Exhibit 10.17


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.


 



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“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


 



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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


 



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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;


 



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(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


 



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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.



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(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;


 



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(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 


 



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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) 


 



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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:

  	
  /s/ Timothy P.
  Halter

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Timothy P. Halter

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APERTURE CAPITAL, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew S. Tierney

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Matthew S. Tierney

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Member of AVP, the GP of AC, LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARGILL, INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DANISCO VENTURE A/S

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Sayre

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  James Sayre

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President, Cargill Ventures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Raymond Salemme

  	
   

  
	
   

  	
  Raymond Salemme

  	
   

  
											



 


 


SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT











 


 


	
  

  	
  DUKE
  UNIVERSITY SPECIAL VENTURE FUND

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  /s/ Neal F.
  Triplett

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David R. Shumate

  	
   

  
	
  President

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David R. Shumate

  	
   

  
	
  Duke Management
  Co.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  	
   

  
	
  Authorized Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Duke Management Company

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  E.I. DU
  PONT DE NEMOURS AND COMPANY

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Michael A. Blaustein

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	
  Michael A. Blaustein

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
  Business Director

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  NJTC VENTURE FUND SBIC, L.P.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Robert Chepitz

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  PRAKO INVESTMENTS & CO.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  RK VENTURES GROUP, LLC

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Ira Weiss

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	
  Ira Weiss

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Partner

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  S.R. ONE, LIMITED

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  Kent Gossett

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	
  Kent Gossett

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
  General Partner

  	
   

  	 

																			



 


SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT


 











 


	
  

  	
  /s/ Stephen J.P. Baumgartner

  	
   

  
	
   

  	
  Stephen J.P. Baumgartner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Neil S. Hillsberg

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Meryl Hillsberg

  	
   

  
	
   

  	
  Meryl Hillsberg

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Richard Luftkin

  	
   

  
	
   

  	
  Richard Luftkin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Graeme Luftkin

  	
   

  
	
   

  	
  Graeme Luftkin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Alan Luftkin

  	
   

  
	
   

  	
  Alan Luftkin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ralph Luftkin

  	
   

  
	
   

  	
  Ralph Luftkin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert Margolskee

  	
   

  
	
   

  	
  Robert Margolskee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ D. Scott Linthicum

  	
   

  
	
   

  	
  D. Scott Linthicum

  	
   

  



 


 


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REGISTRATION RIGHTS AGREEMENT


 











 


	
  

  	
  GIVAUDAN
  FLAVORS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Justin M. Margolskee, custodian

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nanda Beatini

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lenore Snyder

  	
   

  
	
   

  	
  Lenore Snyder

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Richard McGregor

  	
   

  
	
   

  	
  Richard McGregor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stephen Gravina

  	
   

  
	
   

  	
  Stephen Gravina

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shawn M. Marcell

  	
   

  
	
   

  	
  Shawn M. Marcell

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Harvey D. Homan

  	
   

  
	
   

  	
  Harvey D. Homan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOUNT
  SINAI SCHOOL OF MEDICINE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis S. Charney

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Dennis S. Charney

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Dean, Mount Sinai School

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  of Medicine

  	
   

  



 


SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT


 











 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Chabla

  	
   

  
	
   

  	
  John Chabla

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Matthew Homan

  	
   

  
	
   

  	
  Matthew Homan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael Homan

  	
   

  
	
   

  	
  Michael Homan

  	
   

  



 


 


 


SIGNATURE PAGE TO
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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

  [Intentionally omitted]

   

  	 

	
  Prako Investments & Co.

  72 Sullivan Drive

  West Orange, NJ 07052-2263

  Facsimile:

  Attention: Ronnie Selbst

   

  	 

	
  Raymond Salemme

  [Intentionally omitted]

   

  	 

	
  Richard Lufkin

  [Intentionally omitted]

   

  	 

	
  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

  [Intentionally omitted]

  
	
   

  
	
  D. Scott Linthicum

  [Intentionally omitted]

  
	
   

  
	
  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

  [Intentionally omitted]

  
	
   

  
	
  Nanda Beatini

  [Intentionally omitted]

  
	
   

  
	
  Lenore Snyder

  [Intentionally omitted]

  
	
   

  
	
  Richard McGregor

  [Intentionally omitted]

  
	
   

  
	
  Stephen Gravina

  [Intentionally omitted]

  
	
   

  
	
  Shawn M. Marcell

  [Intentionally omitted]

  



 













 


	
  Name and Address

  	
   

  	
   

  	
   

  
	
   

  	 

	
   

  	 

	
   

  	 

	
  Harvey D. Homan

  [Intentionally omitted]

  	 

	
   

  	 

	
  Alan Lufkin

  [Intentionally omitted]

  	 

	
   

  	 

	
  Ralph Lufkin

  [Intentionally omitted]

  	 

	
   

  	 

	
  Graeme Lufkin

  [Intentionally omitted]

  	 

	
   

  	 

	
  Mount Sinai School of
  Medicine

  One Gustav L. Levy Place

  New York, NY 10029

  	 

	
   

  	 

	
  Matthew Homan

  [Address]

  	 

	
   

  	 

	
  Michael Homan

  	 

	
  [Address]