**Exhibit10.1**

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**Agreement No.             **

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**LOAN AND SECURITY AGREEMENT**

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THIS LOAN AND SECURITY AGREEMENT the (“Agreement”),dated as of September 25, 2008, is made by and between Redpoint BioCorporation, a Delaware corporation with a principal place of business locatedat 7 Graphics Drive, Ewing, New Jersey 08628 (“**Debtor**”); and CIT Healthcare LLC, a Delaware limited liabilitycompany with offices located at 305 Fellowship Road, Suite 305, MountLaurel, NJ (“**CIT**”)

 

**RECITALS:**

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A.                                   Debtor hasrequested that CIT make certain Loans to Debtor, which shall be evidenced byand payable in accordance with certain Notes executed by Debtor, each of whichexecuted Notes shall incorporate the terms of this Agreement but shall each bedeemed a separate agreement and obligation; and

 

B.                                     To secure allof its payment and performance obligations under the Loan Documents, Debtor hasagreed to grant to CIT a security interest in certain Collateral, upon theterms and conditions set forth below.

 

NOW, THEREFORE, in consideration of their mutualcovenants and agreements set forth in this Agreement, and intending to belegally bound, CIT and Debtor hereby agree as follows:

 

**SECTION I.**                                           DEFINITIONS ANDACCOUNTING TERMS

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1.01                           Definitions.  Unless the context requires otherwise, thefollowing terms shall have the meaning set forth below for all purposes of thisAgreement and the other Loan Documents, and such meanings shall be equallyapplicable to both the singular and plural forms of the terms defined:

 

“**Agreement**”means this Loan and Security Agreement, as the same may be amended, restated orsupplemented from time to time.

 

“**Business Day**”means any day on which CIT and JPMorgan Chase Bank are open for business.

 

“**Change of Control**”means the sale, assignment or other transfer, individually or in the aggregate,of more than fifty percent (50%) of the capital stock or membership interest orpartnership interest in Debtor presently held (directly or indirectly) by thecurrent shareholders, members and/or partners (collectively, the “**Current Shareholders**”), or anyvoting rights associated therewith, to a person or entity other than a CurrentShareholder.

 

**“Collaboration Partner”** means any third party(including such third party’s employees and agents) permitted to use equipmentowned by Debtor pursuant to the terms of a licensing or collaboration agreementwith Debtor; provided that such third party shall not have a right to purchase,take possession of or move such equipment at any time.

 

“**Collateral**”means the equipment, leasehold improvements, fixtures, software imbeddedtherein, replacements, replacement parts, substitutions, additions, andaccessories thereto, as well as codes, books and records in connectiontherewith, described in the attached Exhibit A, as the same may be 

 
| Loan & Security Agreement | CIT Healthcare LLC |
|-------------------------------|--------------------|

 

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supplemented from time to time in connection with the making of anyLoan, together with all cash and non-cash proceeds thereof, whether in the formof accounts, general intangibles, instruments, investment property, chattelpaper or otherwise.

 

“**Default**” meansany event specified in Section 8.01 hereof, which with the givingof notice or the lapse of time, or both, would result in an Event of Default.

 

“**Default Rate of Interest**”has the meaning provided in the applicable Note.

 

“**Documentation Fee**”has the meaning provided in Section 7.01.

 

“**Event of Default**”has the meaning provided in Section 8.01.

 

“**Event of Loss**”has the meaning provided in Section 6.02.

 

“**GAAP**” means generallyaccepted accounting principles in the United States of America as in effectfrom time to time and for the period as to which such accounting principles areto apply.

 

“**Indebtedness**”means, without duplication, all liabilities, contingent or otherwise, which areeither (a) obligations in respect of borrowed money or for the deferredpurchase price of property or assets, or (b) obligations with respect tocapital leases.

 

“**Indemnified Party**”has the meaning provided in Section 7.02.

 

“**Late Fee**” has themeaning provided in Section 7.01.

 

“**Loan Documents**”means this Agreement, the Notes, the other closing documents executed byDebtor, and any other ancillary agreements executed by Debtor from time to timein connection with this Agreement, all as may be amended, restated orsupplemented from time to time.

 

“**Loan**” meanseach advance of credit to Debtor made under this Agreement, and “Loans” means, collectively, allsuch advances of credit.

 

“**Material Adverse Change”,“Material Adverse Effect**” means a material adverse change in ormaterial adverse effect on any of (a) the business, condition (financialor otherwise), operations, performance, properties or prospects of Debtor, (b) theability of Debtor to perform its obligations under this Agreement or any otherLoan Document, (c) the value of the Collateral or (d) the ability ofCIT to enforce the Obligations or its rights and remedies under this Agreementor any of the other Loan Documents.

 

“**Maximum Loan Amount**”means an amount equal to the “PrincipalAmount” as defined in each Note, and allowance for certain amounts suchas accrued interest, sales taxes and overages, which amount shall not exceed,in the aggregate, $2,000,000.00.

 

“**Notes**” meanseach promissory note executed in connection with a Loan and, collectively, “Notes” means all such promissorynotes.

 

“**Obligations**”means all now existing or hereafter arising debts, obligations, covenants, andduties of payment or performance of every kind, matured or un-matured, director contingent, owing, arising, due or payable to CIT or any affiliate or director indirect subsidiary of CIT, by or from Debtor whether arising out of thisAgreement or any other Loan Document or otherwise, including, without 

 

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limitation, the obligation of Debtor: (a) to pay the principal of,and interest on, each Loan in accordance with the terms of this Agreement, andto pay and satisfy all other indebtedness, liabilities and monetary obligationsowed by Debtor to CIT under the Loan Documents; (b) to perform all ofDebtor’s other obligations under this Agreement and the other Loan Documents;and (c) to pay all costs, fees and expenses incurred by CIT in connectionwith this Agreement and the other Loan Documents, including, without limitation,(i) recording fees and taxes imposed in connection with the execution ofany Note or the filing of any financing statements or other personal propertysecurity documents, (ii) all costs that CIT may incur to obtain ormaintain the insurance coverage required under Section 6.01, and (iii) allreasonable costs, fees, expenses and disbursements of inside or outside counselhired by CIT in connection with the preparation, negotiation, amendment,modification, administration and enforcement of the Loan Documents or CIT’ssecurity interests in the Collateral, including any proceeding brought by CITto enforce payment of any of the foregoing obligations, or the representationof CIT in any bankruptcy proceeding filed by or against Debtor.

 

“**Origination Fee**”has the meaning provided in Section 7.01.

 

“**Payment Date**”means the due date of any payment of principal or interest on any Loan, as setforth in the Note evidencing such Loan.

 

**“Permitted Liens”**means (i) liens createdpursuant to the Loan Documents, (ii) liens imposed by law for taxes thatare not yet due or are being contested in good faith if adequate reserves withrespect thereto are maintained on the books of the Borrower in accordance withGAAP, (iii) carriers’, warehousemen’s, mechanics’, materialmen’s,repairmen’s and other like liens imposed by law, arising in the ordinary courseof business provided that such liens secure only amounts not yet due andpayable, or if due and payable, (a) are unfiled and no other action hasbeen taken to enforce the same, or (b) are being contested in good faithby appropriate proceedings for which adequate reserves determined in accordancewith GAAP have been established, and (iii) judgment liens in respect ofjudgments that do not constitute an Event of Default hereunder.

 

“**Prepayment Fee**”has the meaning provided in the applicable Note.

 

“**Uniform Commercial Code**”means the Uniform Commercial Code as adopted and in effect from time to time inthe State of New York, or any other applicable state.

 

“**Use of Proceeds**”means the proceeds and use of the Loans, and shall be used by Debtor solely forthe acquisition of equipment, provided that up to $500,000 of the proceeds ofthe Loans may be used for soft costs, such as freight, taxes and installationassociated with the acquisition of such equipment or for general corporateworking purposes (collectively, “Softcosts”).

 

1.02                           Accounting Terms.  Accounting terms used and not otherwisedefined in this Agreement, have the meanings determined by, and allcalculations with respect to accounting or financial matters shall be computedin accordance with, GAAP.

 

**SECTION II.**                                       THE LOANS

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2.01                           Commitment to Make Loans.  Subject to the satisfaction of the applicableconditions precedent, CIT agrees to make Loans to Debtor, on or before September 25,2009 up to the Maximum Loan Amount for the purchase of equipment, whichequipment must be approved and deemed acceptable by CIT;  provided that up to $500,000 of the proceedsof the Loans may be used for Softcosts. All Loans requested by Debtor shall be in increments of $100,000 andshall be due and payable on or before September 25, 2013.

 

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2.02                           Loans Evidenced by the Notes.  Whenever Debtor desires that CIT make a Loan,Debtor shall notify CIT of the date on which Debtor desires CIT to make suchLoan and provide CIT with a completed and signed Note to evidence the Loan, inform and substance satisfactory to CIT, a completed and signed FundingCertificate in the form set forth on Exhibit B hereto, a supplementto Exhibit A hereto setting forth the Collateral being purchased(or reimbursed, as the case may be) with the proceeds of such Loan.  With respect to equipment purchased by Debtorprior to the date hereof, or acquired after the date hereof by the Debtor usingfunds other than the proceeds of a Loan, and subject to Section 2.06hereof, in order to request a loan to reimburse the cost of such equipment,Debtor shall provide CIT with a copy of the original invoice and proof ofpayment for such equipment.

 

2.03                           Payments of Principal andInterest.  Theprincipal amount of each Loan and all interest thereon shall be due and payableto CIT, in immediately available funds, without defense, setoff, claim,counterclaim or right of recoupment, in accordance with the terms of the Noteevidencing such Loan.

 

2.04                           Interest on Loans; DefaultRate.  The rate of interest on eachLoan shall be calculated at a rate equal to the per annum rate of interestpublished in the Federal Reserve Statistical Release H.15 as the five-yeartreasury note rate (as determined two (2) business days prior to theissuance of the applicable Loan), plus 9.10%, provided that the five-yeartreasury note rate shall not be lower than 2.90%.  Notwithstanding the foregoing, the rate ofinterest on each Loan shall be capped at 12.95%.  Upon the occurrence of an Event of Default,all Loans may, at the election of CIT, bear interest at the applicable DefaultRate of Interest set forth in the Note evidencing such Loans until such Eventof Default is waived.  Debtor may electan interest-only period of up to six (6) months with respect to each ofthe Loans.

 

2.05                           Other Terms and Conditionsof Loans.  Each Loanshall be subject to such other terms and conditions as are set forth in theapplicable Note.

 

2.06                           Equipment Acquired Prior tothe Date Hereof.  Withrespect to equipment acquired by Debtor prior to the date of this Agreement,the Debtor may request Loans for the following percentage of the actual cost ofsuch equipment: (a) with respect to equipment purchased within six (6) monthsprior to the date hereof, 100% of the actual cost, and (b) with respect toequipment purchased more than six (6) months, but less than twelve (12)months prior to the date hereof, 70% of the actual cost, and (c) withrespect to equipment purchased more than twelve (12) months but less thantwenty-four (24) months prior to the date hereof, 60% of the actual cost, and (d) withrespect to equipment purchased more than twenty-four (24) months prior to thedate hereof, 0% of the actual cost. Notwithstanding the foregoing, the $500,000 of Loans which relate toSoftcosts shall not be subject to the percentage restrictions set forth above.

 

2.07         ConditionsPrecedent to Initial Funding.  The obligation of CIT to make the Loans tothe Debtor is subject to the satisfaction or waiver in writing by CIT of thefollowing conditions precedent:

 

2.07.1          Lien Searches.  CIT shall have received tax lien, judgmentlien and Uniform Commercial Code searches from all jurisdictions reasonablyrequired by CIT, and such searches shall verify that CIT, will have, a firstpriority security interest in the Collateral.

 

2.07.2          Insurance.  Debtor shall have delivered to CIT evidencesatisfactory to CIT that all required insurance is in full force and effect inaccordance with Section 6.

 

2.07.3          UCC Filings.  All Uniform Commercial Code financingstatements and similar documents required to be filed in order to create infavor of CIT, a first priority 

 

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perfected security interest in theCollateral, shall have been properly filed in each office in each jurisdictionrequired.

 

2.07.4          Secretary’s Certificate.  CIT shall have received an executedcertificate of the corporate secretary of the Debtor, satisfactory in form andsubstance to CIT, certifying that the representations and warranties containedherein are true and correct in all material respects and that Debtor is incompliance with all of the terms and provisions set forth herein; attesting tothe signature of the person executing the Loan Documents and no Default orEvent of Default has occurred.

 

2.07.5          Organizational Documents.  CIT shall have received a copy of theCertificate of Incorporation of Debtor, certified by the applicable authorityin Delaware, and copies of the by-laws (as amended through the date hereof) ofDebtor.

 

2.07.6          No Material Adverse Effect.  CIT shall have completed and be satisfiedwith an updated examination and verification of the books and records of theDebtor, and such examination shall indicate that (i) no material adversechange has occurred in the financial condition, business, prospects, profits,operations or assets of the Debtor or the Debtors’ subsidiaries over the last ninety (90) days.

 

2.07.7          Background Checks.  CIT shall have received and be satisfied withbackground checks on key managers and stockholders of Debtor, if requested.

 

2.07.8          Landlord Waivers.  CIT shall have received a fully executedlandlord waiver with respect to each leased location where the Collateral willbe located.  Each such location is listedon Exhibit A.

 

2.07.9          Other Documents.  Such other documents and completion of suchother matters, as CIT may reasonably deem necessary or appropriate.

 

2.08             Conditions Precedent to Making Loans.

 

2.08.1          No Default.  No Default or Event of Default shall haveoccurred and be continuing or would result from the making of the Loan.

 

2.08.2          Material Adverse Effect.  CIT has determined in CIT’s sole discretionthat nothing has occurred that has had a Material Adverse Effect.

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**SECTION III.**            COLLATERALSECURITY

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3.01         Grant of Security Interest.  To secure Debtor’s payment and performance ofall of the Obligations, Debtor hereby grants to CIT a general, continuing andvalid, first priority security interest in and perfected lien upon theCollateral.

 

3.02         Accessions.  All additions and upgrades acquired by Debtorwhich are or become attached to or part of the Collateral, which are notremovable without in any way affecting or impairing the originally intendedfunction or use of such Collateral, shall become Collateral subject to theterms of this Agreement.

 

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3.03         Financing Statements and Evidence of SecurityInterests.  Debtorhereby authorizes CIT to file such Uniform Commercial Code financing statementsin form satisfactory to CIT as CIT reasonably deems necessary in order toperfect CIT’s security interest in the Collateral.  In addition, Debtor agrees to take such othersteps as CIT from time to time reasonably may request in order to perfect CIT’ssecurity interests in the Collateral, including noting of CIT’s lien on theCollateral and delivering to CIT any of the Collateral evidenced by anInstrument or a certificate.

 

**SECTION IV.**           REPRESENTATIONSAND WARRANTIES

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4.01         Representations and Warranties.  Debtor hereby represents and warrants to CITas follows:

 

(a)           Existence and Power.  Debtor is duly organized, validly existing,and in good standing under the laws of the State of Delaware. Debtor has the powerto own its properties and to engage in its business as currently conducted.

 

(b)           Financial Condition.  All financial information and financialstatements of Debtor previously furnished to CIT present fairly, in allmaterial respects, the financial condition of Debtor as of the date of suchfinancial information or financial statements, as applicable.

 

(c)           Debtor Information.  The signature block on the signature page hereofsets forth Debtor’s exact and complete legal name.  In addition, set forth under Debtor’ssignature block is Debtor’s (i) type of organization, (ii) the Statein which Debtor is organized or formed, (iii) Debtor’s organizationalidentification number (or, if no such identification number has been assignedby Debtor’s State of organization, an indication that no such number has beenassigned), (iv) the exact address of its chief executive office, and (v) Debtor’sfederal employer identification number.

 

(d)           Past Changes.  Except as set forth on Schedule 4.01(d) oron the signature block on the signature page hereof, Debtor has not withinthe past five (5) years (i) changed its name, (ii) been thesurviving entity in any merger, or (iii) been known by, or included in aUniform Commercial Code financing statement relating to Debtor under, any nameother than Debtor’s name set forth on the signature page hereof.

 

(e)           No Violations.  The making and performance of this Agreement,the Notes and the other Loan Documents will not (i) violate Debtor’sorganizational documents, (ii) violate any applicable laws or (iii) resultin a breach of or default under any material contract, agreement, or instrumentto which Debtor is a party or by which Debtor or its property is bound,including, without limitation, any shareholder agreements and convertible notedocumentation.

 

(f)            Consents.  All necessary consents, approvals orauthorizations of, or filing, registration or qualification with, any person,entity or governmental authority, required to be obtained by Debtor inconnection with the execution and delivery of this Agreement or the undertakingor performance of any obligation hereunder has been obtained.

 

(g)           Pending Disputes.  Except as previously disclosed by Debtor toCIT in writing, there exist no actions, suits or proceedings of any kind by or againstDebtor pending in any court or before any arbitrator or governmental body,that, individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect.

 

(h)           Authority and Enforceability.  Debtor (i) has the power and authorityto enter into this Agreement, the Notes and the other Loan Documents, and toincur and perform the Obligations, and (ii) 

 

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has taken all actions necessary to authorize the execution, delivery,and performance of this Agreement, the Notes and the other Loan Documents towhich Debtor is a party.  This Agreement,the Notes the other Loan Documents to which Debtor is a party are valid,binding, and enforceable against Debtor in accordance with their respectiveterms subject to applicable bankruptcy, insolvency, reorganization, moratoriumor other laws affecting creditors’ rights generally and subject to generalprinciples of equity, regardless of whether considered in a proceeding inequity or law.

 

(i)            Collateral Matters.  Debtor is the absolute owner of allCollateral, free and clear of all liens, claims and encumbrances other than thePermitted Liens.

 

(j)            Environmental and Health Care Issues.  Debtor represents and warrants that it: (i) possessesand will maintain at all times during the term of this Agreement environmental,health and safety licenses, healthcare and other permits, authorizations,registrations, FDA and other approvals and similar rights (“Approvals”) necessary under allenvironmental and health laws, rules and regulations for Debtor to conductits operations as now being conducted and (ii) each Approval and similarrights is and will remain during the term of this Agreement valid andsubsisting, in full force and effect and enforceable by Debtor in all materialrespects.  Except as disclosed in thisAgreement, Debtor has received no written notices of any violation ornoncompliance with, or remedial obligation under, any environmental or healthcare laws and there are no writs, injunctions, decrees, orders, lawsuits,claims, proceedings or judgments outstanding under or, to the knowledge ofDebtor, investigations or inquiries pending or threatened relating to theownership, use, condition, maintenance or operation of, or conduct of businessrelated to, any Collateral, any real estate where the Collateral is located orother Collateral covered by this Agreement.

 

4.02         Remaking of Representations and Warranties.  All representations and warranties made byDebtor in Section 4.01 shall be deemed to be remade by Debtor eachtime that CIT makes a Loan to Debtor and each time that CIT makes adisbursement under any Loan to Debtor.

 

**SECTION V.**             COVENANTS OFDEBTOR

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5.01         Affirmative Covenants.  Until the full and final payment andsatisfaction of the Obligations and the termination of CIT’s commitments tomake Loans hereunder, Debtor agrees to comply, at all times, with the followingagreements and covenants:

 

(a)           Liens.  Debtor agrees to keep the Collateral free andclear of all liens, claims and encumbrances (other than Permitted Liens), andto forever warrant and defend the Collateral from any and all claims anddemands of any other person or entity.

 

(b)           Maintenance of Collateral.  Debtor agrees to (i) maintain theCollateral in good and substantial repair and condition, reasonable wear andtear excepted, (ii) make any and all repairs and replacements to theCollateral when and where reasonably necessary, and (iii) safeguard,protect and hold all Collateral in accordance with the terms hereof and subjectto CIT’s security interest.  TheCollateral shall be held at all times at the locations listed on Exhibit Ahereto or other locations approved by CIT in writing and for which CIT hasreceived, at its request, an executed landlord waiver.

 

(c)           Compliance with Laws.  Debtor agrees to comply with all federal,state and local acts, rules and regulations, and all orders of anyfederal, state or local legislative, administrative or judicial body orofficial applicable to Debtor, the Debtor’s business, if the failure to socomply would have a Material Adverse Effect.

 

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(d)           Maintenance and Compliance with Permits.  Debtor agrees to obtain and maintain allpermits, approvals, authorizations and licenses necessary to operate itsbusiness, to conduct Debtor’s business and to bill and collect accountsreceivable payable by governmental entities, except to the extent the failureto maintain any such permit, approval, authorization or license would not havea Material Adverse Effect.

 

(e)           Financial Records.  Debtor agrees to maintain books and recordspertaining to Debtor’s financial matters in such detail, form and scope as iscommercially reasonable.  Debtor agreesto allow CIT, at reasonable times upon reasonable notice, but in any event,absent the occurrence of a Default, only two (2) times in any twelve (12)month period, (i) to examine Debtor’s books and records, and make copiesthereof and take extracts therefrom, and (ii) to verify and inspect theCollateral.

 

(f)            Financial Statements.  Debtor agrees to furnish to CIT the followingfinancial statements of Debtor:

 

(i)            Within ninety (90) days following the end of eachfiscal year of Debtor, audited financial statements of Debtor for such fiscalyear, including a balance sheet, income statement and statement of cash flowsfor such fiscal year, prepared in accordance with GAAP and certified (withoutqualification or exception deemed material by CIT) by independent certifiedpublic accountants who are reasonably acceptable to CIT , setting forth incomparative form the figures for the previous fiscal year (if applicable); and

 

(ii)           Within forty-five (45) days after the end of eachfiscal quarter of Debtor, unaudited quarterly financial statements, conformingto the requirements set forth in clause (i) above but subject toreasonable year-end adjustments and without footnotes, prepared in conformitywith GAAP and certified by Debtor’s chief financial officer to be, in suchofficer’s opinion, complete, true and correct in all material respects and topresent fairly Debtor’s financial position as of the end of such fiscalquarter.

 

(g)           Terrorism and Money Laundering Laws.  Debtor agrees to comply with all applicableanti-money laundering and terrorism laws, regulations and executive orders ineffect from time to time (including, without limitation, the USA Patriot Act(Pub. L. No. 107-56)).  Debtor shallalso ensure that no person who owns a controlling interest in or otherwisecontrols Debtor is a person designated under Section 1(b), (c) or (d) ofExecutive Order No. 13224 (issued September 23, 2001) or any othersimilar executive order.  Debtoracknowledges that CIT’s performance hereunder is subject to compliance with allsuch laws, regulations and executive orders, and in furtherance of theforegoing, Debtor agrees to provide to CIT all information about Debtor’sownership, officers, directors, customers and business structure as CITreasonably may require to comply with such laws, regulations and executiveorders.

 

(h)           Use of Loan Proceeds.  Debtor agrees to use the proceeds of allLoans only for the purchase of equipment in the normal course of business andnot for distributions to any shareholders, members or partners of Debtor;provided that up to $500,000 of the proceeds of the Loans may be used forSoftcosts.

 

(i)            Taxes and Tax Returns.  Debtor agrees to file timely all federal,state, and local tax returns required by applicable laws and to pay or causedto be paid all taxes, assessments, and other governmental charges imposed uponDebtor or the Collateral prior to the due date therefor.  If a lien securing any taxes is filed in anypublic office, then Debtor shall pay all such taxes immediately and remove suchlien promptly; provided, that, pending such payment and removal of such lien,CIT may, at its election and without curing or waiving any Event of Defaultwhich may have occurred as a result 

 

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thereof, pay such taxes on behalf of Debtor, and the amount paid by CITshall become an Obligation which is due and payable on demand by CIT.

 

(j)            Right of First Negotiation for New EquipmentFinancing.  During theone year period following the effective date of this Agreement, Debtor agreesthat should Debtor desire to borrow an aggregate amount less than or equal totwo million dollars ($2,000,000) for the purpose of acquiring or otherwisefinancing equipment, then Debtor shall notify CIT of such desire and shallnegotiate with CIT the proposed terms of such financing.  In the event that CIT and Debtor fail toagree on terms for such financing within twenty (20) days after Debtor firstnotifies CIT of such intention, then Debtor shall be free to negotiate termsfor such financing with third parties. If CIT notifies Debtor that CIT is not interested in negotiating termsfor such a proposed financing, then subject to the restrictions set forthherein, Debtor may immediately enter into negotiations with a third party forthe financing of such equipment and is not required to wait twenty (20) daysbefore initiating such negotiations.  Forpurposes of clarity, CIT shall have this right of first negotiation only forthe one year period following the effective date of this Agreement and only fora financing in an aggregate amount less than or equal to two million dollars($2,000,000).

 

5.02         Negative Covenants.  Until the full and final payment andsatisfaction of the Obligations and the termination of CIT’s commitments tomake Loans hereunder, Debtor agrees to comply, at all times, with the followingagreements and covenants:

 

(a)           Sale of Collateral.  Debtor agrees (i) not to sell, assign orotherwise dispose of any interest in the Collateral, and (ii) not toremove or attempt to remove any item of Collateral from the location set forthon Exhibit A hereto once installed.

 

(b)           No Fixtures.  No part of the Collateral other thanleasehold improvements shall be or become fixtures under applicable law.

 

(c)           Organizational and Business Changes. Debtor agreesnot to (i) merge or consolidate with any other entity, (ii) changeits name, (iii) change its structure or organizational form, orreincorporate or reorganize in a new jurisdiction, (iv) permit any Changein Control, or (iv) enter into or engage in any operation or businessactivity other than its business as currently conducted; provided thatDebtor may change its name or so long as Debtor provides CIT with thirty (30)days prior written notice thereof and the appropriate parties execute anddeliver to CIT, prior to making such change, all documents and agreementsrequired by CIT in order to ensure that CIT’s security interests in theCollateral continue in effect without any break or lapse in perfection.

 

(d)           Subsidiaries.  Debtor agrees not to create or acquire anynew subsidiary unless (a) Debtor notifies CIT as promptly as reasonablypracticable prior to the formation or acquisition of such subsidiary and (b) atCIT’s election, such subsidiary guarantees the Obligations.

 

**SECTION VI.**           INSURANCE;EVENT OF LOSS

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6.1           Insurance Coverage.

 

(a)           Debtor shall obtain and maintain, at Debtor’sexpense, “All Risks” property insurance covering the Collateral against allrisks of loss or physical damage to the Collateral for the full insurable 

 

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value thereof at the greater of on a “replacement cost” basis or forthe outstanding balance of the Obligations, and naming CIT as lender losspayee.  In addition, Debtor shall obtainand maintain commercial general liability coverage in an amount reasonably acceptableto CIT and naming CIT as additional insured, and Debtor shall also obtain suchother insurance in amounts and against such risks as CIT may reasonablyspecify, and shall promptly deliver each policy to CIT with a standardlong-form lender endorsement duly executed by the applicable insurance carrier(or its authorized agent) or other evidence of insurance acceptable to CIT; andproviding CIT with not less than thirty (30) days prior written notice ofcancellation (ten (10) days for non-payment of premiums).  Each such policy shall be in form, terms andamounts with deductibles satisfactory to CIT, issued by insurance carriersreasonably satisfactory to CIT.  Suchcarriers shall in no event have an A.M. Best’s Rating of less than “A-VII.”  As to CIT’s interest in such policy, no actor omission of CIT or any of CIT’s officers, agents, employees orrepresentatives shall affect the obligations of the insurer to pay the fullamount of any loss.

 

(b)           Debtor hereby assigns to CIT any monies which maybecome payable under any such policy of insurance as a result of any Collateralthat has been destroyed or otherwise impaired and irrevocably constitutes andappoints CIT as Debtor’s attorney in fact (i) to make, settle and adjustclaims under each policy of insurance, (ii) to make claims for any monieswhich may become payable under such insurance and other insurance on theCollateral including returned or unearned premiums, and (iii) to endorseDebtor’s name on any check, draft or other instrument received in payment ofclaims or returned or unearned premiums under each policy and to apply thefunds to the payment of the Obligations owing to CIT; provided, however, CIT isunder no obligation to do any of the foregoing.

 

(c)           Should Debtor fail to maintain the insurancecoverage required by this Section 6.01 in full force, or to pay anypremium in whole or in part relating thereto, then CIT, without waiving orreleasing any default or obligation by Debtor, may (but shall be under noobligation to) either (i) purchase and maintain insurance coverage on theCollateral or (ii) pay the premiums therefor, in either case, on behalf ofDebtor.  The full amount of any suchinsurance purchased and/or premium paid by CIT shall be payable by Debtor upondemand, and failure to pay same shall constitute an Event of Default under thisAgreement and the other Loan Documents.

 

6.02         Event of Loss.  In the event that there has been a loss ofCollateral or damage thereto to all or any portion of any Collateral (an “Eventof Loss”), Debtor shall forthwith (and in any event within three (3) daysafter such occurrence) give CIT written notice of such Event of Loss, and CITand Debtor shall proceed diligently and cooperate fully with each other in therecovery of any and all proceeds of insurance applicable thereto.  All such proceeds of insurance shall be paidto CIT and applied against the Debtor’s Obligations, such application to bemade first to accrued interest and all other amounts then due and owing underthe terms and conditions of the Loan Documents, and second ratably against theinstallments due under the Notes in the inverse order of their maturities.

 

**SECTION VII.**          FEES ANDEXPENSES; INDEMNITY

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7.01         Fees and Expenses.

 

(a)           Facility/Structuring Fee.  To induce CIT to enter into this Agreementand to extend to Debtor the Loans, Debtor agrees to pay to CIT afacility/structuring fee in the amount of $20,000.00 (the “**Facility/Structuring Fee**”), which shall befully earned upon execution of this Agreement by CIT and Debtor.

 

(b)           Late Fee.  In addition to other amounts which may be duehereunder, Debtor agrees to pay to CIT a late fee in the amount of 5% of thepayment amount (the “**Late Fee**”)for each payment of 

 

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principal and/or interest which shall not have been received by CITwithin ten (10) days following the due date therefor.

 

(c)           Attorney Fees.  In addition to other amounts which may be duehereunder, Debtor agrees to pay to CIT on request for all reasonable costs,fees and expenses of CIT, or any persons acting on its behalf (including,without limitation, the fees, costs and expenses of inside or outside counselin connection with the drafting, negotiating and execution of all LoanDocuments.

 

(d)           Other Obligations.  Debtor agrees to pay to CIT, within (ten) 10days of Debtor’s receipt of an invoice from CIT, all other monetary Obligationsdue and payable by Debtor to CIT under this Agreement, the Notes and the otherLoan Documents.

 

7.02         Indemnity.  Debtor hereby agrees to indemnify CIT and itsofficers, directors, employees, attorneys and agents (each, an “**Indemnified Party**”) from, and to defend andhold each Indemnified Party harmless against, any and all losses, liabilities,obligations, claims, actions, judgments, suits, damages, penalties, costs,fees, expenses (including reasonable attorney’s fees) of any kind or naturewhich at any time may be imposed on, incurred by, or asserted against, anyIndemnified Party: (a) as a result of CIT’s exercise of any of CIT’srights and remedies under this Agreement, or CIT’s defense of its interests inthe Collateral (including the defense of claims brought by Debtor as adebtor-in-possession, any creditors’ committee of Debtor or any trustee inbankruptcy); (b) as a result of any environmental pollution, hazardousmaterial or environmental clean up relating to the real estate on which theCollateral may be located; (c) in connection with any regulatoryinvestigation or proceeding by any regulatory authority or agency havingjurisdiction over Debtor; and (d) otherwise relating to or arising out ofthe transactions contemplated by this Agreement, the Notes and the other LoanDocuments, or any action taken (or failure to act) by any Indemnified Partywith respect thereto; provided that an Indemnified Party’s conduct inconnection with any of the foregoing matters does not constitute grossnegligence or willful misconduct.  Thisindemnification shall survive the repayment and satisfaction of theObligations.

 

**SECTION VIII.**         EVENTS OF DEFAULT; REMEDIES

** **

8.01         Events of Default.  The occurrence of any one or more of thefollowing events shall constitute an “Event of Default” hereunder:

 

(a)           Debtor shall fail to pay when due the principal andinterest payable under any Note, or any other monetary Obligation due andpayable by Debtor to CIT under this Agreement, the Notes or the other LoanDocuments, and such failure shall continue for a period of ten (10) days;

 

(b)           Debtor shall fail to perform or observe any othercovenant, condition or agreement to be performed or observed by Debtor underthis Agreement, the Notes or the other Loan Documents (other than thosereferred to in Section 8.01(c) below), and such failure shallcontinue unremedied for a period of 30 days;

 

(c)           Debtor shall fail to perform or observe anycovenant, condition or agreement to be performed or observed by Debtor pursuantto Sections 5.01(a), 5.01(h), 5.02 and 6.01 hereof;

 

(d)           Any representation or warranty made by Debtorherein, in any other Loan Document or in any document or certificate furnishedto CIT in connection herewith shall have been incorrect or misleading in anymaterial respect when made or deemed made;

 

(e)           Debtor shall liquidate or dissolve, or shall ceaseto do business as a going concern;

 

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 (f)                                 (i) The commencement by Debtor of anybankruptcy, insolvency, arrangement, reorganization, receivership, assignmentfor the benefit of creditors or similar proceedings under any federal or statelaw; or (ii) the commencement against Debtor of any bankruptcy,insolvency, arrangement, reorganization, receivership, assignment for thebenefit of creditors or similar proceeding under any federal or state law bycreditors of Debtor, but only if such proceeding is not contested by Debtorwithin ten (10) days after commencement and not dismissed or vacatedwithin sixty (60) days after commencement;

 

(g)                                 A judgment creditor of Debtor shall obtainpossession or control of any of the Collateral by any means;

 

(h)                                 There shall be a judgment rendered againstDebtor in an amount in excess of $100,000;

 

(i)                                     A Change of Control shall occur;

 

(j)                                     A Material Adverse Effect shall occur in thebusiness or condition of Debtor; or

 

(k)                                  If Debtor breaches or violates the terms of,or if a default or an event of default occurs under any other existing orfuture agreement (related or unrelated) between or among Debtor and CIT or anyaffiliate or direct of indirect subsidiary of CIT, including withoutlimitation, any lease agreements or finance agreements.

 

8.02                           Rights and Remedies of CIT.

 

(a)                                  Remedies With Respect to Outstanding Loans.  Uponthe occurrence of an Event of Default, at the option of CIT, all commitments ofCIT to make Loans to Debtor pursuant to any of the Loan Documents shall cease,unless such Event of Default is waived in accordance herewith.  In addition, upon the occurrence andcontinuance of an Event of Default, CIT may, at its option (i) declare allObligations immediately due and payable, (ii) charge Debtor the DefaultRate of Interest on all then outstanding or thereafter incurred Obligations inlieu of the interest provided for in Section 2.04 of thisAgreement, provided that CIT has given Debtor written notice of such Event ofDefault if required by Section 2.04, and (iii) immediatelyterminate this Agreement and the other Loan Documents upon notice to theCompanies.  Notwithstanding theforegoing, (x) CIT’s commitment to make Loans to Debtor pursuant to any ofthe Loan Documents automatically shall terminate without any declaration,notice or demand by CIT upon the commencement of any proceeding described in Section 8.01(f),and (y) this Agreement automatically shall terminate and all Obligationsshall become due and payable immediately without any declaration, notice ordemand by CIT, upon (A) the commencement of any proceeding described inclause (i) of Section 8.01(f) or (B) upon thecommencement of any proceeding described in clause (ii) of Section 8.01(f),only if such proceeding shall not be contested by Debtor within the timerequired, or the proceeding shall not be dismissed or vacated within the timerequired.

 

(b)                                 Remedies With Respect to Collateral. Immediately after the occurrence and continuance of an Event of Default,CIT may, at its option, to the extent permitted by applicable law:

 

(i)                                     Exercise all rights of and remedies availableto a secured party in law or in equity with respect to Debtor and theCollateral, whether under the Uniform Commercial Code or otherwise, includingthe right to (A) by its own means or with judicial assistance, enterDebtor’s premises and take possession of the Collateral, or render it unusable,or dispose of the Collateral on such premises without any liability for rent,storage, utilities or other sums, and Debtor shall not resist or interfere withsuch action , (b) require Debtor at Debtor’s expense to assemble all or 

 

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any part of the Collateral and make itavailable to CIT at any place designated by CIT, and (C), (B) sell, lease,license or otherwise dispose of the Collateral; and

 

(ii)                                  Foreclose CIT’s security interests in theCollateral by any available judicial procedure.

 

CIT shall have the right, at its option, to rebuild,repair, or perform maintenance on any Collateral for the purpose of putting theCollateral in such saleable form as CIT shall deem appropriate.  Debtor hereby agrees that a notice receivedby it at least ten (10) days before the time of any intended public saleor of the time after which any private sale or other disposition of the Collateralis to be made, shall be deemed to be reasonable notice of such sale or otherdisposition.  Debtor covenants and agreesnot to interfere with or impose any obstacle to CIT’s exercise of its rightsand remedies with respect to the Collateral, after the occurrence andcontinuance of an Event of Default hereunder.

 

(c)                                  Application of Proceeds.  Thenet cash proceeds resulting from CIT’s exercise of any of the foregoing rights(after deducting all costs and expenses of CIT including, without limitation,legal fees and expenses) shall be applied by CIT to the payment of theObligations, whether due or to become due, in such order as CIT may elect, andDebtor shall remain liable to CIT for any deficiencies, and CIT in turn agreesto remit to Debtor or its successors and assigns, and surplus therefrom.

 

(d)                                 Rights Cumulative.  Theenumeration of the foregoing rights and remedies is not intended to beexhaustive, and the exercise of any such right or remedy shall not preclude theexercise of any other right or remedy available to CIT under applicable law orthe Loan Documents, all of which shall be cumulative.

 

8.03                           Power of Attorney.  Debtor hereby irrevocably appoints anyofficer, employee or agent of CIT as Debtor’s true and lawful attorney-in-factwith power to, upon the occurrence and during the continuance of an Event ofDefault under this Agreement or any Note or any other Loan Document:  (i) endorse Debtor’s name upon anynotes, checks, drafts, money orders, or other instruments or payments or otherCollateral that may come into CIT’s possession; (ii) sign and endorseDebtor’s name upon any documents of title, invoices, freight or express bills,assignments, verifications and notices in connection with any of theCollateral, and any instruments or documents relating thereto or to Debtor’srights therein; (iii) at any time whether or not an Event of Default hasoccurred, to execute in Debtor’s name and file one or more financing, amendmentand continuation statements covering the Collateral; and (iv) at any timewhether or not an Event of Default has occurred, to file, settle or adjust, andreceive payment of claims made under any such insurance policy on or after theoccurrence of any loss of Collateral or any damage or destruction thereto, andto endorse Debtor’s name on any checks, drafts or other instruments on paymentof such insurance  claims.  Any such attorney of Debtor shall have fullpower to do any and all things necessary to be done with respect to the abovetransactions as fully and effectually as Debtor might do.

 

**SECTION IX.**                                  MISCELLANEOUS PROVISIONS

** **

9.01                           Assignments.  Without the prior written consent of CIT,Debtor shall not assign, transfer, pledge, hypothecate, or otherwise dispose ofany interest or obligation of Debtor under this Agreement, any Note or anyother Loan Document.  Nor shall Debtorsublease or lend the Collateral or permit the Collateral to be used by anyperson or entity other than Debtor, Debtor’s employees or, solely with respectto permission to use the Collateral, Debtor’s Collaboration Partners.  Subject to Section 8.02(b) hereof,CIT may, without the consent of or notice to Debtor, assign or transfer all orany portion of CIT’s rights under this Agreement or one or more Notes to anyperson or entity.  Debtor agrees that, followingits receipt of notice of any such assignment by CIT, Debtor will pay thepayments relating to such 

 

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assigned rights directly to the assignee (or to whomever the assigneeshall designate).  Upon CIT’s request,Debtor will acknowledge to any assignee receipt of CIT’s notice of suchassignment.

 

9.02                           Further Assurance.  From time to time, Debtor will execute anddeliver to Lender such additional documents and will provide such additionalinformation and do and perform such things as Lender may reasonably require tocarry out the terms and intent of this Agreement and the other Loan Documentsand be informed of the status and affairs of Debtor.

 

9.03                           Enforcement and Waiver by CIT.  CIT shall have the right atall times to enforce the provisions of this Agreement, any Note and any otherLoan Document in strict accordance with the terms hereof and thereof,notwithstanding any prior conduct or custom on the part of CIT in refrainingfrom so doing at any time or times.  Nowaiver of an Event of Default by CIT shall be effective unless such waiver isin writing and signed by CIT.  No delayor failure of CIT to exercise any right or remedy hereunder, whether before orafter the happening of any Event of Default, shall impair any such right orremedy, or shall operate as a waiver of such right or remedy, or as a waiver ofsuch Event of Default.  A waiver on anyoccasion shall not be construed as a bar to or waiver of any right or remedy onany future occasion. No single or partial exercise by CIT of any right orremedy precludes any other or further exercise thereof, or precludes any otherright or remedy.

 

9.04                           Notices.  Except as otherwise herein provided, anynotice or other communication required hereunder shall be in writing (messagessent by e-mail or other electronic transmission (other than by telecopier)shall not constitute a writing, however any signature on a document or otherwriting that is transmitted by e-mail or telecopier shall constitute a validsignature for purposes hereof), and shall be deemed to have been validlyserved, given or delivered when received by the recipient if hand delivered,sent by commercial overnight courier or sent by facsimile, or three (3) BusinessDays after deposit in the United States mail, with proper first class postageprepaid and addressed to the party to be notified as follows:

 

(a)                                          If to CIT, at:

 

CIT Healthcare LLC305 Fellowship RoadMt. Laurel, NJ  08054Attn: Alisa MicarelliTelecopier No.: 856-727-5170;

 

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(b)                                         If to Debtor at:

 

Redpoint Bio Corporation

7 Graphics DriveEwing, NJ 08628Attn:Telecopier No.: (609) 637-0126;

 

With a copy to:

 

Morgan, Lewis & Bockius LLP

502 Carnegie Center

Princeton, NJ 08540

Attn: Andrew P. Gilbert

Telecopier No.  (609) 919-6701; or

 

(c)                                          To such other address as any party maydesignate for itself by like notice.

 

9.05                           Waivers by Debtor.  To the maximum extent permitted by applicablelaws:

 

**(a)****                                 ****DEBTOR AND CIT EACH HEREBYWAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OFOR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATEDTHEREUNDER.  DEBTOR HEREBY IRREVOCABLYWAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS BYCERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.**

 

**(b)****                                 ****DEBTOR AGREES NOT TO ASSERTANY CLAIM AGAINST CIT FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIALDAMAGES.**

 

9.06                           Choice of Law.  The validity, interpretation and enforcementof this agreement and the other loan documents shall be governed by the laws ofthe State of New York, except to the extent that any other loan documentincludes an express election to be governed by the laws of anotherjurisdiction.

 

9.07                           Consent to Jurisdiction.  Debtor consents to the personal jurisdictionand venue of the Federal and State courts located within the State of New Yorkwith respect to any action arising out of the Notes, this Agreement, the otherLoan Documents or any other document or certificate delivered in connectionherewith and therewith; provided that CIT may, in CIT’s sole discretion,enforce this Agreement, the Notes or any other Loan Document in any courthaving lawful jurisdiction thereof.

 

9.08                           Entire Agreement; Amendments; Binding Effect.  ThisAgreement and the other Loan Documents: (a) constitute the entireagreement between Debtor and CIT; (b) supersede any prior agreements; (c) maybe amended only by a writing signed by Debtor and CIT; and (d) shall bindand benefit Debtor and CIT and their respective successors and permittedassigns.  Should the provisions of anyother Loan Document conflict with the provisions of this Agreement, theprovisions of this Agreement shall apply and govern.

 

9.09                           Severability.  If any provision hereof or of any other LoanDocument is held to be illegal or unenforceable, such provision shall be fullyseverable, and the remaining provisions of the applicable 

 

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agreement shall remain in full force and effect and shall not beaffected by such provision’s severance. Furthermore, in lieu of any such provision, there shall be addedautomatically as a part of the applicable agreement a legal and enforceableprovision as similar in terms to the severed provision as may be possible.

 

9.10                           Usury Limit.  In no event shall Debtor, upon demand by CITfor payment of any of the Obligations, by acceleration of the maturity thereof,or otherwise, be obligated to pay interest and fees in excess of the amountpermitted by law.  Regardless of anyprovision herein, or in any Note or other Loan Document, CIT shall never beentitled to receive, charge or apply, as interest on any indebtedness relatinghereto, any amount in excess of the maximum amount of interest permissibleunder applicable law.  If CIT everreceives, collects or applies any such excess, it shall be deemed a partialrepayment of principal and treated as such. If as a result, the entire principal amount of the Obligations is paidin full, any remaining excess shall be refunded to Debtor.  This Section 9.10 shall controlevery other provision of this Agreement, the Notes and the other LoanDocuments.

 

9.11                           Headings.  Section and subsection headings in thisAgreement are included for convenience of reference only and shall not constitutea part of this Agreement for any other purpose.

 

9.12                           Counterparts.  This Agreement may be executed in any numberof manually executed and numbered counterparts, each of which shall be deemedto be an original, but all of which together shall constitute one and the sameagreement.  To the extent, if any, thatthis Agreement (with or without any of the Notes) constitutes chattel paperunder the provisions of the applicable Uniform Commercial Code, no securityinterest in this Agreement and such Note may be created through the transferand possession of any counterpart other than counterpart number one.

 

9.13                           Survival.  The representations, warranties, covenantsand indemnities contained in this Agreement, the Notes and the other LoanDocuments shall survive the execution and delivery hereof and thereof andpayment, performance and satisfaction of the Obligations.

 

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**IN WITNESS WHEREOF**, the parties hereto have duly executed thisAgreement as of the date set forth above.

 

REDPOINT BIO CORPORATION

 
| By:                                                      | /s/ Scott  Horvitz |   |
|----------------------------------------------------------|--------------------|--------|
| Name:  Scott M. Horvitz                                  |
| Title:  Chief Financial Officer, Treasurer and Secretary |

 

Ifan Organization, Type of Organization: Corporation

Jurisdictionof Organization or Formation:  Delaware

FederalTax Identification Number:  22-3393959

Locationof Chief Executive Office:  7 GraphicsDrive, Ewing, New Jersey, 08628

NamesUsed in Past Five (5) Years: Linguagen Corp.  

 
| CIT HEALTHCARE LLC |
|--------------------|
|               |
| By:                | /s/ Alisa Micarelli |   |
| Name:              | Alisa Micarelli |   |
| Title:             | SVP |   |

 

COUNTERPART    OF   

 

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Schedule 4.01(d)

 

Redpointwas incorporated in August 1995 under the name “Linguagen Corp.”  On November 29, 2006, we changed ourname from “Linguagen Corp.” to “Redpoint Bio Corporation”.

 

On March 12, 2007, weentered into the Agreement and Plan of Merger, dated as of March 12, 2007,by and among Redpoint, on the one hand, and Robcor Properties, Inc. (“Robcor”),Robcor Acquisition Corp., a Delaware corporation and wholly-owned subsidiary ofRobcor (“Merger Sub”), Robcor, LLC, a Kentucky limited liability company andwholly-owned subsidiary of Robcor (“Robcor LLC”), and Halter FinancialInvestments, L.P., a Texas limited partnership, and Michael Heitz, asstockholders of Robcor, on the other hand (the “Reverse Merger Agreement”).  The transactions contemplated by the ReverseMerger Agreement were consummated on March 12, 2007 (the “Closing Date”).

 

Pursuant to the ReverseMerger Agreement, on the Closing Date, Merger Sub merged with and intoRedpoint, (the “Reverse Merger”), with Redpoint being the survivingcorporation.  Redpoint became awholly-owned subsidiary of Robcor and the outstanding shares of capital stock,convertible notes and certain warrants to purchase capital stock of Redpointwere converted into an aggregate of 35,073,259 shares of Robcor common stock inaccordance with the Delaware General Corporation Law, on the terms andconditions as set forth in the Reverse Merger Agreement.

 

On May 3, 2007, Robcorand Redpoint entered into an Agreement and Plan of Merger in which Robcor, theformer parent company of Redpoint, merged with and into Redpoint. Such mergerwas deemed effective on June 15, 2007.

 

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**EXHIBIT A**

 

**COLLATERAL**

 

Seeattached.

 

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**EXHIBIT B**

 

**FUNDING CERTIFICATE**

 

Theundersigned, being the duly elected and acting                                             ofRedpoint Bio Corporation., a Delaware corporation (“Debtor”), does herebycertify to CIT HEALTHCARE LLC, (“CIT”) in connection with that certain Loan andSecurity Agreement dated as of September 25, 2008 by and among Debtor andCIT (the “Loan Agreement”; with other capitalized terms used below having themeanings ascribed thereto in the Loan Agreement) that:

 

1.                                       The representations and warranties made byBorrower in Section 5 of the Loan Agreement and in the other LoanDocuments are true and correct as of the date hereof.

 

2.                                       No event or condition has occurred that wouldconstitute a Default or an Event of Default under the Loan Agreement or anyother Loan Document.

 

3.                                       Borrower is in compliance with the covenantsand requirements contained in Sections 2.07, 2.08, 5 and 6 of the LoanAgreement.

 

4.                                       All conditions referred to in Sections2.07 and 2.08 of the Loan Agreement to the making of the Loan to be made onor about the date hereof have been satisfied.

 

5.                                       No Material Adverse Change has occurred.

 

6.                                       The proceeds for the Loan shall be disbursedas follows:

 
| Loan Amount                                   |   | $      |   |
|-----------------------------------------------|--------|--------|--------|
| Amount of Advance attributable to  Softcosts: |   | $      |   |
| Less (Initial Advances Only):                 |   |   |   |
| Legal Fees                                    |   | $      |   |
| Balance of Facility/Structuring Fee           |   | $      |   |
|                                          |   |   |   |
| Net Proceeds due Debtor from CIT:             |   | $      |   |

 

7.                                       The aggregate net proceeds of the Loan in theamount of$                                  shall be transferred to Debtor’s account as follows:

 
| Account Name:                 |   | Custody Services                            |
|-------------------------------|--------|---------------------------------------------|
| For  Final Credit to account: |   | Redpoint  Bio Corporation DE3170            |
| Bank Name:                    |   | State Street  Bank & Trust Company |
| Bank Address:                 |   | Crown Colony Park, 1200  Crown Colony Drive |
|                          |   | Quincy,  MA 02169-0938                      |
| Attention:                    |   | Trisha  Rodney                              |
| Telephone:                    |   |                                        |
| Account Number:               |   | 17039843                                    |
| ABA Number:                   |   | 011000028                                   |

 

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| Dated:                    ,  20 | DEBTOR:                  |
|---------------------------------------------------------------------------------------------------------------------------|--------------------------|
|                                                                                                                      |                     |
|                                                                                                                      | REDPOINT BIO CORPORATION |
|                                                                                                                      |                     |
|                                                                                                                      |                     |
|                                                                                                                      | By:                      |   |
|                                                                                                                      |                     |   |
|                                                                                                                      | Name:                    |   |
|                                                                                                                      |                     |   |
|                                                                                                                      | Title:                   |   |

 

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