Page

ARTICLE 1

THE MERGER

2

1.1

Surviving Entity; Effective Time

2

1.2

Certificate of Incorporation and Bylaws

2

1.3

Directors and Officers

2

1.4

Conversion of Redpoint Securities into Common Stock of Robcor

3

1.5

Common Stock of Robcor To Be Issued at Closing of Equity Financing

4

1.6

Fractional Shares

4

1.7

Stock Certificates

4

1.8

Cancellation of Currently Outstanding Robcor Common Stock

5

1.9

Assumption by Robcor of Redpoint Equity Plans

5

1.10

Closing

5

1.11

Press Releases

6

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF REDPOINT

6

2.1

Organization

6

2.2

Capitalization

6

2.3

Certain Corporate Matters

6

2.4

Authorization

6

2.5

Consents and Approvals; No Violations

7

2.6

Financial Statements

7

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ROBCOR, MERGER SUB AND THE ROBCOR STOCKHOLDERS

8

3.1

Organization

8

3.2

Capitalization

8

3.3

Certain Corporate Matters

8

3.4

Authorization

9

3.5

Consents and Approvals; No Violations

10

3.6

SEC Documents

10

3.7

Financial Statements

11

3.8

Events Subsequent to Financial Statements

11

3.9

Undisclosed Liabilities

12

Page

3.10

Tax Matters

12

3.11

Real Property

14

3.12

Books and Records

14

3.13

Questionable Payments

14

3.14

Environmental Matters

14

3.15

Intellectual Property

15

3.16

Insurance

15

3.17

Contracts

15

3.18

Litigation

16

3.19

Employees

16

3.20

Employee Benefit Plans

16

3.21

Legal Compliance

16

3.22

Subsidiaries

16

3.23

Control; Plans and Intentions; Etc

17

3.24

Certain Transactions

17

3.25

Internal Accounting Controls

17

3.26

Brokers Fees

17

3.27

Registration Rights

17

3.28

Listing and Maintenance Requirements

18

3.29

Integration

18

3.30

No Disagreements with Accountants and Lawyers

18

3.31

Criminal Proceedings

18

3.32

Disclosure

19

ARTICLE 4

COVENANTS AND AGREEMENTS OF THE PARTIES EFFECTIVE PRIOR TO CLOSING

19

4.1

Corporate Examinations and Investigations

19

4.2

Cooperation; Consents

19

4.3

Conduct of Business

19

4.4

Litigation

20

4.5

Notice of Default

20

Page

4.6

Continuation of Insurance Coverage

20

4.7

Prohibited Actions

20

4.8

Publicity

21

4.9

Business Continuation

22

4.10

Assistance with 8-K Filing and Other Subsequent Filings

22

ARTICLE 5

CONDITIONS TO CLOSING AND POST-CLOSING COVENANTS

22

5.1

Conditions to Obligations of Redpoint

22

5.2

Conditions to Obligations of Robcor, Merger Sub and the Robcor Stockholders

24

5.3

Spinoff

24

ARTICLE 6

TERMINATION; AMENDMENT; WAIVER

24

6.1

Termination by Mutual Agreement

24

6.2

Termination by either Robcor or Redpoint

24

6.3

Termination by Redpoint

25

6.4

Termination by Robcor

25

6.5

Effect of Termination and Abandonment

25

ARTICLE 7

INDEMNIFICATION

26

7.1

Survival of Warranties

26

7.2

Indemnification

26

7.3

No Liability for Stockholders

27

7.4

Indemnification by Heitz and Robcor, LLC

28

ARTICLE 8

DEFINITIONS