AGREEMENT AND PLAN OF MERGER

 

EXHIBIT 10.1

 

                          AGREEMENT AND PLAN OF MERGER

 

      This Agreement and Plan of Merger (this   "Agreement")   is made and entered

into as of the 10th day of August,   2005, by and among RoomLinX,   Inc., a Nevada

corporation   ("RMLX"),   SS-R   Acquisition   Corp., a Delaware   corporation   and a

wholly owned subsidiary of RMLX   ("Subcorp"),   and SuiteSpeed,   Inc., a Delaware

corporation ("SuiteSpeed").

 

                             PRELIMINARY STATEMENTS

 

      A. RMLX   desires to   combine   its   business   with the   business   presently

operated by SuiteSpeed (the "SuiteSpeed Business") through the merger of Subcorp

with and into   SuiteSpeed,   with   SuiteSpeed as the surviving   corporation   (the

"Merger").   Pursuant to the Merger,   each share of   SuiteSpeed's   capital   stock

outstanding   at the Effective   Time will be converted   into the right to receive

RMLX Common Stock and cash in lieu of fractional   shares,   and   SuiteSpeed   will

become a wholly owned subsidiary of RMLX, all as more fully provided herein.

 

      B. The Board of Directors of SuiteSpeed has determined   that the Merger is

consistent   with   and in   furtherance   of the   long-term   business   strategy   of

SuiteSpeed   and that it is in the best   interests   of the   holders   of shares of

SuiteSpeed's   capital stock to have a continuing equity interest in the combined

businesses of RMLX and SuiteSpeed through the ownership of RMLX Common Stock.

 

      C. The respective Boards of Directors of RMLX, Subcorp and SuiteSpeed have

determined that the Merger,   structured in the manner   contemplated   herein,   is

desirable and in the best   interests of their   respective   stockholders   and, by

resolutions duly adopted, have approved and adopted this Agreement.

 

      D.   Stockholders   owning   at   least   98%   of   the   outstanding   shares   of

SuiteSpeed   Common   Stock are   expected   to   execute a   consent   approving   this

Agreement and the Merger.

 

      E. The parties intend that the Merger constitute a "reorganization" within

the meaning of Section   368(a) of the Internal   Revenue Code of 1986, as amended

(the "Code").

 

      F. The parties   desire that at the Closing,   the existing notes payable to

Michael Wasik by SuiteSpeed in the aggregate   principal   amount of $170,000 will

be converted into shares of RMLX Common Stock as described herein.

 

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,

the parties hereby adopt this Agreement as and for a Plan of Merger (the "Plan")

under   Section   368(a)   of the Code,   and in order to   implement   the Plan,   the

parties hereby represent, warrant, covenant and agree as follows:

 

                                    ARTICLE I

 

                                   DEFINITIONS

 

      1.1 Specific   Definitions.   For purposes of this Agreement,   the following

terms shall have the following meanings:

 

 

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      "Affiliate" shall mean, with respect to any entity (the "Subject Entity"),

any person or other entity which controls,   is controlled by, or is under common

control with, the Subject Entity.

 

      "Average   Market   Price",   on a   particular   Trading   Day,   shall mean the

average   of the high bid   price   and the low   asked   price of one   share of RMLX

Common   Stock on the OTC   Bulletin   Board on such   Trading   Day, as such bid and

asked prices are reported by Bloomberg L.P., or if such bid and asked prices are

not reported by Bloomberg L.P., as furnished by Pink Sheets LLC.

 

      "Business Day" shall mean a Monday, Tuesday, Wednesday, Thursday or Friday

other   than a day on which   commercial   banks in the State of New Jersey are not

open for business.

 

      "Certificates"   shall mean stock certificates   that,   immediately prior to

the Effective Time,   represent shares of SuiteSpeed Common Stock to be converted

into the right to receive RMLX Common Stock pursuant to Section 2.7.

 

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

 

      "FNB Notes" shall mean the promissory notes payable by SuiteSpeed to First

National Bank of Colorado in the aggregate principal amount of $300,000,   copies

of which have been furnished to RMLX prior to the date hereof.

 

      "GAAP" shall mean United States generally accepted accounting   principles,

consistently applied.

 

      "Laws"   shall mean all   statutes,   laws,   rules,   regulations,   orders and

ordinances   relating   to   SuiteSpeed   and   its   Subsidiaries   or   RMLX   and   its

Subsidiaries.

 

      "Liens" shall mean liens, encumbrances, security interests, pledges, title

restrictions and other   limitations on use, other than   restrictions on transfer

imposed by federal or state securities laws.

 

      "Parties"   shall mean the parties   hereto;   "Party"   shall mean any of the

parties hereto.

 

      "Person" means any individual, corporation, partnership, limited liability

company, business trust, sole proprietorship or other entity.

 

      "Pre-Closing   Tax   Period"   shall mean any period   ending on or before the

Closing Date for which the Tax obligations of SuiteSpeed and its Subsidiaries or

RMLX and its Subsidiaries may be measured.

 

      "Reasonable   Best   Efforts"   shall   mean   best   efforts,    to   the   extent

commercially reasonable.

 

      "RMLX   Common   Stock"   shall mean the common   stock,   par value   $.001 per

share, of RMLX.

 

      "RMLX Material Adverse Effect" shall mean a material adverse effect on the

business,   operations,   assets,   financial   condition,   results of operations or

prospects of RMLX and its Subsidiaries,   taken as a whole, or a material adverse

affect on the ability of the Parties to consummate the transactions contemplated

hereby on a timely basis.

 

 

                                      -2-

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      "SEC" shall mean the Securities and Exchange Commission.

 

      "Securities Act" shall mean the Securities Act of 1933, as amended.

 

      "Stockholder    Consent   Documents"   shall   mean   (a)   consents,    executed

subsequent   to the   execution   of   this   Agreement   and in   form   and   substance

satisfactory to RMLX,   pursuant to which   stockholders   of SuiteSpeed   owning at

least 98% of the   outstanding   shares of   SuiteSpeed   Common   Stock   shall   have

approved the Merger and this Agreement   ("SuiteSpeed   Stockholder Consents") and

(b) a notice,   in form and   substance   satisfactory   to RMLX,   pursuant to which

SuiteSpeed shall notify all other   stockholders,   in accordance with Section 262

of the Statute, that the Merger has been approved (the "262 Letter").

 

      "SuiteSpeed   Common Stock" shall mean the common stock,   par value $0.0001

per share, of SuiteSpeed.

 

      "SuiteSpeed Employee" shall mean a Person who is an employee of SuiteSpeed

or its   Subsidiaries   immediately   prior to the   Effective   Time and   becomes an

employee of the   Surviving   Corporation,   RMLX or its   Subsidiaries   immediately

after the Effective Time.

 

      "SuiteSpeed   Material Adverse Effect" shall mean a material adverse effect

on the business,   operations, assets, financial condition, results of operations

or prospects of SuiteSpeed and its   Subsidiaries,   taken as whole, or a material

adverse   affect on the ability of the   Parties to   consummate   the   transactions

contemplated hereby on a timely basis.

 

      "SuiteSpeed   Options" shall mean all options to purchase or acquire shares

of   SuiteSpeed    Common   Stock,    whether   issued   by   SuiteSpeed    pursuant   to

SuiteSpeed's stock option plans or otherwise.

 

      "Stockholder"   or   "SuiteSpeed   Stockholder"   shall   mean   each   holder of

SuiteSpeed Common Stock immediately prior to the Effective Time.

 

      "Subsidiary"   when used with reference to a Person,   shall mean any entity

(i) the   accounts   of which would be   consolidated   with those of such Person in

such Person's financial statements if such financial statements were prepared in

accordance with GAAP or (ii) of which   securities or other   ownership   interests

representing more than 50% of the equity or more than 50% of the ordinary voting

power or, in the case of a partnership, more than 50% of the general partnership

interests   or more than 50% of the   profits or losses are owned,   controlled   or

held by such Person and/or one or more subsidiaries of such Person.

 

      2.   "Tax",   "tax",   "Taxes"   or "taxes"   shall   mean any of the   following

imposed by or payable to any governmental authority: any income, gross receipts,

license, payroll,   employment,   excise, severance, stamp, business,   occupation,

premium,   windfall profits,   environmental (including taxes under Section 59A of

the Code), capital stock, franchise, profits,   withholding,   social security (or

similar),   unemployment,   disability,   real property,   personal property, sales,

use,   transfer,   registration,   or value added tax,   any   alternative   or add-on

minimum   tax,   any   estimated   tax,   and any   levy,   impost,   duty,   assessment,

withholding or any other   governmental   charge of any kind   whatsoever,   in each

case including any interest,   penalty, or addition thereto,   whether disputed or

not.

 

 

                                      -3-

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3. "Tax   Returns" or "tax   returns"   shall mean all   returns   and   reports   with

respect to sales, franchise, income and all other Taxes.

 

      1.2   Additional   Definitions.   The   following   terms   are   defined   in the

following sections of this Agreement:

 

TERM                                               SECTION

Agreement                                           Opening Paragraph

Benefit Plan                                       3.18.1

Certificate of Merger                              2.2

Closing                                            2.2

Closing Date                                       2.2

Code                                               Preliminary Statement E

Copyrights                                         3.10.1

Debt                                               3.2.3

Disposition                                        2.16.1

Dissenting Shares                                  2.9.1

Effective Time                                     2.2

Employment Agreement                               6.3.2

Enforcement Notice                                 3.24.1.2

Environmental Law                                   3.24.1.4

ERISA                                              3.18.1

Fully Diluted Number                               2.7.1

Intellectual Property                              3.10.1

Laws                                               3.23

Maskworks                                           3.10.1

Merger                                             Preliminary Statement A

Merger Conversion Number                           2.7.1

Merger Share Number                                2.7.1

Option Plan                                         2.15.1

Parties                                            Lead-in

Patents                                            3.10.1

Pension Plan                                       3.18.2

Plan                                               Lead-in

Plan of Reorganization                             2.14

Registered Intellectual Property                   3.10.1

Registration Rights Agreement                      6.4.3

Regulated Substance                                3.24.1.2

Releasing                                           3.24.1.3

RMLX                                               Opening Paragraph

RMLX Business                                      4.1.1

RMLX Common Stock                                  1.1

RMLX Current Balance Sheet                          4.1.1

RMLX Debt                                          4.2.2

RMLX Disclosure Schedule                           4.1.1

RMLX Intellectual Property                         4.4.1

RMLX Preferred Stock                               4.2.1

RMLX Registered Intellectual Property              4.4.2

RMLX SEC Documents                                 4.6

RMLX Statement Date                                4.9

 

 

                                      -4-

<PAGE>

 

Secretary of State                                 2.2

Statement Date                                     3.28

Statute                                            2.1

Subcorp                                            Opening Paragraph

Subject Entity                                     1.1

SuiteSpeed                                          Opening Paragraph

SuiteSpeed Affiliate's Letter                      6.2.5

SuiteSpeed Business                                Preliminary Statement A

SuiteSpeed Current Balance Sheet                   3.1.1

SuiteSpeed Disclosure Schedule                      3.1.1

SuiteSpeed Employees                               5.1

SuiteSpeed Financial Statements                    3.25.1

SuiteSpeed Intellectual Property                   3.10.1

SuiteSpeed Internal Controls                       3.25.4

SuiteSpeed Real Property Leases                    3.7.1

SuiteSpeed Registered Intellectual Property        3.10.2

SuiteSpeed Statement Date                          3.28

Surviving Corporation                              2.1

Tax Counsel                                         6.1

Tax Returns                                        3.26.1

Trademarks                                         3.10.1

 

      1.3   Interpretation.   Unless otherwise indicated to the contrary herein by

the context or use   thereof:   (i) the words,   "herein,"   "hereto,"   "hereof" and

words of   similar   import   refer   to this   Agreement   as a whole   and not to any

particular   Section or paragraph   hereof;   (ii) words   importing   the   masculine

gender   shall also include the   feminine   and neutral   genders,   and vice versa;

(iii) words   importing   the   singular   shall also   include the plural,   and vice

versa; and (iv) the word "including" means "including without limitation".   This

Agreement    represents   a   collaborative    effort   undertaken   by   the   Parties.

Accordingly, this Agreement is not to be strictly construed against either Party

by virtue of the identity of the draftsperson of any provision of this Agreement

or of this Agreement as a whole. ARTICLE II

 

                                   THE MERGER

 

      2.1 The Merger.   Upon the terms and subject to the conditions   hereof, and

in accordance with the applicable   provisions of the General   Corporation Law of

the State of Delaware   (the   "Statute"),   Subcorp   shall be merged with and into

SuiteSpeed   at the   Effective   Time.   As a result of the   Merger,   the   separate

corporate   existence of Subcorp shall cease and   SuiteSpeed   shall   continue its

existence under the laws of the State of Delaware.   SuiteSpeed,   in its capacity

as the corporation surviving the Merger, is hereinafter sometimes referred to as

the "Surviving Corporation."

 

      2.2   Effective   Time.   As promptly as   possible on the Closing   Date,   the

parties shall cause the Merger to be consummated by filing with the Secretary of

State of the State of   Delaware   (the   "Secretary   of State") a   certificate   of

merger (the "Certificate of Merger") in such form as is required by and executed

in accordance with Section 251 of the Statute. The Merger shall become effective

(the   "Effective   Time")   upon   filing of the   Certificate   of   Merger   with the

Secretary   of State or at such   later   time and date as shall be agreed   upon by

RMLX and   SuiteSpeed and specified in the   Certificate   of Merger.   Prior to the

filing   referred to in this Section 2.2 but after   SuiteSpeed   has   delivered to

RMLX the Stockholder Consent Documents,   a closing (the "Closing") shall be held

at the offices of Lowenstein   Sandler PC, 65 Livingston   Avenue,   Roseland,   New

Jersey 07068 or such other place as the parties may agree, on the first business

day after the date on which the Stockholder   Consent   Documents are delivered to

RMLX (such date,   the   "Closing   Date") or on such other date as the parties may

agree.

 

 

                                      -5-

<PAGE>

 

       2.3 Effects of the Merger.   From and after the Effective   Time, the Merger

shall have the effects set forth in this   Agreement,   the   Certificate of Merger

and the applicable provisions of the Statute. Without limiting the generality of

the foregoing,   and subject thereto, at the Effective Time, all of the property,

rights,   privileges,   powers and franchises of SuiteSpeed and Subcorp shall vest

in the Surviving Corporation,   and all of the debts,   liabilities,   obligations,

restrictions, disabilities and duties of SuiteSpeed and Subcorp shall become the

debts, liabilities,   obligations,   restrictions,   disabilities and duties of the

Surviving Corporation.

 

      2.4 Certificate of Incorporation and Bylaws.

 

            2.4.1   The   certificate   of   incorporation   of   SuiteSpeed   shall be

amended   in the   Merger to read in its   entirety   as set forth on Annex A to the

Certificate of Merger that is attached   hereto as Appendix 2.4 and as so amended

shall be the certificate of   incorporation   of the Surviving   Corporation   until

thereafter amended as provided therein and by law.

 

            2.4.2 The by-laws of Subcorp,   as in effect immediately prior to the

Effective   Time,   shall   be the   by-laws   of   the   Surviving   Corporation   until

thereafter   amended as provided therein,   in the certificate of incorporation of

the Surviving Corporation and by law.

 

      2.5 Directors and Officers of the   Surviving   Corporation.   From and after

the   Effective   Time,   (a) the   directors   of Subcorp   immediately   prior to the

Effective Time shall be the initial directors of the Surviving Corporation, each

to   hold   office   in   accordance    with    applicable   law,   the   certificate   of

incorporation and by-laws of the Surviving Corporation,   and (b) the officers of

Subcorp immediately prior to the Effective Time shall be the initial officers of

the Surviving   Corporation,   in each case until their respective   successors are

duly elected or appointed and qualified.

 

      2.6   Additional   Actions.   If, at any time after the Effective   Time,   the

Surviving   Corporation   shall   consider or be advised   that any   further   deeds,

assignments or assurances in law or any other acts are necessary or desirable to

(a)   vest,   perfect   or   confirm,   of   record   or   otherwise,   in the   Surviving

Corporation   its right,   title or   interest   in, to or under any of the   rights,

properties or assets of SuiteSpeed   or Subcorp,   or (b) otherwise   carry out the

provisions   of this   Agreement,   SuiteSpeed   and   Subcorp   and their   respective

officers   and   directors   shall   be   deemed   to have   granted   to the   Surviving

Corporation   an   irrevocable   power of   attorney to execute and deliver all such

deeds,   assignments or assurances in law and to take all acts necessary,   proper

or desirable to vest, perfect or confirm title to and possession of such rights,

properties or assets in the Surviving Corporation and otherwise to carry out the

provisions   of this   Agreement,   and the officers and directors of the Surviving

Corporation   are   authorized to act on its behalf in the name of SuiteSpeed   and

Subcorp or otherwise to take any and all such actions.

 

      2.7 Conversion of Securities.

 

            2.7.1 Additional   Definitions.   For purposes of this Agreement,   the

following terms shall have the following meanings:

 

 

                                      -6-

<PAGE>

 

            "Fully   Diluted   Number"   shall   mean the sum of (i) the   number   of

shares of SuiteSpeed Common Stock outstanding immediately prior to the Effective

Time and,   (ii) the   number of shares of   SuiteSpeed   Common   Stock   covered   by

SuiteSpeed Options outstanding immediately prior to the Effective Time.

 

            "Merger   Conversion   Number"   shall   mean the   Merger   Share   Number

divided by the Fully Diluted Number, rounded to four decimal places.

 

            "Merger Share Number" shall mean 21,450,000.

 

            2.7.2 Conversion. At the Effective Time, by virtue of the Merger and

without   any   action on the part of the   Parties   or the   holders   of any of the

following securities:

 

                  2.7.2.1 each issued and   outstanding   share of common stock of

Subcorp shall be converted into one validly issued, fully paid and nonassessable

share   of   common   stock,    par   value   $0.0001   per   share,   of   the   Surviving

Corporation;

 

                  2.7.2.2   each   share   of   SuiteSpeed    Common   Stock   held   in

SuiteSpeed's treasury and each share of SuiteSpeed Common Stock owned by RMLX or

any of its Subsidiaries   shall be canceled without any conversion thereof and no

payment or distribution shall be made with respect thereto; and

 

                  2.7.2.3   subject to the   provisions   of Sections   2.8 and 2.9,

each share of SuiteSpeed   Common Stock issued and outstanding   immediately prior

to the Effective Time (other than (i) shares canceled in accordance with Section

2.7.2.2 and (ii) Dissenting Shares) shall be converted into the right to receive

a number of validly issued,   fully paid and nonassessable   shares of RMLX Common

Stock   equal to the   Merger   Conversion   Number.   As of the   Effective   Time and

subject to Section   2.9,   each such share of   SuiteSpeed   Common   Stock shall no

longer be outstanding and shall automatically be canceled,   and each holder of a

certificate   representing any such shares of SuiteSpeed Common Stock shall cease

to have any rights   with   respect   thereto   other than the right to receive   (i)

shares of RMLX   Common   Stock to be issued in   consideration   therefor   upon the

surrender of such   certificate,   (ii) any dividends and other   distributions   in

accordance with Section 2.11.2 and (iii) any cash, without interest,   to be paid

in lieu of any fractional   share of RMLX Common Stock in accordance with Section

2.10.

 

      2.8   Adjustment of the Exchange   Ratios.   In the event that,   prior to the

Effective Time, any stock split, combination, reclassification or stock dividend

with respect to the RMLX Common   Stock,   any change or conversion of RMLX Common

Stock into other   securities or any other dividend or distribution   with respect

to the RMLX Common   Stock   should occur or, if a record date with respect to any

of the foregoing should occur,   appropriate and proportionate   adjustments shall

be made to the Merger   Conversion   Number,   and thereafter all references to the

Merger   Conversion Number shall be deemed to be to such Merger Conversion Number

as so adjusted.

 

      2.9 Dissenting Shares.

 

            2.9.1   Notwithstanding   any   provision   of   this   Agreement   to   the

contrary,   shares of SuiteSpeed   Common Stock that are   outstanding   immediately

prior to the   Effective   Time and which are held by   stockholders   who shall not

have voted in favor of the Merger (or consented   thereto in writing   pursuant to

Section   228 of the   Statute)   and who shall have   demanded   properly in writing

 

 

                                      -7-

<PAGE>

 

appraisal   for   such   shares   in   accordance   with   Section   262 of the   Statute

(collectively, the "Dissenting Shares") shall not be converted into or represent

the   right to   receive   the   consideration   set   forth in   Section   2.7.2.   Such

stockholders shall be entitled to receive such consideration as is determined to

be due with respect to such Dissenting   Shares in accordance with the provisions

of   Section   262 of the   Statute,   except   that all   Dissenting   Shares   held by

stockholders   who shall have   failed to perfect   or who   effectively   shall have

withdrawn or lost their rights to appraisal of such shares under   Section 262 of

the Statute shall   thereupon be deemed to have been   converted   into and to have

become   exchangeable   for, as of the   Effective   Time,   the right to receive the

shares of RMLX Common   Stock   specified in Section   2.7.2,   without any interest

thereon,   upon   surrender,   in the   manner   provided   in   Section   2.11,   of the

certificate or certificates that formerly evidenced such Dissenting Shares.

 

            2.9.2 SuiteSpeed shall give RMLX (i) prompt notice in writing of any

demands for appraisal received by SuiteSpeed,   withdrawals of such demands,   and

any other   related   instruments   served   pursuant to the Statute and received by

SuiteSpeed and (ii) the opportunity to direct all   negotiations   and proceedings

with respect to demands for appraisal under the Statute.   SuiteSpeed   shall not,

except with the prior written   consent of RMLX, make any payment with respect to

any demands for appraisal or offer to settle or settle any such demands.

 

      2.10   No   Fractional    Shares.   No   certificates   or   scrip    representing

fractional   shares of RMLX Common Stock shall be issued upon the   surrender   for

exchange of Certificates and such fractional shares shall not entitle the record

or beneficial   owner thereof to vote or to any other rights as a stockholder   of

RMLX. In lieu of receiving any such fractional   share (after taking into account

all Certificates delivered by a Stockholder), the Stockholder shall receive cash

(without interest) in an amount rounded to the nearest whole cent, determined by

multiplying (i) the Average Market Price on the date   immediately   preceding the

date on which the Effective Time shall occur (or, if no such price is available,

the last day on which such price is available   prior to the   Effective   Time) by

(ii) the fractional share to which such holder would otherwise be entitled.

 

      2.11   Exchange   Procedures;   Distributions   with   Respect   to   Unexchanged

Shares; Stock Transfer Books.

 

            2.11.1 As of the Effective   Time, RMLX shall deliver to its transfer

agent a letter   providing   the transfer   agent with all   information   reasonably

required   to enable the   transfer   agent,   upon RMLX'   receipt of the letters of

transmittal    described   below,   to   issue   stock   certificates   to   the   former

stockholders of SuiteSpeed. RMLX shall be entitled to place such legends on such

certificates as RMLX shall determine to be appropriate.

 

            2.11.2 As soon as practicable   after the Effective   Time, RMLX shall

send to each Person who was, at the Effective Time, a holder of record of shares

of SuiteSpeed   Common Stock which were   converted into the right to receive RMLX

Common Stock pursuant to Section 2.7.2, a letter of transmittal   which (i) shall

specify   that   delivery   shall be   effected   and risk of loss and   title to such

holder's   Certificates   shall pass, only upon actual delivery thereof to RMLX or

its agent and (ii) shall contain instructions for use in effecting the surrender

of the   Certificates.   Upon surrender to RMLX or its agent of   Certificates   for

cancellation,   together with such letter of   transmittal   duly executed and such

other documents as RMLX may reasonably require, such holder shall be entitled to

receive in exchange therefor (A) a certificate   representing the number of whole

shares of RMLX Common Stock into which the SuiteSpeed   Common Stock   represented

by the surrendered   Certificate shall have been converted at the Effective Time,

(B) cash in lieu of any fractional share of RMLX Common Stock in accordance with

Section 2.10 and (C)   dividends and   distributions,   if any, that are payable in

accordance with Section 2.11.3,   and the Certificates so surrendered   shall then

be canceled.   Subject to Sections 2.9,   2.10 and 2.11.3,   until   surrendered   as

contemplated   by this   Section   2.11.2,   each   Certificate   from and   after   the

Effective Time shall be deemed to represent only the right to receive, upon such

surrender,   the number of shares of RMLX Common Stock into which such SuiteSpeed

Common Stock shall have been converted.

 

 

                                      -8-

<PAGE>

 

            2.11.3 No   dividends or other   distributions   declared or made after

the   Effective   Time with   respect to the RMLX   Common   Stock with a record date

after the Effective   Time shall be paid to any holder   entitled by reason of the

Merger   to   receive   certificates   representing   RMLX   Common   Stock and no cash

payment in lieu of a fractional   share of RMLX Common Stock shall be paid to any

such holder   pursuant to Section 2.10 until such holder   shall have   surrendered

its   Certificates   pursuant to this Section   2.11.   Subject to   applicable   law,

following surrender of any such Certificate,   such holder shall be paid, in each

case, without interest,   (i) the amount of any dividends or other   distributions

theretofore paid with respect to the shares of RMLX Common Stock   represented by

the certificate received by such holder and having a record date on or after the

Effective   Time   and a   payment   date   prior to such   surrender   and (ii) at the

appropriate payment date or as promptly as practicable thereafter, the amount of

any dividends or other distributions payable with respect to such shares of RMLX

Common Stock and having a record date on or after the   Effective   Time but prior

to such surrender and a payment date on or after such surrender.

 

            2.11.4 If any certificate   representing   shares of RMLX Common Stock

or any cash is to be   issued or paid to any   Person   other   than the   registered

holder   of the   Certificate   surrendered   in   exchange   therefor,   it shall be a

condition to such exchange that such surrendered   Certificate   shall be properly

endorsed and   otherwise   in proper form for transfer and such Person   either (i)

shall   pay to RMLX any   transfer   or other   Taxes   required   as a result   of the

issuance of such   certificates of RMLX Common Stock and the distribution of such

cash payment to such Person or (ii) shall establish to the   satisfaction of RMLX

that such Tax has been paid or is not   applicable.   RMLX   shall be   entitled   to

deduct and withhold from the   consideration   otherwise   payable pursuant to this

Agreement to any former holder of shares of SuiteSpeed Common Stock such amounts

as RMLX is required to deduct and   withhold   with   respect to the making of such

payment under the Code, or any provision of state,   local or foreign Tax law. To

the extent that amounts are so withheld by RMLX, such withheld   amounts shall be

treated for all purposes of this   Agreement as having been paid to the holder of

the shares of   SuiteSpeed   Common Stock in respect of which such   deduction   and

withholding   was made by RMLX.   All   amounts   in respect   of Taxes   received   or

withheld   by RMLX shall be disposed   of by RMLX in   accordance   with the Code or

such state, local or foreign Tax law, as applicable.

 

            2.11.5 If any Certificate shall have been lost, stolen or destroyed,

upon the   making   of an   affidavit   of that   fact by the   Person   claiming   such

Certificate to be lost, stolen or destroyed and subject to such other conditions

as the Board of Directors of RMLX may   reasonably   impose,   RMLX shall cause its

transfer   agent   to   issue   in   exchange   for such   lost,   stolen   or   destroyed

Certificate   the shares of RMLX Common Stock as   determined   under Section 2.7.2

and pay any cash,   dividends or other   distributions as determined in accordance

with Sections   2.10 and 2.11.3 in respect of such   Certificate;   provided,   that

RMLX may,   in its   reasonable   discretion   and as a condition   precedent   to the

issuance   thereof,    require   the   owner   of   such   lost,   stolen   or   destroyed

Certificate   to   deliver   a bond in such   sum as it may   reasonably   require   as

indemnity   against   any claim   that may be made   against   RMLX or the   Surviving

Corporation with respect to the Certificate alleged to have been lost, stolen or

destroyed.

 

 

                                       -9-

<PAGE>

 

            2.11.6 At the close of   business   on the day on which the   Effective

Time occurs,   SuiteSpeed's   stock   transfer books shall be closed and thereafter

there shall be no further   registration   of   transfers   of shares of   SuiteSpeed

Common Stock on   SuiteSpeed's   records.   From and after the Effective   Time, the

holders of shares of SuiteSpeed   Common Stock   outstanding   immediately prior to

the   Effective   Time shall cease to have any rights with   respect to such shares

except as otherwise provided herein or by applicable law.

 

            2.11.7 All shares of RMLX Common Stock issued pursuant to the Merger

shall be represented by a stock certificate which shall contain a legend stating

substantially as follows:

 

         "THE SHARES OF COMMON STOCK   REPRESENTED BY THIS   CERTIFICATE   HAVE NOT

         BEEN   REGISTERED   UNDER   THE   SECURITIES   ACT   OF   1933   OR   ANY   STATE

         SECURITIES   LAW. SUCH SHARES MAY NOT BE SOLD,   PLEDGED,   DISPOSED OF OR

          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION

         OF COUNSEL   SATISFACTORY   TO THE ISSUER THAT SUCH   REGISTRATION   IS NOT

         REQUIRED."

 

      2.12   Abandoned   Property.   None of RMLX,   Subcorp or SuiteSpeed   shall be

liable to any former   holder of   SuiteSpeed   Common Stock for any shares of RMLX

Common Stock held (and any cash, dividends and distributions   payable in respect

thereof)   which are not claimed by such former   holder on a timely basis and are

delivered to a public official under any applicable abandoned property,   escheat

or similar law.

 

      2.13   No   Further    Ownership   Rights   in   SuiteSpeed   Common   Stock.   All

certificates   representing   shares   of RMLX   Common   Stock   delivered   upon   the

surrender for exchange of any   Certificate in accordance   with the terms hereof,

as well as any cash paid   pursuant   to Section   2.10 or Section   2.11,   shall be

deemed to have been   delivered   (and   paid) in full   satisfaction   of all rights

pertaining   to the   SuiteSpeed   Common   Stock   previously   represented   by   such

Certificate.

 

      2.14 Tax   Consequences.   It is intended that the Merger shall constitute a

"reorganization" within the meaning of Section 368(a) of the Code, and that this

Agreement shall   constitute a "plan of   reorganization"   for the purposes of the

Code.

 

      2.15 Treatment of Stock Options

 

            2.15.1 Option   Conversion.   At the Effective   Time,   all   SuiteSpeed

Options then   outstanding   under the 2004 Stock Option/ Stock Issuance Plan (the

"Option   Plan"),   whether   vested   or   unvested,   shall   be   assumed   by RMLX in

accordance with this Section 2.15.1.   Each SuiteSpeed   Option so assumed by RMLX

at the Effective   Time will continue to have,   and be subject to, the same terms

and conditions set forth in the Option Plan   immediately   prior to the Effective

Time (including,   without limitation,   any repurchase   rights),   except that (i)

each   SuiteSpeed   Option   will be   exercisable   (or will become   exercisable   in

accordance   with its terms) for that number of whole shares of RMLX Common Stock

equal to the   product of the number of shares of   SuiteSpeed   Common   Stock that

were underlying such SuiteSpeed   Option   immediately prior to the Effective Time

multiplied by the Merger   Conversion   Number,   rounded down to the nearest whole

number of shares of RMLX Common Stock, and (ii) the per share exercise price for

the   shares   of RMLX   Common   Stock   issuable   upon   exercise   of   such   assumed

SuiteSpeed   Option will be equal to the   quotient   determined   by   dividing   the

exercise   price per share of   SuiteSpeed   Common Stock at which such   SuiteSpeed

Option was   exercisable   immediately   prior to the Effective   Time by the Merger

Conversion Number,   rounded down to the nearest whole cent;   provided,   however,

that in the   case of any   SuiteSpeed   Option   to which   Section   422 of the Code

 

 

                                      -10-

<PAGE>

 

applies,   the option price,   the number of shares   purchasable   pursuant to such

option   and the   terms   and   conditions   of   exercise   of such   option   shall be

determined in accordance with Section 424(a) of the Code. In connection with the

assumption by RMLX of the SuiteSpeed   Options   pursuant to this Section   2.15.1,

SuiteSpeed shall be deemed to have assigned to RMLX,   effective at the Effective

Time,   SuiteSpeed's   right, if any, to repurchase   unvested shares of SuiteSpeed

Common Stock issuable upon the exercise of the SuiteSpeed   Options or previously

issued upon the exercise of options granted under the Option Plan, in accordance

with the terms of the Option Plan and the related   stock option   agreements   and

stock purchase agreements entered into under the Option Plan.

 

            2.15.2   Procedures   for Option   Conversion.   As soon as   practicable

after the Effective Time,   RMLX shall deliver to the   participants in the Option

Plan   appropriate   notices   setting   forth such   participants'   rights   pursuant

thereto,   that RMLX has assumed all   obligations of SuiteSpeed   under the Option

Plan and that the grants pursuant to the Option Plan shall continue in effect on

the same terms and   conditions   (subject   to the   adjustments   required   by this

Section   2.15 after   giving   effect to the   Merger).   RMLX shall comply with the

terms of the Option Plan and the parties intend that, to the extent required by,

and subject to the   provisions   of, such Option Plan and Sections 422 and 424(a)

of the Code,   that Options which   qualified as incentive   stock options prior to

the Effective Time will continue to qualify as incentive stock options after the

Effective   Time, and this provision   shall be interpreted   consistent   with that

intent. RMLX shall take all corporate action necessary to reserve for issuance a

sufficient   number of shares of RMLX Common Stock for delivery   upon exercise of

the SuiteSpeed   Options   assumed in accordance with this Section 2.15, and shall

promptly after closing file a   registration   statement with the SEC with respect

to such assumed Option Plan in accordance with the Securities Act.

 

            2.15.3   Consent.   SuiteSpeed   has   obtained   on or prior to the date

hereof a consent (in form and substance   reasonably   satisfactory   to RMLX) from

each holder of a SuiteSpeed   Option to the amendment of such   SuiteSpeed   Option

pursuant to this Section   2.15   (unless   such consent is not required   under the

terms of the applicable agreement, instrument or plan).

 

                                   ARTICLE III

 

                  REPRESENTATIONS AND WARRANTIES OF SUITESPEED

 

       SuiteSpeed represents and warrants to RMLX and Subcorp as follows:

 

      3.1 Organization.

 

            3.1.1 SuiteSpeed is a corporation   duly organized,   validly existing

and in good   standing   under the laws of the State of Delaware and has the power

and   authority   to own,   lease and   operate   its   properties   and to conduct the

SuiteSpeed   Business.   SuiteSpeed   is duly   qualified to transact   business as a

foreign   corporation   and is in good standing in each   jurisdiction in which the

conduct of its business or the   ownership,   leasing or operation of its property

requires such   qualification,   except for failures to be so qualified or in good

standing   which   would   not,   singly   or in the   aggregate   with all such   other

failures,   have a SuiteSpeed   Material Adverse Effect.   SuiteSpeed does not have

any liability or obligation relating to any failure in the past to qualify to do

business in any jurisdiction other than liabilities and obligations reflected in

SuiteSpeed's   consolidated   balance sheet as of March 31, 2005 (the   "SuiteSpeed

Current Balance   Sheet"),   a copy of which is set forth in Section 3.25.1 of the

disclosure schedule delivered by SuiteSpeed to RMLX   contemporaneously   with the

execution of this Agreement (the "SuiteSpeed Disclosure   Schedule").   SuiteSpeed

is not in violation of any of the   provisions of its   organizational   documents.

True and   complete   copies of such   organizational   documents,   as   currently in

effect, have previously been delivered to RMLX's counsel.

 

 

                                       -11-

<PAGE>

 

            3.1.2   True   and   complete   copies   of   SuiteSpeed's    minute   books

(covering   all   meetings   of the   board of   directors,   committees   thereof   and

shareholders   of SuiteSpeed   since January 1, 1999) and stock   transfer   records

(since   inception)   have   been   delivered   to RMLX's   counsel   prior to the date

hereof.

 

            3.1.3 Section 3.1.3 of the SuiteSpeed Disclosure Schedule lists each

stock   purchase    agreement,    registration    rights   agreement,    stockholders'

agreement,   voting rights   agreement,   investor   agreement   and other   agreement

entered   into by   SuiteSpeed   in   connection   with the issuance of any shares of

SuiteSpeed   Common Stock and, to SuiteSpeed's   knowledge,   all other   agreements

among the   shareholders   of SuiteSpeed,   in their   capacities as such.   True and

complete copies of each of the agreements listed in such Section 3.1.3 have been

delivered to RMLX's counsel prior to the date hereof.

 

      3.2 Capitalization; Funded Debt.

 

            3.2.1 Section 3.2.1 of the SuiteSpeed Disclosure Schedule sets forth

the number of shares of each class and   series of   capital   stock of   SuiteSpeed

which are authorized for issuance and, as of the date hereof, the number of such

shares that are   outstanding.   Such Section   3.2.1 also sets forth the names and

addresses   of the record   and,   to the extent   known by   SuiteSpeed,   beneficial

owners of such outstanding   shares (showing,   for each such owner, the number of

such shares owned of record and beneficially) as of the date hereof. All of such

outstanding shares are fully paid and   non-assessable,   have been validly issued

and were issued in compliance   with all applicable   laws and agreements to which

SuiteSpeed is or was a party.   No   outstanding   shares of   SuiteSpeed's   capital

stock are, or have ever been,   subject to   preemptive   rights or rights of first

refusal other than rights described in the agreements listed in Section 3.1.3 of

the SuiteSpeed   Disclosure Schedule,   which rights have been waived or satisfied

in all applicable instances.

 

            3.2.2 Section 3.2.2 of the SuiteSpeed Disclosure Schedule lists, for

each person who owns any options or rights to purchase any shares of the capital

stock of   SuiteSpeed,   the class and series of shares   issuable upon exercise of

such options or rights,   the number of shares subject to such warrants,   options

or rights,   the grant date of such options or rights,   the vesting date or dates

of such options or rights and the plans and agreement   (true and complete copies

of which have been delivered to RMLX's   counsel)   pursuant to which such options

or   rights   have been   granted.   Except   as set   forth in   Section   3.2.1 of the

SuiteSpeed   Disclosure   Schedule,   SuiteSpeed   does   not   have   outstanding   any

subscriptions,   options,   rights,   convertible securities or other agreements or

commitments to issue, or contracts or any other agreements obligating SuiteSpeed

to issue, or to transfer from treasury, any shares of capital stock of any class

or kind, or securities convertible into such capital stock. Each option or right

granted by SuiteSpeed has been granted in accordance   with all   applicable   laws

and regulations,   including (with respect to the SuiteSpeed Options) Rule 701 of

the SEC and all applicable state securities laws.

 

            3.2.3 Except for the FNB Notes and as set forth in Section   3.2.3 of

the SuiteSpeed Disclosure Schedule,   SuiteSpeed has no term or funded debt, debt

to banks or debt to Affiliates (the "Debt").   Such Section 3.2.3 lists each loan

agreement,   credit agreement,   mortgage,   indenture,   promissory note,   security

agreement   or other   agreement   or   instrument   to which   SuiteSpeed   is a party

evidencing   term or funded debt,   debt to banks or debt to Affiliates,   true and

complete   copies of which   (including,   without   limitation,   all   documentation

 

 

                                      -12-

<PAGE>

 

relating to the FNB Notes) have been   delivered to RMLX's   counsel   prior to the

date   hereof.   Except   as set   forth in such   Section   3.2.3   of the   SuiteSpeed

Disclosure   Schedule,   no event has   occurred   which   (whether   with or   without

notice,   lapse of time or the   happening or occurrence of any other event) would

constitute   a default by   SuiteSpeed   under any   agreement   or other   instrument

relating   to any funded   debt,   bank loan or debt to   Affiliates   listed in such

Section 3.2.3 of the SuiteSpeed   Disclosure Schedule which has not been cured or

waived (true and complete   copies of which waivers are set forth in such Section

3.2.3 of the SuiteSpeed Disclosure Schedule).

 

            3.2.4   Except   as set   forth   in   Section   3.2.4   of the   SuiteSpeed

Disclosure   Schedule,   SuiteSpeed   has not   guaranteed   the   obligations   of any

third-party,   including any joint venture, any officer,   director or shareholder

of   SuiteSpeed   or any entity   affiliated   with any such   officer,   director   or

shareholder.

 

            3.2.5 There are no declared   and unpaid   dividends   on any shares of

SuiteSpeed Common Stock.

 

      3.3 Subsidiaries; Acquisitions; Dispositions; Jurisdictions.

 

            3.3.1 SuiteSpeed does not directly or indirectly own or control, and

has never directly owned or controlled, any Subsidiary .

 

            3.3.2 SuiteSpeed does not, directly or indirectly, (i) own of record

or beneficially   (A) any shares of capital stock or securities   convertible into

capital   stock   of any   other   corporation   or (B) any   equity   interest   in any

partnership,    joint   venture,   limited   liability   company   or   other   business

enterprise   or (ii) own or   control   any other   entity.   Since   January 1, 1999,

SuiteSpeed has not acquired the capital stock or assets of any business   entity,

or invested in any partnership,   limited partnership, limited liability company,

joint venture or other business entity.

 

            3.3.3 There are no agreements between SuiteSpeed and any third-party

relating to the operation, governance, ownership or other material aspect of any

joint venture.

 

            3.3.4   Except   as set   forth   in   Section   3.3.4   of the   SuiteSpeed

Disclosure Schedule, SuiteSpeed has not, since its formation, purchased, sold or

otherwise disposed of any assets or entity otherwise than in the ordinary course

of business.

 

            3.3.5 The   SuiteSpeed   Business is not conducted   through any entity

other than SuiteSpeed.

 

      3.4 Tax Jurisdictions.   Section 3.4 of the SuiteSpeed   Disclosure Schedule

lists each jurisdiction with respect to which SuiteSpeed is required to file Tax

Returns.

 

      3.5   Other   Business   Names.   Section   3.5   of the   SuiteSpeed   Disclosure

Schedule   lists each   business   name or trade name used in   connection   with the

SuiteSpeed   Business   by   SuiteSpeed   or its   predecessors   or by any   companies

acquired by or merged into such   entities,   and each   jurisdiction   in which any

such trade name is registered.

 

      3.6 Owned Real Property. SuiteSpeed does not own any real property.

 

      3.7 Leased Real Property.

 

 

                                       -13-

<PAGE>

 

            3.7.1 Section 3.7.1 of the SuiteSpeed Disclosure Schedule sets forth

all leases pursuant to which SuiteSpeed   leases any real estate (the "SuiteSpeed

Real Property Leases"). True and complete copies of the SuiteSpeed Real Property

Leases have been delivered to counsel for RMLX prior to the date hereof.

 

            3.7.2 SuiteSpeed is not in default in any material respect under the

SuiteSpeed Real Property Leases. SuiteSpeed is not aware of any facts that, with

notice   and/or   the   passage   of time,   would   constitute   such a   default.   The

possession of the   applicable   real property by SuiteSpeed   under the SuiteSpeed

Real Property Leases has not been disturbed and, to SuiteSpeed's   knowledge,   no

claim has been asserted against   SuiteSpeed   which is materially   adverse to its

rights in such leasehold interests.

 

            3.7.3 To   SuiteSpeed's   knowledge,   the   portions   of the   buildings

leased by SuiteSpeed   pursuant to the SuiteSpeed   Real Property Leases comply in

all   material   respects   with all   applicable   statutes,   ordinances,   rules and

regulations   relating to the   construction   of such   buildings and their current

use.   The roof,   exterior   walls,   and all other   structural   components   of the

portions of such buildings leased to SuiteSpeed are in good condition,   ordinary

wear and tear excepted.   SuiteSpeed has performed all periodic maintenance which

it has been required to perform under applicable lease   provisions,   and has not

deferred any such maintenance.   The heating,   air conditioning,   plumbing,   fire

sprinkler system,   lighting and loading doors, if any, and electrical systems of

the   portions   of such   buildings   leased by   SuiteSpeed   are in good   operating

condition,   ordinary   wear and tear   excepted.   SuiteSpeed   has not sublet   such

buildings or any part thereof.

 

            3.7.4 SuiteSpeed, as a tenant, has never assigned a lease to a third

party.

 

            3.7.5   Consummation of the Merger will not constitute an assignment,

sublease or default   under the   SuiteSpeed   Real   Property   Leases or   otherwise

require any consent under any of the SuiteSpeed Real Property Leases.

 

            3.7.6 All of the SuiteSpeed   Real Property   Leases (i) are valid and

subsisting   and in full force and effect   with   respect to   SuiteSpeed   and,   to

SuiteSpeed's   knowledge,   with respect to any other party   thereto and (ii) were

entered into as a result of bona fide arm's length   negotiations   with the other

party or   parties   thereto.   SuiteSpeed   has valid   leasehold   interests   in all

properties leased thereunder free and clear of all Liens.

 

      3.8 Tangible Personal Property.

 

            3.8.1 Section 3.8.1 of the SuiteSpeed Disclosure Schedule identifies

all   items   of   tangible   personal   property   owned   and used by   SuiteSpeed   in

connection   with the   SuiteSpeed   Business on the date   hereof   which had a book

value of more   than   $1,000   as of the date of the   SuiteSpeed   Current   Balance

Sheet,   including   machinery,   motor vehicles,   computer   equipment,   furniture,

fixtures and leasehold improvements.

 

            3.8.2 Section 3.8.2 of the SuiteSpeed Disclosure Schedule contains a

true and complete list of all machinery,   motor   vehicles,   computer   equipment,

other equipment,   furniture,   fixtures, and all other tangible personal property

leased by SuiteSpeed for the SuiteSpeed   Business on the date hereof pursuant to

leases which involve   monthly   payments of more than $500 on account of any such

lease.   True and complete   copies of all leases pursuant to which such items are

leased to   SuiteSpeed   have been   furnished to RMLX's   counsel prior to the date

hereof.   SuiteSpeed is not in default in any material   respect under any of such

leases and is not aware of any fact which,   with notice and/or   passage of time,

would   constitute such a default.   All of the leases so listed (i) are valid and

subsisting   and in full force and effect   with   respect to   SuiteSpeed,   and, to

SuiteSpeed's   knowledge,   with respect to any other party   thereto and (ii) were

entered into as a result of bona fide arm's length   negotiations   with the other

party or   parties   thereto.   SuiteSpeed   has valid   leasehold   interests   in all

personal property leased thereunder free and clear of all Liens.

 

 

                                       -14-

<PAGE>

 

            3.8.3 All personal   property   owned by SuiteSpeed or leased and used

by SuiteSpeed in the SuiteSpeed   Business is in good condition,   normal wear and

tear excepted, and is in good operating order.

 

       3.9 Proprietary Information. No third party has claimed that SuiteSpeed or

any officer, director, or other person engaged now or in the past five (5) years

by, or   affiliated   now or in the past five (5) years with,   SuiteSpeed   has (i)

violated   or may be   violating   any of the   terms   or   conditions   of his or her

employment,   non-competition or non-disclosure   agreement with such third party,

(ii)   disclosed or may be   disclosing   or utilized or may be utilizing any trade

secret or proprietary   information or documentation of such third party or (iii)

interfered or may be   interfering in the   employment   relationship   between such

third   party and any of its   present   or former   employees.   No third   party has

requested   information from SuiteSpeed which suggests that such a claim might be

contemplated.   To SuiteSpeed's knowledge, no officer,   director, or other person

engaged now or in the past five (5) years by, or   affiliated   now or in the past

five (5) years   with,   SuiteSpeed   has   employed or proposes to employ any trade

secret or any information or   documentation   proprietary to any former employer,

and, to SuiteSpeed's   knowledge,   no officer,   director, or other person engaged

now or in the past five (5) years by, or affiliated   now or in the past five (5)

years with,   SuiteSpeed has violated any   confidential   relationship   which such

person may have had with any third party,   in connection with the development or

sale of any product,   service or proposed   product or service of SuiteSpeed.   To

SuiteSpeed's    knowledge,    neither   the    consummation    of   the    transactions

contemplated by this Agreement nor the carrying on of the SuiteSpeed Business as

officers,   employees   or agents by any   officer,   director   or key   employee   of

SuiteSpeed,   or the conduct or proposed conduct of the SuiteSpeed Business, will

conflict with or result in a breach of the terms, conditions or provisions of or

constitute a default under any contract,   covenant or instrument under which any

such officer,   director or key employee is obligated.   For the past three years,

each   employee and   consultant of   SuiteSpeed   who has been   afforded   access to

proprietary   information   of   SuiteSpeed   has   executed   a   confidentiality   and

non-disclosure agreement. Section 3.9 of the SuiteSpeed Disclosure Schedule sets

forth copies of the template confidentiality and non-disclosure   agreements that

SuiteSpeed has used in the SuiteSpeed Business over the past three years.

 

      3.10 Intellectual Property.

 

            3.10.1 For the purposes of this Agreement, the following terms shall

have the following definitions:

 

            "SuiteSpeed   Intellectual   Property" means any Intellectual Property

that is owned by or licensed to SuiteSpeed.

 

            "Intellectual   Property"   means any or all of the   following and all

rights in,   arising out of, or associated   therewith:   (i) all United States and

foreign patents and utility models and   applications   therefor and all reissues,

divisions,     renewals,     extensions,     provisionals,      continuations     and

continuations-in-part   thereof, and equivalent or similar rights anywhere in the

world in inventions and discoveries   ("Patents");   (ii) all inventions   (whether

patentable   or   not),   invention   disclosures,    improvements,    trade   secrets,

proprietary   information,   know how,   technology,   technical   data and   customer

 

 

                                      -15-

<PAGE>

 

lists, and all documentation embodying or evidencing any of the foregoing; (iii)

all copyrights,   copyright registrations and applications therefor and all other

rights corresponding thereto throughout the world ("Copyrights");   (iv) all mask

works, mask work registrations and applications   therefor, and any equivalent or

similar   rights in   semiconductor   masks,   layouts,   architectures   or   topology

("Maskworks"); (v) all industrial designs and any registrations and applications

therefor   throughout   the   world;   (vi)   all   trade   names,   logos,   common   law

trademarks   and service   marks,   trademark   and service mark   registrations   and

applications therefor and all goodwill associated therewith throughout the world

("Trademarks");   (vii) all   databases   and database   collections   and all rights

therein throughout the world;   (viii) all computer software including all source

code, object code, firmware,   development code, files, records and data, and any

medium on which   any of the   foregoing   is   recorded;   (ix) all   World   Wide Web

addresses,   sites   and   domain   names;   and (x) any   similar,   corresponding   or

equivalent rights to any of the foregoing anywhere in the world.

 

            "Registered    Intellectual    Property"    means   all   United   States,

international and foreign: (i) Patents,   including applications   therefor;   (ii)

registered    Trademarks,     applications    to   register    Trademarks,    including

intent-to-use   applications,   or other registrations or applications   related to

Trademarks;    (iii)   Copyright    registrations    and   applications   to   register

Copyrights;   (iv) Maskwork registrations and applications to register Maskworks;

and (v) any other   Intellectual   Property   owned by a Party   hereto   that is the

subject of an application,   certificate,   filing, registration or other document

issued by,   filed with,   or recorded by, any state,   government   or other public

legal   authority   at any time.   32.   3.10.2   Section   3.10.2   of the   SuiteSpeed

Disclosure Schedule lists all Registered   Intellectual   Property, in whole or in

part   owned   by or   filed   in the   name of   SuiteSpeed   ("SuiteSpeed   Registered

Intellectual Property").

 

            3.10.3   Each   item of   SuiteSpeed   Intellectual   Property   owned   by

SuiteSpeed,   including all SuiteSpeed Registered Intellectual Property listed in

Section 3.10.2 of the SuiteSpeed   Disclosure Schedule,   is free and clear of all

Liens, other than end-user licenses granted by SuiteSpeed pursuant to a standard

form of end-user license,   a true and complete copy of which, if applicable,   is

set forth in Section 3.10.3 of the SuiteSpeed Disclosure Schedule.

 

            3.10.4   SuiteSpeed   owns   exclusively,   and has good   title to,   all

copyrighted   works that are software   products of   SuiteSpeed   or other works of

authorship   that   SuiteSpeed   otherwise   purports   to own,   except for any items

described in Section 3.10.4 of the SuiteSpeed   Disclosure Schedule   representing

material   portions of freeware   owned by third parties and except for immaterial

portions of freeware   (which are not   required to be   disclosed   in such Section

3.10.4).

 

            3.10.5   Except   as   otherwise   indicated   in   Section   3.10.5 of the

SuiteSpeed   Disclosure   Schedule   and except for   end-user   licenses   granted by

SuiteSpeed   pursuant to its standard form of end-user   license,   if   applicable,

SuiteSpeed has not transferred   ownership of, or granted any license or right to

use, any Intellectual Property that is, or was, SuiteSpeed Intellectual Property

to   any   other   person   or   knowingly   permitted   SuiteSpeed's   rights   in   such

SuiteSpeed Intellectual Property to lapse or enter into the public domain.

 

            3.10.6   Except as set   forth in   Section   3.10.6   of the   SuiteSpeed

Disclosure Schedule,   the SuiteSpeed   Intellectual   Property constitutes all the

Intellectual   Property   used   in the   conduct   of   the   SuiteSpeed   Business   as

currently   conducted   including   (i) the making,   using,   selling,   marketing or

importing of any product or device, (ii) the practice of any process,   (iii) the

offering   or   performance   of   any   service,   or   (iv)   the   copying,    display,

performance,   distribution, creation of derivative works of, or the exploitation

of, any device or work.

 

 

                                      -16-

<PAGE>

 

            3.10.7 Section 3.10.7 of the SuiteSpeed Disclosure Schedule contains

a list of all   contracts,   licenses   and   agreements   (other than   off-the-shelf

end-user licenses available to the general public) pursuant to which any person,

including any Affiliate of SuiteSpeed   (other than a Subsidiary of   SuiteSpeed),

has licensed any Intellectual   Property to SuiteSpeed.   Copies of such documents

currently in effect have been provided to RMLX's counsel prior the date hereof.

 

            3.10.8 The   consummation   of the   transactions   contemplated by this

Agreement will not cause or obligate   SuiteSpeed (i) to grant to any third party

any rights or licenses with respect to any SuiteSpeed   Intellectual   Property or

(ii) to pay any   royalties   or other   amounts   in excess of those   being paid by

SuiteSpeed prior to the date hereof.

 

             3.10.9 Section 3.10.9 of the SuiteSpeed Disclosure Schedule contains

a list of all agreements,   licenses and contracts   pursuant to which   SuiteSpeed

has agreed to indemnify,   hold harmless, or otherwise agree to be liable for any

losses,   costs or damages   of a third   party   with   respect to any   Intellectual

Property or product or service of   SuiteSpeed.   True and complete   copies of all

such   agreements,   licenses and contracts   have been provided to RMLX's   counsel

prior to the date hereof.

 

             3.10.10 All material SuiteSpeed Intellectual Property, including any

item   thereof,   is fully   transferable,   alienable or   licensable   by SuiteSpeed

without restriction and without payment of any kind to any third party.

 

            3.10.11 The   consummation of the   transactions   contemplated by this

Agreement   will not result in the loss of, or otherwise   adversely   affect,   any

ownership rights of SuiteSpeed in any SuiteSpeed Intellectual Property or result

in the breach or   termination   of any   license,   contract or   agreement to which

SuiteSpeed is a party respecting any material SuiteSpeed Intellectual Property.

 

            3.10.12   Except as set forth in Section   3.10.12   of the   SuiteSpeed

Disclosure   Schedule,   to the   knowledge   of   SuiteSpeed,   the   operation of the

SuiteSpeed   Business,   including (i) the making,   using,   selling,   marketing or

importing of any product or device, (ii) the practice of any process,   (iii) the

offering   or   performance   of   any   service,   or   (iv)   the   copying,    display,

performance,   distribution, creation of derivative works of, or the exploitation

of any   device or work does not   infringe   or   misappropriate   the   Intellectual

Property of any Person,   violate the rights of any Person,   or constitute unfair

competition or unfair trade   practices under the laws of any   jurisdiction,   and

SuiteSpeed has not received   written   notice from any Person   claiming that such

operation or any act, product,   technology or service of the SuiteSpeed Business

infringes   or   misappropriates   the   Intellectual   Property   of   any   Person   or

constitutes   unfair   competition or unfair trade practices under the laws of any

jurisdiction.   To   SuiteSpeed's   knowledge,   (i)   the   making,   using,   selling,

marketing or importing of any product or device   currently under   development by

SuiteSpeed,   (ii) the practice of any process   currently   under   development   by

SuiteSpeed,   (iii) the offering or   performance of any service   currently   under

development   by   SuiteSpeed,    or   (iv)   the   copying,    display,    performance,

distribution, creation of derivative works of, or the exploitation of any device

or work   currently   under   development   by   SuiteSpeed,   does   not   infringe   or

misappropriate   t