SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT, dated as of the 13 ^th day of October, 2009, is made by and among BLACKBIRD CORPORATION, a Florida corporation (“Blackbird”); RAPID LINK, INCORPORATED, a Delaware corporation (“Rapid Link”); the principal Blackbird stockholders identified on the signature page hereto (the “Principal Blackbird Stockholders”); and the principal Rapid Link stockholders identified on the signature page hereto (the “Principal Rapid Link Stockholders”).

A.           Rapid Link, through its operating subsidiaries, operates facilities-based, communications businesses providing voice and data services to small and medium sized businesses, as well as individual consumers, and also sells foreign and domestic termination of voice traffic into the wholesale market (collectively, the “Business”).

B.           Rapid Link desires to acquire  all of the issued and outstanding shares of Blackbird capital stock (the “Blackbird Capital Stock”) in exchange for an aggregate of 520,000,000 shares of newly-issued common stock, par value $0.001 per share, of Rapid Link (the “Rapid Link Common Stock”), representing 80% of the outstanding Rapid Link Common Stock giving effect to such issuance and the transactions contemplated hereby, and all of the holders of Blackbird Capital Stock (the “Blackbird Stockholders”) desire to exchange all of their beneficially owned shares of Blackbird Capital Stock for shares of Rapid Link Common Stock in the amount set forth herein.  All holders of Blackbird options, warrants and convertible debt, if any, desire to exchange all of their Blackbird securities for an equivalent type and number of Rapid Link equity securities; provided that no more than 520,000,000 Rapid Link shares shall be issued to Blackbird shareholders and reserved for issuance upon exercise or conversion of Rapid Link derivative securities granted upon exchange for such Blackbird securities, except as otherwise provided herein.  No additional shares will be issued.

C.           The respective Boards of Directors of Rapid Link and Blackbird have each approved and adopted this Agreement and the transactions contemplated hereby, all upon the terms and subject to the conditions set forth herein.

D.           Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the willingness of Blackbird and the Principal Blackbird Stockholders to enter into this Agreement, Blackbird and Rapid Link have entered into a management agreement  substantially in the form attached as Exhibit A hereto (the “Management Agreement”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties, intending legally to be bound, agree as follows:

Article 1.   Share Exchange

1.1   Definitions .  A list of defined terms is set forth in Schedule 1.1 attached hereto.

1.2   Basic Transaction .  On the terms and subject to the conditions set forth in this Agreement, at the Closing, Rapid Link shall acquire all of the issued and outstanding shares of Blackbird Capital Stock in exchange for the amount of shares of Rapid Link Common Stock described herein, and Blackbird will become a wholly-owned subsidiary of Rapid Link (the “Share Exchange”).

1.3   Exchange of Shares .

(a)   At the Closing, Rapid Link will cause to be issued and held for delivery to the Blackbird Shareholders or their designees, stock certificates representing an aggregate of 520,000,000 shares of Rapid Link Common Stock, representing 80% of the outstanding Rapid Link Common Stock giving effect to such issuance and the transactions contemplated hereby, (but excluding any outstanding Rapid Link equity securities issued to Blackbird’s directors, officers or Blackbird Stockholders or their Affiliates at or immediately prior to Closing in exchange for any Blackbird options, warrants and convertible debt, if any) in exchange for all of the issued and outstanding shares of Blackbird Capital Stock, which shares will be delivered to Rapid Link at the Closing.

(b)   The shares of Rapid Link Common Stock to be issued pursuant to paragraph (a) of this Section 1.3 will be authorized, but theretofore unissued, shares of Rapid Link Common Stock, and will be issued to the Blackbird Stockholders or as directed thereby as set forth in Schedule 1.3(b) hereto.

(c)   All shares of Rapid Link Common Stock to be issued pursuant hereto shall be deemed “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act, and the Blackbird Stockholders will represent in writing that they are acquiring such shares for investment purposes only and without the intent to make a further distribution of such shares.  All shares of Rapid Link Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.  Certificates representing the shares of Rapid Link Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF RAPID LINK.

1.4   Rights to Acquire Rapid Link Common Stock .

(a)   Subject to paragraph (c) below, on or prior to the Closing Date, Rapid Link shall use its commercially reasonable efforts to terminate and cancel all outstanding Derivative Securities including, without limitation, any such Derivative Securities or other derivatives held by any of the following: (i) the Principal Rapid Link Stockholders, (ii) all employees of Rapid Link and its subsidiaries, and (iii) any other lender of Rapid Link except for such equity securities set forth in Schedule 1.4 .   From and after the Closing Date, other than as expressly set forth in this Section 1.4, no holder of any Derivative Securities shall have any rights in respect thereof.

(b)   Rapid Link shall take all actions prior to or as of the Closing Date that are necessary to the effect that any plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of Rapid Link shall terminate as of the Closing Date. Rapid Link shall exercise commercially reasonable efforts to ensure that following the Closing Date no current or former employee, officer, director or consultant shall have any option to acquire any Rapid Link Common Stock or any other equity interest in Rapid Link under any plan, program or arrangement maintained by Rapid Link.

(c)   Notwithstanding the foregoing, the Derivative Securities listed on Schedule 1.4 shall remain outstanding subject to the respective terms and conditions of the instruments governing such Derivative Securities, as may be modified hereby.

1.5   Transfer of Certain Telenational Assets and Liabilities .  Simultaneously with the Closing, all assets of Telenational necessary to conduct the Core Business (the “Telenational Assets”) along with certain liabilities of Telenational shall be transferred to a wholly-owned Affiliate of Rapid Link.  Attached as Schedule 1.5 hereto, is a list of the Telenational Assets and the liabilities of Telenational (“Telenational Liabilities”) to be transferred at Closing.  As of Closing, the outstanding capital stock of Telenational shall be transferred from Rapid Link to Laurus or some other third party without recourse or liability to Rapid Link, and Telenational shall no longer be a subsidiary of Rapid Link.

1.6   Closing; Closing Deliveries .

(a)   Closing .  Unless this Agreement has been terminated pursuant to Section 7.1 hereof, the closing (the “Closing”) of the transactions herein contemplated shall occur at the offices of Carlton Fields, P.A., Miami, Florida (or at such other place as the parties may mutually agree).  The Closing shall occur as soon as possible after the conditions set forth in Articles 5 and 6 have been satisfied or waived but no later than March 31, 2010, on such date as the parties may mutually determine (the “Closing Date”).

(b)   Blackbird Closing Deliveries .  At the Closing, Blackbird shall deliver, or cause to be delivered, to Rapid Link the following items:

(i)   The Blackbird Stockholders will deliver to Rapid Link stock certificates or other documentation representing all of the issued and outstanding shares of Blackbird Capital Stock, duly endorsed, so as to make Rapid Link the holder thereof, along with a transmittal letter pursuant to which such Blackbird Stockholders represent that their shares of Blackbird Capital Stock are free and clear of all Encumbrances;

(ii)   A duly executed assumption agreement dated the Closing Date and in form and substance reasonably satisfactory to counsel to Rapid Link, as is reasonably necessary to transfer to Blackbird (or Rapid Link or an Affiliate thereof) all of Telenational’s obligations under the Telenational Liabilities; and

(iii)   The documents and instruments required to be delivered by Blackbird under Section 4.9 and Article 6 hereof.

(c)   Rapid Link’s Closing Deliveries .  At the Closing, Rapid Link shall deliver, or cause to be delivered, to Rapid Link the following items:

(i)   Rapid Link will deliver to, or at the direction of, the Blackbird Stockholders, in accordance with Schedule 1.3(b) hereof, stock certificates representing an aggregate 520,000,000 shares of Rapid Link Common Stock, which certificates will bear a standard restrictive legend in the form set forth in Section 1.3(c) above and which shares shall represent 80% of the outstanding Rapid Link Common Stock giving effect to the transactions contemplated hereby;

(ii)   A duly executed bill of sale and such other executed assignments, conveyance documents or certificates of title, each dated the Closing Date and in form and substance reasonably satisfactory to counsel to Blackbird, as are reasonably necessary to transfer to Blackbird (or Rapid Link or an Affiliate thereof) all of Telenational’s right, title and interest in, to and under the Telenational Assets;

(iii)   The documents and instruments required to be delivered by Rapid Link under Sections 4.8 and 4.9 and Article 5, below.

(d)   Further Assurances .  At the Closing, each of the parties hereto shall take, or cause to be taken, all such actions and deliver, or cause to be delivered, all such other documents, instruments, certificates and other items as may be required under this Agreement or otherwise, in order to perform or fulfill all covenants and agreements on its part to be performed at or prior to the Closing Date.

1.7   Taking of Necessary Action; Further Action .  Each of the parties shall use its respective commercially reasonable efforts to take all such action as may be necessary or appropriate in order to effectuate the Closing as promptly as possible. If, on or at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purposes of this Agreement, the parties shall take all such lawful and necessary action.

Article 2.   Representations and Warranties of Rapid Link .

Rapid Link makes the following representations and warranties to Blackbird and the Principal Blackbird Stockholders, which representations and warranties shall be true and correct as of the date hereof and as of the Closing Date, except as set forth on the Disclosure Schedule or the Rapid Link Reports:

2.1   Disclosure Schedules; Due Diligence Information .  Rapid Link has delivered to Blackbird a disclosure schedule, which includes the numbered schedules specifically referred to in this Article 2 (the “Disclosure Schedule”).  The information contained in the Disclosure Schedule is complete and accurate, except as would not have a Material Adverse Effect and all documents that are attached to or form a part of the Disclosure Schedule are complete and accurate copies of the genuine original documents they purport to represent.

2.2   Organization and Standing .  Each of Rapid Link and its Subsidiaries (that hold Telenational Assets) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has full corporate power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets and properties. Each of Rapid Link and its Subsidiaries (that hold Telenational Assets) is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for such failures to be so qualified, licensed or admitted and in good standing which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rapid Link or its Subsidiaries (that hold Telenational Assets).   Schedule 2.2 lists each of Rapid Link’s Subsidiaries (that hold Telenational Assets) and the current capital structure thereof. Rapid Link owns all of the outstanding capital stock of each of its Subsidiaries (that hold Telenational Assets) free and clear of any Encumbrances. Other than its Subsidiaries, Rapid Link does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. Rapid Link has previously delivered or made available to Blackbird complete and correct copies of the certificate of incorporation and bylaws (or other comparable charter documents) of Rapid Link and each of its Subsidiaries (that hold Telenational Assets), in each case as amended through the date of this Agreement.

2.3   Capitalization .

(a)   The authorized capital stock of Rapid Link consists of 175,000,000 shares of Rapid Link Common Stock, and 10,000,000 shares of preferred Stock, $.001 par value per share (“Rapid Link Preferred Stock”). As of the date hereof, (i) 74,647,667 shares of Rapid Link Common Stock are issued and outstanding and there will be no more than 130 million shares issued and outstanding immediately prior to Closing, (ii) 10,000,000 shares of Rapid Link Preferred Stock are issued and not outstanding, (iii) 12,022 shares of Rapid Link Common Stock were held by Rapid Link in its treasury, and (iv) the shares of Rapid Link Common Stock set forth in Schedule 1.4 (were reserved for issuance pursuant to and underlying outstanding Derivative Securities. Except as set forth above, no shares of capital stock or other securities of Rapid Link are issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights linked to the price of Rapid Link Common Stock. All outstanding shares of Rapid Link Common Stock are, and all such shares that may be issued prior to the Closing Date will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, Rapid Link’s certificate of incorporation, as amended, or current bylaws or any contract to which Rapid Link is a party or otherwise bound.

(b)   Schedule 2.3(b) sets forth a true and complete list of the currently outstanding Derivative Securities of Rapid Link together with the number of shares of Rapid Link Common Stock subject thereto and the exercise price thereof.  Except as set forth in Schedule 2.3(b) , there are no outstanding bonds, debentures, notes or other indebtedness of Rapid Link having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Rapid Link’s shareholders may vote prior to any conversion (“Voting Debt”). Except as set forth above or in Schedule 2.3(b) , as of the date of this Agreement, there are not any Derivative Securities of any kind to which Rapid Link thereof is a party or by which any of them is bound (i)  obligating Rapid Link to issue, grant, extend or enter into any such Derivative Security or (ii) that give any Person the right to receive any material economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Rapid Link capital stock. As of the date of this Agreement, there are not any outstanding contractual obligations of Rapid Link or any Subsidiary thereof to repurchase, redeem or otherwise acquire any shares of capital stock of Rapid Link or any Subsidiary thereof.

2.4   Binding Agreement .  Rapid Link has all requisite corporate power and authority to enter into this Agreement, to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Subject to receipt of the approval of the stockholders of Rapid Link, the execution and delivery of this Agreement by Rapid Link and the consummation by Rapid Link of its obligations hereunder have been duly and validly authorized by all necessary corporate and stockholder action on the part of Rapid Link and no other corporate proceedings are necessary to authorize the execution, delivery and performance of this Agreement by Rapid Link and the consummation by Rapid Link of the transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of Rapid Link and, assuming the due authorization, execution and delivery by Blackbird, constitutes a legal, valid and binding obligation of Rapid Link enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium and insolvency Laws and by other Laws affecting creditors generally and except as may be limited by the availability of equitable remedies.  As of the Closing Date, each of the agreements, instruments and other documents to be executed and delivered by Rapid Link hereunder to Blackbird at the Closing (collectively, the “Transaction Documents”) will have been duly and validly executed and delivered by Rapid Link and will be enforceable against Rapid Link in accordance with their terms except as may be limited by bankruptcy, moratorium and insolvency Laws and by other Laws affecting creditors generally and except as may be limited by the availability of equitable remedies.

2.5   Absence of Violations; Required Consents .  Except for the Rapid Link Required Consents, the execution, delivery and performance by Rapid Link of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) violate or result in the breach or default of any provision of certificates of incorporation, bylaws or other charter or corporate governance documents of Rapid Link thereof, (b) violate any Law or Governmental Order applicable to Rapid Link, properties or assets, (c) require any consent, approval, authorization or other order of, action by, registration or filing with or declaration or notification to any Governmental Authority or any other Person or (d) except as would not have a Material Adverse Effect, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of notice, termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any properties of Rapid Link or any Telenational Assets, or result in the imposition or acceleration of any payment, time of payment, vesting or increase in the amount of compensation or benefit payable, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which any of Rapid Link or Subsidiaries holding any Telenational Assets is a party or by which its assets are bound.  Except for Rapid Link Required Consents or as otherwise provided in Schedule 2.5 , Rapid Link does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the parties to consummate the transactions contemplated by this Agreement.  A true and complete list of all third-party (including, without limitation, FCC, SEC, other Governmental Authority, stockholder, lenders, lessors, licensees, licensors, distributors and vendors) filings, notifications, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement by Rapid Link and the consummation of the transactions contemplated hereby and the failure to obtain such filings, notifications, consents, licenses, permits, waivers, approvals, authorizations or orders would have a Material Adverse Effect, is set forth on Schedule 2.5 attached hereto (the “Rapid Link Required Consents”).

2.6   Reports and Financial Statements .

(a)   Rapid Link  has, in a timely manner, filed all forms, notifications, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) that were required to be filed by Rapid Link or any Subsidiary (with respect to the Core Business) with any applicable Governmental Entity, including, without limitation, the FCC, state telecommunications regulatory authorities and the SEC, since January 1, 2009 (as such documents have since the time of their filing been amended or supplemented, the “Rapid Link Reports”), which are all of the documents (other than preliminary material) that Rapid Link or any Subsidiary (with respect to the Core Business) was required to file with any applicable Governmental Entity since such date. As of their respective dates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Rapid Link Reports filed before the date of this Agreement), each of Rapid Link Reports complied, as to form and substance, in all material respects with Legal Requirements. To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of any Governmental Authority with respect to any of the Rapid Link Reports or Rapid Link’s operations, generally that failure to resolve would have a Material Adverse Effect.

(b)   Rapid Link has made available to Blackbird all registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC since January 1, 2008 that are not publicly available through the SEC’s EDGAR database. As of their respective dates, each of Rapid Link Reports, (i) complied, as to form and substance, in all material respects with Legal Requirements, including without limitation, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports or Rapid Link’s operations, generally.  

(c)   Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes and schedules, if any, thereto) included in the SEC Reports (the “Rapid Link Financial Statements”): (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and (iii) fairly presented, in all material respects the consolidated financial position of Rapid Link as at the respective dates thereof and the consolidated results of its operations, stockholders’ equity and cash flows for the respective periods indicated (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments, as permitted by GAAP and the applicable rules and regulations promulgated by the SEC). The balance sheet of Rapid Link contained in the SEC Reports as of July 31, 2009, is hereinafter referred to as the “Rapid Link Balance Sheet.” Rapid Link is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(d)   Rapid Link has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to Rapid Link required to be disclosed by Rapid Link in the SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Rapid Link’s principal executive officer and principal financial officer, or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of Rapid Link required by Section 302 of the Sarbanes-Oxley Act of 2002 (“SOX”) with respect to such reports. To Rapid Link’s Knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Rapid Link’s internal controls and procedures.

(e)   Rapid Link is in compliance in all material respects with (i) the applicable provisions of the SOX and (ii) the applicable listing and corporate governance rules and regulations of the OTC Bulletin Board.

(f)   Rapid Link’s books and records have been fully, properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

2.7   Information Supplied .  None of the information supplied or to be supplied by Rapid Link for inclusion or incorporation by reference in any documents required to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated hereunder, will, on the date of its filing, or, at the date it is first mailed to Rapid Link’s shareholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The documents required to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated hereunder will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Rapid Link with respect to statements made or incorporated by reference therein based on information supplied by Blackbird for inclusion or incorporation by reference therein.

2.8   Absence of Certain Changes .  Except as set forth in Schedule 2.8 , since July 31, 2009 to the date of this Agreement there has not been: (i) any Material Adverse Effect on Rapid Link, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Rapid Link’s or any of its Subsidiaries’ (that hold Telenational Assets) capital stock, or any repurchase for value or redemption by Rapid Link or any of its Subsidiaries (that hold Telenational Assets) of any of Rapid Link’s capital stock or any other securities of Rapid Link or its Subsidiaries (that hold Telenational Assets), (iii) any split, combination or reclassification of any of Rapid Link’s or any of its Subsidiaries’ (that hold Telenational Assets) capital stock, (iv) any granting by Rapid Link or any of its Subsidiaries (that hold Telenational Assets) of any material (whether individually or in the aggregate) increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice (other than to directors or officers of Rapid Link), or any payment by Rapid Link or any of its Subsidiaries (that hold Telenational Assets)of any material (whether individually or in the aggregate) bonus, except for bonuses made in the ordinary course of business consistent with past practice (other than to directors or officers of Rapid Link), or any granting by Rapid Link or any of its Subsidiaries (that hold Telenational Assets) of any material (whether individually or in the aggregate) increase in severance or termination pay or any entry by Rapid Link or any of its Subsidiaries (that hold Telenational Assets) into any material (whether individually or in the aggregate) employment, severance, termination or indemnification agreement, (v) entry by Rapid Link or any of its Subsidiaries (that hold Telenational Assets) into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property, other than non-exclusive license, supply and distribution agreements entered into in the ordinary course of business consistent with past practice, (vi) any material (whether individually or in the aggregate) amendment or consent with respect to any Material Contract in effect since the date of Rapid Link Balance Sheet, (vii) any material change by Rapid Link in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) any amendment to the certificate of incorporation or bylaws of Rapid Link not consistent herewith.

2.9   No Undisclosed Liabilities; Conversion of Subordinated Debt .  Except as set forth on Schedule 2.9 and the Rapid Link Reports, Rapid Link has no Liabilities (whether accrued, absolute, contingent or otherwise), except for (i) liabilities set forth or reserved against or disclosed in the Rapid Link Financial Statements or the notes thereto, (ii) liabilities disclosed in this Agreement or the Disclosure Schedules hereto, and (iii) liabilities incurred in the ordinary course of business since July 31, 2009.

2.10   Disposition of Assets .  As of immediately prior to the Closing, Rapid Link will have disposed of its CLEC business, its One Ring Networks, Inc. (“One Ring”) business, and its fixed wireless broadband Internet access business (the last of which is based in Northern California).  As of the Closing, One Ring will no longer be a Subsidiary of Rapid Link.

2.11   Taxes .

(a)   Except as set forth in Schedule 2.11 , Rapid Link and each of its Subsidiaries that hold the Telenational Assets have filed all Tax Returns required to be filed by any of them and have paid, or have adequately reserved (in accordance with GAAP) for the payment of, all Taxes required to be paid, and the most recent Rapid Link Financial Statements contained in the SEC Reports reflect an adequate reserve (in accordance with GAAP) for all Taxes payable by Rapid Link and its Subsidiaries (that hold Telenational Assets) through the date of such financial statements. No material deficiencies for any Taxes have been asserted or assessed, or to the Knowledge of Rapid Link, proposed, against Rapid Link or any of its Subsidiaries (that hold Telenational Assets) that are not subject to adequate reserves (in accordance with GAAP), nor has Rapid Link or any of its Subsidiaries (that hold Telenational Assets) executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax.

(b)   Rapid Link and each of its Subsidiaries that hold the Telenational Assets have timely paid or withheld with respect to their employees (and paid over any amounts withheld to the appropriate taxing authority) all federal, state, provincial and foreign income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other similar Taxes required to be paid or withheld.

(c)   No tax audit or other examination of any material Tax Return of Rapid Link or any of its Subsidiaries that hold the Telenational Assets is presently in progress, nor has Rapid Link or any of its Subsidiaries been notified of any request for such an audit or other examination.

(d)   Rapid Link has made available to Blackbird or its legal counsel, copies of all material Tax Returns for Rapid Link and each of its Subsidiaries that hold the Telenational Assets for all years for which the applicable statute of limitations has not expired.

2.12   Title to Assets; Related Matters .

(a)   Schedule 2.12(a) sets forth a list of all material real property leases to which Rapid Link or any of its Subsidiaries that hold Telenational Assets (to the extent such leases are related to the Core Business) is a party or by which any of them is bound (each, a “Rapid Link Lease”). No party has a right to occupy any of the premises subject to a Rapid Link Lease except for Rapid Link or its Subsidiaries that hold Telenational Assets. Rapid Link has made available to Blackbird a true and complete copy of each Rapid Link Lease.

(b)   Except as set forth in Schedule 2.12(b) , neither Rapid Link nor any Subsidiary that hold Telenational Assets thereof owns any real property.

(c)   Rapid Link and each of its Subsidiaries that hold the Telenational Assets has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in the Core Business and the business associated with the Telenational Assets, free and clear of any Encumbrances except for (i) liens imposed by law in respect of obligations not yet due which are owed in respect of Taxes or (ii) liens which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.

2.13   Intellectual Property .

(a)   To Rapid Link’s Knowledge, Rapid Link and its Subsidiaries that hold Telenational Assets own or possess or have the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all patents, copyrights, trademarks, and trade secrets (“Intellectual Property”) necessary for the operation of the Core Business and the business associated with the Telenational Assets as presently conducted except where the failure to hold such permission would not have a Material Adverse Effect on the Telenational Assets (“Rapid Link Intellectual Property”). Each item of Rapid Link Intellectual Property owned or used by Rapid Link or any of its Subsidiaries that hold Telenational Assets immediately prior to the Closing will be owned or available for use by Rapid Link on identical terms and conditions immediately subsequent to the Closing hereunder, and at no additional cost to Rapid Link or Blackbird.

(b)   Except as set forth in Schedule 2.13(b) , to Rapid Link’s Knowledge, neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and no director or officer (or employee with responsibility for Intellectual Property matters) of Rapid Link or any of its Subsidiaries that hold Telenational Assets has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Rapid Link or any of its Subsidiaries that hold Telenational Assets must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Rapid Link, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Rapid Link or any of its Subsidiaries that hold Telenational Assets.

(c)   Schedule 2.13(c) lists all trademarks, patent and/or other registrations of any of its Intellectual Property used in connection with and material to the Telenational Assets.  There are no pending trademark, patent and/or other application for registration that Rapid Link or any of its Subsidiaries that hold Telenational Assets has made with respect to any of its Rapid Link Intellectual Property.  Neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets has granted any license, sublicense, agreement, or other permission with respect to any of its Rapid Link Intellectual Property. Schedule 2.13(c) identifies each unregistered trademark, service mark, trade name, corporate name or Internet domain name, computer software item (other than commercially available off-the-shelf software purchased or licensed for less than a total cost of $1,000 in the aggregate) and each material unregistered copyright used by Rapid Link or any of its Subsidiaries in connection with the Telenational Assets.  Rapid Link and its Subsidiaries that hold Telenational Assets own and possess all right, title, and interest in and to each such item of Intellectual Property, free and clear of any Encumbrance, license, or other restriction or limitation regarding use or disclosure, other than licensed Intellectual Property for which Rapid Link holds a license as set forth in subsection (d) below.

(d)   Schedule 2.13(d) identifies each item of Intellectual Property that any third party owns and that Rapid Link or any of its Subsidiaries that hold Telenational Assets uses pursuant to license, sublicense, agreement, or permission in connection with the Telenational Assets other than shrink-wrap software license. Rapid Link has made available to Blackbird correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date).

(e)   To the Knowledge of Rapid Link or its Subsidiaries: (A) neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its business as presently conducted; and (B) no written notices regarding any of the foregoing (including, without limitation, any demands or offers to license any Intellectual Property from any third party) have been received.

(f)   To the Knowledge of Rapid Link, Rapid Link and its Subsidiaries that hold Telenational Assets have complied with and are presently in compliance with all Laws applicable to any Intellectual Property except where such failure to comply would not cause a Material Adverse Effect to Rapid Link and its Subsidiaries that hold Telenational Assets.

2.14   Employee and Labor Relations .

(a)   Neither Rapid Link nor any of its Subsidiaries that hold the Telenational Assets is a party to, participant in, or bound by, any employment, bonus, deferred compensation, insurance, pension, profit sharing or similar personnel arrangement, any equity purchase, option or other equity plans or programs or any employee termination or severance arrangement.  The employment by Rapid Link or any of its Subsidiaries that hold the Telenational Assets of any Person (whether or not there is a written employment agreement) may be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation and sick pay.  There are no active, pending or, to Rapid Link’s Knowledge, threatened administrative, judicial, grievance or arbitration proceedings under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the National Labor Relations Act or any other foreign, federal, state or local law (including common law), ordinance or regulation relating to employees of Rapid Link or any Subsidiary that hold the Telenational Assets thereof.

(b)   Rapid Link has been exempt from, or has complied with, all applicable provisions of the WARN Act and the regulations thereunder in connection with all past reductions in work force relating to the Business.

(c)   There are no labor organizations recognized as representing any of the directors, officers, employees, independent contractors or agents of Rapid Link or any Subsidiary that hold the Telenational Assets thereof and (i) neither Rapid Link nor any Subsidiary that hold the Telenational Assets thereof is a party to any collective bargaining agreement or other labor union contract, (ii) there are no strikes, slowdowns, picketing, lockouts or work stoppages pending or threatened between Rapid Link or any Subsidiary that hold the Telenational Assets thereof and any of their respective employees, and neither Rapid Link nor any Subsidiary that hold the Telenational Assets thereof has experienced any such strike, slowdown, or work stoppage within the past two years, (iii) to Rapid Link’s Knowledge, there are no unfair labor practice complaints or employee disputes pending against Rapid Link or any Subsidiary that hold the Telenational Assets thereof before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees Rapid Link or any Subsidiary that hold the Telenational Assets thereof, and (iv), to Rapid Link’s Knowledge, Rapid Link is in compliance in all material respects with its obligations under all Laws and Governmental Orders governing its employment practices, including, without limitation, provisions relating to wages, hours and equal opportunity.

2.15   Employee Benefits .  Rapid Link has made available true, accurate and complete copies of all Employee Benefit Plans applicable to any employee of Rapid Link or any Subsidiary that hold Telenational Assets thereof.  Except as set forth in Schedule 2.15 , to Rapid Link’s Knowledge, all such Employee Benefit Plans are in compliance with the terms of the applicable plan and the requirements prescribed by applicable Laws currently in effect with respect thereto, and Rapid Link has performed in all material respects all obligations required to be performed by it thereunder. To Rapid Link’s Knowledge, neither Rapid Link nor any Subsidiary that holds the Telenational Assets thereof has incurred and no event, transaction or condition has occurred or exists which could result in the occurrence of, any liability to the Pension Benefit Guaranty Corporation or any “withdrawal liability” within the meaning of Section 4201 of ERISA, or any other liability pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code relating to employee benefit plans, in any such case relating to any Employee Benefit Plan or any pension plan maintained by any company that would be treated as a single employer with Rapid Link under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”).  Except as set forth in Schedule 2.15 , Rapid Link does not have in effect an Employee Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code. The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or officer of Rapid Link or any ERISA Affiliate to severance pay, unemployment compensation or other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. There are no pending, or, to the Knowledge of Rapid Link, threatened or anticipated claims by or on behalf of any Employee Benefit Plan, by any employee or beneficiary covered under any such plan, or otherwise involving any such plan (other than routine claims for benefits). Except as set forth in Schedule 2.15 , Rapid Link does not contribute in any multiemployer plan (within the meaning of Section 3(37) of ERISA) for the benefit of any of its directors, officers, employees, independent contractors or agents. All contributions that are due on or before the Closing Date to any Employee Benefit Plans, including without limitation salary reduction contributions and matching contributions, will have been fully contributed as of the Closing Date (to the extent such accrual is required under GAAP). Neither Rapid Link nor any Subsidiary that hold Telenational Assets thereof has any established pension or deferred profit sharing plans.

2.16   Litigation . Except as set forth on Schedule 2.16 , as of the date hereof: (i) there are no Actions against Rapid Link or any Subsidiary that holds the Telenational Assets thereof pending or, to the Knowledge of Rapid Link, threatened to be brought against Rapid Link, any of its Subsidiaries that hold the Telenational Assets or the Core Business which, if adversely determined, would have a Material Adverse Effect, (ii) neither Rapid Link nor any Subsidiary that hold the Telenational Assets thereof are subject to any Governmental Order (nor, to the Knowledge of Rapid Link, are there any such Governmental Orders threatened to be imposed by any Governmental Authority), in each case with respect to Rapid Link, any Subsidiary that hold the Telenational Assets thereof or the Core Business, and (iii) there is no Action pending or, to the Knowledge of Rapid Link, threatened to be brought that seeks to question, delay or prevent the consummation of the transactions contemplated hereby.   Schedule 2.16 lists the following for the period from January 1, 2006 to the present (and, in the case of clause (z), any other matter referred to therein which is currently in effect) which have a Material Adverse Effect: (x) all fines (civil and criminal), penalties imposed by any Governmental Authority (other than short or long-term disability or medical claims) on Rapid Link or any Subsidiary (that hold Telenational Assets) thereof with respect to the Business, (y) actions, administrative or arbitration proceedings with respect to the Business requiring a payment by Rapid Link or any Subsidiary that hold Telenational Assets thereof in excess of $10,000 (other than short or long-term disability claims) and (z) any final order, writ, judgment, injunction, decree, determination or other award of any court or any Governmental Authority which are related to Rapid Link, any Subsidiary (that hold Telenational Assets) thereof, the Business or the Telenational Assets.

2.17   Material Contracts .   Schedule 2.17 sets forth all Material Contracts as of the date hereof. Each Material Contract that is intended to be binding upon the parties thereto is legal, valid and binding on the parties thereto and enforceable in accordance with the terms thereof.  Except as set forth in Schedule 2.17 , Rapid Link or its applicable Subsidiary that hold Telenational Assets have performed their obligations under each such Material Contract and Rapid Link or its Subsidiary that hold Telenational Assets are not in default under any Material Contract, except for defaults, breaches or noncompliance that could not reasonably be expected to have a Material Adverse Effect.  To the Knowledge of Rapid Link, no other party to any of the Material Contracts has breached or is in default under any Material Contract.  Rapid Link has made available to Blackbird true, correct and complete copies of each Material Contract and all amendments thereto and documentation or correspondence modifying the terms thereof.

2.18   Permits and Licenses; Compliance with Law .

(a)   To Rapid Link’s Knowledge, Rapid Link and each Subsidiary (that holds the Telenational Assets) thereof currently hold all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, environmental permits, necessary to conduct the Core Business (collectively, “Permits”) except where the failure to hold such Permit would not have a Material Adverse Effect.  To Rapid Link’s Knowledge, each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation.  Without limiting the generality of the foregoing: (i) neither Rapid Link nor any Subsidiary (that holds the Telenational Assets) thereof has received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) to Rapid Link’s Knowledge, Rapid Link and each Subsidiary (that holds the Telenational Assets) thereof are in compliance with the requirements of all Permits, except for any non compliance that could not reasonably be expected to have a Material Adverse Effect.  Subject to the receipt of the approvals identified on Schedule 2.18(a) , the consummation of the transactions contemplated hereby (including, without limitation, the sale of the Telenational Assets hereunder) will not result in a default under or the termination of any such Permit.

(b)   To Rapid Link’s Knowledge, (i) Rapid Link and each Subsidiary (that holds the Telenational Assets) are in compliance with all Laws and Governmental Orders applicable to the Core Business where the failure of which would not have a Material Adverse Effect, and (ii) neither Rapid Link nor any Subsidiary (that holds Telenational Assets) has been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Business except for such violations which would not have a Material Adverse Effect.

(c)   Neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets, nor to the Knowledge of Rapid Link, any officer, director, agent, employee or other Person associated with or acting on their behalf, has, directly or indirectly, materially violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and to the Knowledge of Rapid Link, none of them has used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. Rapid Link has established reasonable internal controls and procedures designed to ensure compliance with the FCPA.

2.19   Transactions with Affiliates .  Except as set forth in the SEC Reports, since the date of Rapid Link’s last proxy statement filed with the SEC, no event has occurred as of the date hereof that would be required to be reported by Rapid Link pursuant to Item 404 of Regulation S-K promulgated by the SEC.

2.20   Environmental Matters . Except as would not reasonably be expected to be material to Rapid Link and its Subsidiaries that hold Telenational Assets, taken as a whole:

(a)   Neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets has disposed of, transported, stored, sold, used, released, generated, exposed its Employees or others to, or distributed, manufactured, sold, transported or disposed of any product containing a Hazardous Material in violation of any Laws which prohibit, regulate or control Hazardous Materials.

(b)   No action or proceeding is pending or, to Rapid Link’s Knowledge, threatened against Rapid Link or any of its Subsidiaries that hold Telenational Assets arising out of Laws relating to Hazardous Materials.

(c)   Neither Rapid Link nor any of its Subsidiaries that hold Telenational Assets has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of any Laws relating to Hazardous Materials.

2.21   Insurance .  The insurance policies covering Rapid Link, its Subsidiaries that hold Telenational Assets or any of their respective employees, properties or assets, including policies of life, property, fire, workers’ compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance are set forth in Schedule 2.21 . All such insurance policies are in full force and effect, no notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder, except for such defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Rapid Link or any of its Subsidiaries that hold Telenational Assets. There is no material claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies and there has been no threatened termination of, or material premium increase with respect to, any such policies.

2.22   Board Approval .  The Board of Directors of Rapid Link has, by resolutions duly adopted by vote at a meeting (or by unanimous written consent) of directors duly called and held and not subsequently rescinded or modified in any way prior to the date hereof (i) determined that the transactions contemplated hereby are fair to, and in the best interests of, Rapid Link and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) if the shareholder approval of the Share Exchange is necessary under applicable law, unanimously recommended that the shareholders of Rapid Link approve and adopt this Agreement and the transactions contemplated hereby.

2.23   Customers and Suppliers .

(a)   On the Closing Date, Rapid Link will provide a list to Blackbird of all Material Customers as of the Closing Date.

(b)   Neither Rapid Link nor any Subsidiary (that holds the Telenational Assets) thereof has not received any written notice that any Material Customer (i) has ceased, or will cease, to use Rapid Link’s or such Subsidiary (that holds the Telenational Assets)’s services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of Rapid Link or any Subsidiary (that holds the Telenational Assets) (with respect to the Core Business) thereof, or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of Rapid Link or any Subsidiary (with respect to the Core Business) thereof, including in each case after the consummation of the transactions contem­plated hereby and, in all cases, except where such cessation or reduction could not reasonably be expected to have a Material Adverse Effect.  To the Knowledge of Rapid Link, no Material Customer has otherwise threatened in writing to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

(c)   Neither Rapid Link nor any Subsidiary (that holds the Telenational Assets) thereof ha