RoomLinx Inc.(fka MTWO)

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RMLXD 1-118.62 dividend

Section 2.7 Stock Dividend. Following the Reverse Stock Split, Roomlinx shall declare a stock dividend whereby each of the Roomlinx Stockholders shall receive 118.62 shares of common stock for each share of common stock issued and outstanding following the Reverse Stock Split (the “Stock Dividend”) or an aggregate of 12,603,174 shares (the “Dividend Shares”) in order that they hold an aggregate of 12,710,330 (9.72%) of the Fully Diluted Shares. The Dividend Shares shall be subject to the lockup and registration provisions referenced in Section 3.8 hereof. For the avoidance of doubt, the 7,061,295 (5.40%) Shares to be issued to Cenfin at the Effective Time pursuant to Section 3.2 shall also be subject to the lockup and registration provisions referenced in Section 3.8 hereof. The parties acknowledge and agree that applicable holding periods, for purposes of Rule 144 (as applicable) promulgated under the Securities Act, as well as the Lock-Up provisions set forth in Section 3.8 below, shall commence as of the Effective Time.