.  In addition, with respect to the Financing Obligations, Roomlinx shall use commercially reasonable efforts such that Hyatt has the right to step in to any agreements between Roomlinx and a third party during the continuance of a Triggering Event to provide the financing to the Hotels so that Hyatt and the Hotels may continue to receive the benefit of the Financing Obligations until such time as Roomlinx can demonstrate the ability to resume provision of the Financing Obligations to the reasonable satisfaction of Hyatt.  In addition, with respect to Roomlinx’s agreements with Content providers, Roomlinx shall use commercially reasonable efforts such that Hyatt has the right to step in to any agreements between Roomlinx and third party Content providers during the continuance of a Triggering Event to ensure that Hotels continue to receive the Content, Services and Systems until such time as Roomlinx can demonstrate the ability to resume provision of the Content, Systems and Services to the reasonable satisfaction of Hyatt.  Collectively, the prior two sentences shall be referred to herein as the “Step-In Rights.”

iii. Step-In Notice. Hyatt may exercise its Step-In Rights by giving Roomlinx notice during the continuance of a Triggering Event (the “Step-In Notice”) The Step-In Notice must specify in reasonable detail the Triggering Event basis on which Hyatt is entitled to exercise its Step-In Rights and the affected Systems and Services.

F.  Exercise of Step-In Rights.

i. As soon as practicable, but not longer than three (3) business days, following Roomlinx’s receipt of the Step-In Notice, Hyatt and Roomlinx shall discuss any alternative course of action which Roomlinx may undertake to remedy the event giving rise to the Step-In Rights, and the manner in which Hyatt shall exercise its Step-In Rights, including how Hyatt shall engage any third party to act on its behalf.  If Roomlinx and Hyatt fail to reach agreement within five (5) business days after Roomlinx’s receipt of the Step-In Notice, Hyatt may exercise its Step-In Rights.  Hyatt’s exercise of its Step-In Rights shall not prejudice any other rights of Hyatt or Roomlinx, except as otherwise set forth in this Section 4(E) under this Agreement.

ii. In exercising its Step-In Rights, Hyatt may itself provide, or may employ a replacement third party provider to provide, the permitted actions in Section 4(E)(ii).  Roomlinx shall cooperate fully with and provide all necessary assistance to Hyatt and any replacement third party provider to enable the cure of the Triggering Event.  Roomlinx’s assistance shall include, on a non-exclusive basis, as permitted by applicable law and applicable agreements:  (a) granting Hyatt or the replacement third party provider management reasonable access to relevant Roomlinx employees; (b) granting Hyatt or the replacement third party provider access to Roomlinx’s premises and materials as needed to provide the Services; (c) granting Hyatt or the replacement third party provider access to management records and systems which relate to the affected Systems and Services as needed to provide the Systems and Services; and if Hyatt requests, providing written confirmation that Hyatt may give to third parties confirming that Hyatt is exercising its rights in compliance with this Agreement.

G. If Hyatt exercises its Step-In Rights for a Performance Discontinuance:

i. Hyatt shall not be obligated to pay or make any payments (whether Fees or otherwise) to Roomlinx for Systems and Services that Hyatt is providing during the continuance of the Triggering Event; and (ii) Roomlinx shall be liable to pay any additional reasonable costs directly incurred by Hyatt solely as a result of the exercise of the Step-In Rights to cure a Triggering Event and that could not be mitigated by Roomlinx and that exceed the amount Roomlinx would have been paid by Hotel for Systems and Services during the continuance of the Triggering Event.  Hyatt shall provide written notice to Roomlinx of such costs incurred promptly after incurrence of such costs. Hyatt’s exercise of its Step-In Rights shall not constitute a waiver by Hyatt of any termination rights or rights to pursue a claim for damages arising out of the failure that led to its exercise of the Step-In Rights.

H. Step-Out Notice.  Hyatt’s Step-In Rights shall end when the applicable Triggering Event is resolved to Hyatt’s reasonable satisfaction.  Hyatt shall deliver a sufficiently prior written notice to Roomlinx specifying the date Hyatt plans to conclude its Step-In Rights (the “Step-Out Notice”).  Roomlinx shall, following receipt of a Step-Out Notice, meet with Hyatt to discuss Hyatt’s findings as a result of the exercise of its Step-in Rights.  Within ten (10) business days after the meeting, Roomlinx shall develop and deliver to Hyatt a plan to implement Hyatt’s reasonable recommendations to improve the Systems and Services.

5. Intellectual Property.

A. As between the Parties, Hyatt shall own and retain all worldwide right, title and interest in and to all Intellectual Property (as defined in Section 5.D below) or other intellectual property rights owned by Hyatt prior to the Effective Date of this Agreement and all improvements thereto.

B. As between the Parties, Roomlinx shall own and retain all worldwide right, title and interest in and to all Intellectual Property or other intellectual property rights owned by Roomlinx prior to the Effective Date of this Agreement and all improvements thereto.

C. During the Term:

(i) Roomlinx shall make available to Hyatt all Intellectual Property relating to or arising from the System or Services (for clarity, the use of “make available” under this subsection means to provide the benefits of the applicable Intellectual Property solely as it is associated with the Services or Systems, and not as a separate delivery of the Intellectual Property or any related hardware or equipment); and

(ii) to the extent that there are any improvements to Roomlinx’s Intellectual Property related to or arising from the System or Services, Roomlinx shall make such improvements promptly available to Hyatt, without any additional compensation or charges to Hyatt except that any improvements commissioned and paid for by a third party for exclusive use by such third party shall not be provided to Hyatt solely to the extent there is any exclusivity period granted to such third party and only for the duration of such exclusivity period.

D. For purposes of this Agreement, “Intellectual Property” means a Party’s Marks (as defined below), copyrighted materials, patents, and trade secrets.

E. Except as set forth in Section 5.A. or Section 5.F. or as otherwise mutually agreed by the Parties in writing, Roomlinx owns all worldwide right, title and interest in and to any and all Intellectual Property produced, generated, developed or created by Roomlinx in the course of providing Services under this Agreement (“Deliverables”).

F. If Hyatt: (i) believes in good faith that Hyatt has developed, created or generated an improvement to the Intellectual Property of Roomlinx that, under this Agreement, would otherwise be deemed the Intellectual Property of Roomlinx and (ii) requests a perpetual license or ownership rights in such Improvement (an “Improvement”), then Hyatt shall provide Roomlinx with a written request to discuss its Improvement (“Formal IP Meeting”).  A Formal IP Meeting shall include: (a) Roomlinx’s CEO, (b) a Hyatt Senior Vice President or Executive Vice President, (c) Roomlinx’s designated technology representative, (d) Hyatt’s designated technology representative; and (e) Roomlinx’s and Hyatt’s intellectual property counsel in each case unless such attendance has been waived by the applicable Party in writing. Roomlinx shall reply to Hyatt promptly as to whether Roomlinx elects to participate in such a Formal IP Meeting or to reject such Formal IP Meeting and if Roomlinx does not respond within 30 days, it will be deemed to have rejected participation in a Formal IP Meeting.  If any communications regarding an Improvement between Roomlinx and Hyatt occur prior to a Formal IP Meeting and Hyatt does not request a Formal IP Meeting within fifteen (15) days after such communications, then any development of such Improvement as between Hyatt Intellectual Property and Roomlinx Intellectual Property, shall be Roomlinx Intellectual Property.  If Roomlinx elects to participate in such Formal IP Meeting, then the following terms shall apply:

i. The Parties will convene for such a Formal IP Meeting, during which time, Hyatt shall describe in detail the applicable Improvement.  Then during or promptly following such Formal IP Meeting, Roomlinx shall provide notice to Hyatt if Roomlinx claims such Improvement was Roomlinx Intellectual Property or Confidential Information of Roomlinx prior to the date of such Formal IP Meeting (“Roomlinx Intellectual Property & Plans”).

ii. If Roomlinx claims it to be part of Roomlinx Intellectual Property & Plans, then Roomlinx must provide evidence sufficient to demonstrate the same; provided that if Hyatt is reasonably objects that such evidence does not demonstrate the same, the Parties agree to form a board comprised of a single representative from each Party (“Improvement Review Board” or “Board”) and the purpose of the Board will be to make determinations of what is or is not Roomlinx Intellectual Property & Plans solely for purposes of this Section 5.F and not with respect to any other purpose of this Agreement or otherwise.  Each Party’s representative shall be a senior member of the Party’s management team with the necessary technical and business expertise necessary to make determinations presented to the Board.  The Board shall render its determinations within ten (10) days of any such meeting.  In the event that the Board is unable to reach a decision on any matter submitted to it for consideration, the Board members shall agree on a neutral third party, paid in equal shares by the Parties, to render the necessary decision and the decision of the neutral third party will be deemed to be the decision of the Board.  Either Party may change its representative to the Board upon thirty (30) days prior written notice to the other Party.

iii. If the Board or neutral third party determines that such Improvement was Roomlinx Intellectual Property & Plans, and if Roomlinx develops such Improvement to its Intellectual Property as an improvement to the Systems and Services during the Term, Roomlinx will make such Improvement available to Hyatt on a non-exclusive basis hereunder, free of any additional charge to Hyatt pursuant to the rights granted to Hyatt in Systems and Services hereunder.  If Roomlinx does not develop such Improvement to its Intellectual Property as an improvement to the Systems and Services within twelve (12) months after such Formal IP Meeting, (A) Roomlinx does not relinquish any ownership of its Intellectual Property, (B) the Parties obligations under Section 10 remain in effect (subject to 5.F.(iii).(C) below) and (C) Roomlinx grants Hyatt a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully-paid up right and license to use, copy, modify, display, transmit (including electronically and wirelessly), and create derivative works of such Improvement (including  the right to charge guests for the same and use third parties to develop) solely for use within the Hotels designated by Hyatt.  The foregoing does not grant Hyatt a license to or waiver of any infringement or misappropriation of any other Roomlinx Intellectual Property and any Hyatt work product related thereto is not deemed part of the System or Services for purposes of this Agreement.

iv. If the Board determines that such Improvement is not existing Roomlinx Intellectual Property & Plans, the Parties obligations under Section 10 remain in effect and Roomlinx may develop such Improvement as an improvement to the Systems and Services (“Hyatt Proposed Deliverable”), and if Roomlinx elects to develop it, the Parties shall mutually agree on either (A) or (B) below and any other applicable development parameters: (A) Hyatt pays for such development, and Roomlinx grants to Hyatt and all Hotels designated by Hyatt an exclusive, perpetual, unlimited, irrevocable, worldwide, royalty-free, fully-paid up right and license to use, copy, modify, display, transmit (including electronically and wirelessly), and create derivative works of such Hyatt Proposed Deliverable (including, without limitation, the right to charge guests for the same and use third parties to develop) or (B) Roomlinx pays for such development, and Roomlinx makes such Hyatt Proposed Deliverable available to Hyatt and the Hotels designated by Hyatt pursuant to the rights granted to Hyatt and the Hotels in the Systems and Services, free of additional charge to Hyatt and the Hotels and Roomlinx may license such Hyatt Proposed Deliverable to third parties and exploit it otherwise without any restrictions.

v. If Roomlinx fails to claim that such Improvement is part of Roomlinx Intellectual Property & Plans, the Parties agree that such Improvement will be the Intellectual Property of Hyatt and Confidential Information of Hyatt hereunder and Roomlinx assigns and shall assign to Hyatt all of Roomlinx’s right, title and interest in and to the Improvement.

G. Subject to the terms and conditions in this Agreement, Roomlinx grants to Hyatt (and its Affiliates) a non-exclusive, non-transferable, worldwide license to use the Roomlinx® trademark in a manner approved in advance, in writing, by Roomlinx in connection with marketing and encouraging use of the Services by the Hotels.

H. Roomlinx acknowledges that, as between Hyatt and Roomlinx, Hyatt has the sole and exclusive right to the use of any and all of Hyatt’s trademarks, trade names, service marks, logos, domain names or other designations of source as Hyatt may designate from time to time (“Marks”).  Roomlinx shall not to use the Marks without the prior written consent of Hyatt.  If Hyatt consents to any use of the Marks by Roomlinx, then: (i) Roomlinx shall only use the Marks in connection with the Services provided by Roomlinx pursuant to this Agreement or a Hotel Agreement; (ii) Roomlinx shall use the Marks exactly in the form provided and in conformance with any trademark usage policies provided by Hyatt; (iii) Roomlinx shall not form any combination marks with the Marks, alter the Marks or any element thereof in any manner, including size, color, spacing, font or appearance, (iv) Roomlinx shall not take any action inconsistent with or otherwise challenge or attack Hyatt’s ownership or registration of the Marks or the validity of the Marks; (v) Roomlinx shall cease to use, and shall thereafter refrain from using, any such Marks immediately upon request by Hyatt or immediately upon the termination or expiration of this Agreement; and (vi) Roomlinx shall destroy any promotional materials that include the Marks immediately following the termination or expiration of this Agreement.   Any goodwill accruing from use of such Marks shall automatically vest and inure to the benefit of Hyatt.  The provisions of this Section shall survive the expiration or earlier termination of the Term of this Agreement.

I. The Parties agree Roomlinx’s proprietary software within the System and all related documentation (“Deposit Materials”) will be deposited into escrow, in accordance with the terms of the Escrow Agreement to be mutually agreed by the Parties as soon as practicable following the Effective Date, but which shall include the following terms, among other terms: (i) the cost of escrowee’s services will be paid for by Roomlinx, (ii) the Deposit Materials will be deposited by Roomlinx within a certain timeframe and updated concurrent with updates made by Roomlinx, (iii) in the event of the resignation of the escrowee (or its successor), the Parties shall promptly appoint a successor escrowee who is mutually acceptable to both Parties hereto, to act immediately upon such resignation, in the discharge of duties and responsibilities pursuant to the terms of the Escrow Agreement, (iv) “Release Conditions” of (a) Roomlinx is no longer an operating going concern or provides written declaration that it has abandoned its obligations to provide Services or Systems, or (b) Roomlinx is subject to voluntary or involuntary bankruptcy or makes assignment for the benefit of creditors or a receiver is appointed for a substantial part of its assets, and as a result of the foregoing, is unable to provide the Services, and (v) Deposit Materials shall be released to Hyatt as a license to use such Deposit Materials solely to perform the duties under the then current HSAs that Roomlinx would have otherwise performed to support the Services and Systems until the Release Conditions have been cured.

6. Governmental Licenses or Permits; Compliance with Laws.

A. Roomlinx represents and warrants that, Roomlinx has obtained, or prior to the applicable Order shall have obtained, any and all necessary governmental licenses or permits or consents required for the proper and lawful conduct of Roomlinx’s business or other activity carried on, in or at any Hotel.  Roomlinx, at its sole cost and expense, shall at all times comply with the requirements of each such license, permit or consent.

B. Roomlinx represents and warrants that Roomlinx’s performance of any and all Services performed pursuant to this Agreement or any Hotel Agreement shall, at Roomlinx’s expense, fully comply with all federal, state or local laws, rules, regulations and ordinances, which may govern or regulate such Services.  Roomlinx further agrees, at its own expense, to be solely responsible for compliance with all federal, state and local laws, rules, regulations, and ordinances that apply to Roomlinx’s employment status or Roomlinx’s employment relationship with others.

7.  Insurance.

A. Roomlinx shall carry and maintain Workers’ Compensation and Employers liability insurance affording benefits for all employees in an amount as required by applicable statutes in which the work or any portion of the work is performed and employers’ liability insurance with limits of [***] for each accident or disease, Comprehensive General Liability insurance through companies satisfactory to Hyatt endorsed to include products and completed operations and contractual liability in a minimum amount of [***] per occurrence, Automobile Liability insurance with a combined single limit of [***] per occurrence for bodily injury and/or property damage and Umbrella or Excess Liability Insurance with limits not less than [***] per occurrence.

Roomlinx shall carry cyber insurance, with coverage inclusive of Roomlinx’s Processing of Personal Information hereunder, concurrent with the execution of this Agreement (“Cyber Insurance”) in an aggregate amount of [***] with an additional [***] in identical coverage added for every 5,000 Rooms installed with Mid Option or Full Option iTV System (e.g., when 5,000 Rooms are installed with Mid Option or Full Option iTV System, aggregate coverage amount must be [***]), up to a maximum of an aggregate amount of [***], and (ii) patent insurance, with coverage inclusive of Roomlinx and third party intellectual property, equipment and software in the Systems or Services, shall be issued by the carrier concurrent with the execution of this Agreement (“Patent Insurance”) in an aggregate amount of [***] with an additional [***] in identical coverage added for every 10,000 Rooms installed with Mid Option or Full Option iTV System in excess of 30,000 Rooms (e.g., when 40,000 Rooms are installed with Mid Option or Full Option iTV System, aggregate coverage amount must be [***]).

B. Roomlinx shall furnish to Hyatt a Certificate of Insurance evidencing such coverage prior to the commencement of Services under any Hotel Agreement and shall continue to provide Hyatt with subsequent Certificates of Insurance evidencing uninterrupted compliance with this insurance requirement until the termination of this Agreement.  With the exception of Workers’ Compensation Insurance, the insurance certificate shall specifically state that: “(i) Hyatt Hotels Corporation; (ii) Hyatt Corporation; and (iii) all entities (and any members to such entities) that are parties to the management agreement, operating agreement, franchise agreement and/or ground lease agreement pertaining to each Hotel that has entered into an HSA” are named as additional insureds under the above policies (each, an “Additional Insured”); such insurance shall be primary and not contributory with Hyatt’s or a Hotel’s insurance.

C. Roomlinx hereby waives and shall cause its Cyber Insurance carrier to waive their rights of subrogation against the Additional Insureds and each of their respective Affiliates, directors, officers, members, and employees.

D. The provisions of this Section shall survive termination or expiration of this Agreement.

8. Indemnification and Limitation of Liability.

A. Except to the extent caused by a Hyatt Indemnitees’ (which excludes Hotel guests) willful misconduct or gross negligence, Roomlinx shall defend, indemnify and hold harmless Hyatt, its Affiliates and their respective officers, directors, agents, members, representatives and employees (subject to Section 8L, collectively, the “Hyatt Indemnitees”) from and against any and all third party (which such third party shall exclude any Hotels) actions, claims, proceedings or allegations (collectively, “Claims”) for any losses, expenses, costs, and/or damages, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to:

i. Roomlinx’ (1) breach of its representations or warranties; or (2) material breach of its obligations hereunder;

ii. Subject to Section 8(I) and Section 8(J), any (1) violation, infringement or misappropriation of third party intellectual property rights by Roomlinx-owned intellectual property, equipment or software in the Systems or Services, or (2) violation, infringement or misappropriation of third party intellectual property rights caused by third party (which such third party excludes the Hyatt Indemnitees) intellectual property, equipment or software in the Systems or Services, in both cases, excluding any Claims arising out of or relating to the unauthorized use or unauthorized modification of such Systems or Services by Hyatt, a Hotel, guests or any other third party under Hyatt’s direction (such exclusion, an “Excluded Claim” and such Claims not including Excluded Claims, “IP Claims”);

iii. A breach of Roomlinx’ obligations set forth in Sections 10 or 11;

iv. Roomlinx’ gross negligence, fraud or willful misconduct; or

iv. Any bodily injuries to or the death of any of Roomlinx’s employees or contractors working at any hotel, however caused or occasioned, or any property damage.

B. For the avoidance of doubt, and without limiting any of the obligations set forth in Section 8(A) but subject to Section 8(G) and (J), Roomlinx shall indemnify, defend and hold harmless the Hyatt Indemnitees for any Claims for Losses relating to or arising out of Roomlinx’ agreements with third-party manufacturers, software licensors or content distributors.

C. Hyatt shall indemnify, defend and hold harmless Roomlinx and its affiliates and their respective officers, directors, agents, representatives and employees from and against any and all Claims for Losses arising out of or relating to (i) Hyatt’s breach of its representations or warranties or material breach of its obligations hereunder; or (ii) Hyatt’s gross negligence or willful misconduct.  For the avoidance of doubt, the Parties acknowledge and agree that Hyatt is not responsible or liable for the acts or omissions of any Hotel guests.

D. EXCEPT WITH RESPECT TO: (I) ANY LOSSES FROM A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTIONS 10 OR 11, (II) ROOMLINX’ WRONGFUL TERMINATION OR ABANDONMENT OF THE SERVICES, (III) A PARTY’S FRAUD OR WILLFUL MISCONDUCT AND (IV) LOSSES DUE TO A PARTY’S OBLIGATIONS SET FORTH IN SECTIONS 8(A), 8(B) OR 8(C), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES OR LOSSES RELATING TO LOST PROFITS, DATA OR USE REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

E. EXCEPT WITH RESPECT TO: (I) ANY LOSSES FROM A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTIONS 10 OR 11, (II) ROOMLINX’ WRONGFUL TERMINATION OR ABANDONMENT OF THE SERVICES, (III) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; AND (IV) LOSSES DUE TO A PARTY’S OBLIGATIONS SET FORTH IN SECTIONS 8(A), 8(B) OR 8(C) (OTHER THAN SECTION 8(A)(I) AND 8(C)(I) THAT ARE NOT RELATED TO OR ARISING FROM BREACHES OF SECTIONS 10, 11 OR 13(B)(III-V) BY ROOMLINX OR SECTION 13(D) BY HYATT),EACH PARTY’S TOTAL MAXIMUM LIABILITY TO THE OTHER PARTY UNDER OR IN RESPECT OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) [***] DOLLARS; OR (B) AN AMOUNT EQUAL TO THE [***] MONTHS SYSTEM REVENUE (AS DEFINED BELOW) FOR THE SYSTEMS AND SERVICES PRIOR TO SUCH CLAIM.

F. For purposes of this Agreement, “System Revenue” means: (i) the total paid to Roomlinx as described in Exhibit A in respect of the iTV Systems and Services, (ii) monthly fees paid to Roomlinx as described in Exhibit A for the HSIA Systems and Services; and (iii) advertising Other Net Revenues as described in Exhibit A and paid to Roomlinx.

G. The Parties agree that to the extent an entity is covered as both a Hyatt Indemnitee under this Agreement and a Hotel Indemnitee under the HSA, the entity shall  exercise its rights under this Agreement as a Hyatt Indemnitee first and not as a Hotel Indemnitee under an HSA.

H. The provisions of this Section 8 shall survive termination or expiration of this Agreement.

I. [***]

J. The Parties acknowledge and agree that the obligations of Roomlinx with respect to any Claim for Loss set forth in Section 8(A)(ii)(2), together with any Claim for Loss set forth in Section 8(A)(ii)(2) under a HSA shall be subject to cap equal to [***] plus an additional [***] for every 10,000 Rooms installed with Mid Option or Full Option after installation of such Mid Option or Full Option at 30,000 Rooms.

K. A Party seeking indemnity under this Section 8 (“Indemnified Party”) shall provide the other Party (“Indemnifying Party”) with prompt written notice of any such third party claim made against it for which it is entitled to indemnity hereunder.  Each Party shall cooperate with the other Party and in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Indemnifying Party shall have the right to control the defense, negotiations and settlement or compromise thereof and shall keep the Indemnified Party informed of the proceedings and review and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the right to consent to the terms of any settlement or compromise with respect to such matter under which the Indemnified Party is required to admit liability, and such approval shall not be unreasonably withheld by Indemnified Party.

L For clarity, the Parties intend for any rights with respect to indemnification for a Hotel to arise pursuant to an HSA and not pursuant to this Agreement.

9. Termination.

A. Roomlinx shall have the right to terminate this Agreement only if Hyatt materially breaches Sections 5, 10 or 13(D) and fails to cure such breach within thirty (30) days after Hyatt’s receipt of written notice from Roomlinx of such failure.  Further, any such termination shall not limit or cancel Roomlinx’s obligations as set forth in Section 9(H).

B. Roomlinx shall ensure that Roomlinx’s termination rights under each Hotel Agreement are comparable to Section 9(A), provided that, in the event Roomlinx seeks to terminate it must send a notice of termination to the Hotel and the Hotel will have another thirty (30) days to cure before the termination becomes effective.

C. In the event that Roomlinx is in material breach of any provision of this Agreement, Hyatt shall so notify Roomlinx in writing.  Notwithstanding anything else contained in this Agreement, if Roomlinx does not cure such breach to the reasonable satisfaction of Hyatt within forty-five (45) calendar days of its receipt of notice, Hyatt may immediately terminate this Agreement.

D. Any termination of this Agreement shall have no effect on any then-effective Hotel Agreements and the parties’ rights and obligations thereunder, except if Hyatt terminates this Agreement under Section 9(C) or 9(E) or Roomlinx terminates this Agreement under Section 9(A), then such terminating Party shall have the right to terminate any then-effective Hotel Agreements.  Conflicts with the foregoing notwithstanding, any such termination shall not limit or cancel Roomlinx’s transition obligations as set forth in Section 9(H).

E. In the event Roomlinx is subject to bankruptcy, assignment for the benefit of its creditors, is in receivership or similar proceeding, Hyatt, with fifteen (15) days advance notice to Roomlinx, may terminate this Agreement.

F. In the event of a delegation, transfer, assignment, change of control or ownership by Roomlinx or the sale of all or substantially all of its assets, in each case (i) to an entity that is not 50% or greater owned or controlled by persons or entities that were Roomlinx stockholders immediately prior to such occurrence, (ii) where Roomlinx management personnel are not running the business that will provide the Services, and (iii) where the Party acquiring control or ownership has stockholder equity less than Roomlinx then current stockholders’ equity, then Hyatt shall evaluate the new owner’s ability to continue to provide Services and maintain the commitment to Hyatt’s strategic direction.  Within thirty (30) days of notice from Roomlinx and request for Hyatt’s election prior to consummation of such transaction, in Hyatt’s sole discretion, Hyatt may elect to express its disapproval of such transaction by providing written notice and identifying such notice as disapproval under this Section (“Disapproval”) and, by providing such Disapproval, have the right, but not the obligation, to terminate this Agreement and any Hotel Agreements (either at once or in staggered fashion), without penalty or liability, by providing Roomlinx with a ninety (90) day advance written election of such termination for any Hotel Agreement or this Agreement at any point within a twenty-four (24) month period after consummation of such transaction; provided, for clarity, any right to termination is contingent and effective only upon consummation of such transaction.  If Hyatt does not provide such Disapproval within such thirty-day period, then its subsequent termination rights for such transaction (but not future transactions) under this Section shall lapse.

G. Upon any termination or expiration of this Agreement, each Party shall return the Confidential Information of the other Party to such Party and shall pay all amounts accrued and owing but unpaid in accordance with the terms of the Agreement.

H. For a period up to one-hundred and twenty (120) days beyond any expiration or termination of the Term, Roomlinx shall provide to Hyatt or to its designees (collectively, “Successor”), reasonable termination assistance (including non-Confidential and non-proprietary knowledge transfer) to allow the services provided by a third-party similar to the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to the Successor; provided, this shall be subject to any confidentiality requirements of Roomlinx and compliance with applicable laws.  Roomlinx shall provide such reasonable termination assistance to Hyatt regardless of the reason for termination, so long as Hyatt has fully paid all overdue, undisputed amounts.  The fees set forth in this Agreement include reasonable termination assistance.  Further, to the extent prior to the expiration or termination of the Term there was no Renewal Term, Roomlinx agrees to perform all Services and provide all Systems and Hyatt or Hotel shall pay for such Services and Systems during the one-hundred and twenty day transition period described above.

10. Confidentiality.

A. “Hyatt Confidential Information” includes: (i) information related to Hyatt’s tests, ideas software, architecture and other technologies, (ii) information related to Hyatt’s business or business plans, (iii) information which Hyatt maintains for business purposes, (iv) proprietary information disclosed by Hyatt to Roomlinx; and (v) any other information which Roomlinx is informed or reasonably ought to know Hyatt regards as confidential.

B. “Roomlinx Confidential Information” (which as between Roomlinx and Hyatt is owned by Roomlinx) includes: (i) information concerning Roomlinx’ tests, ideas, software, architecture and other technologies, (ii) information concerning Roomlinx’ business or business plans and information provided under Section 3(C)(iii), (iii) information which Roomlinx’ maintains for business purposes, , (iv) proprietary information disclosed by Roomlinx to Hyatt; and (v) any other information which Hyatt is informed or reasonably ought to know Roomlinx regards as confidential.

C. Each Party acknowledges that, each Party will acquire information about the other Party pursuant to this Agreement including each other Party’s business activities and operations, its technical information, know-how or trade secrets, all of which are highly confidential and proprietary to the Party disclosing such information The Hyatt Confidential Information and the Roomlinx Confidential Information are herein collectively referred to as the “Confidential Information”).  Subject to subsection (D) below, Confidential Information shall include this Agreement, the terms thereof and the negotiations in respect thereof.  Confidential Information shall not include information: (i) generally available to or known by the public: (ii) that was disclosed to a Party by a third party without breach by such third party of any legal or contractual obligation, (iii) a Party can demonstrate it knew prior to disclosure by the disclosing Party; or (iv) information independently developed by a Party outside the scope of this Agreement and without access to or use of the Confidential Information of the disclosing Party.

D. Each Party shall hold all Confidential Information disclosed to it in strict confidence and shall not reveal such Confidential Information to any third party except for any Affiliates of the receiving Party or Hyatt employees if the Hyatt is the receiving Party or either Party’s contractors who, in each case, have a need to know such Confidential Information to perform its respective obligations under this Agreement and are subject to confidentiality and non-use obligations that are the same or substantially similar to the confidentiality and non-use obligations set forth in this Agreement.  A Party shall have the right to disclose the Confidential Information (including this Agreement or terms hereof) pursuant to requirements of federal or states securities laws or regulations a court order, proceeding or equivalent arbitration tribunal order or in order to enforce  the terms of this Agreement or any Hotel Agreement; provided, however, that the receiving Party shall provide the disclosing Party prior written notice, as soon as reasonably possible and to the extent legally permissible, of such disclosure requirements, court order, proceeding or equivalent arbitration tribunal order and cooperate with the disclosing party to limit the disclosure of such Confidential Information.

E. Each Party shall safeguard the Confidential Information with at least as great a degree of care that is the same or better than the degree of care such as the receiving Party uses to safeguard its own highly sensitive confidential information relating to its own business but in any case no less than a reasonable degree of care.

F. If either Party breaches the obligations set forth in this Section 10, the non-breaching Party shall have, in addition to all other rights in law and equity, the right to seek injunctive relief, it being acknowledged and agreed by the Parties that such breach may cause irreparable injury to such Party and that money damages may not provide an adequate remedy.

G. Each Party shall remain the owner of its own Confidential Information.

11.           Data Privacy.  A breach of the following data privacy and protection provision (the “Data Privacy and Protection Provision”) shall be deemed a material breach of this Agreement.

A. Requirements for Data Processor:  In the event Roomlinx or its agents Process (“Process” and its variants for purposes of this Section includes access, collect, record, organize, use, store, adapt, alter, retrieve, consult, transfer, disclose or destroy) any information relating to a natural person that can be identified or becomes identifiable by virtue of such information, on behalf of Hyatt or its affiliates (collectively, “Personal Information”), Roomlinx in connection with this Agreement shall and shall cause its agents and personnel that Process such Personal Information to:

i. comply with all data protection and privacy laws and regulations in any relevant jurisdictions that are applicable to Roomlinx’ Processing of Personal Information in accordance with this Agreement (together, the “Data Protection Laws”);

ii. agree that, as between the Parties, all such Personal Information shall be deemed to be Hyatt Confidential Information (as defined in Section 10) that is owned by Hyatt and its Affiliates;

iii. Process and retain that Personal Information only on the prior written instructions of Hyatt and only to the extent reasonably necessary for performance of this Agreement;

iv. implement  reasonable technical and organizational measures to protect that Personal Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (including, without limitation, during disposal of such Personal Information), in particular where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing;

v. implement measures to protect Personal Information in accordance with reasonable compliance programs enacted by Hyatt from time to time and provided to Roomlinx in advance in writing;

vi. take reasonable steps to ensure the reliability of personnel who have access to the Personal Information, including, without limitation that such personnel are qualified to do so and have received proper training; and require such personnel to comply with Roomlinx’ obligations under this Data Privacy and Protection Provision;

vii. not disclose Personal Information to any person except: (x) as required or permitted by this Agreement; (y) with the prior written consent of Hyatt; or (z) pursuant to an order or requirement of a court of law, administrative agency, or other governmental body, provided that, if not prohibited from doing so, Roomlinx gives reasonable notice to Hyatt to contest such order or requirement;

viii. promptly notify Licensee of (x) requests for information or complaints about the Processing of Personal Information; (y) requests for access to Personal Information; or (z) requests for Personal Information to be deleted or corrected;

ix. fully cooperate with Hyatt regarding any of the items referred to above and provide Hyatt with information Hyatt reasonably requires to respond to requests or complaints of that or a similar nature (whether made to Hyatt, Roomlinx or a third party);

x. inform Hyatt promptly in case the Personal Information is at risk from seizure (including, without limitation, for purposes of satisfying a debt), insolvency or bankruptcy measures or any other activities of third parties.  Roomlinx shall in such cases inform all third parties that the Personal Information is the sole property of Hyatt; and

xi. not transfer Personal Information across a national border except (y) with the prior written consent of Hyatt; or (z) where Personal Information originates from the European Economic Area, with the  prior written consent of Hyatt and subject to any additional requirements of Hyatt (which may, for the avoidance of doubt, require Roomlinx to ensure such parties as are reasonably specified by Licensee enter into the appropriate Model Clauses, which shall be defined as any or all of the contractual clauses referred to in European Commission Decisions C(2010) 593, C(2001) 4540, C(2001) 1539 and C(2004) 5271).

B.            Roomlinx shall also:

i. notify Hyatt promptly should it be aware that, or reasonably suspect that, any breach of the clauses above or any other breach of security or unauthorized disclosure of or access to any Personal Information has occurred (a “Breach”);

ii. perform a reasonable investigation to learn the cause of the Breach;

iii. promptly take all commercially reasonable steps necessary to remedy the event and prevent the Breach’s recurrence; and

iv. fully cooperate with Hyatt to comply with any notification requirements that may result from such Breach.  Roomlinx shall document and maintain adequate retention process and policies for all Breaches in accordance with all applicable legal and regulatory requirements.

C.           Audit.

i. Roomlinx shall permit Hyatt or its designated representative (the “Auditor”) reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of Hyatt; or (z) undertake verification that Roomlinx is complying with this Data Privacy and Protection Provision.  Hyatt agrees that such audits shall be conducted no more than two (2) times per year.

ii. Hyatt shall use reasonable endeavors to ensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any disruption. Roomlinx shall provide Hyatt or the Auditor with all reasonable co-operation, access and assistance in relation to each audit. Roomlinx shall provide at least five (5) business days’ notice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, in which event no notice shall be required. The Parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hyatt for all its reasonable costs incurred in the course of the audit.

iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect,  with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hyatt, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hyatt.

iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Roomlinx will satisfy the above audit requirements.

12. Roomlinx Privacy Policy and Terms of Use.

A. Roomlinx shall clearly and conspicuously display its privacy policy in compliance with applicable law.

B. Roomlinx will clearly and conspicuously display its terms of use in an enforceable manner and in compliance with applicable law and agrees to fully cooperate with Hyatt regarding the inclusion of language in the terms of use that is legally protective of Hyatt and the Hotels.

C. Conflicts with Section 12(A) notwithstanding, Roomlinx agrees that Roomlinx will only Process Personal Information on the prior written instructions of Hyatt  (it being understood and agreed that Processing of a Hotel guests’ name and/or reservation number solely for use in providing Services to Hotels is authorized by Hyatt) and only to the extent reasonably necessary for performance of this Agreement, and, accordingly, practices in Roomlinx’s privacy policy that are not necessary for performance of this Agreement and otherwise outside the scope of prior, written instruction provided by Hyatt will not be practiced by Roomlinx.

13. Additional Representations and Warranties. In addition to any other warranties, representations and covenants within this Agreement, the Parties make the following representations and warranties:

A. Mutual.  Each Party represents and warrants to the other Party: (i) such Party’s execution, delivery and performance of this Agreement have been authorized by all necessary corporate action, do not violate in any material respect the terms of any law, regulation, or court order to which such Party is subject, do not violate or contravene the terms of any material agreement to which such Party is a party, and are not subject to the consent or approval of any third party, (ii) this Agreement is the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally, or general equitable principles, (iii) such Party is not subject to any pending or, to such Party’s knowledge, threatened litigation or governmental action which could interfere with such Party’s performance of its obligations hereunder, and (iv) such Party has secured or shall secure all material permits, licenses, regulatory approvals and registrations to perform its obligations hereunder.

B. By Roomlinx.  Roomlinx makes the following representations and warranties to Hyatt:

i. that all Services provided by Roomlinx to the Hotels shall be completed in a good, professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures and practices and in accordance with any applicable industry standards as well as specifications and this Agreement, provided that, for clarity, except in the event of multiple Service Level Agreement failures across multiple Hotels, Hyatt agrees that this provision is not intended to and will not provide Hyatt or Hotel with an additional right and remedy for Service Level failures beyond those rights and remedies which are present in the Service Level Agreement;

ii. that Roomlinx will take commercially reasonable efforts to install equipment in a way that helps protect equipment from guest abuse and that Roomlinx will take commercially reasonable efforts (including, without limitation, technical efforts) to prevent and identify user abuses of the terms and conditions applicable to System and Service usage, including, the use of the Internet.

iii. that the Services and System, including any Roomlinx-originated advertising, and all equipment, hardware and software associated therewith, do not infringe, violate or misappropriate any third party patent, trademark, copyright, trade secret or intellectual property rights; provided, however, as to any third party Intellectual Property included in the Services and System, Roomlinx does not provide any representation or warranty itself, but only passes through any such third party’s representations and warranties, as applicable.

iv. if, in connection with its performance under this Agreement, it shall receive, access, transmit, store or process data (“Cardholder Data”) relating to a payment card bearing the logo of a member of the Payment Card Industry (“PCI”) Security Standards Council or to the person to whom such payment card is issued, Roomlinx shall be responsible for maintaining the confidentiality and security of such Cardholder Data. Roomlinx warrants and represents that it will, at all times during the term hereof and thereafter, in accessing, transmitting, storing or processing Cardholder Data, comply with the standards and measures required under the then-current version of the PCI Data Security Standards (“PCI DSS”), including, without limitation, all associated audit and certification requirements, and with any other applicable requirements as may be promulgated from time to time by the PCI Security Standards Council, by any member thereof, or by any entity that functions as an acquirer with respect to a payment card bearing the logo of a PCI member. In addition, if Roomlinx, in connection with its performance under this Agreement, uses or provides (i) any payment applications that store, process or transmit Cardholder Data as part of authorization or settlement, or (ii) any personal identification number (PIN) entry terminals used for payment card transactions, Roomlinx will ensure that such payment applications or PIN entry terminals, as the case may be, comply with applicable PCI security standards and requirements, including the PIN Entry Device Security Requirements and the Payment Application Data Security Standard. Hyatt will be entitled to reasonably audit, up to two times per year, Roomlinx’s compliance with the warranties and representations contained in this paragraph (the “Data Security Warranties”).

v. the Roomlinx software provided in the System and Services shall not deliver any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the contents of any databases and/or the normal operation of any computer systems (“Virus”) (the “Virus Warranty”).  To protect against the introduction of Viruses, Roomlinx shall allow commercially reasonably prudent procedures and use then-current commercially available Virus detection mechanisms to test that such software at the time of delivery is free (within the limitations of such commercially available virus detection mechanisms) of all Viruses.  Roomlinx agrees that, in the event any such Virus is found to have been introduced by it due to its failure to comply with the Virus detection standards set forth in this Section, then Vendor shall make the necessary modifications to such infected software required to cure such Virus and to remedy any damage or other deleterious effects caused by such Virus.  Roomlinx shall be responsible for providing reasonable security for its website users that is at least the industry standard.  Roomlinx shall take reasonable security precautions to prevent unauthorized access to the information or communications of any user of the website.

C. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

D. By Hyatt.  Subject to Section 3(E), Hyatt represents and warrants to Roomlinx that if a Hotel is party to a Hotel Agreement and an iTV System is installed in such Hotel, Hotel will not put another TV system in any of its Rooms, except in the case of a pilot program for an alternate TV system that satisfies the following conditions: [***].

14. Personnel.

A. Background Checks for Roomlinx Personnel.  Roomlinx shall ensure that Roomlinx personnel are authorized to work in any country in which they are assigned to perform Services and are not otherwise disqualified from performing the Services under applicable law.  To the extent allowed by applicable law, Roomlinx shall conduct its standard background check on all Roomlinx personnel or approved subcontractors and shall review the results of the background check to verify that the Roomlinx personnel or approved subcontractors meets Roomlinx’s and Hyatt’s standards for employment.  Such background check shall be in the form generally used by Roomlinx and Hyatt in its initial hiring of employees or contracting for contractors or, as applicable, during the employment-screening process but must, at a minimum, detail the applicable arrest record, credit history and employment history, if available in the applicable jurisdiction and in accordance with Roomlinx’s and Hyatt’s standards for employment.  Hyatt shall have the right, at its sole option and discretion, to refuse access to any Hyatt or Hotel facility.

B.           Roomlinx Key Personnel.

i. Designation.  Any key personnel for Roomlinx shall be designated in an applicable Statement of Work (“Key Personnel”).  The designated Roomlinx Key Personnel may be modified in writing from time-to-time in accordance with this Agreement and shall be deemed modified upon any replacement or substitution of a new person for any Roomlinx Key Personnel.  Prior to the assignment, hiring or designation of any person as a Roomlinx Key Personnel, Hyatt shall have the right to reasonably approve the selection of such person.  Roomlinx shall not hire, assign or designate any new person to fill the position or perform the duties provided by any Roomlinx Key Personnel without providing to Hyatt reasonable prior written notice of such new person and a reasonable opportunity to meet such new person prior to such new person filling the position or performing the applicable duties.  If Hyatt objects to the proposed assignment, the Parties shall attempt to resolve Hyatt’s concerns on a mutually agreeable basis.  If the Parties have not been able to resolve Hyatt’s concerns within five (5) business days of Hyatt communicating its concerns, Roomlinx shall not assign the individual to that position and shall propose to Hyatt the assignment of another individual of suitable ability and qualifications.  Roomlinx shall use commercially reasonable efforts so that all Roomlinx Key Personnel have at least one designated individual as his or her core knowledge backup.

ii. Removal/Replacement.  All Roomlinx Key Personnel shall be assigned to perform the Services on such basis (e.g., full time assignment or otherwise) as needed to ensure that the Services contemplated hereunder are provided in an efficient and timely manner and in accordance with this Agreement.For two (2) years from the effective date of the applicable Statement of Work, Roomlinx shall not:  (A) undertake any action with respect to any Roomlinx Key Personnel that would result in the alteration or reduction of time expended by such Roomlinx Key Personnel in performance of Roomlinx’s duties under this Agreement; or (B) transfer, reassign or otherwise redeploy any Roomlinx Key Personnel from performance of Roomlinx’s duties under this Agreement, except in the case of a voluntary termination, disability, health-related incapacity or for cause.  Conflicts with the foregoing notwithstanding, nothing herein shall modify Roomlinx’ right to terminate any of its employees or contractors pursuant to applicable law.

iii. Removal of Roomlinx Personnel by Hyatt.  Notwithstanding anything contained herein to the contrary, if Hyatt believes that the performance or conduct of any Roomlinx personnel or approved subcontractors retained by Roomlinx to perform Roomlinx’s obligations under this Agreement (including Roomlinx Key Personnel) is unsatisfactory for any reasonable and lawful reason or is not in compliance with the provisions of this Agreement (including actual or suspected violations of the terms and conditions of this Agreement or the Hyatt polices and procedures), Hyatt shall so notify Roomlinx in writing and Roomlinx shall, at Roomlinx’s cost, either:  (A) promptly address the performance or conduct of such Roomlinx Personnel; or (B) (i) if the performance or conduct is curable, as reasonably determined by Hyatt, and Roomlinx is unable to cure the performance or conduct of such Roomlinx Personnel within five (5) days after Hyatt’s notification, or (ii) if the performance or conduct is not curable, as reasonably determined by Hyatt, in either case, at Hyatt’s request, immediately replace such Roomlinx Personnel with another Roomlinx Personnel acceptable to Hyatt and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement.

C. Compliance with Hyatt Policies and Rules.  In performing the Services and while at any Hyatt facilities, Roomlinx and Roomlinx personnel and approved subcontractors shall:  (i) conduct themselves in a businesslike manner; (ii)comply with any provided standards, policies, practices, processes, procedures, controls and rules of Hyatt regarding confidentiality, security, record retention, safety and health and personal, professional and ethical conduct (including those contained in Hyatt personnel manuals and other written policies and procedures); and (iii) comply with all policies, rules and regulations applicable to the Hyatt facilities or the provision of the Services, and all additions and modifications to each of subsections (ii) and (iii) (collectively, “Hyatt Policies and Rules”).  Hyatt Policies and Rules, and additions or modifications thereto, shall be communicated in writing to Roomlinx or may be made available to Roomlinx or Roomlinx personnel and approved subcontractors by conspicuous posting at a Hyatt facility, electronic posting or other means generally used by Hyatt to disseminate such information to its employees or contractors.  Roomlinx shall be responsible for the promulgation and distribution of Hyatt Policies and Rules to Roomlinx Personnel to the extent necessary and appropriate.

15. Disputes.

A. Except as otherwise expressly provided in this Section and Agreement, the Parties agree that any dispute or controversy between the Parties arising under or in connection with this Agreement (“Dispute”) shall be settled exclusively in accordance with the procedures set forth in this Section.  The Parties agree that the procedures set forth in this Section shall not be applicable to disputes or controversies arising in connection with third-party claims against one or both of the Parties to this Agreement or to any claim, action, suit or proceeding seeking specific enforcement of the provisions of this Agreement.

B. The Parties shall make commercially reasonable efforts to amicably resolve all Disputes by negotiation in good faith within thirty (30) calendar days following delivery of such request for resolution.

C. If a Dispute cannot be resolved within the thirty (30) days set forth above, the Parties may seek all legal and equitable remedies available to them. This Agreement shall be governed by the laws of the State of New York and jurisdiction and venue for any Disputes shall be exclusively in the courts of New York City, New York. The Parties submit to such jurisdiction and agree that venue is convenient.

D. The Parties shall continue to fulfill all payment obligations and Roomlinx shall continue to provide Services during a Dispute.

16.           Force Majeure.  Neither Party shall be liable for any delay or failure in performing its obligations hereunder that is due to circumstances beyond such Party’s reasonable control, including, but not limited to, acts of God or the public enemy, actions or decrees of governmental entities, civil unrest, acts of terrorism, riots, war, fire, floods, explosions, or strikes or other concerted acts of labor by subcontractors, vendors or materials suppliers other than those of Roomlinx (each, a “Force Majeure Event”), provided that such circumstances were not reasonably foreseeable by such Party and, by the exercise of reasonable commercial due diligence, could not have been prevented or mitigated by such Party.  Upon the occurrence of a Force Majeure Event, the affected Party shall give five (5) calendar days notice to the other Party of the nature of any such conditions and the extent of the anticipated delay resulting from such conditions, at which time performance of this Agreement, other than payment obligations, to the extent affected by the Force Majeure Event shall immediately be suspended without penalty to such affected Party.  The Party who has been affected shall take all commercially reasonable actions to resume performance hereunder as soon as such Force Majeure Event is removed or ceases. If a Party is unable to perform a material obligation hereunder due to a Force Majeure Event for more than fifteen (15) consecutive days, this Agreement may be terminated without penalty or damages; provided, however, that a Party shall remain liable for any fees incurred before Force Majeure Event, if applicable.

17.           Independent Contractor.   Neither Party (nor any employee, subcontractor or agent thereof) shall be deemed or otherwise considered a representative, agent, employee, partner or joint venturer of the other Party.  Further, neither Party (nor any employee, subcontractor or agent thereof) shall have the authority to enter into any agreement, nor to assume any liability, on behalf of the other Party, nor to bind or commit the other Party in any manner, except as expressly provided in this Agreement.  Roomlinx is an independent contractor and all persons employed to furnish Services hereunder are employees or contractors of Roomlinx and not of Hyatt.

18. Notices.

A. All notices or other communications to be given or that may be given by either Party to the other shall be deemed to have been duly given when made in writing and delivered in person, delivered by a nationally recognized overnight courier service or when sent by United States mail, postage prepaid, certified, return receipt requested, or sent via facsimile with confirmation of receipt with copy to follow United States mail as required above, in each case addressed as follows:

If to Roomlinx, to:

Roomlinx, Inc.

2150 W. 6th Avenue, Suite H

Broomfield, CO 80020

Attention:  CEO

Facsimile: 303-544-1110

If to Hyatt, to:

Attention: General Counsel

Hyatt Corporation

71 S. Wacker Drive

Chicago, Illinois 60606

B. Any such notice or communication shall be deemed given as follows: (i) if personally delivered or delivered by a nationally recognized overnight courier service, on the date so delivered; or (ii) if mailed by registered or certified mail, five (5) calendar days after the date so mailed or on the date the return receipt is signed, whichever is earlier.  The address to which notices or communications may be given to either Party may be changed by written notice given by one Party to the other pursuant to this Section.

19.           Binding. This Agreement shall inure to and bind the successors, assigns and representatives of the Parties, providing, however, this Agreement may not be assigned by Roomlinx without the prior written consent of Hyatt.

20.           EEOC Compliance. As subcontractor to Hyatt, Roomlinx acknowledges its responsibilities under applicable provisions of Executive Order 11246 and the implementing regulations of the Department of Labor as well as related executive orders, all as set forth in Exhibit F, which is attached hereto and made a part hereof as if fully incorporated herein.

21.           Entire Agreement.   This Agreement (with all Exhibits) contains the entire agreement between the Parties hereto, and supersedes any prior agreement promises and understandings between concerning the subject matter hereto; provided, however, no executed Hotel Agreement shall modify or otherwise be incorporated or affect this Agreement.  No representations, inducements, promises or agreements, oral or other, between the Parties not embodied herein, shall be of any force or effect.

22.           Amendment of Agreement.  This Agreement may be amended, modified or waived only by a written instrument signed by the Parties hereto.

23. Construction.

i. Captions, titles and headings to articles and sections of this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.  Any reference herein to a particular Section number (e.g., “Section 2”), shall be deemed a reference to all Sections of this Agreement that bear sub-numbers to the number of the referenced Section (e.g., Sections 2.1, 2.1.1, etc.).

ii. The terms “this Agreement”, “herein”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof.

iii. The terms “this Agreement”, “herein”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof.

iv. Unless otherwise specified, “days” means calendar days and the word “dollar” and the symbol “$” refer to United States Dollars.

v. Any use of the term “including” in this Agreement shall be construed as if followed by the phrase “without limitation” or “but not limited to”.

vi. References to any law, legislative act, rule or regulation mean references to such law, legislative act, rule or regulation in changed or supplemented form or to a newly adopted law, legislative act, rule or regulation replacing a previous law, legislative act, rule or regulation.

24.          Exhibits.  If there are any terms and conditions contained in any exhibit attached hereto which are inconsistent with or additional to the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall prevail over any inconsistent terms.

25.           Headings.   The headings used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement nor the intent of any provision thereof.

26.           Survival.  The terms, conditions and warranties contained in this Agreement or any purchase order that by their sense and context are intended to survive the termination or expiration of this Agreement shall so survive, including the provisions of Sections 8-14, 15, 18, 19 and 21-29.

27.           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.

28.           Press Release.Promptly following the date hereof, the Parties shall release a mutually agreeable joint press release summarizing this Agreement.  Except as provided in the prior sentence or as required by law, stock exchange or Securities and Exchange Commission rule, the Parties shall maintain in confidence the terms and conditions set forth herein.

29.           Assignment. This Agreement or any interest herein, or the rights and obligations hereunder, may not be delegated, transferred, or assigned, in whole or in part, by either Party, without the prior written consent of the Party, except as follows:

A.           with respect to Hyatt, (i) which Hyatt shall have the right to delegate, transfer or assign this Agreement to an Affiliate that is a Hyatt-branded Affiliate who has comparable financial credibility and who expressly assumes this Agreement or (ii) pursuant to a merger, acquisition, reincorporation, reorganization or change of control or ownership or the sale of all or substantially all of its assets, and the assignee or successor expressly assumes this Agreement; or

B.           with respect to Roomlinx, subject at all times to the requirements of Section 9(F), pursuant to a merger, acquisition, reincorporation, reorganization or change of control or ownership or the sale of all or substantially all of its assets, and the assignee or successor expressly assumes this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties hereto have executed this Master Services & Equipment Purchase Agreement as of the Effective Date.

Hyatt Corporation	Roomlinx, Inc.
By:	By:

Name: Name:

Title: Title:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Wasik certify that:

1.           I have reviewed this Form 10-Q of the Company;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.           The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.           Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.           Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.           The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:	May 16, 2012
By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C SECTION 1350)

In connection with the Quarterly Report of Roomlinx, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission (the “Report”), I, Michael S. Wasik, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated..

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Date:	May 16, 2012
By:	/s/ Michael S. Wasik
	Michael S. Wasik
	Chief Executive Officer and Chief Financial Officer

XML

Notes Payable

3 Months Ended

Mar. 31, 2012

Notes Payable [Abstract]

Notes Payable

3.  Notes Payable

The Company has two notes payable with an aggregate principal balance of $44,298 ($38,223 and $6,075, respectively) at March 31, 2012 and $59,285 ($51,790 and $7,495, respectively) at December 31, 2011. These notes bear interest at 12% and 11%, respectively, and expire November 1, 2012 and March 1, 2013, respectively. Monthly principal and interest payments total $5,533.

XML

Leases Receivable

3 Months Ended

Mar. 31, 2012

Receivables [Abstract]

Leases Receivable

2.  Leases Receivable

As of March 31, 2012, the Company had $3,433,122 in leases receivables, compared to $3,692,424 at December 31, 2011. During the three months ended March 31, 2012 and 2011 the Company received payments of $248,151 and $156,678 respectively. The Company did not enter into any new leases in the three months ended March 31, 2012 and entered into two leases during the three months ended March 31, 2011 for an aggregate of $338,780. These leases have terms of 60 months and interest rates of 9.5%.

Future minimum receipts on lease receivables are as follows:

	Total
Less than 1 Year	$	988,356
1 to 3 Years		2,272,463
3 to 5 Years		172,303
	$	3,433,122

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 814,379	$ 361,228
Accounts receivable, net	921,747	889,657
Leases receivable, current portion	988,356	994,728
Prepaid and other current assets	138,961	192,221
Inventory	967,455	1,244,072
Total current assets	3,830,898	3,681,906
Property and equipment, net	2,047,248	2,145,831
Leases receivable, non-current	2,444,766	2,697,696
Total assets	8,322,912	8,525,433
Current liabilities:
Accounts payable and accrued expenses	868,992	1,072,307
Accrued interest	19,882	22,417
Capital lease obligation, current portion	13,359	5,479
Notes payable, current portion	44,298	57,703
Unearned income, current portion	243,790	245,058
Deferred revenue, current portion	477,910	611,572
Total current liabilities	1,668,231	2,014,536
Capital lease obligation, less current portion	23,181
Notes payable, less current portion		1,582
Unearned income, less current portion	291,501	363,381
Deferred revenue, less current portion	82,435
Line of credit, net of discount	3,750,657	3,025,223
Total liabilities	5,816,005	5,404,722
Equity:
Preferred stock - $0.20 par value, 5,000,000 shares authorized: Class A - 720,000 shares authorized, issued and outstanding (liquidation preference of $144,000 )	144,000	144,000
Common stock - $0.001 par value, 200,000,000 shares authorized: 5,118,877 shares issued and outstanding	5,119	5,119
Additional paid-in capital	33,505,996	33,102,512
Accumulated deficit	(31,210,458)	(30,185,925)
Accumulated other comprehensive loss	(855)	(8,802)
Total Stockholders' Equity Attributable to Parent	2,443,802	3,056,904
Non-controlling interest	63,105	63,807
Total equity	2,506,907	3,120,711
Total liabilities and equity	$ 8,322,912	$ 8,525,433

XML

CASH FLOW STATEMENTS (unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statement Of Cash Flows [Abstract]
Net loss	$ (1,025,235)	$ (537,367)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	179,102	174,460
Amortization of debt discount	75,601	(61,655)
Stock-based compensation	53,317	150,971
Provision for uncollectable accounts	(21,923)	(5,940)
Loss on cancellation of contracts	11,151
Change in operating assets and liabilities:
Accounts receivable	(10,168)	(136,219)
Prepaid and other current assets	53,260	5,441
Inventory	276,617	159,794
Accounts payable and accrued expenses	(203,315)	(40,278)
Accrued interest	(2,535)	(807)
Unearned income	(73,148)	36,837
Deferred revenue	(51,227)	80,712
Total Adjustments	286,732	363,316
Net cash used in operating activities:	(738,503)	(174,051)
Cash Flows from investing activities:
Lease financing provided to customers		(426,900)
Payments received on leases receivable	248,151	156,678
Purchase of property and equipment	(40,236)	(72,975)
Net cash provided by (used in) investing activities:	207,915	(343,197)
Cash flows from financing activities:
Proceeds from the exercise of warrants		125,000
Proceeds from the line of credit	1,000,000	260,000
Payments on capital lease	(3,556)	(2,518)
Payments on notes payable	(14,987)	(24,225)
Net cash provided by financing activities	981,457	358,257
Effects of foreign currency translation	2,282	15,112
Net increase (decrease) in cash and equivalents	453,151	(143,879)
Cash and equivalents at the beginning of year	361,228	314,368
Cash and equivalents at the end of year	814,379	170,489
Supplemental Cash Flow Information:
Cash paid for interest	63,139	30,890
Non-cash investing and financing activities:
Assets acquired under capital lease	34,617
Warrants issued in connection with line of credit	$ 350,167	$ 89,848

XML

Organization and Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Organization and Significant Accounting Policies

1.     Organization and Significant Accounting Policies

Description of Business:    Roomlinx, Inc. (“Roomlinx” or the “Company”) is incorporated under the laws of the state of Nevada.  The Company sells, installs, and services in-room media and entertainment solutions for hotels, resorts, and time share properties; including its proprietary Interactive TV platform, internet, and free to guest and on demand programming.  Roomlinx also sells, installs and services telephone, internet, and television services for residential consumers.  The Company develops software and integrates hardware to facilitate the distribution of Hollywood, adult, and specialty content, business applications, national and local advertising, and concierge services.  The Company also sells, installs and services hardware for wired networking solutions and wireless fidelity networking solutions, also known as Wi-Fi, for high-speed internet access to hotels, resorts, and time share locations. The Company installs and creates services that address the productivity and communications needs of hotel, resort and time share guests, as well as residential consumers.

Basis of Presentation:  The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.  They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements.  Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.  For further information, refer to the financial statements and notes thereto, included in the Company’s Form 10-K as of and for the year ended December 31, 2011.

Basis of Consolidation:    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cardinal Hospitality, Ltd. and its 50% owned subsidiary Arista Communications, LLC.  All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification:  Certain amounts in the 2011 financial statements have been reclassified to conform to the current year presentation.

Revenue Recognition:    Revenue is derived from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and Wireless Fidelity networking solutions. Revenue is recognized when all applicable recognition criteria have been met, which generally include a) persuasive evidence of an existing arrangement; b) fixed or determinable price; c) delivery has occurring or service has been rendered; d) collectability of the sales price is reasonably assured.

Wherein installation and service arrangements are contractually predetermined, and whereas such contractual arrangements may provide for multiple deliverables, revenue is recognized in accordance with ASC Topic 650, Multiple Deliverable Revenue, the application of which may be to defer revenue recognition for installations across the service period of the contract and to re-allocate and/or defer revenue recognition across various service arrangements.  Below is a summary of the execution of such application as it relates to installation and service arrangements the Company has with its customers.

The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest, video on demand and iTV systems as well as residential phone, internet and television.  Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement.  Analyzing an arrangement to identify all of the elements requires the use of judgment.  In the determination of the elements included in Roomlinx agreements, embedded software and inconsequential or perfunctory activities were taken into consideration.

Once the Deliverables have been identified, the Relative Fair Value of each Element was determined under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASC Topic 605 as follows:

VSOE -Vendor specific objective evidence is still the most preferred criteria with which to establish fair value of a deliverable. VSOE is the price of a deliverable when a company sells it on an open market separately from a bundled transaction.

TPE -Third party evidence is the second most preferred criteria with which to establish fair value of a deliverable. The measure for the pricing of this criterion is the price that a competitor or other third party sells a similar deliverable in a similar transaction or situation.

RSP -Relative selling price is the price that management would use for a deliverable if the item were sold separately on a regular basis which is consistent with company selling practices. The clear distinction between RSP and VSOE is that under VSOE, management must sell or intend to sell the deliverable separately from the bundle, or has sold the deliverable separately from the bundle already. With RSP, a company may have no plan to sell the deliverable on a stand-alone basis.

Hospitality Installation Revenues

Hospitality installations include High Speed Internet Access (HSIA), Interactive Television (iTV), Free to Guest (FTG) and Video on Demand (VOD).  Under the terms of these typical product sales and equipment installation contracts, a 50% deposit is due at the time of contract execution and is recorded as deferred revenue.  Upon the completion of the installation process, deferred revenue is realized.  However, in some cases related to VOD installations or upgrades, the Company extends credit to customers and records a receivable against the revenue recognized at the completion of the installation.  Monthly payments against those receivables equal a pre-determined percentage of VOD guest room revenue until such time as the receivable has been paid in full.  Thereafter, 100% of the monthly invoice is recorded as recurring VOD revenue.

Additionally, the Company may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of the Company.  Under the terms and conditions of the lease arrangements, these leases have been classified and recorded as Sale-Type Leases under ASC Topic 840-30 and accordingly, revenue is recognized upon completion and customer acceptance of the installation which gives rise to a lease receivable and unearned income.

Hospitality Service, Content and Usage Revenues

The Company provides ongoing 24x7 support, content and maintenance as applicable to those products purchased, installed and serviced under contract.  Support, when exclusive, is primarily invoiced in advance quarterly, creating deferred revenue which is subsequently recognized in the appropriate periods.  When not exclusive, support is invoiced in arrears on a monthly basis with content and usage, which are dependent on guest take rates and buying habits.  Service maintenance and usage revenue also includes revenue from meeting room services, which are billed as the events occur.

Residential Revenues

Residential revenues consist of equipment sales and installation charges, support and maintenance of voice, internet, and television services, and content provider residuals, installation commissions, and management fees.  Installations charges are added to the monthly service fee for voice, internet, and television, which is invoiced in advance creating deferred revenue to be realized in the appropriate period.  The Company’s policy prohibits the issuance of customer credits during the month of cancelation. The Company earns residuals equal to ‘x’% of monthly customer service charges and a flat rate for each new customer sign up.  Residuals are recorded monthly. Commissions and management fees are variable and therefore revenue is recognized at the time of payment.

Inventory:    Inventory, principally large order quantity items which are required for the Company’s media and entertainment installations, is stated at the lower of cost (first-in, first-out) basis or market.  The Company maintains only the inventory necessary for contemplated installations and its inventory is recorded net of any reserve for excess and obsolescence.  Work in progress represents the cost of equipment and third party installation related to installations which were not completed prior to year-end.

Inventory balances as of March 31, 2012 and December 31 2011 are as follows:

	2012		2011
Raw Materials	$	737,221	$	581,991
Work-in-process		230,234		662,081
Total	$	967,455	$	1,244,072

Concentrations

Credit Risk:    The Company’s operating cash balances are maintained in financial institutions and periodically exceed federally insured limits. The Company believes that the financial strength of these institutions mitigates the underlying risk of loss.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

Accounts Receivable:  At March 31, 2012, one customer represented 20% one customer represented 18%, and one customer represented 7% of the accounts receivable balance compared to one customer representing 42% and one customer representing 13% of the accounts receivable balance at March 31, 2011.

Revenue:During the three months ended March 31, 2012 four customers each contributed 11% of Roomlinx’s US hospitality revenue compared to one customer contributing 12%, one customer contributing 11% and one customer contributing 5% Roomlinx’s US hospitality revenue during the same period in 2011.  Additionally, one customer contributed 53% to Roomlinx’s Canadian hospitality revenue in 2012 versus 52% in 2011.

Fair Value Measurement:    The Company discloses fair value information about financial instruments based on a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2012.

The respective carrying value of certain financial instruments approximate their fair values.  These financial instruments include cash and cash equivalents, accounts receivable, leases receivable, accounts payable, accrued liabilities, capital lease obligations, notes payable and the line of credit.  The carrying value of cash and cash equivalents, accounts receivable, leases receivable, accounts payable and accrued liabilities approximate fair value due to their short term nature. The carrying amount of capital lease obligations and notes payable approximates their fair values as the pricing and terms of these liabilities approximate market rates.The fair value of the line of credit is not practicable to estimate because of the related party nature of the underlying transactions.  The Company has no financial instruments with the exception of cash and cash equivalents (level 1) valued on a recurring basis.

Segments:  We operate and prepare our financial reports based on two segments; Hospitality and Residential.  We have determined these segments based on the location, design, and end users of our products.

Hospitality:  Our Hospitality segment includes hotels, resorts, and timeshare properties in the United States, Canada, and Other Foreign.  As of March 31, 2012 and 2011, Other Foreign included Mexico and Aruba.  The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access networks, proprietary Interactive TV platform, free to guest programming, and on-demand movie programming, as well as advertising and e-commerce products.

Residential:  Our residential segment includes multi-dwelling unit customers and business customers (non-hospitality) in the United States.  The products offered include the installation of, and the support and service of, telephone, internet, and television services.

Foreign Currency Translation:    The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars and the resulting gains and losses are included in the consolidated statement of operations as a component of other income (expense).

Earnings Per Share:    The Company computes earnings per share by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options and warrants.  Potentially dilutive securities, purchase stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding stock options and warrants are not considered in the calculation as the impact of the potential common shares (totaling approximately 1,914,744 shares as of March 31, 2012 and 534,744 as of March 31, 2011) would be to decrease the net loss per share.

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Preferred stock, par value (in dollars per share)	$ 0.20	$ 0.20
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, liquidation preference (in dollars)	$ 144,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	5,118,877	5,118,877
Common stock, shares outstanding	5,118,877	5,118,877
Preferred Stock A
Preferred stock, shares authorized	720,000	720,000
Preferred stock, shares issued	720,000	720,000
Preferred stock, shares outstanding	720,000	720,000

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 14, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ROOMLINX INC
Entity Central Index Key	0001021096
Trading Symbol	rmlx
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,318,877
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues:
Hospitality	$ 1,298,627	$ 1,200,032
Residential	238,914	223,140
Total revenues	1,537,541	1,423,172
Direct costs (exclusive of operating expenses and depreciation shown seperately below):
Hospitality	1,054,944	809,356
Residential	165,434	154,027
Operating expenses:
Operations	438,763	231,977
Product development	260,733	222,441
Selling, general and administrative	383,216	369,328
Depreciation expense	179,102	174,460
Total direct costs and operating expenses Total	2,482,192	1,961,589
Operating loss	(944,651)	(538,417)
Non-operating (expense) income:
Interest expense	(138,162)	(59,743)
Foreign currency loss	(390)	(3,550)
Interest income	57,968	64,578
Other income (expense)		(235)
Nonoperating Income (Expense), Total	(80,584)	1,050
Net loss	(1,025,235)	(537,367)
Less: Net (income) loss attributable to the non-controlling interest	702	(1,810)
Net loss attributable to the Company	(1,024,533)	(539,177)
Other comprehensive income:
Currency translation gain	7,947	16,922
Comprehensive loss	(1,016,586)	(522,255)
Comprehensive loss attributable to the non-controlling interest
Comprehensive loss attributable to the Company	$ (1,016,586)	$ (522,255)
Net loss per common share:
Basic and diluted (in dollars per share)	$ (0.20)	$ (0.10)
Weighted average shares outstanding:
Basic and diluted (in shares)	5,118,877	4,979,748

XML

Equity

3 Months Ended

Mar. 31, 2012

Equity [Abstract]

Equity

6.     Equity

Preferred Stock:    The Company has authorized 5,000,000 preferred shares with a $0.20 par value, of which 720,000 shares have been designated as Class A Preferred Stock.  The Class A Preferred stock has a liquidation preference of $0.20 per share and is entitled to receive cumulative annual dividends at the rate of 9%, payable in either cash or additional shares of Class A Preferred Stock, at the option of the Company.  As of March 31, 2012 and 2011, there were 720,000 shares of Class A Preferred Stock issued and outstanding.  Class A dividends accumulated and unpaid as of March 31, 2012, were $175,440; these dividends have not been declared by the board of directors and therefore are not included in accrued expenses.

Common Stock:    The Company has authorized 200,000,000 shares of $0.001 par value common stock.  As of March 31, 2012 and December 31, 2011, there were 5,118,877 shares of common stock issued and outstanding.

Warrants:   During the three months ended March 31, 2012, 250,000 warrants were granted pursuant to the clauses the Credit Agreement.  The warrants were issued at an exercise price of $2.00, vested immediately, and expire 3 years from the date of grant.  During 2011, 65,000 warrants were granted pursuant to the Credit Agreement.  The warrants were issued at an exercise price of $2.00, vested immediately, and expire at 3 years from the grant dates.

During 2011, an aggregate of 62,500 warrants previously issued under the Credit Agreement were exercised.  The warrants were exercised at a strike price of $2.00 resulting in cash receipts of $125,000.

As of March 31, 2012, the Company had outstanding 976,550 warrants issued in connection with the line of credit (see Note 4).

The following are assumptions utilized in estimation of the fair value of the warrants granted during the three month periods ended March 31, 2012 and 2011:

	2012			2011
Term	3 years			3 years
Expected volatility		136% - 148	%		125	%
Risk free interest rate		0.35% - 0.57	%		1.18	%
Dividend yield		0	%		0	%

The following is a summary of such outstanding warrants for the three month period ended March 31, 2012:

					Weighted
			Weighted		Average
	Shares		Average		Remaining		Aggregate
	Underlying		Exercie		Contractual		Intrinsic
	Warrants		Price		Life (in years)		Value
Outstanding at January 1, 2012		726,550	$	2.21
Granted		250,000	$	2.00
Outstanding and exercisable at March 31, 2012		976,550	$	2.17		2.34	$	964,000

Options:    In 2004, the Company adopted a long term incentive stock option plan (the “Stock Option Plan”) which covers key employees, officers, directors and other individuals providing bona fide services to the Company. The Stock Option Plan provides for the issuance of up to 1,200,000 shares of common stock upon exercise of options which may be granted pursuant to the Stock Option Plan. As of March 31, 2012, options to purchase 939,194 shares were outstanding. The options vest as determined by the Board of Directors and are exercisable for a period of no more than 10 years.

During the three month period ended March 31, 2012, the board of directors approved the grant of an aggregate of 340,000 Incentive Stock Options and an aggregate of 195,000 Non-Qualified options.  Such options were issued at an exercise price of $4.00, vest at various times over three years, and expire 7 years from the grant date.  No grants were made for the three month period ended March 31, 2011.

The following are the assumptions utilized in the estimation of stock-based compensation related to the stock option grants for the three month period ended March 31, 2012:

Expected term	7 years
Expected volatility		225	%
Risk free interest rate		1.69	%
Dividend yield		0	%

A summary of stock option activity under the Stock Option Plan is presented below:

Options	Number of Shares			Weighted Average Exercise Price		Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2012		404,194		$	2.78
Granted		535,000			4.00
Exercised		-			-
Forfeited		(1,000	)		3.10
Outstanding at March 31, 2012		938,194		$	3.48		5.26	$	227,650
Exercisable  at March 31, 2012		342,064		$	2.63		3.77	$	227,450

The Company recorded stock-based compensation expense of $53,317 and $150,971 for the three month periods ended March 31, 2012 and 2011, respectively. The amounts are recorded in selling, general and administrative expense in the statement of operations. The fair value of stock options that vested and became exercisable during the three months ended March 31, 2012 and 2011 was $1,401 and $22,090 respectively. At March 31, 2012, there was approximately $2,263,568 in unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of approximately 3 years.

A summary of the activity of non-vested options under the Company’s plan for the three months ended March 31, 2012 is presented below:

	Non-vested Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2012		63,297		$	3.68	$	2.98
Granted		535,000			4.00		3.99
Vested		(1,500	)		1.00		0.93
Forfeited		(667	)		3.10		2.85
Non-vested at March 31, 2012		596,130		$	3.93	$	3.89

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

 5.     Commitments and Contingencies

Operating Leases:    The Company leases its current office space under operating lease agreements having expiration dates through 2014.  Under the terms of these agreements, the Company exercised its option to give a six month notice on November 30, 2011 of its intent to vacate the premises and terminate its leases as of May 31, 2012.  On April 10, 2012 the Company executed a lease agreement for new office space with an effective date of May 1, 2012.  Terms of the lease establish a base rent per square foot plus operating expenses throughout the term of the lease which expires September 30, 2015.  The Company’s future minimum lease payments are as follows: $82,592 for the year ended March 31, 2013; $132,849 for the year ended March 31, 2014; $149,898 for the year ended March 31, 2015; and $76,042 for the year ended March 31, 2016.

Capital Lease Obligations:  The Company has capital lease arrangements related to the acquisition of software.  These arrangements are collateralized by the software and expire at varying dates through March 2015 with future minimum lease payments as follows:  $16,539 for the year ended March 31, 2013; $13,740 for the year ended March 31, 2014; and $13,740 for the year ended March 31, 2015.

XML

Segment Information

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Segment Information

7.      Segment Information

Financial information for our segments, as of March 31, 2012 and 2011, is as follows:

	Hospitality			Residential		Corporate			Totals
Three months ended March 31, 2012
Revenue	$	1,298,627		$	238,914	$	-		$	1,537,541
Operating income (loss)	$	(882,181	)	$	35,323	$	(97,793	)	$	(944,651	)
Net income (loss)	$	(962,765	)	$	35,323	$	(97,793	)	$	(1,025,235	)
Three months ended March 31, 2011
Revenue	$	1,200,032		$	223,140	$	-		$	1,423,172
Operating income (loss)	$	(498,194	)	$	36,563	$	(76,786	)	$	(538,417	)
Net income (loss)	$	(497,144	)	$	36,563	$	(76,786	)	$	(537,367	)
Total Assets as of March 31, 2012	$	7,302,935		$	331,497	$	688,480		$	8,322,912
Financial information of geographical data by segment as of March 31, 2012 and 2011 is as follows:
	United States			Canada		Other Foreign			Totals
Three months ended March 31, 2012
Hospitality Revenue	$	1,105,549		$	159,074	$	34,004		$	1,298,627
Residential Revenue		238,914			-		-			238,914
Totals	$	1,344,463		$	159,074	$	34,004		$	1,537,541
Three months ended March 31, 2011
Hospitality Revenue	$	886,371		$	264,992	$	48,669		$	1,200,032
Residential Revenue		223,140			-		-			223,140
Totals	$	1,109,511		$	264,992	$	48,669		$	1,423,172
Total Assets as of March 31, 2012	$	5,711,288		$	2,417,849	$	193,775		$	8,322,912

XML

Subsequent Events

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

8.      Subsequent Events

On May 4, 2012, the Company entered into a Securities Purchase Agreement with certain investors (collectively, the “Investors”), pursuant to which the Investors purchased Units from Roomlinx for a purchase price of $2.50 per Unit.  Each Unit consisted of (x) one share of common stock of Roomlinx and (y) a warrant to purchase one-half share of common stock at an exercise price of $3.75 per share, subject to adjustment as provided in the warrant.  Roomlinx sold and issued an aggregate of 1,200,000 shares of common stock to the Investors and issued warrants to the Investors for the purchase of an additional 600,000 shares of common stock.  Roomlinx received approximately $2.8 million (gross proceeds of $3,000,000 less placement fees and other offering expenses) from the Investors in respect of the sale of Units.  Roomlinx has the right to sell up to an additional 400,000 Units on the same terms as the Units sold by Roomlinx pursuant to the Securities Purchase Agreement; provided that the closing of the sale of any such additional Units takes place by the close of business on May 25, 2012.  Proceeds from the offering will be used for general corporate and working capital purposes including deployment of the Company’s iTV applications under a Master Service Agreement with Hyatt Corporation announced on March 13, 2012.

XML

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (USD $)	Preferred Stock A	Common Stock	Additional Paid - in Capital	Non-Contolling Interest	Accumulated (Deficit)	Accumulated Other Comprehensive Income	Total
Balance at Dec. 31, 2011	$ 144,000	$ 5,119	$ 33,102,512	$ 63,807	$ (30,185,925)	$ (8,802)	$ 3,120,711
Balance (in shares) at Dec. 31, 2011	720,000	5,118,877
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Warrants issued in conjuction with draw on line of credit			350,167				350,167
Comprehensive income						7,947	7,947
Share-based compensation			53,317				53,317
Net loss				(702)	(1,024,533)		(1,025,235)
Balance at Mar. 31, 2012	$ 144,000	$ 5,119	$ 33,505,996	$ 63,105	$ (31,210,458)	$ (855)	$ 2,506,907
Balance (in shares) at Mar. 31, 2012	720,000	5,118,877

XML

Line of Credit

3 Months Ended

Mar. 31, 2012

Line Of Credit [Abstract]

Line of Credit

4.     Line of Credit

The Company maintains a Revolving Credit, Security and Warrant Purchase Agreement (the “Credit Agreement”) with Cenfin LLC (the owner of Cenfin LLC beneficially owns approximately 38.7% of the Company’s common stock, inclusive of warrants, as of March 31, 2012), a Delaware limited liability company (“Cenfin”) that was originally entered into on June 5, 2009.  The Credit Agreement, which has been amended from time to time and matures on June 5, 2017, provides the Company with a maximum borrowing capacity of $25,000,000 and asserts certain financial and non-financial covenants.  Under and subject to the terms of the Credit Agreement, interest accrues at the Federal Funds Rate plus 5%, is payable quarterly, and is collateralized by substantially all of the assets of the Company.  Additionally and pursuant to each advance, the Company will issue Cenfin a Revolving Credit Note and warrants to purchase shares of Roomlinx common stock equal to 50% of the principal amount funded divided by (i) $2.00 on the first $5,000,000 of borrowings on or after July 15, 2010 ($4,712,000 as of March 31, 2012) or (ii) thereafter the fair market value of the Company’s common stock on the date of such draw for advances in excess of $5,000,000.  The exercise price of the warrants is $2.00 for the warrants issued on the first $5,000,000 of borrowings made after July 15, 2010 and, thereafter, the average of the high and low market price for the Company’s common stock on the date of issuance. The exercise period of these warrants expire three years from the date of issuance.

As of March 31, 2012 and December 31, 2011, the Company has drawn $5,176,000 and $4,176,000, respectively, against the line of credit (draws of $1,000,000 and $260,000 for the three month periods ended March 31, 2012 and 2011, respectively). No repayments have been made on the line of credit borrowings. These advances will be repaid at various dates between 2014 and 2017.  The balance on the line of credit is reduced by a discount in the amount of $1,425,343 and $1,150,777 as of March 31, 2012 and December 31, 2011, respectively (see Note 6).  The Company was in compliance with all covenants as of March 31, 2012, at which time $19,824,000 was available under the Line of Credit.  Interest expense of $60,604 and $26,901 was recorded for the three month periods ended March 31, 2012 and 2011, respectively.

The fair value of the warrants granted during the three months ended March 31, 2012 was $350,167. The fair value of the warrant grants were estimated on the date of grant utilizing the Black-Scholes option pricing model adjusted for a blockage discount.  The Company recorded a debt discount of $350,167 in connection with these warrant grants.

Future minimum payments against the line of credit are as follows:

Years ended	Minimum
March 31,	Payments
2014	$	464,000
2015		1,232,000
2016		2,480,000
2017		1,000,000
	$	5,176,000