Exhibit
10.1


AGREEMENT
AND PLAN OF MERGER


BY AND
AMONG


REDPOINT BIO CORPORATION,


A
DELAWARE CORPORATION,


ON THE
ONE HAND,


AND


ROBCOR PROPERTIES, INC.,


A FLORIDA
CORPORATION,


ROBCOR ACQUISITION CORP.,


A
DELAWARE CORPORATION,


ROBCOR, LLC,


A
KENTUCKY LIMITED LIABILITY COMPANY,


AND


HALTER FINANCIAL INVESTMENTS,
L.P.,


A TEXAS LIMITED PARTNERSHIP,


AND


MICHAEL HEITZ,


AN INDIVIDUAL,


AS
STOCKHOLDERS OF ROBCOR PROPERTIES, INC.,


ON THE
OTHER HAND


DATED AS
OF MARCH 12, 2007


















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  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

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  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

  	
   

  	
  Broker’s 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

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
  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

  	
   

  	
  28

  
	
  8.1

  	
   

  	
  Definitions

  	
   

  	
  28

  
	
  8.2

  	
   

  	
  Other Defined Terms

  	
   

  	
  30

  
	
  ARTICLE 9

  	
   

  	
  GENERAL
  PROVISIONS

  	
   

  	
  32

  
	
  9.1

  	
   

  	
  Notices

  	
   

  	
  32

  
	
  9.2

  	
   

  	
  Interpretation

  	
   

  	
  33

  
	
  9.3

  	
   

  	
  Severability

  	
   

  	
  33

  
	
  9.4

  	
   

  	
  Miscellaneous

  	
   

  	
  33

  
	
  9.5

  	
   

  	
  Separate Counsel

  	
   

  	
  33

  



 



 iii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.6

  	
   

  	
  Governing Law; Venue

  	
   

  	
  33

  
	
  9.7

  	
   

  	
  Counterparts and Facsimile Signatures

  	
   

  	
  33

  
	
  9.8

  	
   

  	
  Amendment

  	
   

  	
  33

  
	
  9.9

  	
   

  	
  No Third Party Beneficiaries

  	
   

  	
  33

  
	
  9.10

  	
   

  	
  Waiver

  	
   

  	
  34

  
	
  9.11

  	
   

  	
  Expenses

  	
   

  	
  34

  
	
  9.12

  	
   

  	
  Schedules

  	
   

  	
  34

  
	
  9.13

  	
   

  	
  Construction

  	
   

  	
  34

  
	
  9.14

  	
   

  	
  Incorporation of Exhibits and Schedules

  	
   

  	
  34

  
	
  9.15

  	
   

  	
  Titles

  	
   

  	
  34

  
	
  9.16

  	
   

  	
  Tax Treatment of Merger

  	
   

  	
  34

  



 


Exhibits and Schedules


Disclosure Schedules to the Agreement and Plan of
Merger


	
  Schedule A

  	
  Exchange of Securities

  
	
   

  	
   

  
	
  Schedule B

  	
  Robcor Common Stock To Be Issued at Closing of
  Equity Financing

  
	
   

  	
   

  
	
  Exhibit A

  	
  Certificate of Merger

  
	
   

  	
   

  
	
  Exhibit B

  	
  Certificate of Incorporation of Surviving
  Corporation

  
	
   

  	
   

  
	
  Exhibit C

  	
  Bylaws of Surviving Corporation

  



 



 iv















THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”)
is dated as of March  12, 2007, by and among Redpoint Bio Corporation, a
Delaware corporation (“Redpoint”), on the one hand, and Robcor
Properties, Inc., a publicly traded Florida corporation (“Robcor”), Robcor
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Robcor
(“Merger Sub”), Robcor, LLC, a Kentucky limited liability company and
wholly-owned subsidiary of Robcor (“Robcor, LLC”) and Halter Financial
Investments, L.P., a Texas limited partnership (“Halter”), and Michael
Heitz (“Heitz”), as stockholders of Robcor (Heitz and Halter are
referred to herein, collectively, as the “Robcor Stockholders”), on the
other hand.


RECITALS


WHEREAS, Robcor, Merger Sub and
Redpoint have each determined to engage in the transactions contemplated hereby
(collectively, the “Merger”) pursuant to which Merger Sub will merge
with and into Redpoint, with Redpoint being the surviving corporation, and the
outstanding shares of capital stock, convertible notes and certain warrants to
purchase capital stock of Redpoint shall be converted into shares of Robcor’s
common stock in accordance with the Delaware General Corporation Law (the “DGCL”)
on the terms and conditions as set forth in this Agreement;


WHEREAS, the respective boards
of directors of Redpoint, Robcor and Merger Sub have each approved this
Agreement and the Merger;


WHEREAS, Robcor, as the sole
stockholder of Merger Sub, shall approve this Agreement and the Merger prior to
the Closing; and


WHEREAS, a requisite percentage
of the Redpoint stockholders shall approve this Agreement and the Merger prior
to the Closing;


WHEREAS, Redpoint and Robcor
intend to complete the Equity Financing contemporaneously with the Closing; and


WHEREAS, the parties intend that
this Agreement constitutes a plan of reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations promulgated thereunder.


AGREEMENT


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein and in reliance upon
the representations and warranties hereinafter set forth, the parties hereto
hereby agree as follows:



 1
 









ARTICLE 1



THE MERGER


1.1                                 Surviving
Entity; Effective Time.


(a)                                  At
the Closing, subject to the terms and conditions of this Agreement, Merger Sub
shall be merged with and into Redpoint in accordance with the relevant sections
of the DGCL, whereupon the separate existence of Merger Sub shall cease, and
Redpoint shall be the surviving corporation (“Surviving Corporation”)
and shall take the name “Redpoint Bio Corporation” (the “Effective Time”).  It is intended by the parties hereto that the
Merger shall constitute a reorganization within the meaning of Section 368(a)
of the Code and the parties hereto hereby adopt this Agreement as a “plan of
reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.


(b)                                 Simultaneously
with the Closing, a Certificate of Merger (the “Merger Certificate”), substantially
in the form of Exhibit A attached hereto, shall be filed with the
Secretary of State of the State of Delaware in accordance with the DGCL.  From and after the Effective Time, Redpoint
shall possess all the rights, privileges, powers and franchises and be subject
to all of the restrictions, disabilities and duties of both Redpoint and Merger
Sub, as provided under the DGCL.


1.2                                 Certificate
of Incorporation and Bylaws.  The
Certificate of Incorporation and Bylaws of Redpoint, attached hereto as Exhibit
B and Exhibit C, respectively, shall be the Certificate of
Incorporation and Bylaws, respectively, of the Surviving Corporation from and
after the Effective Time, until thereafter amended in accordance with
applicable law.


1.3                                 Directors
and Officers.


(a)                                  Surviving
Corporation.  From and after the
Effective Time, until their successors are duly elected or appointed and
qualified, the directors and officers of the Surviving Corporation shall be the
directors and officers of Redpoint in office immediately prior to the Effective
Time.


(b)                                 Robcor.  At the Effective Time, all officers of Robcor
shall resign effective immediately, including Heitz who shall resign as
Executive Vice President of Robcor and Timothy P. Halter who shall resign as
Chief Executive Officer, President, Chief Financial Officer and Secretary of
Robcor and any other office they each may hold. 
Upon the resignations of Heitz and Timothy P. Halter as officers of
Robcor, subject to the Bylaws of Robcor and the Florida BCA, the officers of Redpoint
in office immediately prior to the Effective Time shall be appointed as
officers of Robcor and shall serve as the officers of Robcor until their
successors are duly elected or appointed and qualified.  At the Effective Time, Timothy P. Halter, as
the sole director of Robcor, shall appoint F. Raymond Salemme, Ph.D. as a
director of Robcor and as the Chief Executive Officer of Robcor and F. Raymond
Salemme, Ph.D. shall serve as a director and Chief Executive Officer of Robcor
until his successor is duly elected or appointed and qualified.  Scott Horvitz shall be appointed Chief
Financial Officer, Treasurer and Secretary of Robcor at the Effective
Time.  In addition, from and after the
Effective Time, Timothy P. Halter shall resign as a director, which shall
become effective upon the tenth (10th) day following the mailing by Robcor to
the Robcor stockholders of an information statement that complies with the
requirements of Rule 14f-1 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). 
Upon the resignation of Timothy P. Halter as a director, subject to the
Bylaws of Robcor and the Florida BCA, the directors of Redpoint in office
immediately



 2
 









prior to the Effective Time shall be appointed to the
Board of Directors of Robcor and shall serve as the directors of Robcor until
their successors are duly elected or appointed and qualified.


1.4                                 Conversion
of Redpoint Securities into Common Stock of Robcor.  The following provisions provide for the
conversion of outstanding securities of Redpoint into shares of Robcor Common
Stock in connection with the Merger.  The
shares of Robcor Common Stock to be issued to the Redpoint stockholders
pursuant to this Section 1.4 shall be known as the “Robcor Shares”.  As of the Effective Time, by virtue of the
Merger, automatically and without any further action on the part of any holder
thereof:


(a)                                  Redpoint’s
Currently Outstanding Common Stock. 
All of the shares of Redpoint’s common stock, $.0001 par value per share
(the “Redpoint Common Stock”), outstanding as of the date hereof and
held by the stockholders of Redpoint as of the date hereof (as set forth on Schedule
A hereto), shall be extinguished and cancelled and automatically converted,
by virtue of the Merger and without any further action on the part of such
stockholders, into newly-issued Robcor Shares, in the amounts set forth on Schedule
A, and Robcor hereby agrees to issue such Robcor Shares as of the Closing
Date to such stockholders of Redpoint.


(b)                                 Redpoint’s
Currently Outstanding Preferred Stock. 
All of the shares of Redpoint’s Series A Preferred Stock, $.0001 par
value per share (“Series A Preferred Stock”), and Junior Preferred
Stock, $.0001 par value per share (“Junior Preferred Stock”)
(collectively, the “Redpoint Preferred Stock”), outstanding as of the
date hereof and held by the stockholders of Redpoint as of the date hereof,
including all accrued dividends through the Closing Date (as set forth on Schedule
A hereto), shall be extinguished and cancelled and automatically converted,
by virtue of the Merger and without any further action on the part of such
stockholders, into newly-issued Robcor Shares, in the amounts set forth on Schedule
A, and Robcor hereby agrees to issue such Robcor Shares as of the Closing
Date to such stockholders of Redpoint.


(c)                                  Redpoint’s
Currently Outstanding 5% Notes and Warrants issued to Holders of such Notes.  All of Redpoint’s 5% secured convertible
promissory notes (the “Redpoint 5% Notes”), outstanding as of the date
hereof and held by noteholders of Redpoint as of the date hereof, including all
accrued interest through the Closing Date (as set forth on Schedule A
hereto), shall be extinguished and cancelled and automatically converted, by
virtue of the Merger and without any further action on the part of such
noteholders, into newly-issued Robcor Shares, in the amounts set forth on Schedule
A, and Robcor hereby agrees to issue such Robcor Shares as of the Closing
Date to such noteholders of Redpoint. 
All warrants to purchase common stock issued to the holders of the
Redpoint 5% Notes shall be deemed exercised on a net basis for shares or
Redpoint Common Stock immediately prior to the Effective Time and such shares
of Redpoint Common Stock shall be converted in a manner consistent with Section
1.4(a).


(d)                                 Options
of Redpoint.  By virtue of the
Merger, each option to purchase shares of Redpoint Common Stock (“Redpoint
Options”) outstanding immediately prior to the Effective Time (all of which
are set forth in Schedule A), shall, in accordance with the terms of
such option and subject to the applicable requirements of sections 424 and 409A
of



 3
 









the Code and the regulations promulgated thereunder,
become an option exercisable or convertible into such number of shares of
Robcor Common Stock at an exercise or conversion price having the same net
economic value as prior to the Merger.


(e)                                  Warrants
of Redpoint.  By virtue of the
Merger, the remaining warrants to purchase shares of Redpoint Common Stock or
Redpoint Preferred Stock, as set forth on Schedule A, and not deemed
exercised under Section 1.4(c), (collectively, “Redpoint Warrants”)
outstanding immediately prior to the Effective Time (all of which are set forth
in Schedule A), shall, in accordance with the terms of such warrant,
become a warrant exercisable or convertible into shares of Robcor Common Stock
at an exercise or conversion price having the same net economic value as prior
to the Merger.


(f)                                    Capital
Stock of Robcor.  The completion of
the Merger will not affect or change the number of shares of Robcor’s capital
stock authorized in Robcor’s Articles of Incorporation and, except as otherwise
provided in this Agreement, will not affect or change the shares of Robcor
Common Stock which are outstanding as of the date of this Agreement; provided,
however, that Robcor shall not issue any additional shares of its capital
stock, or rights to purchase its capital stock, prior to the Merger, the
maximum number of shares of Common Stock which Robcor will have outstanding
immediately prior to the Merger will be 2,541,000 shares (before giving effect
to the cancellation of 1,150,000 shares of Robcor Common Stock pursuant to
Section 1.8), Robcor will have, immediately prior to the Merger, no options,
warrants or other rights to purchase its capital stock, and, except as provided
in this Agreement, Robcor will have no other class of capital stock outstanding
immediately prior to the Merger.


(g)                                 Capital
Stock of Redpoint.  Following the
Merger, Redpoint will become a wholly-owned subsidiary of Robcor.  At the Effective Time, Robcor shall be issued
1,000 shares of Redpoint Common Stock, constituting all of the issued and
outstanding capital stock of Redpoint.


1.5                                 Common
Stock of Robcor To Be Issued at Closing of Equity Financing.  Robcor hereby agrees to issue newly-issued shares
of Robcor Common Stock, in the amounts set forth on Schedule B in
accordance with instructions from Redpoint, to the investors in the Equity
Financing upon the initial close of the Equity Financing.


1.6                                 Fractional
Shares.  Fractional shares of Robcor Common
Stock shall not be issued in connection with the Robcor Shares, but any
fractional shares shall be rounded to the nearest whole share.  No cash shall be issued in lieu of any
fractional shares.


1.7                                 Stock
Certificates.


(a)                                  Upon
surrender to Robcor (or the transfer agent for its securities) of the
certificates representing the Redpoint Common Stock, Redpoint Preferred Stock,
Redpoint 5% Notes and Redpoint Warrants (collectively, the “Redpoint
Certificates”), the holders of such Redpoint Certificates shall each be
entitled to receive in exchange therefor one or more certificates representing
the number of shares of Robcor Common Stock or Robcor Warrants, as the case may
be, to which such holder is entitled pursuant to the provisions of Section 1.4
hereof and the schedules hereto.



 4
 









(b)                                 Each
Redpoint Certificate converted into Robcor Common Stock or Robcor Warrants,
respectively, shall by virtue of the Merger, and without any action on the part
of the holder thereof, cease to be outstanding, be cancelled and retired and
cease to exist.  Until surrendered as
contemplated by this Section 1.7, each holder of Redpoint Common Stock or
Redpoint Warrants, respectively, shall thereafter cease to possess any rights
with respect to such shares, except the right to receive upon such surrender
the number of shares of Robcor Common Stock or Robcor Warrants, respectively,
as provided by Section 1.4 hereof.


(c)                                  All
shares of Robcor Common Stock or Robcor Warrants, respectively, delivered to
the Redpoint stockholders in respect of the Redpoint Common Stock or Redpoint
Warrants, respectively, in accordance with the terms of this Agreement shall be
deemed to have been delivered in full satisfaction of all rights pertaining to
such shares of Redpoint Common Stock or Redpoint Warrants, respectively.  If, after the Effective Time, Redpoint
Certificates are presented for any reason, they shall be cancelled and
exchanged as provided in this Section 1.7.


1.8                                 Cancellation
of Currently Outstanding Robcor Common Stock.  At the Effective Time, Robcor and Heitz shall
cause Robcor to cancel and extinguish 1,150,000 shares of Robcor Common Stock
held by Heitz in exchange for the transfer to Heitz, simultaneous with the
Closing, of Robcor’s membership interest in Robcor, LLC held prior to the Closing
Date as described in Section 5.3.


1.9                                 Assumption
by Robcor of Redpoint Equity Plans. 
At the Effective Time, each Redpoint Option outstanding under Redpoint’s
Stock Option Plans, including but not limited to, Redpoint’s 2003 Stock
Incentive Plan, as amended, and the Redpoint 2007 Omnibus Equity Compensation
Plan (the “Plans”), whether vested or unvested, will be assumed by
Robcor, as well as the Plans themselves. 
Each such option so assumed by Robcor under this Agreement shall
continue to have, and be subject to, the same terms and conditions set forth in
the Plans and any other document governing such option immediately prior to the
Effective Time, and any restriction on the exercisability of such Redpoint
Option shall continue in full force and effect, and the term, exercisability,
vesting schedule, and other provisions of such Redpoint Option shall remain
unchanged.  Consistent with the terms of
the Plans and the documents governing the outstanding options under such Plans,
the Merger will not terminate any of the outstanding options under the Plans or
accelerate the exercisability or vesting of such options or the shares of
Robcor Common Stock which will be subject to those options upon Robcor’s
assumption of the options in the Merger. 
It is the intention of the parties that the options so assumed by Robcor
following the Effective Time will be assumed in accordance with the applicable
requirements of sections 424 and 409A of the Code and the regulations
promulgated thereunder and incentive stock options so assumed will remain
incentive stock options as defined in Section 422 of the Code to the extent
such options qualified as incentive stock options prior to the Effective
Time.  Within thirty (30) business days
after the Effective Time, Robcor will issue to each Person who, immediately
prior to the Effective Time was a holder of an outstanding option under the
Plan, a document in form and substance satisfactory to Redpoint evidencing the
foregoing assumption of such option by Robcor.


1.10                           Closing.  Subject to the satisfaction of the conditions
precedent specified in Section 6 hereof, the closing of the Merger shall take
place at 10:00 a.m. local time at the



 5
 









offices of Morgan Lewis & Bockius LLP, Princeton,
New Jersey on or before March 15, 2007, or at such other time and date as the
parties may mutually agree (the “Closing” or the “Closing Date”).


1.11                           Press
Releases.  At Closing, Robcor shall
issue such press release or Current Report on Form 8-K relating to the
transactions contemplated by this Agreement as may be required by the reporting
requirements of the Exchange Act, subject to the applicable requirements of
Rules 135a and 135c under the Securities Act of 1933, as amended (the “Securities
Act”), and such release or announcement will be reasonably satisfactory in
form and substance to Redpoint and its counsel and the Placement Agents and
their counsel.  Robcor shall not issue
any other press release or otherwise make public any information with respect
to this Agreement or the transactions contemplated hereby, prior to the
Closing, without the prior written consent of Redpoint and the Placement
Agents, which consents shall not be unreasonably withheld.  Notwithstanding the foregoing, if required by
law, Robcor may issue such a press release or otherwise make public such
information as long as Robcor notifies Redpoint and the Placement Agents of
such requirement and discusses with Redpoint and the Placement Agents in good
faith the contents of such disclosure.


ARTICLE 2



REPRESENTATIONS AND WARRANTIES OF REDPOINT


Except as set forth under the corresponding section of
the disclosure schedule delivered to Robcor, Merger Sub, the Robcor
Stockholders and the Placement Agents concurrently herewith (the “Redpoint
Disclosure Schedule”), which Redpoint Disclosure Schedule shall be deemed a
part hereof, Redpoint hereby represents and warrants to Robcor, Merger Sub, the
Robcor Stockholders and the Placement Agents as follows:


2.1                                 Organization.  Redpoint is a corporation, duly organized,
validly existing, and in good standing under the laws of the State of Delaware.


2.2                                 Capitalization.  Immediately prior to the Closing, the
authorized capital stock of Redpoint will consist of 14,000,000 shares of
Redpoint Common Stock, and 10,000,000 shares of Redpoint Preferred Stock, of
which (A) 7,000,000 shares have been designated as Series A Preferred Stock,
and (B) 3,000,000 shares have been designated as Junior Preferred Stock.  All of the outstanding securities of Redpoint
(other than outstanding options to purchase shares of Redpoint Common Stock)
are set forth on Schedule A hereto.


2.3                                 Certain
Corporate Matters.  Redpoint is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the ownership of its properties, the employment of
its personnel or the conduct of its business requires it to be so qualified,
except where the failure to be so qualified would not have a material adverse
effect on Redpoint’s financial condition, results of operations or
business.  Redpoint has full corporate
power and authority and all authorizations, licenses and permits necessary to
carry on the business in which it is engaged and to own and use the properties
owned and used by it.



 6
 









2.4                                 Authorization.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized and approved by Redpoint’s Board of
Directors and stockholders.  Redpoint has
all necessary corporate power and authority to enter into this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby.  This Agreement has
been duly executed and delivered by, and is the valid and binding obligation
of, Redpoint, enforceable against Redpoint in accordance with its terms except
as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights or
remedies and by general principles of equity (whether such enforcement is considered
in a proceeding at law or in equity).


2.5                                 Consents
and Approvals; No Violations.  Except
for requirements of applicable law, no filing with, and no permit,
authorization, consent or approval of, any third party, public body or
authority is necessary for the consummation by Redpoint of the transactions
contemplated by this Agreement other than those that have been or will be
obtained as of the Closing.  Neither the
execution and delivery of this Agreement by Redpoint nor the consummation by
Redpoint of the transactions contemplated hereby, nor compliance by Redpoint
with any of the provisions hereof, will (a) conflict with or result in any
breach of any provisions of the organizational documents of Redpoint, (b)
result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, agreement or other
instrument or obligation to which Redpoint is a party or by which it or its
properties or assets may be bound or (c) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Redpoint, or any of its
properties or assets, except in the case of clauses (b) and (c) for violations,
breaches or defaults which are not in the aggregate material to Redpoint taken
as a whole.


2.6                                 Financial
Statements.


(a)                                  Prior
to Closing, Redpoint will provide its audited balance sheets as at December 31,
2005, and the related statements of operations, changes in stockholders’ equity
and cash flows for the years ended December 31, 2005 (“Redpoint’s Audited
Financials”).


(b)                                 Prior
to Closing, Redpoint will provide its unaudited balance sheet as at September
30, 2006, and the related statements of operations, changes in stockholders’
equity and cash flows for the nine months ended September 30, 2006 (“Redpoint’s
Interim Financials” and together with Redpoint’s Audited Financials, “Redpoint’s
Financials”).


(c)                                  Redpoint’s
Financials (i) will be in accordance with the books and records of Redpoint,
(ii) will be correct and complete, (iii) will fairly present the financial
position and results of operations of Redpoint as of the dates indicated, and
(iv) will be prepared in accordance with GAAP (except that (x) unaudited
financial statements may not be in accordance with GAAP because of the absence
of footnotes normally contained therein, and (y) interim (unaudited) financials
are subject to normal year-end audit adjustments that in the aggregate will not
have a material adverse effect on Redpoint, or their respective businesses,
financial conditions or results of operations).



 7
 









(d)                                 Redpoint
will provide to Robcor its audited balance sheets as at December 31, 2006, and
the related statements of operations, changes in stockholders’ equity and cash
flows for the years ended December 31, 2006 within four (4) days following the
Closing Date.


ARTICLE 3


REPRESENTATIONS AND WARRANTIES OF 

ROBCOR, MERGER SUB AND THE ROBCOR STOCKHOLDERS


Except as set forth under the corresponding section of
the disclosure schedule delivered to Redpoint concurrently herewith (the “Robcor
Disclosure Schedule”), which Robcor Disclosure Schedule shall be deemed a
part hereof, Robcor, Robcor, LLC, Merger Sub and the Robcor Stockholders, to
his knowledge, hereby, jointly and severally, represents and warrants to
Redpoint, the Redpoint stockholders and the Placement Agents as follows:


3.1                                 Organization.  Each of Robcor and Merger Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, and Robcor, LLC is a limited liability
company duly formed, validly existing and in good standing under the laws of
the state of its formation.  Each of
Robcor, Robcor, LLC and Merger Sub has the requisite power to carry on its
business as now conducted.


3.2                                 Capitalization.  Robcor’s authorized capital stock consists of
1,000,000,000 shares of common stock, no par value per share (“Robcor Common
Stock”), of which 2,541,000 shares of Robcor Common Stock are issued and
outstanding as of the date hereof, and 20,000,000 shares of preferred stock, no
par value per share (“Robcor Preferred Stock”), of which no shares of
Robcor Preferred Stock are issued and outstanding as of the date hereof.  All issued and outstanding shares of capital
stock of Robcor and Merger Sub and membership interests of Robcor, LLC have
been duly authorized, validly issued, fully paid, non-assessable and free of
preemptive rights.  When issued in
accordance with this Agreement, the Robcor Shares will be duly authorized,
validly issued, fully paid, non-assessable and free of preemptive rights.  There are no outstanding or authorized
options, rights, warrants, calls, convertible securities, rights to subscribe,
conversion rights or other agreements or commitments to which Robcor, Robcor,
LLC or Merger Sub is a party or which are binding upon Robcor, Robcor, LLC or
Merger Sub providing for the issuance by Robcor, Robcor, LLC or Merger Sub or
transfer by Robcor, Robcor, LLC or Merger Sub of additional shares or
membership interests, as applicable, of Robcor’s, Robcor, LLC’s or Merger Sub’s
capital stock or membership interests, as applicable, and none of Robcor,
Robcor, LLC or Merger Sub has reserved any shares of its capital stock or
membership interests, as applicable, for issuance, nor are there any
outstanding stock option rights, phantom equity or similar rights, contracts,
arrangements or commitments to issue capital stock or membership interests, as
applicable, of Robcor, Robcor, LLC or Merger Sub.  There are no voting trusts or any other
agreements or understandings with respect to the voting of Robcor’s, Robcor,
LLC’s or Merger Sub’s capital stock.


3.3                                 Certain
Corporate Matters.  Each of Robcor,
Robcor, LLC and Merger Sub is duly licensed or qualified to do business and is
in good standing as a foreign corporation or limited liability company, as
applicable, in every jurisdiction in which the character of its



 8
 









properties or nature of its business requires it to be
so licensed or qualified other than such jurisdictions in which the failure to
be so licensed or qualified does not, or insofar as can reasonably be foreseen,
in the future will not, have a material adverse effect on its financial
condition, results of operations or business. 
Each of Robcor, Robcor, LLC and Merger Sub has full corporate power and
authority and all authorizations, licenses and permits necessary to carry on
the business in which it is engaged or in which it proposes presently to engage
and to own and use the properties owned and used by it.  Each of Robcor, Robcor, LLC and Merger Sub
has delivered to Redpoint true, accurate and complete copies of its Articles of
Incorporation, Certificate of Incorporation or Articles of Organization, as
applicable, and Bylaws or Operating Agreement, as applicable, which reflect all
restatements of and amendments made thereto at any time prior to the date of
this Agreement.  The records of meetings
of the stockholders and Boards of Directors of Robcor and Merger Sub previously
furnished to Redpoint are complete and correct in all material respects.  The stock records of Robcor and Merger Sub
and the stockholder lists of Robcor and Merger Sub previously furnished to Redpoint
are complete and correct in all material respects and accurately reflect the
record ownership and the beneficial ownership of all the outstanding shares of
Robcor’s and Merger Sub’s capital stock and any other outstanding securities
issued by Robcor and Merger Sub.  None of
Robcor, Robcor, LLC or Merger Sub is in default under or in violation of any
provision of its Articles of Incorporation, Articles of Organization or
Certificate of Incorporation, as applicable, or Bylaws or Operating Agreement,
as applicable, in any material respect. 
None of Robcor, Robcor, LLC or Merger Sub is in any material default or
in violation of any restriction, Lien, encumbrance, indenture, contract, lease,
sublease, loan agreement, note or other obligation or liability by which it is
bound or to which any of its assets is subject. 
Robcor has delivered to Redpoint a complete copy of Robcor’s financial
records and tax returns from Robcor’s inception to the Closing Date.


3.4                                 Authorization.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized and approved by the requisite Boards of
Directors of Merger Sub and Robcor and the members of Robcor, LLC.  Robcor, Robcor, LLC and Merger Sub have all
necessary corporate power and authority to enter into this Agreement, to
perform their obligations hereunder and to consummate the transactions
contemplated hereby.  Robcor, as the sole
stockholder of Merger Sub, has duly adopted this Agreement as required by the
Florida BCA.  The approval of Robcor
stockholders is not required under Florida law in order for Robcor to enter
into this Agreement and to perform all of its obligations hereunder.  This Agreement has been duly executed and delivered
by, and is the valid and binding obligation of, Robcor, Robcor, LLC and Merger
Sub enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors’ rights or remedies and by general
principles of equity (whether such enforcement is considered in a proceeding at
law or in equity).  Each Subscription
Agreement will constitute a valid and binding obligation against Robcor enforceable
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights or remedies and by general principles of
equity (whether such enforcement is considered in a proceeding at law or in
equity).  Other than the filing of the
Merger Certificate with the Secretary of State of the State of Delaware, no
consent or authorization of any third party is required to be obtained, and no
filing with any government body is required to be made, in order to consummate
the transactions contemplated by this Agreement.



 9
 









3.5                                 Consents
and Approvals; No Violations.  Except
for applicable requirements of federal securities laws and Blue Sky laws, no
filing with, and no permit, authorization, consent or approval of, any third
party, public body or authority is necessary for the consummation by Robcor,
Robcor, LLC, Merger Sub or the Robcor Stockholders of the transactions
contemplated by this Agreement.  Neither
the execution and delivery of this Agreement by Robcor, Robcor, LLC, Merger Sub
or the Robcor Stockholders nor the consummation by Robcor, Robcor, LLC, Merger
Sub or the Robcor Stockholders of the transactions contemplated hereby, nor
compliance by Robcor, Robcor, LLC, Merger Sub or the Robcor Stockholders with
any of the provisions hereof, will (a) conflict with or result in any breach of
any provisions of the charter or Bylaws of Robcor, Robcor, LLC or Merger Sub,
(b) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which Robcor, Robcor, LLC,
Merger Sub or the Robcor Stockholders is a party or by which it/his or any of
its/his properties or assets may be bound, or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Robcor, Robcor,
LLC, Merger Sub or the Robcor Stockholders, or any of its/his properties or
assets, except in the case of clauses (b) and (c) for violations, breaches or
defaults which are not in the aggregate material to Robcor, Robcor, LLC, Merger
Sub or the Robcor Stockholders taken as a whole.


3.6                                 SEC
Documents.


(a)                                  Robcor
has timely filed all reports required to be filed by it under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two (2) years preceding the date hereof (or such shorter period as
Robcor was required by law to file such material) (the foregoing materials,
including the exhibits thereto, being collectively referred to herein as the “SEC
Documents”).  As of their respective
dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act and the rules and regulations promulgated
thereunder and none of the SEC Documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. 
As of the date hereof, there are no outstanding or unresolved comments
in comment letters received from the Securities and Exchange Commission staff
with respect to any of the SEC Documents.


(b)                                 The
financial statements of Robcor included in the SEC Documents comply as to form
in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles in the
United States (except, in the case of unaudited statements, as permitted by the
applicable form under the Exchange Act) applied on a consistent basis during
the periods involved (except as may be indicated in the notes thereto) and
fairly present the financial position of Robcor as of the dates thereof and its
statements of operations, stockholders’ equity and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments which were and are not expected to have a
material adverse effect on Robcor, its business, financial condition or results
of operations).  Except as and to the
extent set forth on the consolidated



 10
 









balance sheet of Robcor as at December 31, 2006,
including the notes thereto, none of Robcor, Robcor, LLC or Merger Sub has any
liability or obligation of any nature (whether accrued, absolute, contingent or
otherwise and whether required to be reflected on a balance sheet or other
financial statement).


3.7                                 Financial
Statements.


(a)                                  Included
in the SEC Documents are the audited balance sheets of Robcor as at December
31, 2006 and 2005, and the related statements of operations, changes in
stockholders’ equity and cash flows for the years ended December 31, 2006 and
2005, together with the unqualified report thereon of Malone & Bailey PC,
independent auditor (collectively, “Robcor’s Audited Financials”).


(b)                                 Robcor’s
Audited Financials and Robcor’s Interim Financials (collectively, “Robcor’s
Financial Statements”) are (i) in accordance with the books and records of
Robcor, (ii) correct and complete, (iii) fairly present the financial position
and results of operations of Robcor as of the dates indicated, and (iv)
prepared in accordance with GAAP.


3.8                                 Events
Subsequent to Financial Statements. 
Except as set on Section 3.8 of the Robcor Disclosure Schedule, since
December 31, 2006, there has not been:


(a)                                  any
sale, lease, transfer, license or assignment of any assets, tangible or
intangible, of Robcor, Robcor, LLC or Merger Sub;


(b)                                 any
damage, destruction or property loss, whether or not covered by insurance,
affecting adversely the properties or business of Robcor, Robcor, LLC or Merger
Sub;


(c)                                  except
as contemplated by this Agreement, any declaration or setting aside or payment
of any dividend or distribution with respect to the shares of capital stock of Robcor
or any redemption, purchase or other acquisition of any such shares;


(d)                                 any
issuance of shares of capital stock or membership interests, as applicable, or
the granting, issuance or execution of any rights, warrants, options or
commitments by Robcor, Robcor, LLC or Merger Sub, as the case may be, relating
to its authorized or issued capital stock or membership interests, as
applicable, except with respect to Robcor’s investment in Merger Sub;


(e)                                  any
subjection to any Lien on any of the assets, tangible or intangible, of Robcor,
Robcor, LLC or Merger Sub;


(f)                                    any
incurrence of indebtedness or liability or assumption of obligations by Robcor,
Robcor, LLC or Merger Sub;


(g)                                 any
waiver or release by Robcor, Robcor, LLC or Merger Sub of any right of any material
value;



 11
 









(h)                                 any
compensation or benefits paid to officers or directors of Robcor, Robcor, LLC
or Merger Sub, except as to the cancellation of those shares of Robcor Common
Stock held by Heitz specified in Section 1.7 of this Agreement;


(i)                                     any
change made or authorized in the Articles of Incorporation or Bylaws of Robcor;


(j)                                     any
loan to or other transaction with any officer, director or stockholder of
Robcor, Robcor, LLC or Merger Sub giving rise to any claim or right of Robcor,
Robcor, LLC or Merger Sub against any such Person or of such Person against
Robcor, Robcor, LLC or Merger Sub; or


(k)                                  any
material adverse change in the condition (financial or otherwise) of the
properties, assets, liabilities or business of Robcor or Robcor, LLC.


3.9                                 Undisclosed
Liabilities.  Except as otherwise
disclosed in Robcor’s Financial Statements, none of Robcor, Robcor, LLC or
Merger Sub has any material liability or obligation whatsoever, either direct
or indirect, matured or unmatured, accrued, absolute, contingent or otherwise.


3.10                           Tax
Matters.


(a)                                  Robcor,
Robcor, LLC and Merger Sub have each duly filed all material Tax Returns
required to be filed by or with respect to each of them with the Internal
Revenue Service or other applicable taxing authority and all such Tax Returns
are correct and complete in all material respects, and no extensions with
respect to Tax Returns have been requested or granted;


(b)                                 Robcor,
Robcor, LLC and Merger Sub have each paid all material taxes due, or claimed to
due by any taxing authority to be due, from or with respect to each of them;


(c)                                  If
not yet due and payable, the Taxes of each of Robcor, Robcor LLC and Merger Sub
have adequately reserved against in Robcor’s Financial Statements in accordance
with GAAP;


(d)                                 Each
of Robcor, Robcor, LLC and Merger Sub have withheld and paid all Taxes to the
appropriate governmental authority required to have been withheld and paid by
each of them in connection with amounts paid or owing to any employee,
independent contractor, stockholder or other party and has complied in all
material respects with all information reporting, including maintenance of
required records with respect thereto.


(e)                                  To
the knowledge of Robcor, Robcor, LLC and Merger Sub, there has been no material
issue raised or material adjustment proposed (and none is pending) by the
Internal Revenue Service or any other taxing authority in connection with any
of Robcor’s, Robcor, LLC’s or Merger Sub’s Tax Returns.



 12
 









(f)                                    To
the knowledge of Robcor, Robcor, LLC and Merger Sub, no issues have been raised
in any Tax examination with respect to any of them which could be expected to
result in any material liability for Taxes for any period not so examined to
the extent not otherwise reflected in the tax accruals shown on Robcor’s
Financial Statements;


(g)                                 No
waiver or extension of any statute of limitations as to any material Tax matter
has been given by or requested from Robcor, Robcor, LLC or Merger Sub;


(h)                                 No
claim has ever been made by an authority in a jurisdiction where Robcor, Robcor,
LLC, or Merger Sub does not file Tax Returns that any of such companies is or
may be subject to taxation by that jurisdiction or that any of Robcor, Robcor,
LLC or Merger Sub must file Tax Returns;


(i)                                     There
are no Liens on any of the stock or assets of any of Robcor, Robcor, LLC, or
Merger Sub with respect to Taxes, other than Liens for Taxes not yet due and
payable.


(j)                                     Each
of the Robcor, Robcor, LLC, and Merger Sub has disclosed in its Federal income
tax returns all positions taken therein that could give rise to a substantial
understatement of Federal income tax within the meaning of Section 6662 of the
Code.


(k)                                  None
of Robcor, Robcor, LLC, or Merger Sub is or has never been a member of any
affiliated group of corporations which file consolidated or combined tax
returns with any other corporation or other entity.  None of Robcor, Robcor, LLC, or Merger Sub
has any liability for the Taxes of any other person for any reason, including,
without limitation: (i) under Treasury Reg. §1.1502-6 (or any similar provision
of state, local or foreign law), (ii) as a transferee or successor, or (iii) by
contract;


(l)                                     None
of Robcor, Robcor, LLC, or Merger Sub will be required to include in a taxable
period ending after the Effective Time taxable income attributable to income
that accrued (for purposes of Robocor’s Financial Statements) in a prior
taxable period (or portion of a taxable period or by virtue of the Merger) but
was not recognized for tax purposes in any prior taxable period as a result of
(A) an open transaction disposition made on or before the Effective Time, (B) a
prepaid amount received on or prior to the Effective Time, (C) the installment
method of accounting, (D) the completed contract method of accounting, (E) the
long-term contract method of accounting, (F) the cash method of accounting or
Section 481 of the Code or (G) any comparable provisions of state or local tax
law, domestic or foreign, or for any other reason, other than any amounts that
are specifically reflected in a reserve for taxes on Robcor’s Financial
Statements;


(m)                               None
of Robcor, Robcor, LLC or Merger Sub has filed a consent under Section 341(f)
of the Code.  For the purposes of this
Section 3.10, a tax is due (and must therefore either be paid or adequately
reserved against in Robcor’s Financial Statements) only on the last date
payment of such tax can be made without interest or penalties, whether such
payment is due in respect of estimated taxes, withholding taxes, required tax
credits or any other tax.  None of
Robcor, Robcor, LLC or Merger Sub has within the last two years constituted
either a “distributing corporation” or a “controlled corporation” as such terms
are defined in



 13















Section 355 of the Code in a distribution of stock
qualifying or intended to qualify for tax-free treatment (in whole or in part)
under Section 355(a) or 361 of the Code; and


(n)           None of Robcor, Robcor, LLC or Merger
Sub has entered into any transaction that is either a “listed transaction” or
that Robcor believes in good faith is a “reportable transaction” (both as
defined in Treas. Reg. § 1.6011-4, as modified by Rev. Proc. 2004-68, Rev.
Proc. 2004-67, Rev. Proc. 2004-65 and Rev. Proc. 2004-45).


3.11         Real Property.  Except as set forth in Section 3.11 of the
Robcor Disclosure Schedule, each of Robcor and Robcor, LLC has good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by it which is material to the business of
Robcor or Robcor, LLC, as applicable, in each case free and clear of all
mortgages, liens, security interests, pledges, charges, easements, rights of
way, options, claims, restrictions or encumbrances of any kind (each a “Lien”
or collectively, “Liens”).  Any
real property and facilities held under lease by Robcor or Robcor, LLC is held
under valid, subsisting and enforceable leases. 
Each of Robcor and Robcor, LLC owns its internet domain names absolutely
and unconditionally, free and clear of all Liens and claims of any other party
of any type whatsoever.


3.12         Books and Records.  The corporate and financial books and records
of Robcor, Robcor, LLC and Merger Sub delivered to Redpoint prior to the
Closing fully and fairly reflect the transactions to which Robcor, Robcor, LLC
and/or Merger Sub is a party or by which they or their properties are bound.


3.13         Questionable Payments.  None of Robcor, Robcor, LLC or Merger Sub, or
any of their respective employees, agents or representatives has, directly or
indirectly, made any bribes, kickbacks, illegal payments or illegal political
contributions using Robcor’s, Robcor, LLC’s or Merger Sub’s funds or made any
payments from Robcor’s, Robcor, LLC’s or Merger Sub’s funds to governmental
officials for improper purposes or made any illegal payments from Robcor’s,
Robcor, LLC’s or Merger Sub’s funds to obtain or retain business.


3.14         Environmental Matters.  Robcor represents and warrants that:


(a)           To the knowledge of Robcor and
Robcor, LLC, after due investigation, there has been no material failure by
Robcor or Robcor, LLC to comply with all applicable requirements of
Environmental Laws relating to Robcor, Robcor, LLC, Robcor’s or Robcor, LLC’s
operations, and Robcor’s or Robcor, LLC’s manufacture, processing,
distribution, use, treatment, generation, recycling, reuses, sale, storage,
handling, transportation or disposal of any Materials of Environmental Concern
and neither Robcor nor Robcor, LLC is aware of any facts or circumstances which
could materially impair such compliance with all applicable Environmental Laws.


(b)           Robcor and Robcor, LLC have not
received notice from any Governmental Entity or any other Person of any actual
or alleged violation of any Environmental Laws, nor is any such notice
anticipated.


(c)           To the knowledge of Robcor and
Robcor, LLC, after due investigation, Environmental Laws do not require that
any permits, licenses or similar



 14
 









authorizations to construct, occupy or operate any
equipment or facilities used in the conduct of Robcor’s or Robcor, LLC’s
business.


(d)           No Materials of Environmental Concern
are now located at the Business Location, and, to the knowledge of Robcor,
Robcor, LLC and the Robcor Stockholders, after due investigation, neither
Robcor nor Robcor, LLC has ever caused or permitted any Materials of
Environmental Concern to be generated, placed, stored, held, handled, located
or used at the Business Location, except those which may lawfully be used,
transported, stored, held, handled, generated or placed at the Business
Location in the conduct of Robcor’s or Robcor, LLC’s business.


(e)           Neither Robcor nor Robcor, LLC has
received any notices, whether from a Governmental Entity or some other third
party, that any contamination from Materials of Environmental Concern exists at
the Business Location or at any other location utilized by Robcor or Robcor,
LLC in the conduct of its business nor are Robcor, Robcor, LLC or the Robcor
Stockholders aware of any circumstances that would give rise to an allegation
of such contamination.


(f)            To the knowledge of Robcor and
Robcor, LLC, after due investigation, no investigation, administrative order,
consent order or agreement, litigation or settlement with respect to Materials
of Environmental Concern or contamination from Materials of Environmental
Concern is proposed, threatened, anticipated, pending or otherwise in existence
with respect to the Business Location or with respect to any other site
controlled or utilized by Robcor or Robcor, LLC in the operation of its business.  To the knowledge of Robcor, Robcor, LLC and
the Robcor Stockholders, after due investigation, the Business Location is not
currently on, and has never been on, any federal or state “Superfund” or “Superlien”
list.


3.15         Intellectual Property.  Except as set forth on Section 3.15 of the
Robcor Disclosure Schedule, none of Robcor, Robcor, LLC or Merger Sub owns or
uses any trademarks, trade names, service marks, patents, copyrights or any
applications with respect thereto.  None
of Robcor, Robcor, LLC or Merger Sub has any knowledge of any claim that, or
inquiry as to whether, any product, activity or operation of Robcor, Robcor,
LLC or Merger Sub infringes upon or involves, or has resulted in the
infringement of, any trademarks, trade-names, service marks, patents,
copyrights or other proprietary rights of any other Person; and no proceedings
have been instituted, are pending or are threatened.


3.16         Insurance.  Except as set forth on Section 3.16 of the
Robcor Disclosure Schedule, none of Robcor, Robcor, LLC or Merger Sub has any
insurance policies in effect.


3.17         Contracts.  Except as set forth on Section 3.17 of the
Robcor Disclosure Schedule, none of Robcor, Robcor, LLC, or Merger Sub has any
material contracts, leases, arrangements or commitments (whether oral or
written).  None of Robcor, Robcor, LLC or
Merger Sub is a party to or bound by or affected by any contract, lease,
arrangement or commitment (whether oral or written) relating to: (a) the
employment of any person; (b) collective bargaining with, or any representation
of any employees by, any labor union or association; (c) the acquisition of
services, supplies, equipment or other personal property; (d) the purchase or
sale of real property; (e) distribution, agency or construction; (f) lease of real
or



 15
 









personal property as lessor or lessee or sublessor or
sublessee; (g) lending or advancing of funds; (h) borrowing of funds or receipt
of credit; (i) incurring any obligation or liability; or (j) the sale of
personal property.


3.18         Litigation.  None of Robcor, Robcor, LLC or Merger Sub is
subject to any judgment or order of any court or quasijudicial or
administrative agency of any jurisdiction, domestic or foreign, nor is there
any charge, complaint, lawsuit or governmental investigation pending or
threatened against Robcor, Robcor, LLC or Merger Sub.  None of Robcor, Robcor, LLC or Merger Sub is
a plaintiff in any action, domestic or foreign, judicial or
administrative.  There are no existing
actions, suits, proceedings against or investigations of Robcor, Robcor, LLC or
Merger Sub, and none of Robcor, Robcor, LLC or Merger Sub knows of any basis
for such actions, suits, proceedings or investigations.  There are no unsatisfied judgments, orders,
decrees or stipulations affecting Robcor, Robcor, LLC or Merger Sub or to which
Robcor, Robcor, LLC or Merger Sub is a party.


3.19         Employees.  Except for the employment of Heitz by Robcor
and Robcor, LLC, none of Robcor, Robcor, LLC or Merger Sub has any
employees.  None of Robcor, Robcor, LLC
or Merger Sub owes any compensation of any kind, deferred or otherwise, to any
current or previous employees.  None of
Robcor, Robcor, LLC or Merger Sub has any written or oral employment agreements
with any officer or director of Robcor, Robcor, LLC or Merger Sub.  None of Robcor, Robcor, LLC or Merger Sub is
a party to or bound by any collective bargaining agreement.  There are no loans or other obligations
payable or owing by Robcor, Robcor, LLC or Merger Sub to any stockholder, officer,
director or employee of Robcor, Robcor, LLC or Merger Sub, nor are there any
loans or debts payable or owing by any of such Persons to Robcor, Robcor, LLC
or Merger Sub or any guarantees by Robcor, Robcor, LLC or Merger Sub of any
loan or obligation of any nature to which any such Person is a party.


3.20         Employee Benefit Plans.  None of Robcor, Robcor, LLC or Merger Sub has
any (a) non-qualified deferred or incentive compensation or retirement plans or
arrangements, (b) qualified retirement plans or arrangements, (c) other
employee compensation, severance or termination pay or welfare benefit plans,
programs or arrangements or (d) any related trusts, insurance contracts or
other funding arrangements maintained, established or contributed to by Robcor,
Robcor, LLC or Merger Sub.


3.21         Legal Compliance.  No claim has been filed against Robcor,
Robcor, LLC or Merger Sub alleging a violation of any applicable laws and
regulations of foreign, federal, state and local governments and all agencies
thereof.  Robcor, Robcor, LLC and Merger
Sub each holds all of the material permits, licenses, certificates or other
authorizations of foreign, federal, state or local governmental agencies
required for the conduct of its business as presently conducted.


3.22         Subsidiaries.  Except for all of the issued and outstanding
shares of capital stock of Merger Sub and its ownership of the membership
interest in Robcor, LLC, Robcor does not own any capital stock or have any
interest in any corporation, partnership, or other form of business
organization.  Robcor owns all of the
capital stock or other equity interests of Merger Sub free and clear of any
Liens, charges, security interests, encumbrances, rights of first refusal,
preemptive rights or other restrictions.



 16
 









3.23         Control; Plans and Intentions; Etc.


(a)           Robcor has been the sole stockholder
and controlling party of the Merger Sub since the formation of the Merger Sub
and Robcor will be the sole stockholder and controlling party of the Merger Sub
immediately prior to and as of the time of the Merger.


(b)           Following the Merger, the Surviving
Corporation has no plan or intention to issue additional shares of its stock or
to take any action that would result in Robcor’s losing control of the
Surviving Corporation.


(c)           Robcor has no plan or intention to
reacquire any of its stock to be issued in the Merger.


(d)           Robcor has no present plan or
intention to liquidate the Surviving Corporation, to merge the Surviving
Corporation with or into another corporation (other than Redpoint pursuant to
the Merger or Robcor pursuant to the Reorganization Merger); to sell or
otherwise dispose of the stock of the Surviving Corporation; or to cause the
Surviving Corporation to sell or otherwise dispose of any of its assets or of
any of the assets acquired from Redpoint, except for dispositions made in the
ordinary course of business or transfers of assets to a corporation controlled
by the Surviving Corporation.


3.24         Certain Transactions.  Except as set forth on Section 3.24 of the
Robcor Disclosure Schedule, none of the officers, directors, or employees of
Robcor or Robcor, LLC is presently a party to any transaction with Robcor or
Robcor, LLC (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or employee or any corporation, partnership, trust or other entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.


3.25         Internal Accounting Controls.  Robcor maintains a system of internal
accounting controls sufficient, in the judgment of Robcor’s Board of Directors,
to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


3.26         Broker’s Fees.  Except as set forth on Section 3.26 of the
Robcor Disclosure Schedule, none of Robcor, Robcor, LLC, Merger Sub or the
Robcor Stockholders, or anyone on their behalf has any liability to any broker,
finder, investment banker or agent, or has agreed to pay any brokerage fees,
finder’s fees or commissions, or to reimburse any expenses of any broker,
finder, investment banker or agent in connection with this Agreement.


3.27         Registration Rights.  Except as set forth on Section 3.27 of the
Robcor Disclosure Schedule, Robcor has not granted or agreed to grant to any
Person any rights



 17
 









(including “piggy back” registration rights) to have
any securities of Robcor registered with the Securities and Exchange Commission
or any other Governmental Entity that have not been satisfied.


3.28         Listing and Maintenance Requirements.  Robcor has not, in the twelve (12) months
preceding the date hereof, received notice from the trading market or stock
quotation system on which Robcor Common Stock is listed or quoted to the effect
that Robcor is not in compliance with the listing or maintenance requirements
of such trading market or stock quotation system.  Robcor is, and has no reason to believe that
it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.


3.29         Integration.  Neither Robcor, its affiliates, nor any
person acting on its or their behalf, has knowingly, either directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the issuance of the
Robcor Shares in the Equity Financing to be integrated with prior offerings by
Robcor for purposes of the Securities Act, or any applicable stockholder
approval provisions, which would impair the exemptions relied upon in the
Equity Financing or Robcor’s ability to timely comply with its obligations
hereunder.  Nor will Robcor or its
affiliates take any action or steps that would knowingly cause the offer or
issuance of the Robcor Shares to be integrated with other offerings which would
impair the exemptions relied upon in the Equity Financing or Robcor’s ability
to timely comply with its obligations hereunder.  Robcor will not knowingly conduct any
offering other than the transactions contemplated hereby that will be
integrated with the offer or issuance of the Robcor Shares issued in connection
with the Equity Financing, which would impair the exemptions relied upon in the
Equity Financing or Robcor’s ability to timely comply with its obligations
hereunder.  In addition, neither Robcor
nor its affiliates nor to its knowledge, any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of Robcor Shares.


3.30         No Disagreements with Accountants
and Lawyers.  There are no
disagreements of any kind presently existing, or reasonably anticipated by
Robcor or Robcor, LLC to arise, between the accountants and lawyers formerly or
presently employed by Robcor or Robcor, LLC and Robcor and Robcor, LLC are
current with respect to any fees owed to their accountants and lawyers.


3.31         Criminal Proceedings.  None of Robcor, Robcor, LLC, Robcor or
Robcor, LLC’s respective officers, directors, affiliates, promoters or any
predecessor of Robcor or Robcor, LLC have been subject to or suffered any of
the following:


(a)           any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other misdemeanor offenses) within ten (10) years from the date
hereof;


(b)           any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting such person’s involvement in any type of business,
securities or banking activities within ten (10) years from the date hereof; or



 18
 









(c)           being found guilty by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission  to have violated a federal or state
securities or commodities law within ten (10) years from the date hereof, and
the judgment has not been reversed, suspended or vacated.


3.32         Disclosure.  The representations and warranties and
statements of fact made by Robcor, Robcor, LLC, Merger Sub and the Robcor
Stockholders in this Agreement are, as applicable, accurate, correct and
complete and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained herein not false or misleading.


ARTICLE 4



COVENANTS AND AGREEMENTS OF THE PARTIES

EFFECTIVE PRIOR TO CLOSING


4.1           Corporate Examinations and
Investigations.  Prior to the
Closing, each party shall be entitled, through its employees and
representatives, to make such investigations and examinations of the books,
records and financial condition of Redpoint, Robcor and Merger Sub as each
party may request.  In order that each
party may have the full opportunity to do so, Redpoint, Robcor and Merger Sub
shall furnish each party and its representatives during such period with all
such information concerning the affairs of Redpoint, Robcor or Merger Sub as
each party or its representatives may reasonably request and cause Redpoint,
Robcor or Merger Sub and their respective officers, employees, consultants,
agents, accountants and attorneys to cooperate fully with each party’s
representatives in connection with such review and examination and to make full
disclosure of all information and documents requested by each party and/or its
representatives.  Any such investigations
and examinations shall be conducted at reasonable times and under reasonable
circumstances, it being agreed that any examination of original documents will
be at each party’s premises, with copies thereof to be provided to each party
and/or its representatives upon request.


4.2           Cooperation; Consents.  Prior to the Closing, each party shall
cooperate with the other parties to the end that the parties shall (i) in a
timely manner make all necessary filings with, and conduct negotiations with,
all authorities and other Persons the consent or approval of which, or the
license or permit from which is required for the consummation of the Merger and
(ii) provide to each other party such information as the other party may
reasonably request in order to enable it to prepare such filings and to conduct
such negotiations.


4.3           Conduct of Business.  Subject to the provisions hereof, from the
date hereof through the Closing, each party hereto shall conduct its business
in the ordinary course and in such a manner so that the representations and
warranties contained herein shall continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing.  In addition, without the prior written
consent of Redpoint, none of Robcor, Merger Sub or the Robcor Stockholders (as
it relates to Robcor and Merger Sub) shall enter into any material transactions
or incur any material liability not required or specifically contemplated
hereby, without first obtaining the written consent of Redpoint.  Without the prior written consent of
Redpoint, Robcor, Merger Sub or the Robcor Stockholders, as the case may be,
except as



 19
 









required or specifically contemplated hereby, each
party shall not undertake or fail to undertake any action if such action or
failure would render any of said warranties and representations untrue in any
material respect as of the Closing.


4.4           Litigation.  From the date hereof through the Closing,
each party hereto shall promptly notify the representative of the other parties
of any lawsuits, claims, proceedings or investigations which after the date
hereof are threatened or commenced against such party or any of its affiliates
or any officer, director, employee, consultant, agent or stockholder thereof,
in their capacities as such, which, if decided adversely, could reasonably be
expected to have a material adverse effect upon the condition (financial or
otherwise), assets, liabilities, business, operations or prospects of Redpoint,
Robcor or Merger Sub.


4.5           Notice of Default.  From the date hereof through the Closing,
each party hereto shall give to the representative of the other parties prompt
written notice of the occurrence or existence of any event, condition or
circumstance occurring which would constitute a violation or breach of this
Agreement by such party or which would render inaccurate in any material
respect any of such party’s representations or warranties herein.


4.6           Continuation of Insurance Coverage.  From the date hereof to the Closing, each
party hereto shall keep in full force and effect insurance coverage for its
assets and operations comparable in amount and scope to the coverage now
maintained covering its assets and operations.


4.7           Prohibited Actions.  From and after the execution and delivery of
this Agreement and until the Effective Time, Robcor will not, without Redpoint’s
written consent (except as otherwise provided for or contemplated in the PPM,
this Agreement or the Put Option Agreement):


(a)           amend its Articles of Incorporation
or Bylaws;


(b)           issue any stock options, warrants or
other rights calling for or permitting the issue, transfer, sale or delivery of
its capital stock;


(c)           pay or declare any cash dividend or
other dividend or distribution with respect to its capital stock;


(d)           issue, transfer, sell or deliver any
shares of its capital stock (or securities exercisable or exchangeable for or
convertible into with or without additional consideration, such capital stock);


(e)           redeem, purchase or otherwise acquire
for any consideration any outstanding shares of its capital stock or securities
carrying the right to acquire, or convertible into or exchangeable, with or
without additional consideration for, such stock;


(f)            merge or consolidate with any
corporation;


(g)           borrow money from any party or pledge
assets for any purpose;



 20
 









(h)           sell, lease, trade, exchange or
otherwise dispose of any capital assets;


(i)            authorize, incur or commit to any
single obligation in excess of $5,000;


(j)            authorize, incur or commit to
capital expenditures exceeding $5,000 in the aggregate in any fiscal quarter;


(k)           increase the compensation, whether
salary, bonus, fee, fringe benefit or other, payable by it to any of its
officers or directors;


(l)            effect any sale, lease, transfer,
pledge or disposition of assets outside of the ordinary course of business;


(m)          liquidate, dissolve or terminate its
corporate existence;


(n)           enter into any contract (including,
without limitation, any purchase or supply agreement, lease, or employment
agreement) outside the ordinary course of business;


(o)           enter into any employment or
consulting contract;


(p)           adopt (i) any bonus or employee
benefit plan or program, or (ii) any amendment to or change in any such plan or
program;


(q)           make any investment in, advance to,
loan to, or guarantee of any debt or other obligation of any Person;


(r)            make any material change in the
method of accounting except as may be required by generally accepted accounting
principles;


(s)           take any significant action relating
its financial statements or to tax returns;


(t)            discontinue any substantial part of
its business;


(u)           make any material changes in its
business;


(v)           institute, settle or concede to any
lawsuits or claims involving over $5,000 in the aggregate or which could have a
material adverse effect on it; or


(w)          engage in any other transaction not in
the ordinary course of business; or


(x)            enter into any contract with respect
to any of the foregoing.


4.8           Publicity.  Redpoint, Merger Sub and Robcor will consult
with each other before making any public announcements with respect to the
Merger or the transactions



 21
 









contemplated hereby, and any public announcements
shall be made only at such time and in such manner as Redpoint, Merger Sub,
Robcor and the Placement Agents shall mutually agree.


4.9           Business Continuation.  Following the Merger, the Surviving
Corporation will continue the historic business of Redpoint and/or use at least
a significant portion of Redpoint’s historic business assets in a business.


4.10         Assistance with 8-K Filing and Other
Subsequent Filings.  Robcor will
provide Redpoint with all necessary information and reasonable assistance in
order for Redpoint to prepare, on behalf of Robcor, a Current Report on Form
8-K relating to the Merger and the transactions relating thereto, to be filed
by Redpoint with the Securities and Exchange Commission promptly after
completion of the Merger, and cooperate with all future filings for Robcor or
Redpoint relating to all periods prior to Closing.


ARTICLE 5


CONDITIONS TO CLOSING

AND POST-CLOSING COVENANTS


5.1           Conditions to Obligations of
Redpoint.  The obligations of
Redpoint under this Agreement to effect the Merger shall be subject to the
satisfaction prior to the Closing Date of each of the following conditions:


(a)           Closing Deliveries.  At the Closing, Robcor shall have delivered
or caused to be delivered to Redpoint the following:


(i)            resolutions duly adopted by the
Board of Directors of each of Robcor and Merger Sub and the sole stockholder of
Merger Sub, and authorizing and approving the Merger and the execution,
delivery and performance of this Agreement;


(ii)           a certificate of good standing for
each of Robcor and Merger Sub from their jurisdiction of incorporation and the
various foreign jurisdictions in which they are qualified, dated not earlier
than three (3) days prior to the Closing Date;


(iii)          subject to compliance with Section
14(f) of the Exchange Act and Rule 14f-1 thereunder, written resignations of
all officers and directors of Robcor in office immediately prior to the
Closing, and board resolutions electing the following individuals to the
positions with Robcor listed opposite their names below: 


	
  F. Raymond Salemme, Ph.D.

  	
  Chief Executive Officer and Director

  
	
  Susan M. Welsh,
  M.D., MBA

  	
  President

  
	
  Scott M. Horvitz

  	
  Chief Financial Officer, Treasurer and Secretary

  
	
  Robert W.
  Bryant, Ph.D.

  	
  Vice President- Discovery Research

  
	
  Robert Chefitz

  	
  Director

  
	
  Leif Kjaergaard,
  Ph.D.

  	
  Director

  
	
  David Patchen

  	
  Director

  
	
  Philip L. Smith,
  Ph.D.

  	
  Director

  



 



 22
 









(iv)          certificates from each of Robcor,
Merger Sub and the Robcor Stockholders representing that the information set
forth in Section 5.1(b) is true as of the Closing Date;


(v)           a certificate, dated the Closing
Date, executed by the President and Chief Financial Officer of each of Robcor
and Merger Sub, certifying that, except for the filing of the Merger
Certificate: (i) all consents, authorizations, orders and approvals of, and
filings and registrations with, any court, governmental body or instrumentality
that are required for the execution and delivery of this Agreement and the
Merger Certificate and the consummation of the Merger shall have been duly made
or obtained, and all material consents by third parties required for the Merger
have been obtained; and (ii) no action or proceeding before any court,
governmental body or agency has been threatened, asserted or instituted to
restrain or prohibit, or to obtain substantial damages in respect of, this
Agreement or the Merger Certificate or the carrying out of the transactions
contemplated by any of the Transaction Documents (as defined in the Placement
Agency Agreement);


(vi)          evidence of cancellation of 1,150,000
shares of Robcor Common Stock held by Heitz;


(vii)         an executed copy of the registration
rights agreement in the form attached as

Appendix E to the PPM;


(viii)        an executed copy of the registration
rights agreement, dated March [9], 2007, by and among Robcor and certain
existing stockholders of Redpoint, in the form attached as Exhibit D
hereto; and


(ix)           such other documents as Redpoint may
reasonably request in connection with the transactions contemplated hereby.


(b)           Representations and Warranties to
be True.  The representations and
warranties of Robcor, Merger Sub and the Robcor Stockholders herein contained
shall be true in all material respects at the Closing with the same effect as
though made at such time.  Robcor, Merger
Sub and the Robcor Stockholders shall have performed in all material respects
all obligations and complied in all material respects with all covenants and
conditions required by this Agreement to be performed or complied with by them
at or prior to the Closing.


(c)           Equity Financing.  Prior to the Closing Date, Redpoint shall
have in escrow amounts from the Equity Financing of at least $20,000,000.


(d)           Stockholder Consent.  A requisite percentage of the Redpoint
stockholders shall have approved the Merger.


(e)           Opinion of Counsel.  Redpoint shall have received an opinion of
counsel, which shall also name the Placement Agents as an addressee, in form
and substance satisfactory to Redpoint, from counsel to Robcor and the Merger
Sub as to matters as Redpoint or its counsel may reasonably request.



 23
 









(f)            No Restraining Action.   No action or proceeding before any court,
governmental body or agency shall have been threatened, asserted or instituted
to restrain or prohibit, or to obtain substantial damages in respect of, this
Agreement or the Merger Certificate or the carrying out of the transactions
contemplated by this Agreement.


5.2           Conditions to Obligations of
Robcor, Merger Sub and the Robcor Stockholders.  The obligations of Robcor, Merger Sub and the
Robcor Stockholders under this Agreement to effect the Merger shall be subject
to the satisfaction prior to the Closing Date of each of the following
conditions:


(a)           Closing Deliveries.  On the Closing Date, Redpoint shall have
delivered to Robcor such documents as Robcor may reasonably request in
connection with the transactions contemplated hereby.


(b)           Representations and Warranties to
be True.  The representations and
warranties of Redpoint herein contained shall be true in all material respects
at the Closing with the same effect as though made at such time.  Redpoint shall have performed in all material
respects all obligations and complied in all material respects with all covenants
and conditions required by this Agreement to be performed or complied with by
them at or prior to the Closing.


5.3           Spinoff.  Robcor shall have distributed its entire
membership interest in Robcor, LLC to Heitz and Heitz shall have assumed all of
the pre-Closing liabilities of Robcor, LLC of any kind whatsoever immediately
following the Closing (the “Spinoff”). 
The Spinoff, which will occur immediately following the Closing, will be
effected in compliance with all applicable laws, including without limitation,
the applicable provisions of the Florida BCA and Kentucky Revised Statutes and
any other applicable state and federal laws. 
The consummation of the Spinoff will not require any consent, release,
waiver or approval that would adversely affect Robcor.  The consummation of the Spinoff will not give
rise to or trigger the application of any right of any third party that has not
been waived by such party in a writing signed by it.  The consummation of the Spinoff will not
conflict with, or (with or without notice or lapse of time, or both) result in
a termination, breach, impairment or violation of (a) any provision of the
Articles of Incorporation or Bylaws of Robcor; (b) any note, bond, lease,
mortgage, indenture, license, franchise, permit, agreement, contract or other
instrument or obligation (whether oral or written) to which Robcor is or was a
party or by which Robcor is or was bound; or (c) any federal, state, local or
foreign statute, law concession, grant, franchise, permit or other governmental
authorization or approval applicable to Robcor.



 24
 









ARTICLE
6


TERMINATION;
AMENDMENT; WAIVER


6.1           Termination
by Mutual Agreement.  This Agreement
may be terminated and the Merger may be abandoned at any time prior to the
Effective Time, whether before or after the approval of the Merger by Redpoint
stockholders, by mutual written consent of Redpoint and Robcor by action of
their respective Boards of Directors.


6.2           Termination by either Robcor or
Redpoint.  This Agreement may be
terminated and the Merger may be abandoned at any time prior to the Effective
Time by action of the Board of Directors of either Robcor or Redpoint if:


(a)           the Merger shall not have been
consummated by April 6, 2007, whether such date is before or after the date of
approval of the Merger by Redpoint stockholders (the “Termination Date”);
or


(b)           any law permanently restraining,
enjoining or otherwise prohibiting consummation of the Merger shall become
final and non-appealable (whether before or after the approval of the Merger by
Redpoint stockholders and Robcor stockholders); provided, however, that the
right to terminate this Agreement pursuant to this Section 6.2 shall not be
available to any party that has breached in any material respect its
obligations under this Agreement in any manner that shall have proximately
contributed to the occurrence of the failure of the Merger to be consummated.


6.3           Termination by Redpoint.  This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, whether before
or after the approval of the Merger by Redpoint stockholders and Robcor
stockholders by action of Redpoint’s Board of Directors, if:


(a)           (i) any of Robcor’s representations
and warranties shall have been inaccurate as of the date of this Agreement,
such that the condition set forth in Section 5.1 would not be satisfied, or
(ii) if (A) any of Robcor’s representations and warranties become inaccurate as
of a date subsequent to the date of this Agreement (as if made on such
subsequent date), such that the condition set forth in Section 5.1 would not be
satisfied and (B) such inaccuracy has not been cured by Robcor within ten (10)
business days after its receipt of written notice thereof and remains uncured
at the time notice of termination is given, or (iii) Robcor’s representation
and warranties with respect to its capitalization are inaccurate such that
there are shares or rights to obtain shares outstanding in addition to those
initially disclosed;


(b)           Redpoint’s due diligence examination
of Robcor and its assets and business reveals information that varies
materially or adversely from the understandings upon which Redpoint agreed to
proceed with the transactions contemplated by this Agreement, as determined by
Redpoint in its reasonable discretion;


(c)           Redpoint receives an unsolicited
proposal or offer from any Person other than Robcor or any of its affiliates,
or a solicited or unsolicited proposal or offer from any entity with which
Redpoint has had merger or acquisition discussions within the thirty (30) day



 25















period prior to the date hereof, or any affiliate
thereof, for a tender or exchange offer, merger, consolidation or other
business combination involving Redpoint or any proposal to acquire in any
manner a substantial equity interest in, or all or substantially all of the
assets of Redpoint (an “Acquisition Proposal”), and the Board of
Directors of Redpoint determines in good faith that its fiduciary obligations
under applicable law require that such Acquisition Proposal be accepted; or


(d)                                 since
the date of this Agreement, Robcor shall have suffered any material adverse
effect on its financial condition, results of operations or business.


6.4                                 Termination
by Robcor.  This Agreement may be
terminated and the Merger may be abandoned at any time prior to the Effective
Time, whether before or after the approval of the Merger by Redpoint
stockholders and Robcor stockholders, by action of the Board of Directors of
Robcor, if (i) any of Redpoint’s representations and warranties shall have been
inaccurate as of the date of this Agreement, such that the condition set forth
in Section 5.2 would not be satisfied, or (ii) if (A) any of Redpoint’s
representations and warranties become inaccurate as of a date subsequent to the
date of this Agreement (as if made on such subsequent date), such that the
condition set forth in Section 5.2 would not be satisfied and (B) such
inaccuracy has not been cured by Redpoint within ten (10) business days after
its receipt of written notice thereof and remains uncured at the time notice of
termination is given.


6.5                                 Effect
of Termination and Abandonment.  In
the event of termination of this Agreement and the abandonment of the Merger
pursuant to this Article 6, this Agreement shall become void and of no effect
with no liability on the part of any party hereto (or of any of its directors,
officers, employees, consultants, contractors, agents, legal and financial
advisors, or other representatives); provided, however, that except as
otherwise provided herein, no such termination shall relieve any party hereto
of any liability or damages resulting from any willful breach of this
Agreement.


ARTICLE 7



INDEMNIFICATION


7.1                                 Survival
of Warranties.


(a)                                  Representations,
Warranties and Covenants made by Robcor, Robcor, LLC, Merger Sub and the Robcor
Stockholders.  All representations,
warranties and covenants made by Robcor, Robcor, LLC, Merger Sub and the Robcor
Stockholders herein, or in any certificate, schedule or exhibit delivered
pursuant hereto, shall survive the Closing and continue in full force and
effect for a period of twelve (12) months following the Closing Date, except
that the representations and warranties contained in Section 3.10 shall survive
until sixty (60) days following the expiration of the applicable statute of
limitations.  Notwithstanding the
preceding sentence, any claim for indemnity for breach of a representation or
warranty in respect of which indemnity may be sought under this Agreement shall
survive the time at which such representation or warranty otherwise would
terminate pursuant to the preceding sentence, if notice of the inaccuracy or
breach thereof giving rise to such right of indemnity shall have been given to
the party against whom such indemnity may be sought prior to such time.



 26
 









(b)                                 Representations,
Warranties and Covenants made by Redpoint. 
All representations, warranties and covenants made by Redpoint herein,
or in any certificate, schedule or exhibit delivered pursuant hereto, shall
survive the Closing and continue in full force and effect for a period of
twelve (12) months following the Closing Date. 
Notwithstanding the preceding sentence, any claim for indemnity for
breach of a representation or warranty in respect of which indemnity may be
sought under this Agreement shall survive the time at which such representation
or warranty otherwise would terminate pursuant to the preceding sentence, if
notice of the inaccuracy or breach thereof giving rise to such right of
indemnity shall have been given to the party against whom such indemnity may be
sought prior to such time.


7.2                                 Indemnification.


(a)                                  Redpoint
Indemnification.  From and after the
Closing and for a period of twelve (12) months following the Closing Date,
subject to the limitations set forth in this Article 7, Redpoint will
indemnify, defend, and hold harmless Robcor, Robcor, LLC, Merger Sub, the
Robcor Stockholders and their respective stockholders, officers, directors,
agents, attorneys and employees (the “Robcor Indemnified Persons”) from
and against any and all losses, costs, damages, liabilities and expenses
arising from claims, demands, actions, causes of action, including, without
limitation, attorneys’ fees and expenses of investigation and defense (net of
any directly related insurance payments or recoveries received or to be
received from third party insurers) (collectively, “Robcor Damages”)
arising out of any misrepresentation or breach of or default in connection with
any of the representations, warranties, covenants and agreements given or made
by Redpoint in this Agreement or any exhibit or schedule to this Agreement
(each a “Redpoint Breach” and collectively, “Redpoint Breaches”).


(b)                                 Robcor,
Robcor, LLC, Merger Sub and the Robcor Stockholders Indemnification.


(i)                                     From
and after the Closing and for a period of twelve (12) months following the
Closing Date, subject to the limitations set forth in this Article 7 and as
modified by Section 7.2(b)(ii), Robcor, Robcor, LLC, Merger Sub and the Robcor
Stockholders will, jointly and severally, indemnify, defend, and hold harmless
Redpoint and its respective stockholders, officers, directors, agents,
attorneys and employees (the “Redpoint Indemnified Persons”) from and
against any and all losses, costs, damages, liabilities and expenses arising
from claims, demands, actions, causes of action, including, without limitation,
attorneys’ fees and expenses of investigation and defense (net of any directly
related insurance payments or recoveries received or to be received from third
party insurers) (collectively, “Redpoint Damages”) arising out of any
misrepresentation or breach of or default in connection with any of the
representations, warranties, covenants and agreements given or made by Robcor,
Robcor, LLC, Merger Sub and/or the Robcor Stockholders in this Agreement or any
exhibit or schedule to this Agreement (each a “Robcor Breach” and
collectively, “Robcor Breaches”).


(ii)                                  From
and after the Closing and for a period of sixty (60) days following the
expiration of the applicable statute of limitations, Robcor, LLC and the Robcor
Stockholders will, jointly and severally, indemnify, defend, and hold harmless
the Redpoint Indemnified Persons from Redpoint Damages arising out of any
misrepresentation or breach of or default in connection with any of the
representations and warranties set forth in



 27
 









Section 3.10 and any Taxes (including, without
limitation, any obligation to contribute to the payment of a tax determined on
a combined or unitary basis with respect to a group of corporations that
includes or included Robcor, Robcor, LLC or Merger Sub) imposed on the Redpoint
Indemnified Persons or for which the Redpoint Indemnified Persons may otherwise
be liable for any Pre-Closing Tax Period or with respect to the Spinoff or the
Merger to the extent that such Taxes are not reflected as liabilities on Robcor’s
Financial Statements.


7.3                                 No
Liability for Stockholders.  Except
as otherwise set forth in this Agreement, in no event shall the stockholders of
Redpoint be liable to Robcor, Robcor, LLC, Merger Sub, the Robcor Stockholders,
or nor shall the stockholders of Robcor be liable to Redpoint or the other
indemnitees described in Section 7.2, for any consequential, exemplary,
punitive, or speculative damages, except to the extent any such otherwise
excluded damages are a component of Damages which arise out of a third party
claim for which such indemnified party becomes liable and for which third party
claim they are entitled to indemnification pursuant to this Article 7.


7.4                                 Indemnification
by Heitz and Robcor, LLC.  Heitz and
Robcor, LLC hereby agree to, jointly and severally, indemnify and hold harmless
Robcor and Redpoint and any agents or employees of either Robcor or Redpoint
for a period of eighteen (18) months from the date of this Agreement from and
against any and all loss, damage or liability due to or arising from the
conduct of business or operations of Robcor, LLC by Heitz or Robcor, LLC, or
the use of any properties, premises or site controlled, utilized, owned or
operated by Robcor and Robcor, LLC.


ARTICLE 8


DEFINITIONS


8.1                                 Definitions.  When used in this Agreement, the following
terms shall have the meanings assigned to them in this Section 8.1, or in the
applicable Section of this Agreement to which reference is made in this Section
8.1.


“CERCLA” shall mean the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended.


“Business Location” shall mean any premises
currently or previously owned or operated by Robcor or Robcor, LLC.


“Environmental Law” shall mean any federal,
state or local law, statute, regulation, order or Permit issued to Robcor,
judgment entered against Robcor, or the common law, relating to the
environment, occupational health and safety, or exposure of persons or property
to Materials of Environmental Concern, including any such law, statute, regulation,
order, Permit, judgment or the common law pertaining to:  (i) the presence of or the treatment,
storage, disposal, generation, transportation, handling, distribution,
manufacture, processing, use, import, export, labeling, recycling,
registration, investigation or remediation of Materials of Environmental
Concern; (ii) air, water and noise pollution; (iii) groundwater and soil
contamination; (iv) the release, threatened release, or accidental release into
the environment, the workplace or other areas of



 28
 









Materials of Environmental Concern, including emissions, discharges,
injections, spills, escapes or dumping of Materials of Environmental Concern;
(v) community or worker right-to-know disclosures with respect to Materials of
Environmental Concern; (vi) the protection of wild life, marine life and
wetlands, and endangered and threatened species; (vii) storage tanks, vessels,
containers, abandoned or discarded barrels and other closed receptacles.  As used above, the term “release” shall have
the meaning set forth in CERCLA.


“Equity Financing” shall mean the private
offering of units (“Units”) comprised of one (1) share of Robcor Common
Stock and a three-year warrant to buy 25% of the number of shares of Robcor
Common Stock purchased with a cash exercise price of $3.75 per share, and which
Units are being offered at a purchase price of $2.25 per Unit to “accredited
investors” as such term is defined in Regulation D promulgated under the
Securities Act, pursuant to the terms of the PPM.


“Florida BCA” shall mean the Business
Corporation Act of the State of Florida.


“GAAP” shall mean United States generally
accepted accounting principles.


“Governmental Entity” shall mean any court,
arbitrational tribunal, administrative agency or commission or other governmental
or regulatory authority or agency.


“Materials of Environmental Concern” shall mean
any:  pollutants, contaminants or
hazardous substances (as such terms are defined under CERCLA), pesticides (as
such term is defined under the Federal Insecticide, Fungicide and Rodenticide
Act), solid wastes and hazardous wastes (as such terms are defined under the
Resource Conservation and Recovery Act), other hazardous, radioactive or toxic
materials, oil, petroleum and petroleum products (and fractions thereof), or any
other chemical or material (or article containing such chemical or material)
listed or subject to regulation under any law, statute, rule, regulation,
order, Permit, or directive due to its potential, directly or indirectly, to
harm the environment or the health of humans or other living beings.


“Permits” shall mean all permits, licenses,
registrations, certificates, orders, approvals, franchises, variances and
similar rights issued by or obtained from any Governmental Entity (including
those issued or required under Environmental Laws and those relating to the
occupancy or use of owned or leased real property).


“Person” shall mean any natural person,
corporation, limited liability company, partnership, firm, joint venture,
joint-stock company, trust, association, governmental authority, unincorporated
entity or organization of any kind.


“Placement Agency Agreement” shall mean that
certain Placement Agency Agreement dated December 4, 2006 by and among Redpoint
and the Placement Agents.


“Placement Agents” shall mean National
Securities Corporation and Brean Murray, Carret & Co., LLC, both registered
broker-dealers and members of the National Association of Securities Dealers,
Inc.



 29
 









“PPM” shall mean Redpoint’s Confidential
Private Placement Memorandum, dated December 4, 2006, and all exhibits and
supplements thereto, up to the date hereof, relating to the Equity Financing.


“Pre-Closing Tax Period” means any taxable
period or portion thereof that is not a Post-Closing Tax Period.  “Post-Closing Tax Period” means any
taxable period or portion thereof beginning after the Closing Date.  If a taxable period begins on or prior to the
Effective Date and ends after the Effective Date, then the portion of the
taxable period that begins on the day following the Effective Date shall
constitute a Post-Closing Tax Period. 
For the avoidance of doubt, for purposes of this Agreement, any Tax
resulting from the transactions contemplated by this Agreement is attributable
to the Pre-Closing Tax Period.  In the
case of any Taxes that are imposed on a periodic basis and are payable for a
taxable period that includes, but does not end on, the Effective Date, the
portion of such Tax which relates to the portion of such taxable period ending
on the Effective Date shall in the case of any Taxes, other than Taxes based
upon or related to income or receipts, or franchise Taxes, or Taxes based on
capitalization, debt or shares of stock authorized, issued or outstanding, or
ad valorem Taxes, be deemed to be the amount of such Tax for the entire taxable
period multiplied by a fraction, the numerator of which is the number of days
in the taxable period ending on the Effective Date and the denominator of which
is the number of days in the entire taxable period.  In the case of all other Taxes arising in a
taxable period that includes, but does not end on, the Closing Date the
allocation of such Taxes between the Pre-Closing Tax Period and the
Post-Closing Tax Period shall be made on the basis of an interim closing of the
books as of the end of the Effective Date.


“Put Option Agreement” shall mean the Put
Option Agreement dated May 9, 2006, by and among Halter Financial Investments,
L.P., Robcor and Heitz.


“Reorganization Merger” shall mean the second
merger following the Merger in which Robcor shall merge with and into Redpoint
in order to (i) change the domicile of Robcor from a Florida corporation to a
Delaware corporation, (ii) change the name of Robcor to “Redpoint Bio
Corporation”, and (iii) effect a reverse stock split of the shares of Robcor Common
Stock.


“Subscription Agreement” shall mean the
Subscription Agreements by and among each of the investors in the Equity
Financing and Redpoint, which have been or will be executed in connection with
the Equity Financing.


“Tax” or “Taxes” (and with correlative
meaning, “Taxation”) means (whether disputed or not) any tax and any
duty, impost, levy custom, fee, or government charge or other like assessment
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto), imposed by any government entity or
other taxing authority, including (without limitation) income tax, alternative
minimum tax, national insurance and social security contributions, capital
gains tax, value added tax, customs, excise and import duties, franchise tax,
windfall or other profits taxes, gross receipts tax, property tax, sales tax,
use tax, occupation taxes, capital stock tax, payroll tax, employment tax,
worker’s compensation, unemployment tax, net worth tax, taxes in the nature of
withholding, ad valorem tax, stamp tax, transfer tax, or gains taxes or escheat
or unclaimed property, including any liability for the payment of the foregoing
as a result of being or having been a member of an affiliated, consolidated,
combined, unitary or aggregate group and any liability for the payment of the



 30
 









foregoing as a result of being or having been party to any tax sharing
agreement or any express or implied obligation to indemnify any other person.


“Tax Return” means any return, report, declaration,
form, claim for refund or information return or statement relating to Taxes,
including any schedule or attachment thereto and including any amendment
thereof.


8.2                                 Other
Defined Terms.  The following terms
have the meanings assigned to such terms in the Sections of the Agreement set
forth below:


	
  Agreement

  	
  Preamble

  
	
  Acquisition
  Proposal

  	
  6.3(c)

  
	
  Closing

  	
  1.10

  
	
  Closing Date

  	
  1.10

  
	
  Code

  	
  Recitals

  
	
  DGCL

  	
  Recitals

  
	
  Effective Time

  	
  1.1(a)

  
	
  Exchange Act

  	
  1.3(b)

  
	
  Halter

  	
  Preamble

  
	
  Heitz

  	
  Preamble

  
	
  Junior Preferred
  Stock

  	
  1.4(b)

  
	
  Lien

  	
  3.11

  
	
  Merger

  	
  Recitals

  
	
  Merger
  Certificate

  	
  1.1(b)

  
	
  Merger Sub

  	
  Preamble

  
	
  Plans

  	
  1.9

  
	
  Redpoint

  	
  Preamble

  
	
  Redpoint 5%
  Notes

  	
  1.4(c)

  
	
  Redpoint Breach

  	
  7.2(a)

  
	
  Redpoint
  Certificates

  	
  1.7(a)

  
	
  Redpoint Common
  Stock

  	
  1.4(a)

  
	
  Redpoint Damages

  	
  7.2(b)

  
	
  Redpoint
  Disclosure Schedule

  	
  Article 2

  
	
  Redpoint
  Indemnified Persons

  	
  7.2(b)

  
	
  Redpoint Options

  	
  1.4(d)

  
	
  Redpoint
  Preferred Stock

  	
  1.4(b)

  
	
  Redpoint
  Warrants

  	
  1.4(e)

  
	
  Redpoint’s
  Audited Financials

  	
  2.6(a)

  
	
  Redpoint’s
  Financials

  	
  2.6(b)

  
	
  Redpoint’s
  Interim Financials

  	
  2.6(b)

  
	
  Robcor

  	
  Preamble

  
	
  Robcor Breach

  	
  7.2(b)

  
	
  Robcor Common
  Stock

  	
  3.2

  
	
  Robcor Damages

  	
  7.2(a)

  
	
  Robcor
  Disclosure Schedule

  	
  Article 3

  
	
  Robcor
  Indemnified Persons

  	
  7.2(a)

  
	
  Robcor, LLC

  	
  Preamble

  



 



 31
 









 


	
  Robcor Preferred Stock

  	
  3.2

  
	
  Robcor Shares

  	
  1.4

  
	
  Robcor
  Stockholders

  	
  Preamble

  
	
  Robcor’s Audited
  Financials

  	
  3.7(a)

  
	
  Robcor’s
  Financial Statements

  	
  3.7(b)

  
	
  SEC Documents

  	
  3.6(a)

  
	
  Securities Act

  	
  1.11

  
	
  Series A
  Preferred Stock

  	
  1.4(b)

  
	
  Spinoff

  	
  5.3

  
	
  Surviving
  Corporation

  	
  1.1(a)

  
	
  Termination Date

  	
  6.2(a)

  



 


ARTICLE 9


GENERAL PROVISIONS


9.1                                 Notices.  All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy, electronic
or digital transmission method; the day after it is sent, if sent for next day
delivery to a domestic address by recognized delivery service (e.g., Federal
Express); and upon receipt, if sent by certified or registered mail, return
receipt requested.  In each case notice
shall be sent to the recipient as set forth below:


If to Redpoint, to:


Redpoint Bio Corporation


2005 Eastpark Blvd.


Cranbury, NJ 08512-3515


Attn:  Scott
Horvitz


Facsimile: 
(609) 860-5900


With a required copy to:


Morgan, Lewis & Bockius, LLP


502 Carnegie Center


Princeton, New Jersey 
08540


Attn:  Andrew P.
Gilbert, Esq.


Facsimile: 
(609) 919-6701


If to Robcor, Robcor, LLC or Merger Sub, to:


Robcor Properties, Inc.


3503 Castlegate Court


Lexington, Kentucky 
40502


Attn: Michael Heitz


Facsimile: 
(940) 455-7337



 32
 









If to Halter, to:


Halter Financial Investments, L.P.


12890 Hilltop Road


Argyle, Texas 
76226


Attn: Timothy P. Halter


Facsimile: 
(940) 455-7337


No notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the party for whom it is intended.  Any party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.


9.2                                 Interpretation.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 
References to Sections and Articles refer to sections and articles of
this Agreement unless otherwise stated.


9.3                                 Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated and the parties
shall negotiate in good faith to modify this Agreement to preserve each party’s
anticipated benefits under this Agreement.


9.4                                 Miscellaneous.  This Agreement (together with all other
documents and instruments referred to herein): (a) constitutes the entire
agreement and supersedes all other prior agreements and undertakings, both
written and oral, among the parties with respect to the subject matter hereof;
(b) except as expressly set forth herein, is not intended to confer upon any
other Person any rights or remedies hereunder and (c) shall not be assigned by
operation of law or otherwise, except as may be mutually agreed upon by the
parties hereto.


9.5                                 Separate
Counsel.  Each party hereby expressly
acknowledges that it has been advised to seek its own separate legal counsel
for advice with respect to this Agreement, and that no counsel to any party
hereto has acted or is acting as counsel to any other party hereto in
connection with this Agreement.


9.6                                 Governing
Law; Venue.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware.  Any and all actions
brought under this Agreement shall be brought in the state and/or federal
courts of the United States sitting in Delaware and each party hereby waives
any right to object to the convenience of such venue.


9.7                                 Counterparts
and Facsimile Signatures.  This
Agreement may be executed in two or more counterparts, which together shall
constitute a single agreement.  This
Agreement and any documents relating to it may be executed and transmitted to
any other party by facsimile



 33
 









or electronic mail, which facsimile or electronic mail
shall be deemed to be, and utilized in all respects as, an original, wet-inked
document.


9.8                                 Amendment.  This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all parties hereto.


9.9                                 No
Third Party Beneficiaries.  Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto.  This Agreement shall not be deemed to confer
upon any Person not a party hereto any rights or remedies hereunder.  Notwithstanding the foregoing, the Placement
Agents are the third party beneficiaries to the representations and warranties
made by Redpoint in Article 2 of this Agreement and by Robcor, Merger Sub and
the Robcor Stockholders in Article 3 of this Agreement.


9.10                           Waiver.  No waiver by any party of any default or
breach by another party of any representation, warranty, covenant or condition
contained in this Agreement shall be deemed to be a waiver of any subsequent
default or breach by such party of the same or any other representation,
warranty, covenant or condition.  No act,
delay, omission or course of dealing on the part of any party in exercising any
right, power or remedy under this Agreement or at law or in equity shall
operate as a waiver thereof or otherwise prejudice any of such party’s rights,
powers and remedies.  All remedies,
whether at law or in equity, shall be cumulative and the election of any one or
more shall not constitute a waiver of the right to pursue other available
remedies.


9.11                           Expenses.  At or prior to the Closing, the parties
hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel and financial advisers.


9.12                           Schedules.  If there is any inconsistency between the
statements in the body of this Agreement and those in the schedules (other than
an exception expressly set forth in the schedules with respect to a
specifically identified representation or warranty), the statements in the body
of this Agreement will control.


9.13                           Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties and no
presumption or burden of proof will arise favoring or disfavoring any party
because of the authorship of any provision of this Agreement.


9.14                           Incorporation
of Exhibits and Schedules.  The
exhibits, schedules, and other attachments identified in this Agreement are
incorporated herein by reference and made a part hereof.


9.15                           Titles.  The titles, captions or headings of the
Articles and Sections herein are inserted for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of
this Agreement.



 34
 









9.16                           Tax
Treatment of Merger.


(a)                                  The
parties hereto intend, acknowledge, and agree as follows with respect to the
tax treatment of the Merger, and other transactions contemplated by this
Agreement, to the fullest extent permitted by law:


(i)                                     It
is intended that this Agreement be treated as a “Plan of Reorganization” within
the meaning of Section 368 of the Code.


(ii)                                  It
is intended that the Merger be treated as a reorganization within the meaning
of Section 368(a) of the Code. 
Accordingly, it is further intended that the transactions contemplated
by the Agreement not be taxable to the stockholders of Redpoint pursuant to
Section 354 of the Code.


(b)                                 The
parties to this Agreement agree to prepare all books and records, and file all
Tax Returns, and otherwise treat the transactions contemplated by this
Agreement, in a manner consistent with this Section 9.16.


[SIGNATURES
FOLLOW]



 35















IN WITNESS WHEREOF, the parties have executed this
Agreement and Plan of Merger as of the date first written above.


	
  

  	
   

  	
  REDPOINT BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ F. RAYMOND
  SALEMME, PH.D.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Raymond Salemme, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROBCOR PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ TIMOTHY P.
  HALTER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Halter

  
	
   

  	
   

  	
  Title: 

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROBCOR ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ TIMOTHY P.
  HALTER

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Timothy P. Halter

  
	
   

  	
   

  	
  Title: 

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROBCOR, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MICHAEL
  HEITZ

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Michael Heitz

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROBCOR STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Halter Financial Investments, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ TIMOTHY P.
  HALTER

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Timothy P. Halter

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ MICHAEL
  HEITZ

  	
   

  
	
   

  	
   

  	
  Michael Heitz

  
							



 













SCHEDULE
A


Exchange
of Securities













SCHEDULE
B


Robcor
Common Stock To Be Issued at Closing of Equity Financing













EXHIBIT A


CERTIFICATE
OF MERGER


MERGING



ROBCOR ACQUISITION CORP.


WITH AND INTO


REDPOINT BIO CORPORATION


 






 


Pursuant
to Section 251 of the


General
Corporation Law of the State of Delaware


 






 


 


Pursuant to the provisions
of Section 251 of the General Corporation Law of the State of Delaware (the
“DGCL”), the undersigned authorized person on behalf of Redpoint Bio
Corporation, a Delaware corporation (the “Surviving Corporation”), that is the
surviving entity resulting from the merger (the “Merger”) of Robcor Acquisition
Corp., a Delaware corporation (the “Merger Sub”), with and into the Surviving
Corporation, hereby certifies as follows:


 


FIRST:             The names and jurisdictions of
formation and organization of the constituent business entities in the Merger
(the “Constituent Corporations”) are:


 


Name:                                                        Jurisdiction:


Redpoint
Bio Corporation                             Delaware


Robcor
Acquisition Corp.                             Delaware


 


SECOND:        An Agreement and Plan of Merger dated as
of March 12, 2007 (the “Plan of Merger”), by and among the parties to the
Merger and Robcor Properties, Inc., a publicly traded Florida corporation
(“Robcor”), Robcor, LLC, a Kentucky limited liability company and wholly-owned
subsidiary of Robcor and Halter Financial Investments, L.P., a Texas limited
partnership and Michael Heitz, as stockholders of Robcor, setting forth, among
other things, the terms and conditions of the Merger of the Merger Sub with and
into the Surviving Corporation has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with
Section 251 of the DGCL.


 


THIRD:            The name of the business entity
surviving the Merger is: Redpoint Bio Corporation.


 


FOURTH:        The executed Agreement and Plan of
Merger and Restated Certificate of Incorporation of the Surviving Corporation
are on file at the principal place of business of the Surviving Entity, the
address of which is 2005 Eastpark Boulevard, Cranbury, New Jersey 08512.


 


FIFTH:             That the effective time of the
Merger shall be upon the filing of this Certificate of Merger (the “Effective
Time”).













 


 


SIXTH: That the Restated Certificate of Incorporation
of the Surviving Corporation shall be its Restated Certificate of
Incorporation.


 


SEVENTH:      That a copy of the executed Agreement and
Plan of Merger will be furnished, on request and without cost, to any member or
other person holding an interest in either of the Constituent
Corporations.  













IN WITNESS WHEREOF, Robcor
Acquisition Corp. and Redpoint Bio Corporation have caused this Certificate of
Merger to be signed by each of their respective officers this        
day of March, 2007.


 


 


	
  

  	
   

  	
  REDPOINT BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Raymond Salemme

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  ROBCOR ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Halter

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


















EXHIBIT B


AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION


OF


REDPOINT
BIO CORPORATION


* * * * *
* * * * * * *


Redpoint
Bio Corporation, a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:


1.             The name of the corporation is
Redpoint Bio Corporation (the “Corporation”). 
The original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on August 16, 1995.  An Amended and Restated Certificate was filed
on November 10, 2003.  A Certificate of
Amendment was filed on September 13, 2004. 
A Certificate of Amendment was filed on May 25, 2006. A Certificate of
Amendment was filed on November 29, 2006. 
The Corporation was originally incorporated under the name Linguagen
Corp.


2.             Pursuant to Sections 242 and 245 of
the General Corporation Law of the State of Delaware, this Amended and Restated
Certificate of Incorporation (the “Amended and Restated Certificate of
Incorporation”) restates and integrates and further amends the provisions of
the Amended and Restated Certificate of Incorporation, as amended, of the
Corporation.


3.             The text of the Certificate of
Incorporation, together with all subsequent amendments and restatements, is
hereby amended and restated in its entirety to read as follows:


                FIRST:                   The
name of the corporation is:  Redpoint Bio
Corporation


                SECOND:              The
address of its registered office in the State of Delaware is Corporation Service
Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of
New Castle, Delaware 19808.  The name of
its registered agent at such address is Corporation Service Company.


                THIRD:  The nature of the business or purpose to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.


 


                FOURTH:              The total number of shares of all
classes of capital stock which the Corporation shall have the authority to
issue is Fifty million shares comprised of (i) Forty Five Million (45,000,000)
shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii)
Five Million (5,000,000) shares of Preferred Stock, $0.0001 par value per share
(“Preferred Stock”).













The following is a statement of the designations and
the powers, privileges and rights, and the qualifications, limitations or
restrictions thereof in respect of each class of capital stock of the
Corporation.


A.            COMMON
STOCK.


1.             General.  The voting rights of the holders of the
Common Stock are subject to and qualified by the rights of the holders of the
Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.


2.             Voting.  The holders of the Common Stock are entitled
to one vote for each share held at all meetings of stockholders (and written
actions in lieu of meetings).  There
shall be no cumulative voting.


The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of Delaware.


B.            PREFERRED
STOCK.


1.             Preferred Stock may be issued from
time to time in one or more series, each of such series to have such terms as
stated or expressed herein and in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors of the Corporation
as hereinafter provided.  Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law.  Different series of Preferred Stock shall not
be construed to constitute different classes of shares for the purposes of
voting by classes unless expressly provided.


2.             Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Stock in one or more series,
and in connection with the creation of any such series, by resolution or
resolutions providing for the issue of the shares thereof, to determine and fix
the number of shares of such series and such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including without limitation thereof,
dividend rights, conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such resolutions, all to the
full extent now or hereafter permitted by the General Corporation Law of
Delaware.  Without limiting the
generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or
rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law.  Except as
otherwise provided in this Amended and Restated Certificate of Incorporation,
no vote of the holders of the Preferred Stock or Common Stock shall be a
prerequisite to the designation or issuance of any shares of any series of the
Preferred Stock authorized by and complying with the conditions of this 



 2
 









Amended and Restated Certificate of
Incorporation, the right to have such vote being expressly waived by all
present and future holders of the capital stock of the Corporation.


3.             The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares then outstanding)
by the affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of Delaware.


                FIFTH:                   The Corporation shall have
perpetual existence.


 


                SIXTH:                  In furtherance and not in
limitation of the powers conferred by statute, the board of directors is
expressly authorized to make, alter and repeal the By-Laws of the Corporation.


 


                SEVENTH:            Elections
of directors need not be by written ballot unless the By-Laws of the
Corporation so provide.  Meetings of
stockholders may be held within or without the State of Delaware, as the
By-Laws may provide.  The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the By-Laws of the Corporation.


 


                EIGHTH:                Directors
of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the same exists
or may hereafter be amended.  Any
amendment, modification or repeal of the foregoing sentence shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission occurring prior to the time such amendment,
modification or repeal.  


 


                NINTH:                  The Corporation reserves the
right to amend, alter, change or repeal any provision contained in this Amended
and Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute and this Amended and Restated Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.


 


                TENTH: The Corporation
shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as amended from time to time, indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was, or has agreed to become, a director or officer of the Corporation,
or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer, partner, employee or trustee of, or in a
similar capacity with, another Corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to 



 3
 









hereafter as an “Indemnitee”), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of an Indemnitee in
connection with such action, suit or proceeding and any appeal therefrom.


 


As a condition precedent to an Indemnitee’s right to
be indemnified, the Indemnitee must notify the Corporation in writing as soon
as practicable of any action, suit, proceeding or investigation involving such
Indemnitee for which indemnity will or could be sought.  With respect to any action, suit, proceeding
or investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.


 


In the event that the Corporation does not assume the
defense of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article, the Corporation shall pay in
advance of the final disposition of such matter any expenses (including
attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom; provided, however, that
the payment of such expenses incurred by an Indemnitee in advance of the final
disposition of such matter shall be made only upon receipt of an undertaking by
or on behalf of the Indemnitee to repay all amounts so advanced in the event
that it shall ultimately be determined that the Indemnitee is not entitled to
be indemnified by the Corporation as authorized in this Article, which
undertaking shall be accepted without reference to the financial ability of the
Indemnitee to make such repayment; and further  provided that no such advancement of expenses shall be made
under this Article if it is determined that (i) the Indemnitee did not act
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, or (ii) with respect to any
criminal action or proceeding, the Indemnitee had reasonable cause to believe
his conduct was unlawful.


The Corporation shall not indemnify an Indemnitee
pursuant to this Article in connection with a proceeding (or part thereof)
initiated by such Indemnitee unless the initiation thereof was approved by the
Board of Directors of the Corporation. 
In addition, the Corporation shall not indemnify an Indemnitee to the
extent such Indemnitee is reimbursed from the proceeds of insurance, and in the
event the Corporation makes any indemnification payments to an Indemnitee and
such Indemnitee is subsequently reimbursed from the proceeds of insurance, such
Indemnitee shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance reimbursement.


All determinations hereunder as to the entitlement of
an Indemnitee to indemnification or advancement of expenses shall be made in
each instance (a) by a majority vote of the directors of the Corporation
consisting of persons who are not at that time parties to the action, suit or
proceeding in question (“disinterested directors”), whether or not a quorum, (b) by
a committee of disinterested directors designated by majority vote of
disinterested directors, whether or not a quorum, (c) if there are no 



 4
 









disinterested directors, or if the disinterested
directors so direct, by independent legal counsel (who may, to the extent
permitted by law, be regular legal counsel to the Corporation) in a written
opinion, or (d) by the stockholders of the Corporation.


The rights provided in this Article (i) shall not
be deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or disinterested directors or
otherwise, and (ii) shall inure to the benefit of the heirs, executors and
administrators of the Indemnitees.  The
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.


*****



 5
 









IN WITNESS WHEREOF, the Amended and Restated
Certificate of Incorporation has been signed under the seal of the Corporation
this       day of
March, 2007.


 


	
  

  	
   

  	
  REDPOINT BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  F. Raymond Salemme, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  



 



 6















 


EXHIBIT C


BY-LAWS


OF


REDPOINT BIO
CORPORATION


 


















 


BY-LAWS


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I STOCKHOLDERS  

  	
   

  	
  1

  
	
   

  	
  1.1

  	
   

  	
   

  	
  Place of Meetings

  	
   

  	
  1

  
	
   

  	
  1.2

  	
   

  	
   

  	
  Annual Meeting

  	
   

  	
  1

  
	
   

  	
  1.3

  	
   

  	
   

  	
  Special Meetings

  	
   

  	
  1

  
	
   

  	
  1.4

  	
   

  	
   

  	
  Notice of Meetings

  	
   

  	
  1

  
	
   

  	
  1.5

  	
   

  	
   

  	
  Voting List

  	
   

  	
  2

  
	
   

  	
  1.6

  	
   

  	
   

  	
  Quorum

  	
   

  	
  2

  
	
   

  	
  1.7

  	
   

  	
   

  	
  Adjournments

  	
   

  	
  2

  
	
   

  	
  1.8

  	
   

  	
   

  	
  Voting and Proxies

  	
   

  	
  2

  
	
   

  	
  1.9

  	
   

  	
   

  	
  Action at Meeting

  	
   

  	
  3

  
	
   

  	
  1.10

  	
   

  	
   

  	
  Conduct of Meetings.

  	
   

  	
  3

  
	
   

  	
  1.11

  	
   

  	
   

  	
  Action without Meeting.

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II DIRECTORS  

  	
   

  	
  5

  
	
   

  	
  2.1

  	
   

  	
   

  	
  General Powers

  	
   

  	
  5

  
	
   

  	
  2.2

  	
   

  	
   

  	
  Number; Election and Qualification

  	
   

  	
  5

  
	
   

  	
  2.3

  	
   

  	
   

  	
  Enlargement of the Board

  	
   

  	
  5

  
	
   

  	
  2.4

  	
   

  	
   

  	
  Tenure

  	
   

  	
  5

  
	
   

  	
  2.5

  	
   

  	
   

  	
  Vacancies

  	
   

  	
  5

  
	
   

  	
  2.6

  	
   

  	
   

  	
  Resignation

  	
   

  	
  5

  
	
   

  	
  2.7

  	
   

  	
   

  	
  Regular Meetings

  	
   

  	
  6

  
	
   

  	
  2.8

  	
   

  	
   

  	
  Special Meetings

  	
   

  	
  6

  
	
   

  	
  2.9

  	
   

  	
   

  	
  Notice of Special Meetings

  	
   

  	
  6

  
	
   

  	
  2.10

  	
   

  	
   

  	
  Meetings by Conference Communications Equipment

  	
   

  	
  6

  
	
   

  	
  2.11

  	
   

  	
   

  	
  Quorum

  	
   

  	
  6

  
	
   

  	
  2.12

  	
   

  	
   

  	
  Action at Meeting

  	
   

  	
  6

  
	
   

  	
  2.13

  	
   

  	
   

  	
  Action by Consent

  	
   

  	
  6

  
	
   

  	
  2.14

  	
   

  	
   

  	
  Removal

  	
   

  	
  7

  
	
   

  	
  2.15

  	
   

  	
   

  	
  Committees

  	
   

  	
  7

  
	
   

  	
  2.16

  	
   

  	
   

  	
  Compensation of Directors

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III OFFICERS  

  	
   

  	
  7

  
	
   

  	
  3.1

  	
   

  	
   

  	
  Titles

  	
   

  	
  7

  
	
   

  	
  3.2

  	
   

  	
   

  	
  Election

  	
   

  	
  7

  
	
   

  	
  3.3

  	
   

  	
   

  	
  Qualification

  	
   

  	
  8

  
	
   

  	
  3.4

  	
   

  	
   

  	
  Tenure

  	
   

  	
  8

  
	
   

  	
  3.5

  	
   

  	
   

  	
  Resignation and Removal

  	
   

  	
  8

  
	
   

  	
  3.6

  	
   

  	
   

  	
  Vacancies

  	
   

  	
  8

  
	
   

  	
  3.7

  	
   

  	
   

  	
  Chairman of the Board

  	
   

  	
  8

  



 



 i
 









 


	
  

  	
  3.8

  	
   

  	
   

  	
  President; Chief Executive Officer

  	
   

  	
  8

  
	
   

  	
  3.9

  	
   

  	
   

  	
  Vice Presidents

  	
   

  	
  9

  
	
   

  	
  3.10

  	
   

  	
   

  	
  Secretary and Assistant Secretaries

  	
   

  	
  9

  
	
   

  	
  3.11

  	
   

  	
   

  	
  Treasurer and Assistant Treasurers

  	
   

  	
  9

  
	
   

  	
  3.12

  	
   

  	
   

  	
  Salaries

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV CAPITAL STOCK  

  	
   

  	
  10

  
	
   

  	
  4.1

  	
   

  	
   

  	
  Issuance of Stock

  	
   

  	
  10

  
	
   

  	
  4.2

  	
   

  	
   

  	
  Certificates of Stock

  	
   

  	
  10

  
	
   

  	
  4.3

  	
   

  	
   

  	
  Transfers

  	
   

  	
  11

  
	
   

  	
  4.4

  	
   

  	
   

  	
  Lost, Stolen or Destroyed Certificates

  	
   

  	
  11

  
	
   

  	
  4.5

  	
   

  	
   

  	
  Record Date

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V GENERAL PROVISIONS  

  	
   

  	
  12

  
	
   

  	
  5.1

  	
   

  	
   

  	
  Fiscal Year

  	
   

  	
  12

  
	
   

  	
  5.2

  	
   

  	
   

  	
  Corporate Seal

  	
   

  	
  12

  
	
   

  	
  5.3

  	
   

  	
   

  	
  Waiver of Notice

  	
   

  	
  12

  
	
   

  	
  5.4

  	
   

  	
   

  	
  Voting of Securities

  	
   

  	
  12

  
	
   

  	
  5.5

  	
   

  	
   

  	
  Evidence of Authority

  	
   

  	
  12

  
	
   

  	
  5.6

  	
   

  	
   

  	
  Certificate of Incorporation

  	
   

  	
  12

  
	
   

  	
  5.7

  	
   

  	
   

  	
  Transactions with Interested Parties

  	
   

  	
  12

  
	
   

  	
  5.8

  	
   

  	
   

  	
  Severability

  	
   

  	
  13

  
	
   

  	
  5.9

  	
   

  	
   

  	
  Pronouns

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI AMENDMENTS  

  	
   

  	
  13

  
	
   

  	
  6.1

  	
   

  	
   

  	
  By the Board of Directors

  	
   

  	
  13

  
	
   

  	
  6.2

  	
   

  	
   

  	
  By the Stockholders

  	
   

  	
  13

  
									



 



 ii















BY-LAWS


OF


REDPOINT BIO CORPORATION


ARTICLE I


STOCKHOLDERS


1.1           Place of Meetings. 
All meetings of stockholders shall be held at such place as may be
designated from time to time by the Board of Directors, the Chairman of the
Board or the President or, if not so designated, at the principal office of the
corporation.  The
Board of Directors may, in its sole discretion, determine that a meeting shall
not be held at any place, but may instead be held solely by means of remote
communication in a manner consistent with the General Corporation Law of the
State of Delaware.


1.2           Annual Meeting. 
Unless directors are elected by consent in lieu of an annual meeting,
the annual meeting of stockholders for the election of directors and for the
transaction of such other business as may properly be brought before the
meeting shall be held on a date and at a time designated by the Board of
Directors, the Chairman of the Board or the President (which date shall not be
a legal holiday in the place where the meeting is to be held).  If no annual meeting is held in accordance
with the foregoing provisions, a special meeting may be held in lieu of the
annual meeting, and any action taken at that special meeting shall have the
same effect as if it had been taken at the annual meeting, and in such case all
references in these By-laws to the annual meeting of the stockholders
shall be deemed to refer to such special meeting.


1.3           Special Meetings. 
Special meetings of stockholders for any purpose or purposes may be
called at any time by the Board of Directors, the Chairman of the Board or the
President, but such special meetings may not be called by any other person or
persons.  Business transacted at any
special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.


1.4           Notice of Meetings. 
Except as otherwise provided by law, notice of each meeting of
stockholders, whether annual or special, shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder entitled
to vote at such meeting.  Without
limiting the manner by which notice otherwise may be given to stockholders, any
notice shall be effective if given by a form of electronic transmission
consented to (in a manner consistent with the General Corporation Law of the
State of Delaware) by the stockholder to whom the notice is given. The notices
of all meetings shall state the place, if any, date and time of the meeting and
the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting.
The notice of a special meeting shall state, in addition, the purpose or
purposes for which the meeting is called. 
If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of 













the corporation.  If notice is given by electronic
transmission, such notice shall be deemed given at the time specified in
Section 232 of the General Corporation Law of the State of Delaware.


1.5           Voting List. 
The Secretary shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the corporation.  If the
meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. 
If the meeting is to be held solely by means of remote communication,
then the list shall also be open to the examination of any stockholder during
the whole time of the meeting on a reasonably accessible electronic network,
and the information required to access such list shall be provided with the
notice of the meeting.


1.6           Quorum. 
Except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, the holders of a majority of the shares of the capital
stock of the corporation issued and outstanding and entitled to vote at the
meeting, present in person, present by means of remote communication in a
manner, if any, authorized by the Board of Directors in its sole discretion or
represented by proxy, shall constitute a quorum for the transaction of
business.  A quorum, once established at
a meeting, shall not be broken by the withdrawal of enough votes to leave less
than a quorum.


1.7           Adjournments. 
Any meeting of stockholders may be adjourned from time to time to any other
time and to any other place at which a meeting of stockholders may be held
under these By-laws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
secretary of such meeting.  It shall not
be necessary to notify any stockholder of any adjournment of less than 30 days
if the time and place, if any, of the adjourned meeting, and the means of
remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting, are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting.  At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.


1.8           Voting and Proxies. 
Each stockholder shall have one vote for each share of stock entitled to
vote held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided by law or the Certificate
of Incorporation.  Each stockholder of
record entitled to vote at a meeting of stockholders, or to express consent or
dissent to corporate action without a meeting, may vote or express such consent
or dissent in person (including by means of remote communications, if any, by
which stockholders may be deemed to be present in person and vote at such
meeting) or may authorize another person or 



 2
 









persons to vote or act for such stockholder
by a proxy executed or transmitted in a manner permitted by the General
Corporation Law of the State of Delaware by the stockholder or such stockholder’s
authorized agent and delivered (including by electronic transmission) to the
Secretary of the corporation.  No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.


1.9           Action at Meeting. 
When a quorum is present at any meeting, any matter other than the
election of directors to be voted upon by the stockholders at such meeting
shall be decided by the vote of the holders of shares of stock having a
majority of the votes cast by the holders of all of the shares of stock present
or represented and voting on such matter (or if there are two or more classes
of stock entitled to vote as separate classes, then in the case of each such
class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is
required by law, the Certificate of Incorporation or these By-Laws.  When a quorum is present at any meeting, any
election by stockholders of directors shall be determined by a plurality of the
votes cast on the election.


1.10         Conduct
of Meetings.


(a)           Chairman
of Meeting.  Meetings of stockholders
shall be presided over by the Chairman of the Board, if any, or in the Chairman’s
absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s
absence by the President, or in the President’s absence by a Vice President, or
in the absence of all of the foregoing persons by a chairman designated by the
Board of Directors, or in the absence of such designation by a chairman chosen
by vote of the stockholders at the meeting. 
The Secretary shall act as secretary of the meeting, but in the
Secretary’s absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.


(b)           Rules,
Regulations and Procedures. The Board of Directors of the corporation may
adopt by resolution such rules, regulations and procedures for the conduct of
any meeting of stockholders of the corporation as it shall deem appropriate
including, without limitation, such guidelines and procedures as it may deem
appropriate regarding the participation by means of remote communication of
stockholders and proxyholders not physically present at a meeting.  Except to the extent inconsistent with such
rules, regulations and procedures as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting.  Such rules, regulations or
procedures, whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the following: (i)
the establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants.  Unless and to the extent
determined by the Board of 



 3
 









Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.


1.11         Action without Meeting.


(a)           Taking of Action by Consent.  Any action required or permitted to be taken
at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote on such action were present and voted. 
Except as otherwise provided by the Certificate of Incorporation,
stockholders may act by written consent to elect directors; provided, however,
that, if such consent is less than unanimous, such action by written consent
may be in lieu of holding an annual meeting only if all of the directorships to
which directors could be elected at an annual meeting held at the effective
time of such action are vacant and are filled by such action.


(b)           Electronic
Transmission of Consents.  A
telegram, cablegram or other electronic transmission consenting to an action to
be taken and transmitted by a stockholder or proxyholder, or by a person or
persons authorized to act for a stockholder or proxyholder, shall be deemed to
be written, signed and dated for the purposes of this section, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that
the telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram,
cablegram or electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram
or other electronic transmission shall be deemed to have been delivered until
such consent is reproduced in paper form and until such paper form shall be
delivered to the corporation by delivery to its registered office in the State
of Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation’s registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the Board of Directors.  Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.


(c)           Notice
of Taking of Corporate Action.  Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to 



 4
 









those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders to take
the action were delivered to the corporation.


ARTICLE II


DIRECTORS


2.1           General Powers. 
The business and affairs of the corporation shall be managed by or under
the direction of a Board of Directors, who may exercise all of the powers of
the corporation except as otherwise provided by law, the Certificate of
Incorporation or these By-laws.


2.2           Number; Election and Qualification.  The number of directors which shall
constitute the whole Board of Directors shall be determined from time to time
by resolution of the stockholders or the Board of Directors, but in no event
shall be less than one.  The number of directors
may be decreased at any time and from time to time either by the stockholders
or by a majority of the directors then in office, but only to eliminate
vacancies existing by reason of the death, resignation, removal or expiration
of the term of one or more directors. 
The directors shall be elected at the annual meeting of stockholders by
such stockholders as have the right to vote on such election.  Directors need not be stockholders of the
corporation.


2.3           Enlargement of the Board.  The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.


2.4           Tenure.  Each
director shall hold office until the next annual meeting and until a successor
is elected and qualified, or until such director’s earlier death, resignation
or removal.


2.5           Vacancies. 
Unless and until filled by the stockholders, any vacancy in the Board of
Directors, however occurring, including a vacancy resulting from an enlargement
of the Board, may be filled by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.  A director elected to fill a vacancy shall be
elected for the unexpired term of such director’s predecessor in office, and a
director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next annual meeting of stockholders and
until a successor is elected and qualified, or until such director’s earlier
death, resignation or removal.


2.6           Resignation. 
Any director may resign by delivering a resignation in writing or by
electronic transmission to the corporation at its principal office or to the
Chairman of the Board, the President or the Secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.



 5
 









2.7           Regular Meetings. 
Regular meetings of the Board of Directors may be held without notice at
such time and place as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination
is made shall be given notice of the determination.  A regular meeting of the Board of Directors
may be held without notice immediately after and at the same place as the
annual meeting of stockholders.


2.8           Special Meetings. 
Special meetings of the Board of Directors may be held at any time and
place designated in a call by the Chairman of the Board, the Chief Executive
Officer, two or more directors, or by one director in the event that there is
only a single director in office.


2.9           Notice of Special Meetings.  Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of
the directors calling the meeting. 
Notice shall be duly given to each director (i) by giving notice to
such director in person or by telephone at least 24 hours in advance of the
meeting, (ii) by sending a telegram, telecopy or electronic mail, or
delivering written notice by hand, to such director’s last known business, home
or electronic mail address at least 48 hours in advance of the meeting, or
(iii) by sending written notice, via first-class mail or reputable
overnight courier, to such director’s last known business or home address at
least 72 hours in advance of the meeting. 
A notice or waiver of notice of a meeting of the Board of Directors need
not specify the purposes of the meeting.


2.10         Meetings by Conference Communications Equipment.  Directors may participate in meetings of the
Board of Directors or any committee thereof by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.


2.11         Quorum.  A
majority of the directors at any time in office shall constitute a quorum for
the transaction of business.  In the
event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such
director so disqualified.  In no case,
however, shall less than one-third of the number of directors fixed pursuant to
Section 2.2 of these By-laws constitute a quorum.  In the absence of a quorum at any such
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice other than announcement at the meeting, until a
quorum shall be present.


2.12         Action at Meeting. 
At any meeting of the Board of Directors at which a quorum is present,
the vote of a majority of those present shall be sufficient to take any action,
unless a different vote is specified by law, the Certificate of Incorporation
or these By-laws.


2.13         Action by Consent. 
Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent to the action in
writing or by electronic transmission, and the written consents or electronic
transmissions are filed with the minutes of proceedings of the Board or
committee.



 6
 









2.14         Removal. 
Except as otherwise provided by the General Corporation Law of the State
of Delaware, any one or more or all of the directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors, except that the directors elected by the holders
of a particular class or series of stock may be removed without cause only by
vote of the holders of a majority of the outstanding shares of such class or
series.


2.15         Committees. 
The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent
provided in the resolution of the Board of Directors and subject to the
provisions of law, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it.  Each such
committee shall keep minutes and make such reports as the Board of Directors
may from time to time request.  Except as
the Board of Directors may otherwise determine, any committee may make rules
for the conduct of its business, but unless otherwise provided by the directors
or in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these By-laws for the Board of Directors.


2.16         Compensation of Directors.  Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine.  No such payment shall preclude any director
from serving the corporation or any of its parent or subsidiary corporations in
any other capacity and receiving compensation for such service.


ARTICLE III


OFFICERS


3.1           Titles.  The
officers of the corporation shall consist of a Chief Executive Officer, a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. 
The Board of Directors may appoint such other officers as it may deem
appropriate.


3.2           Election. 
The Chief Executive Officer, President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of 



 7
 









stockholders. 
Other officers may be appointed by the Board of Directors at such
meeting or at any other meeting.


3.3           Qualification. 
No officer need be a stockholder. 
Any two or more offices may be held by the same person.


3.4           Tenure. 
Except as otherwise provided by law, by the Certificate of Incorporation
or by these By-laws, each officer shall hold office until such officer’s
successor is elected and qualified, unless a different term is specified in the
resolution electing or appointing such officer, or until such officer’s earlier
death, resignation or removal.


3.5           Resignation and Removal.  Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary.  Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.


Any officer may be
removed at any time, with or without cause, by vote of a majority of the entire
number of directors then in office.


Except as the Board of
Directors may otherwise determine, no officer who resigns or is removed shall
have any right to any compensation as an officer for any period following such
officer’s resignation or removal, or any right to damages on account of such
removal, whether such officer’s compensation be by the month or by the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.


3.6           Vacancies. 
The Board of Directors may fill any vacancy occurring in any office for
any reason and may, in its discretion, leave unfilled for such period as it may
determine any offices other than those of President, Treasurer and
Secretary.  Each such successor shall
hold office for the unexpired term of such officer’s predecessor and until a
successor is elected and qualified, or until such officer’s earlier death,
resignation or removal.


3.7           Chairman of the Board.  The Board of Directors may appoint from its
members a Chairman of the Board.  If the
Board of Directors appoints a Chairman of the Board, such Chairman shall
perform such duties and possess such powers as are assigned by the Board of
Directors and, if the Chairman of the Board is also
designated as the corporation’s Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws.  Unless otherwise provided by
the Board of Directors, the Chairman of the Board shall preside at all meetings
of the Board of Directors and stockholders.


3.8           President; Chief Executive Officer.  Unless the Board of Directors has designated
the Chairman of the Board or another person as the corporation’s Chief
Executive Officer, the President shall be the Chief Executive Officer of the
corporation.  The Chief Executive Officer
shall have general charge and supervision of the
business of the Corporation subject to the direction of the Board of
Directors.  The President shall perform
such other duties and shall have 



 8
 









such other powers as the Board of Directors and the Chief Executive
Officer (if the Chairman of the Board or another person is serving in such
position) may from time to time prescribe.


3.9           Vice Presidents. 
Any Vice President shall perform such duties and possess such powers as
the Board of Directors or the Chief Executive Officer may from time to time
prescribe.  In the event of the absence,
inability or refusal to act of the Chief Executive Officer or the President (if
the President is not the Chief Executive Officer), the Vice President (or if
there shall be more than one, the Vice Presidents in the order determined by
the Board of Directors) shall perform the duties of the Chief Executive Officer
and when so performing shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. 
The Board of Directors may assign to any Vice President the title of
Executive Vice President, Senior Vice President or any other title selected by
the Board of Directors.


3.10         Secretary and Assistant Secretaries.  The Secretary shall perform such duties and
shall have such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe.  In
addition, the Secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation the duty
and power to give notices of all meetings of stockholders and special meetings
of the Board of Directors, to attend all meetings of stockholders and the Board
of Directors and keep a record of the proceedings, to maintain a stock ledger
and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest
to the same on documents.


Any Assistant Secretary
shall perform such duties and possess such powers as the Board of Directors,
the Chief Executive Officer or the Secretary may from time to time
prescribe.  In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary, (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.


In the absence of the
Secretary or any Assistant Secretary at any meeting of stockholders or
directors, the chairman of the meeting shall designate a temporary secretary to
keep a record of the meeting.


3.11         Treasurer and Assistant Treasurers.  The Treasurer shall perform such duties and
shall have such powers as may from time to time be assigned by the Board of
Directors or the Chief Executive Officer. 
In addition, the Treasurer shall perform such duties and have such
powers as are incident to the office of treasurer, including without limitation
the duty and power to keep and be responsible for all funds and securities of
the corporation, to deposit funds of the corporation in depositories selected
in accordance with these By-laws, to disburse such funds as ordered by
the Board of Directors, to make proper accounts of such funds, and to render as
required by the Board of Directors statements of all such transactions and of
the financial condition of the corporation.


The Assistant Treasurers
shall perform such duties and possess such powers as the Board of Directors,
the Chief Executive Officer or the Treasurer may from time to time
prescribe.  In the event of 



 9
 









the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer, (or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of  Directors) shall perform
the duties and exercise the powers of the Treasurer.


3.12         Salaries. 
Officers of the corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time by
the Board of Directors.


ARTICLE IV


CAPITAL STOCK


4.1           Issuance of Stock. 
Unless otherwise voted by the stockholders and subject to the provisions
of the Certificate of Incorporation, the whole or any part of any unissued balance
of the authorized capital stock of the corporation or the whole or any part of
any shares of the authorized capital stock of the corporation held in the
corporation’s treasury may be issued, sold, transferred or otherwise disposed
of by vote of the Board of Directors in such manner, for such lawful
consideration and on such terms as the Board of Directors may determine.


4.2           Certificates of Stock.  Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the corporation. 
Each such certificate shall be signed by, or in the name of the
corporation by, the Chairman or Vice-Chairman, if any, of the Board of
Directors, or the Chief Executive Officer, President or a Vice President, and
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation.  Any or all
of the signatures on the certificate may be a facsimile.


Each certificate for
shares of stock which are subject to any restriction on transfer pursuant to
the Certificate of Incorporation, these By-laws, applicable securities
laws or any agreement among any number of stockholders or among such holders and
the corporation shall have conspicuously noted on the face or back of the
certificate either the full text of the restriction or a statement of the
existence of such restriction.


If the corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of each
certificate representing shares of such class or series of stock, provided that
in lieu of the foregoing requirements there may be set forth on the face or
back of each certificate representing shares of such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.



 10
 









4.3           Transfers.  Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written assignment
or power of attorney properly executed, and with such proof of authority or the
authenticity of signature as the corporation or its transfer agent may
reasonably require.  Except as may be
otherwise required by law, by the Certificate of Incorporation or by these By-laws,
the corporation shall be entitled to treat the record holder of stock as shown
on its books as the owner of such stock for all purposes, including the payment
of dividends and the right to vote with respect to such stock, regardless of
any transfer, pledge or other disposition of such stock until the shares have
been transferred on the books of the corporation in accordance with the
requirements of these By-laws.


4.4           Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate
of stock in place of any previously issued certificate alleged to have been
lost, stolen, or destroyed, upon such terms and conditions as the Board of
Directors may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the Board
of Directors may require for the protection of the corporation or any transfer
agent or registrar.


4.5           Record Date. 
The Board of Directors may fix in advance a date as a record date for
the determination of the stockholders entitled to notice of or to vote at any
meeting of stockholders or to express consent (or dissent) to corporate action
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action.  Such record date shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 10 days
after the date of adoption of a record date for a consent without a meeting,
nor more than 60 days prior to any other action to which such record date
relates.


If no record date is
fixed, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, or, if notice is waived, at the close
of business on the day before the day on which the meeting is held.  If no record date is fixed, the record date
for determining stockholders entitled to express consent to corporate action
without a meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first consent is properly delivered to the
corporation.  If no record date is fixed,
the record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating to such purpose.


A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.



 11
 









ARTICLE
V


GENERAL PROVISIONS


5.1           Fiscal Year. 
Except as from time to time otherwise designated by the Board of
Directors, the fiscal year of the corporation shall begin on the first day of
January of each year and end on the last day of December in each year.


5.2           Corporate Seal. 
The corporate seal shall be in such form as shall be approved by the
Board of Directors.


5.3           Waiver of Notice. 
Whenever notice is required to be given by law, by the Certificate of
Incorporation or by these By-laws, a written waiver, signed by the person
entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before, at or after the time stated in such notice,
shall be deemed equivalent to notice. 
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.


5.4           Voting of Securities.  Except as the Board of Directors may
otherwise designate, the Chief Executive Officer, President or the Treasurer
may waive notice of, and act as, or appoint any person or persons to act as,
proxy or attorney-in-fact for this corporation (with or without power of
substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.


5.5           Evidence of Authority.  A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.


5.6           Certificate of Incorporation.  All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.


5.7           Transactions with Interested Parties.  No contract or transaction between the
corporation and one or more of the directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director’s or officer’s votes are counted for such purpose,
if:


(a)           The material facts as to the director’s or officer’s
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the 



 12
 









committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;


(b)           The material facts as to the director’s or officer’s
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or


(c)           The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee of the Board of Directors, or the stockholders.


Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.


5.8           Severability. 
Any determination that any provision of these By-laws is for any
reason inapplicable, illegal or ineffective shall not affect or invalidate any
other provision of these By-laws.


5.9           Pronouns. 
All pronouns used in these By-laws shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


ARTICLE VI


AMENDMENTS


6.1           By the Board of Directors.  These By-laws may be altered, amended
or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the
Board of Directors at which a quorum is present.


6.2           By the Stockholders.  These By-laws may be altered, amended
or repealed or new by-laws may be adopted by the affirmative vote of the
holders of a majority of the shares of the capital stock of the corporation
issued and outstanding and entitled to vote at any regular meeting of
stockholders, or at any special meeting of stockholders, provided notice of
such alteration, amendment, repeal or adoption of new by-laws shall have
been stated in the notice of such special meeting.


 



 13















EXHIBIT D


REGISTRATION
RIGHTS AGREEMENT


This Registration Rights
Agreement (this “Agreement”) is entered into as of this 12th day of
March, 2007, by and among Robcor Properties, Inc., a publicly traded Florida
corporation (the “Company”) and the Persons (as defined below) listed on
Exhibit A and Exhibit B hereto (the “Existing
Stockholders”).


 


RECITALS


WHEREAS, the
Company has negotiated an Agreement and Plan of Merger by and among Redpoint
Bio Corporation, a Delaware corporation (“Redpoint”), on the one hand,
and the Company, Robcor Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of the Company (“Merger Sub”), Robcor, LLC, a
Kentucky limited liability company and wholly-owned subsidiary of the Company
and Halter Financial Investments, L.P., a Texas limited partnership, and
Michael Heitz, as stockholders of the Company, on the other hand (the “Merger
Agreement”), whereby Merger Sub is to be merged with and into Redpoint in
accordance with the terms of the Merger Agreement and the Delaware General
Corporation Law (“DGCL”), with Redpoint continuing as the surviving
corporation and a wholly-owned subsidiary of the Company (the “Merger”),
and the outstanding shares of capital stock, convertible notes and certain
warrants to purchase capital stock of Redpoint shall be converted into shares
of the Company’s Common Stock in accordance with the DGCL on the terms and
conditions as set forth in the Merger Agreement;


 


WHEREAS,
as a condition to the consummation of the Merger,  Redpoint is conducting an offering (the “Offering”),
in which National Securities Corporation and Brean Murray, Carret &
Co. are acting as exclusive co-placement agents (the “Placement Agents”), exempt from the registration requirements of
the Securities Act (as defined below), pursuant to Regulation D promulgated
thereunder, of a minimum offering amount of 8,888,889 units (“Units”)
and a maximum offering amount of 12,444,444 Units, each Unit consisting of one
share of common stock of the Company (“Unit Share”), and a three-year warrant
(“Unit Warrant”) to buy 25% of the number of shares of common stock of
the Company purchased with a cash exercise price of $3.75 per share, with a
30-day option granted to Placement Agents to sell up to an additional 2,222,222
Units at the same price per Unit, upon the terms and subject to the conditions
described in the Confidential Private Placement Memorandum of Redpoint,
as supplemented by Supplement No. 1 dated February 21, 2007, which Units,
pursuant to the terms of the Merger Agreement, the Company shall agree to issue
in the event of consummation of the Merger;


 


WHEREAS,
the Existing Stockholders hold securities of Redpoint with certain registration
rights with respect to their shares of capital stock of Redpoint in accordance
with that certain Investor Rights Agreement dated as of November 10, 2003, by
and among Redpoint and the Existing Stockholders (the “IRA”);


 


WHEREAS,
pursuant to the terms of the Merger, the shares of capital stock and certain
other securities of Redpoint held by the Existing Stockholders will be canceled
and converted into shares of Common Stock of the Company;













 


WHEREAS,
in connection with the Merger, the parties desire that the IRA be terminated in
its entirety;


 


WHEREAS,
in order to induce the Existing Stockholders to approve the Merger and to
terminate the IRA, the Company desires to grant the Existing Stockholders
certain registration rights with respect to the shares of Common Stock of the
Company that such Existing Stockholders shall receive upon cancellation and conversion
of their securities of Redpoint pursuant to the Merger Agreement (such shares
of the Company issued to the Existing Stockholders pursuant to the Merger
Agreement, the “Merger Shares”);


 


WHEREAS,
it is currently contemplated that at some time after consummation of the
Merger, the Company will merge with and into its then wholly-owned subsidiary,
Redpoint, and that at such time the Existing Stockholders shall receive shares
of common stock of Redpoint in exchange for any shares of Common Stock of the
Company then held by them (the “Reorganization Merger”); and


 


WHEREAS,
the Company and the Existing Stockholders intend that the registration rights
provided to the Existing Stockholders pursuant to this Agreement shall survive
such Reorganization Merger and shall thereafter apply to the shares of common
stock of Redpoint received by the Existing Stockholders pursuant to the
Reorganization Merger;


 


NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual promises, representations, warranties, covenants and conditions
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:


 


ARTICLE 1

GENERAL


 


1.1           Certain Definitions.  As used in this Agreement the following terms
shall have the following meanings:


 


                                “Affiliate”
has the meaning ascribed to it under Rule 12b-2 promulgated under the Exchange
Act.


 


                                “Common
Stock” means the Company’s authorized common stock with no par value.


 


                                “Demand
Holders” means any Existing Stockholder listed on Exhibit A hereto
owning of record Registrable Securities, or any transferee or assignee thereof
owning of record Registrable Securities with respect to which the transferor’s
rights under Article 2 of this Agreement are assigned in accordance with
Section 2.8 hereof.


 


                                “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
successor Federal statute in effect, and the rules and regulations of the SEC
promulgated thereunder, all as the same may from time to time be in effect.



 2
 









 


                                “Form
S-3” means such form promulgated under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.


 


                                “Holder”
means any Demand Holder or any Non-Demand Holder.


 


                                “Non-Demand
Holders” means any Existing Stockholder listed on Exhibit B hereto
owning of record Registrable Securities, or any transferee or assignee thereof
owning of record Registrable Securities with respect to which the transferor’s
rights under Article 2 of this Agreement are assigned in accordance with
Section 2.8 hereof.


 


                                “Offering
Shares” means (i) the Unit Shares issued pursuant to the Offering, and (ii)
the shares of Common Stock underlying the Unit Warrants issued pursuant to the
Offering.


 


                                “Other
Shares” means at any time those shares of Common Stock which do not
constitute Primary Shares, Offering Shares or Registrable Securities.


 


                                “Person”
shall be construed in the broadest sense and means and includes a natural
person, a partnership, a corporation, an association, a joint stock company, a
limited liability company, a trust, a joint venture, an unincorporated
organization and any other entity and any federal, state, municipal, foreign or
other government, governmental department, commission, board, bureau, agency or
instrumentality, or any private or public court or tribunal.


 


                                “Primary
Shares” means, at any time, the authorized but unissued shares of Common
Stock or Common Stock held by the Company in its treasury.


 


                                “Prospectus”
means the prospectus included in any Registration Statement, all amendments and
supplements to such prospectus and all material incorporated by reference in
such prospectus.


 


                                “Register,”
“registered,” and “registration” refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.


 


                                “Registrable
Securities” means (i) the Merger Shares, (ii) any other shares of Common
Stock of the Company held by the Existing Stockholders or any transferee or
assignee thereof, (iii) any securities issued in exchange for or upon
conversion of such Registrable Securities as a result of the Reorganization
Merger or any other reorganization, recapitalization, or reclassification
(including by consolidation or merger), and (iv) any securities issued as (or
issuable upon the conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of (including as a result of any stock
combination or reverse stock split), any of the foregoing securities referenced
in clauses (i), (ii) and (iii). 
Notwithstanding the foregoing, Registrable Securities shall not include
any securities sold by a Person to the public pursuant to a registration
statement which has been declared effective, or Rule 144 or sold in a private
transaction in which the transferor’s rights under Article 2 of this Agreement
are not assigned, in each case where the restrictive legends and transfer
registrations with respect to the Common Stock are removed and



 3
 









 


the Common Stock in the hands of the purchaser is freely transferable
without any restriction or registration under the Securities Act in any public
or private transaction.


 


                                “Registrable
Securities then outstanding” means the number of shares determined by
calculating the total number of shares of Common Stock that are Registrable
Securities and either (a) are then issued and outstanding or (b) are issuable
pursuant to then exercisable or convertible securities.


 


                                “Registration
Expenses” mean all expenses incurred by the Company in complying with
Sections 2.1, 2.2 and 2.3 hereof, including, without limitation, all
registration and filing fees (including all expenses incident to listing the
Registrable Securities on a national securities exchange), printing expenses,
fees and disbursements of counsel for the Company, reasonable fees and
disbursements of the Stockholders’ Counsel (as defined in Section 2.5(i)) (which
shall not exceed $35,000), blue sky fees and expenses and the expense of any
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company which shall be paid in any
event by the Company).


 


                                “Registration
Statement” means any registration statement of the Company filed with, or
to be filed with, the SEC under the Securities Act, including the Prospectus,
amendments, supplements and post-effective amendments to such registration
statement, and all exhibits and all material incorporated by reference in such
registration statement, except (i) a registration statement on Form S-4 or S-8
or any successor form to such forms, (ii) a registration of securities solely
relating to an offering and sale to employees, managers or consultants of the
Company pursuant to any employee stock plan or other employee benefit plan
arrangement or (iii) a registration of non-convertible debt securities.


 


                                “Rule
144” means Rule 144 promulgated under the Securities Act or any successor
rule thereto.


 


                                “SEC”
or “Commission” means the Securities and Exchange Commission.


 


                                “Securities
Act” means the Securities Act of 1933, as amended or any successor Federal
statute and the rules and regulations of the Commission promulgated thereunder,
all as the same may be in effect from time to time.


 


                                “Selling
Expenses” mean all underwriting discounts and selling commissions
applicable to the sale.


 


ARTICLE 2

REGISTRATION


 


2.1           Demand Registration.


 


(a)           Subject to the conditions of this
Section 2.1, if the Company receives a request from the Demand Holders holding
at least twenty five percent (25%) of the Registrable Securities then
outstanding held by all Demand Holders (the “Initiating Holders”) that
the Company register Registrable Securities with an aggregate offering price of
at least $5,000,000, then the Company shall, within fifteen (15) days after the
receipt thereof, give written notice of



 4
 









 


such request to
all other Demand Holders (the “Non-Initiating Holders”).  A Non-Initiating Holder must notify the
Company within thirty (30) days of receipt of such written notice if such
Non-Initiating Holder so desires to have its Registrable Securities
registered.  The Company will use its best
efforts to effect, as soon as practicable, the registration of all Registrable
Securities that the Demand Holders request to be registered.


 


(b)           If the Initiating Holders intend to
distribute the Registrable Securities by means of an underwriting, they shall
so advise the Company as a part of their demand pursuant to this Section 2.1
and the Company shall include such information in the notice referred to in
Section 2.1(a).  In such event, the right
of any Demand Holder to include its Registrable Securities in such registration
shall be conditioned upon participation in such underwriting.  The underwriter or underwriters for such
offering shall be a nationally recognized underwriter or underwriters selected
by the Demand Holders owning a majority of the Registrable Securities requested
to be included in such offering and reasonably acceptable to the Company and
such underwriter or underwriters shall enter into a reasonable and customary
underwriting agreement with the Company. 
Notwithstanding any other provision of this Section 2.1, if the underwriter
advises the Company that marketing factors require a limitation of the number
of securities to be underwritten (including Registrable Securities) then the
Company shall so advise all participating Demand Holders, and the number of
shares that may be included in the underwriting and registration shall be
allocated pro rata among the participating Demand Holders in accordance with
the number of Registrable Securities held by such Demand Holders; provided,
however, that the number of shares of Registrable Securities to be included in
such underwriting and registration shall not be reduced unless and until all
other securities to be sold by the Company and any Persons that are not Demand
Holders are first entirely excluded from the underwriting and registration.


 


(c)           The Company shall not be required to
effect a registration pursuant to this Section 2.1:


 


(i)            prior to the registration under the
Securities Act pursuant to an effective registration statement of the Offering
Shares;


 


(ii)           after the Company has effected two
registrations pursuant to this Section 2.1, and such registrations have been
declared or ordered effective and maintained effective for (A) one hundred
twenty (120) days beyond the effective date or (B) until all shares so
registered have been sold, whichever period is longer (provided, however, that
such two registrations shall not include any registration pursuant to this
Section 2.1 in which the number of Registrable Securities registered is reduced
by more than twenty percent (20%) of the number of Registrable Securities that
the Demand Holders requested to be registered);


 


(iii)          during the period starting with the
date of filing of, and ending on the date six months following the effective
date of, a registration statement pertaining to any underwritten public
offering made pursuant to this Section 2.1 or in which the Demand Holders were
given the opportunity to participate pursuant to Section 2.2 for not less than
thirty percent (30%) of the amount of the offering; provided that each registration
statement was declared or ordered effective and maintained effective for (A)
one hundred twenty (120) days beyond the effective date or (B) until all shares
so registered have been sold, whichever period is longer;



 5
 









 


(iv)          if within ten (10) days of receipt of
a written request from the Initiating Holders pursuant to Section 2.1(a) the
Company shall furnish to the Initiating Holders a certificate signed by the
Chief Executive Officer or the Chief Financial Officer of the Company stating
that in the good faith judgment of the Board of Directors, it would be
seriously detrimental to the Company and its stockholders for such registration
statement to be effected at such time, the Company shall have the right to
defer such filing for a period of not more than sixty (60) days after receipt
of the request of the Initiating Holders; provided, that, such right to delay a
request shall be exercised by the Company not more than twice in any twelve
(12) month period; provided, further, that the Company shall not disclose any
information that could be deemed material non-public information of the Company
to any of the Initiating Holders during such delayed period; and


 


(v)           if the Initiating Holders propose to
dispose of shares of Registrable Securities that may be immediately registered
on Form S-3 pursuant to a request made pursuant to Section 2.3 below.


 


(d)           A requested registration under this
Section 2.1 may be rescinded prior to such registration being declared
effective by the Commission by written notice to the Company from the
Initiating Holders; provided, however, that such rescinded registration shall
not count as a registration initiated pursuant to this Section 2.1 if the
Company shall have been reimbursed (pro rata by the Initiating Holders or in such
other proportion as they may agree) for all out-of-pocket expenses incurred by
the Company in connection with such rescinded registration; provided further,
however, that such Initiating Holders shall not be required to reimburse the
Company if such rescission shall have been caused by, or made in response to,
the material adverse effect of an event on the business, prospects, properties,
condition (financial or otherwise) or operations of the Company.


 


2.2           Piggyback Registrations.  If the Company at any time proposes for any
reason to register Primary Shares or Other Shares under the Securities Act
(other than a registration on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto), the Company shall notify all
Holders at least thirty (30) days prior to the filing of any registration
statement and will afford each Holder an opportunity to include in such
registration statement all or part of the Registrable Securities held by such
Holder on the same terms and conditions as the other shares participating in
the underwriting.  Each Holder desiring
to include Registrable Securities in any such registration statement shall
notify the Company within twenty (20) days after delivery of the notice from
the Company.  Such notice shall state the
intended method of disposition of the Registrable Securities by such
Holder.  If a Holder decides not to
include all of its Registrable Securities in any registration statement filed
by the Company, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company, all upon the terms and
conditions set forth herein.


 


(a)           Underwriting.  If the registration statement under which the
Company gives notice under this Section 2.2 is for an underwritten offering,
the Company shall so advise the Holders. 
In such event, the right of any Holder to be included in a registration
pursuant to this Section 2.2 shall be conditioned upon the Holder’s
participation in the underwriting. 
Notwithstanding any other provision of the Agreement, if the underwriter
determines in good 



 6
 









 


faith that marketing factors require a limitation of
the number of shares to be underwritten, the number of shares that may be
included in the underwriting shall be allocated as follows, first, the Primary
Shares being registered by the Company, second, the Registrable Securities held
by the Demand Holders (the “Non-Excluded Registrable Securities”)
requested to be included in such registration by such Demand Holders pro rata,
based on the total number of Non-Excluded Registrable Securities held by such
Demand Holders, third, shares held by the Non-Demand Holders, to the extent
such shares are Registrable Securities, requested to be included in such
registration by such Non-Demand Holders, pro rata, based on the total number of
shares of Common Stock held by such Non-Demand Holders, to the extent such
shares are Registrable Securities, and fourth, the Other Shares requested to be
registered by any other stockholder of the Company on a pro rata basis based on
the total number of shares held by such Persons.  No such reduction shall reduce the amount of
securities of the selling Holders included in the registration below thirty
percent (30%) of the total amount of securities included in such registration.


 


(b)           Right to Terminate Registration.  The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.2 prior to
the effectiveness of such registration whether or not any Holder has elected to
include securities in such registration. 
The Registration Expenses of such withdrawn registration shall be borne
by the Company in accordance with Section 2.4 hereof.


 


(c)           Inclusion of other Stockholders.  No stockholder of the Company who is not a
Holder shall be granted piggyback registration rights that would reduce the
number of shares that could be included under this Section 2.2 by the Holders
without the consent of Holders owning at least two-thirds (2/3) of the
Registrable Securities then outstanding.


 


2.3           Form S-3 Registration.


 


(a)           If the Company shall receive from any
Demand Holder or Demand Holders a request that the Company effect a
registration on Form S-3  or any similar short-form registration statement
with respect to all or a part of the Registrable Securities held by the Demand
Holders, the Company shall:


 


(i)            promptly give notice of the proposed
registration, and any related qualification or compliance, to all other Demand
Holders and shall offer to include in such proposed registration any
Registrable Securities requested to be included in such proposed registration
by such other Demand Holders who respond in writing to the Company’s notice
within thirty (30) days after delivery of such notice (which response shall
specify the number of Registrable Securities proposed to be included in such
registration); and


 


(ii)           promptly effect such registration and
all such qualifications and compliances as would permit or facilitate the sale
and distribution of the Registrable Securities specified in such request,
together with the Registrable Securities of any other Demand Holder or Demand
Holders joining in such request by notice to the Company given within thirty
(30) days after receipt of such notice from the Company.



 7
 









 


(b)           Notwithstanding anything to the
contrary contained herein, the Company shall not be obligated to effect any
registration, qualification or compliance pursuant to this Section 2.3:


 


(i)            if Form S-3 is not available for
such offering by the Demand Holders;


 


(ii)           if the Demand Holders, together with
the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and such other
securities (if any) at an aggregate price to the public of less than
$1,000,000; or


 


(iii)          if the Company has, within the twelve
(12) month period preceding the date of such request, already effected two (2)
registrations on Form S-3 for the Demand Holders pursuant to this Section 2.3.


 


(c)           Registrations effected pursuant to
this Section 2.3 shall not be counted as demands for registration or
registrations effected pursuant to Section 2.1. 
If the initiating Holders intend to distribute Registrable Securities
pursuant to an underwriting, they shall so advise the Company in the demand
pursuant to Section 2.1(a).


 


(d)           The Company will use commercially
reasonable efforts to meet the qualification standards for the registration of
securities on Form S-3.


 


2.4           Expenses of Registration.  Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration under
Section 2.1, Section 2.2 or Section 2.3 herein shall be borne by the
Company.  All Selling Expenses incurred
in connection with any registrations hereunder shall be borne by the Persons
selling the securities in proportion to the
number of securities sold by such seller or sellers.


 


2.5           Obligations of the Company.  Whenever required to register any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)           Use reasonable best efforts to
prepare and file with the SEC a registration statement with respect to such
Registrable Securities and to cause such registration statement to become
effective, and, upon the request of the selling Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for up to one hundred and twenty (120) days for a registration
pursuant to Section 2.1 and for up to two hundred and seventy (270) days for a
registration pursuant to Section 2.3 or, if earlier, until the Holder or
Holders have completed the distribution related thereto;


 


(b)           Use its reasonable best
efforts to prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement for the applicable period set forth in paragraph
(a) above and to cause such amendments and supplements to become and remain
effective;



 8
 









 


(c)           Furnish to the Holders of the
Registrable Securities being sold and each underwriter such number of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities;


 


(d)           Use its best efforts to
register and qualify the securities covered by such registration statement
under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders of the Registrable Securities being sold
and register such securities with or obtain
the approval of such other governmental authorities as may be necessary by
virtue of the business and operations of the Company to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;
provided, that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions where it would not otherwise be required so to do but for this
subparagraph;


 


(e)           In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering;


 


(f)            Notify on a timely basis each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and promptly file such amendments and supplements as may be necessary
so that, as thereafter delivered to such Holders, such prospectus shall not
include an untrue statement of material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading and use its best
efforts to cause each such amendment and supplement to become and remain
effective;


 


(g)           Use its best efforts to furnish, on
the date that such Registrable Securities are delivered to the underwriters for
sale, if such securities are being sold through underwriters, (i) an opinion,
dated as of such date, of the counsel representing the Company for the purposes
of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and (ii) a letter dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering addressed to the underwriters;


 


(h)           Make available for inspection by the
Holders of the Registrable Securities being sold, any underwriter participating
in any disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such Holder or underwriter
(collectively, the “Inspectors”), all pertinent financial, business and
other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information (together
with the



 9
 









 


Records, the “Information”) reasonably
requested by any such Inspector in connection with such Registration Statement
(and any of the Information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, shall
not be disclosed by the Inspectors unless (A) the disclosure of such
Information is necessary to avoid or correct a misstatement or omission in the
registration statement, (B) the release of such Information is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction, (C) such
Information has been made generally available to the public, and (D) the seller
of Registrable Securities agrees that it will, upon learning that disclosure of
such Information is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company, at the Company’s expense, to undertake
appropriate action to prevent disclosure of the Information deemed
confidential);


 


(i)            At least five business days before
filing any registration statement that registers such Registrable Securities, a
prospectus relating thereto and any amendments or supplements relating to such
registration statement or prospectus, furnish to a single counsel (the “Stockholders’ Counsel”) designated
by the holders of a majority of the Registrable Securities being sold, copies of all such documents proposed to be
filed, which shall be subject to reasonable approval of the Stockholders’
Counsel (it being understood that such
five-business-day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
such counsel in advance of the proposed filing by a period of time that is
customary and reasonable under the circumstances);


 


(j)            Notify the Stockholders’ Counsel
promptly in writing (i) of any comments by the Commission with respect to such
registration statement or prospectus or any amendment or supplement thereto, or
any request by the Commission for the amending or supplementing thereof or for
additional information with respect thereto, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of such registration
statement or prospectus or any amendment or supplement thereto or the
initiation of any proceedings for that purpose and (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purposes;


 


(k)           Appoint a transfer agent and
registrar (which may be the same entity and which may be the Company) no later
than the first registration of any such Registrable Securities;


 


(l)            Cause such Registrable Securities to
be listed on any national securities exchange on which similar securities of
the Company are listed or, if similar securities of the Company are not listed
on a national securities exchange, use its best efforts to qualify such
Registrable Securities for inclusion on the automated quotation system of the
National Association of Securities Dealers, Inc., NASDAQ Global Market, or such
other national securities exchange; and


 


(m)          Otherwise use reasonable best efforts
to comply with all applicable rules and regulations of the Commission, and make
available to its stockholders, as soon as reasonably practicable, earnings
statements which need not be audited covering a period of twelve (12)



 10
 









 


months beginning within three months after the
effective date of the registration statement, which earnings statements shall
satisfy the provisions of Section 11(a) of the Securities Act.


 


2.6           Furnishing Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2.1, 2.2 or
2.3 that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be reasonably required to
effect the registration of their Registrable Securities.


 


2.7           Indemnification.  In the event any Registrable Securities are
included in a registration statement under Sections 2.1, 2.2 or 2.3:


 


(a)           To the extent permitted by law, the
Company will indemnify and hold harmless each Holder and the partners,
officers, directors, stockholders, employees and agents of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each Person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”) by the Company: (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or any document incident to
the registration or qualification of any Registrable Securities, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in connection with
the offering covered by such registration statement; and the Company will pay
as incurred to each such Holder, partner, officer, director, stockholder,
employee, agent, underwriter or controlling Person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 2.7(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by such Holder, partner, officer,
employee, agent, director, stockholder, underwriter or controlling Person of
such Holder.


 


(b)           To the extent permitted by law, each
Holder will (severally and not jointly), if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, officers, employees, agents and each Person, if
any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration
statement or any of such other Holder’s partners, 



 11
 









 


directors, officers or stockholders or any Person who
controls such Holder, against any losses, claims, damages or liabilities to
which the Company or any such Person may become subject under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of and
to the extent that they are based upon any untrue statement or alleged untrue
statement of material fact contained in written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration, or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (a “Holder Violation”);
and each such Holder will pay as incurred any legal or other expenses
reasonably incurred by the Company or any such Person in connection with
investigating or defending any such loss, claim, damage, liability or action if
it is judicially determined that there was such a Holder Violation; provided,
however, that the indemnity agreement
contained in this Section 2.7(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld; provided further, that in no event shall any indemnity
under this Section 2.7(b) exceed the net proceeds from the offering received by
such Holder.


 


(c)           Promptly after receipt by an
indemnified party under this Section 2.7 of notice of the commencement of any
action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under
this Section 2.7, deliver to the indemnifying party a written notice of
the commencement thereof and generally summarize such action and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action, if materially prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the indemnified
party under this Section 2.7, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 2.7.  Notwithstanding the foregoing,  if any indemnified party shall have
reasonably concluded that there may be one or more legal or equitable defenses
available to such indemnified party which are in addition to or conflict with
those available to the indemnifying party, or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
provided in this Section 2.7, the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party and such
indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees and expenses of
any one lead counsel (plus appropriate special and local counsel) retained by
the indemnified party which are reasonably related to the matters covered by
the indemnity agreement provided in this Section 2.7.


 


(d)           If the indemnification provided for
in this Section 2.7 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any losses, claims, damages
or liabilities referred to herein, the indemnifying party, in lieu of
indemnifying 



 12
 









 


such indemnified party thereunder, shall to the extent
permitted by applicable law contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the Violation or Holder Violation, as the case may be, that resulted in
such loss, claim, damage or liability, as well as any other relevant equitable
considerations.  The relative fault of
the indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, that in
no event shall the maximum liability in respect of any contribution by a Holder
pursuant to this Section 2.7(d) exceed the net proceeds from the offering
received by such Holder.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


(e)           The obligations of the Company and
Holders under this Section 2.7 shall survive the transfer of any Registrable
Securities or the completion of any offering of Registrable Securities in a
registration statement and the termination of this Agreement.  No indemnifying party, in the defense of any
such claim or litigation, shall, except with the consent of each indemnified
party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.


 


2.8           Assignment of Registration Rights.  The right to cause the Company to register
Registrable Securities pursuant to this Article 2 may be assigned by a
Holder to a transferee or assignee of Registrable Securities which (a) is a
subsidiary, parent, general partner, limited partner, retired partner, member,
retired member or Affiliate of a Holder, (b) is a Holder’s spouse or lineal
descendant or is a trust for the benefit of an individual Holder or his or her
spouse or lineal descendant or (c) acquires at least fifty thousand (50,000)
shares of the Registrable Securities (subject to appropriate adjustment for stock
splits, stock dividends, combinations and similar events), provided,  that (i) the transferor shall, within twenty
(20) days after such transfer, furnish to the Company written notice of the
name and address of such transferee or assignee and the securities with respect
to which such registration rights are being assigned and (ii) such transferee
shall agree to be subject to all restrictions set forth in this Agreement as
evidenced by such transferee’s execution and delivery of an appropriate
counterpart signature page or joinder hereto.


 


2.9           Rule 144 Reporting.  With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:


 


(a)           Make and keep public information
available, as those terms are understood and defined in SEC Rule 144 or any
similar or analogous rule promulgated under the Securities Act, at all times
after the effective date of the first registration filed by the Company for an
offering of its securities to the general public;



 13
 









 


(b)           File with the SEC, in a timely
manner, all reports and other documents required of the Company under the
Exchange Act; and


 


(c)           So long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request: a
written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 of the Securities Act, and of the Exchange Act
(at any time after it has become subject to such reporting requirements); a
copy of the most recent annual or quarterly report of the Company; and such
other reports and documents as a Holder may reasonably request in availing
itself of any rule or regulation of the SEC allowing it to sell any such
securities without registration.


 


2.10         Termination of Registration Rights.  No Holder shall be entitled to exercise any
right provided for in this Article 2 after
such time as all such Holder’s Registrable Securities may actually be sold in a
single sale without being subject to any volume limitations pursuant to
Rule 144.


 


ARTICLE 3

MISCELLANEOUS


 


3.1           Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of Delaware, without applying conflicts
of law principles.


 


3.2           Successors and Assigns. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective permitted successors, assigns, heirs, executors and
administrators, including any successor or assignee of the Company by operation
of law or otherwise.  In the event of
consummation of the Reorganization Merger or any other reorganization,
recapitalization, or reclassification (including by consolidation or merger)
transaction in which the shares of Common Stock held by the Holders are
exchanged are converted for securities of another entity, the Company shall
ensure that this Agreement shall apply with respect to such securities as if
they were shares of Common Stock hereunder and that the terms of this Agreement
shall be binding upon the issuer thereof as if the Company hereunder.  This Agreement is not intended to create any
third party beneficiaries.


 


3.3           Entire Agreement.  This Agreement and the other documents
delivered pursuant hereto embodies the entire agreement and understanding
between the parties hereto with respect to the understanding and agreement
between the parties with regard to the subjects hereof and supersedes all prior
agreements and understandings relating to such subject matter.


 


3.4           Severability.  It is the desire and intent of the parties
hereto that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought.  Accordingly,
in case any provision of the Agreement shall be adjudicated by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, such
provision, as to such jurisdiction, shall be ineffective, without affecting the
validity, legality, and enforceability of the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction.


 


3.5           Amendment and Waiver.  Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either 



 14
 









 


retroactively or prospectively), only with the written
consent of the Company and the Holders of two-thirds (2/3) of the Registrable
Securities then outstanding; provided, however, that any such amendment, modification, or waiver that
would adversely affect the rights hereunder of a Demand Holder, in its capacity
as a Demand Holder, without similarly affecting the rights hereunder of all
Demand Holders of such class, in their capacities as Demand Holders of such
class, shall not be effective as to such Demand Holder without its prior
written consent.  Any amendment or
waiver effected in accordance with this Section 3.5 shall be binding upon each
Holder and the Company; and provided, further, however, that any party may
waive its rights hereunder with respect to itself without requiring the consent
of any other party.


 


3.6           Delays or Omissions.  It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit,
consent, or approval of any kind or character on any Holder’s part of any
breach, default or noncompliance under the Agreement or any waiver on such
Holder’s part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in
such writing.  All remedies, either under
this Agreement, by law, or otherwise afforded to Holders, shall be cumulative
and not alternative.


 


3.7           Notices.  All notices and consents required or
permitted hereunder must be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient, if
not, then the next business day, (c) three business days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or
(d) one business day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of
receipt.  All communications shall be
sent to the party to be notified at the respective address of the Company set
forth on the signature pages hereof(1), of the Holders set forth on Exhibit
A and Exhibit B or at such other address as such party may designate
in writing to the other parties hereto.


 


3.8           Headings.  The headings of the sections, subsections,
and paragraphs of this Agreement have been added for convenience only and shall
not be deemed to be a part of this Agreement.


 


3.9           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


 


[Signature
Pages Follow]


 


 






(1)           Note: Company address needs to be inserted on signatures
pages per this provision.



 15














IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement as of the
date first above written.


 


	
  

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ROBCOR
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APERTURE
  CAPITAL, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CARGILL,
  INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DANISCO
  VENTURE A/S

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Raymond Salemme

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

  
					



 











 


	
  

  	
  DUKE
  UNIVERSITY SPECIAL VENTURE FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.I. DU
  PONT DE NEMOURS AND COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NJTC
  VENTURE FUND SBIC, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRAKO
  INVESTMENTS & CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RK
  VENTURES GROUP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  S.R.
  ONE, LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

  



 











 


	
  

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen J.P.
  Baumgartner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Neil S.
  Hillsberg

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meryl Hillsberg

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Lufkin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Graeme Lufkin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alan Lufkin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ralph Lufkin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert
  Margolskee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D. Scott
  Linthicum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

  



 











 


	
  

  	
  GIVAUDAN
  FLAVORS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
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  Justin M.
  Margolskee, custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nanda Beatini

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lenore Snyder

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard McGregor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen Gravina

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shawn M. Marcell

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Harvey D. Homan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MOUNT
  SINAI SCHOOL OF MEDICINE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

  



 











 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John Chabla

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Matthew Homan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael Homan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

  
	
   

  



 











EXHIBIT A


 


	
  Name and Address

  	
   

  
	
   

  
	
  NJTC Venture
  Fund SBIC, L.P.

  1001 Briggs Road, Suite 280

  Mt. Laurel, NJ 08054

  Facsimile: 856-273-6800

  Attention: Robert Chefitz

  
	
   

  
	
  Cargill,
  Incorporated

  15407 McGinty Road West

  Wayzata, MN 55391-2399

  Facsimile: 952-742-2992

  Attention: Senior Attorney—Cargill Ventures

  
	
   

  
	
  Danisco Venture
  A/S (Dansico A/S)

  langebrogade 1, PO Box 17

  DK-1001 Copenhagen K

  Facsimile: +45 32 66 21 59

  Attention: Leif Kjargaard

  
	
   

  
	
  E. I. du Pont de
  Nemours and Company

  Chestnut Run Plaza 708

  PO Box 80708

  Wilmington, DE 19880-0708

  Facsimile: 302-999-4083

  Attention: Nancy Kim

  
	
   

  
	
  Aperture
  Capital, LP

  500 Park Avenue

  Suite 510

  New York, NY 10022

  Facsimile:

  Attention: Matthew S. Tierney

  
	
   

  
	
  Stephen J.P.
  Baumgartner

  Executive Director

  Pendle Hill

  338 Plush Mill Road

  Wallingford, PA 19086-6023

  



 











 


	
  Name and Address

  	
   

  
	
   

  
	
  Duke University
  Specialty Venture Fund, Inc.

  2200 West Main Street

  Suite 1000

  Durham, NC 27705

  Facsimile:

  Attention: Greg Hudgins

  
	
   

  
	
  Neil S. and
  Meryl Hillsberg

  102 Cooper Avenue

  Upper Montclair, NJ 07043

  Facsimile:

  
	
   

  
	
  Prako
  Investments & Co.

  72 Sullivan Drive

  West Orange, NJ 07052-2263

  Facsimile:

  Attention: Ronnie Selbst

  
	
   

  
	
  Raymond Salemme

  1970 Timber Lakes Drive

  Yardley, PA 19067

  
	
   

  
	
  Richard Lufkin

  Two Walnut Circle

  Basking Ridge, NJ 07920

  Facsimile:

  
	
   

  
	
  RK Ventures
  Group, LLC

  Columbia Business SchoolUris Hall

  3022 Broadway

  New York, NY 10027

  Facsimile:

  Attention: Matthew Rhodes-Kropf

  
	
   

  
	
  S.R. One,
  Limited

  
	
  Four Tower
  Bridge

  
	
  200 Barr Harbor
  Drive, Suite 250

  
	
  W. Conshohocken,
  PA 19428-2977

  
	
  Facsimile:
  610-567-1039

  
	
  Attention:
  Philip Smith

  
	
   

  



 











EXHIBIT B


 


	
  Name and Address

  	
   

  
	
   

  	
   

  
	
  Robert
  Margolskee

  306 Upper Mountain Avenue

  Upper Montclair, NJ 07043

  
	
   

  
	
  D. Scott
  Linthicum

  26 Echo Lake Drive

  Bangor, PA 18013

  
	
   

  
	
  Givaudan Flavors
  Corporation

  1199 Edison Drive

  Cincinnati, Ohio 45216

  
	
   

  
	
  Justin M.
  Margolskee, as custodian

      For Daniel P. Margolskee, Allison J. Margolskee

  and Andrew J. Margolskee

  23 Peachtree Road

  Lexington, MA 02173

  
	
   

  
	
  Nanda Beatini

  136 Cosman Street

  Washington Township, NJ 07675

  
	
   

  
	
  Lenore Snyder

  183 Pinehurst Avenue

  Apartment 51

  New York, NY 10033

  
	
   

  
	
  Richard McGregor

  34 Ferbua Way

  2nd Floor

  Rutherford, NJ 07070

  
	
   

  
	
  Stephen Gravina

  211 Orient Way

  Rutherford, NJ 07070

  
	
   

  
	
  Shawn M. Marcell

  1124 Woodmont Road

  Gladwyne, PA 19035

  610-519-1391

  



 











 


	
  Name and Address

  	
   

  
	
   

  
	
  Harvey D. Homan

  22 Walnut Circle

  Basking Ridge, NJ 07920

  
	
   

  
	
  Alan Lufkin

  10900 Euclid Avenue

  4 Yost Hall

  Cleveland, OH 44106-7061

  
	
   

  
	
  Ralph Lufkin

  PO Box 11058

  Annapolis, MD 21412-1058

  
	
   

  
	
  Graeme Lufkin

  309 Northeast 120th Street

  Apartment 203

  Seattle, WA 98125

  
	
   

  
	
  Mount Sinai
  School of Medicine

  One Gustav L. Levy Place

  New York, NY 10029

  
	
   

  
	
  Matthew Homan

  [Address]

  
	
   

  
	
  Michael Homan

  
	
  [Address]