Exhibit 10.1


SUBSCRIPTION AGREEMENT


SUBSCRIPTION AGREEMENT (“Agreement”)
made as of this      day of                               ,
200  , by and among Pubco(1), a Delaware corporation (“Pubco” or the “Company”), as
described in the Memorandum (as defined below), Redpoint Bio Corporation, a
Delaware corporation and upon the Closing Date (as defined below) a wholly
owned subsidiary of the Company (“Redpoint”) and
the undersigned (the “Purchaser” or “you”).


WHEREAS, the Company and Redpoint are parties to an
Agreement and Plan of Merger and Reorganization whereby a wholly owned
subsidiary of the Company will merge with and into Redpoint, Redpoint will
become a wholly owned subsidiary of the Company, and the existing Redpoint
stockholders will obtain majority ownership and control of the Company (the “Merger”).  Immediately
after the effective time of the Merger (the “Closing Date”),
the Company will assume, through Redpoint, its business and operations; and


WHEREAS, as a condition to the closing of the
Merger, the Company intends to obtain subscriptions for the purchase and sale,
in a private placement transaction (the “Offering”)
pursuant to Regulation D promulgated under the Securities Act of 1933, as
amended (the “Act”), of shares of the Company’s
common stock,      par value per share (the “Shares” or “Common
Stock”) at a price of $[2.25] per Share,
on the terms and conditions hereinafter set forth, and the Subscriber desires
to acquire that number of Shares set forth on the signature page hereof; and


WHERAS, Investors who invest at least $[1 million] in shares of
Common Stock also will receive a [three]-year warrant (the “Warrants”) to
buy [10]% of the
number of shares of Common Stock purchased, at an exercise price of $[     ] per share (the “Warrant Shares”).


WHEREAS, Purchaser desires
to purchase the number of Shares set forth on the signature page hereof.


NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:


1.                                       Subscription.


(a)                                  Purchaser, intending to be legally
bound, hereby irrevocably agrees to purchase the number of Shares set forth on
the Omnibus Signature Page annexed hereto at a purchase price of $[2.25] per Share. 
This subscription is submitted to you in accordance with and subject to
the terms and conditions described in this Subscription Agreement, and the
Confidential Private Placement Memorandum dated             ,
2006, as amended or supplemented from time to time, including all documents
incorporated by reference therein and all attachments, schedules and exhibits
thereto (the “Memorandum”),
relating to the offering (the “Offering”) by the
Company of a minimum of [8,888,889] Shares ($20,000,000) (the “Minimum Amount”) and a maximum of [12,444,444]
Shares ($28,000,000) (the “Maximum Amount”).


(b)                                 The
terms of the Offering are more completely described in the Memorandum and such
terms are incorporated herein in their entirety.  Certain capitalized terms 






(1) Identity of
Pubco will be set forth in and Pubco shall be required to execute the final
Subscription Agreement executed at closing.



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used, but not
otherwise defined herein, shall have the respective meanings provided in the
Memorandum.


2.                                       Payment.  The Purchaser encloses herewith a check
payable to, or will immediately make a wire transfer payment to, “Signature
Bank, Escrow Agent for Redpoint Bio Corporation,” in the full amount of the
purchase price of the Shares being subscribed for.  Together with the check for, or wire transfer
of, the full purchase price, the Purchaser is delivering a completed and
executed Omnibus Signature Page to this Subscription Agreement and the
Registration Rights Agreement.


3.                                       Deposit
of Funds.  All payments made as
provided in Section 2 hereof shall be deposited by the Company as soon as
practicable with Signature Bank, as escrow agent (the “Escrow Agent”) or such other escrow agent
appointed by Brean Murray, Carret & Co., LLC (“BMC”),
National Holdings Corporation (“National”, and
together with BMC, the “Placement Agents”)
and the Company, in a non-interest
bearing escrow account (the “Escrow Account”).  In
the event that the Company does not succeed in receiving and accepting
subscriptions for the Minimum Amount on or before January     ,
2007, subject to an extension to March     , 2007 at the
discretion of the Placement Agents and the Company, the Company will refund all
of the Purchaser’s subscription funds, without interest accrued thereon
or deduction therefrom, and will return
the subscription documents to the Purchaser. 
If the Company rejects a Purchaser’s subscription, either in
whole or in part (which decision is in the sole discretion of the Company), the
rejected subscription funds or the rejected portion thereof will be returned
promptly to the Purchaser without interest accrued thereon or deduction
therefrom.  The minimum subscription for
a Purchaser in the Offering is 44,444 Shares ($100,000); provided, however,
that the Placement Agents and the Company, in their sole discretion, may waive
such minimum subscription requirement from time to time.


4.                                       Acceptance
of Subscription.  The Purchaser
understands and agrees that the Company in its sole discretion reserves the
right to accept or reject this or any other subscription for the Shares, in
whole or in part, notwithstanding prior receipt by the Purchaser of notice of
acceptance of this or any other subscription. 
The Company shall have no obligation hereunder until the Company shall
execute and deliver to the Purchaser an executed copy of this Subscription
Agreement.  If Purchaser’s subscription
is rejected in whole, or the Offering is terminated or the Minimum Amount is
not subscribed for and accepted, all funds received from the Purchaser will be
returned without interest,
penalty, expense or deduction, and this Subscription Agreement shall thereafter
be of no further force or effect.  If
Purchaser’s subscription is rejected in part, the funds for the rejected
portion of such subscription will be returned without interest, penalty, expense or deduction, and this
Subscription Agreement will continue in full force and effect to the extent
such subscription was accepted.


5.                                       Representations
and Warranties of the Purchaser.  The
Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


(a)                                  None
of the Shares, the Warrants or the Warrant Shares are registered under the
Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. 
The Purchaser understands that the offering and sale of the Shares and
Warrants is intended to be exempt from registration under the Securities Act,
by virtue of Section 4(2) thereof and the provisions of Regulation D
promulgated thereunder, based, in part, upon the representations, warranties
and agreements of the Purchaser contained in this Subscription Agreement;


(b)                                 The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, “Advisors”),
have received the



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Memorandum and all
other documents requested by the Purchaser or its Advisors, if any, have
carefully reviewed them and understand the information contained therein, prior
to the execution of this Subscription Agreement.  Purchaser acknowledges that the identity of Pubco
has not been included in the Memorandum due to concerns with respect to the
trading of Pubco’s securities on the basis of material non-public
information.  Purchaser understands that
it has the right to obtain the identity of Pubco upon request subject to the
execution of a non-disclosure agreement which contains required restrictions on
the trading of Pubco’s securities;


(c)                                  Neither
the Securities and Exchange Commission (the “Commission”)
nor any state securities commission has approved the Shares issued by the
Company or the Warrants or Warrant Shares, or passed upon or endorsed the
merits of the Offering or confirmed the accuracy or determined the adequacy of
the Memorandum.  The Memorandum has not
been reviewed by any Federal, state or other regulatory authority;


(d)                                 All
documents, records, and books pertaining to the investment in the Shares
(including, without limitation, the Memorandum) have been made available for
inspection by the Purchaser and its Advisors, if any;


(e)                                  The
Purchaser and its Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on behalf of
the Company concerning the offering of the Shares and the business, financial
condition, results of operations and prospects of the Company, and all such
questions have been answered by the Company in writing to the full satisfaction
of the Purchaser and its Advisors, if any;


(f)                                    In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as stated in the Memorandum or as contained in documents so furnished to
the Purchaser or its Advisors, if any, by the Company in writing;


(g)                                 The
Purchaser is unaware of, is in no way relying on, and did not become aware of
the offering of the Shares through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media or broadcast over television, radio or over the
Internet, in connection with the offering and sale of the Shares and is not
subscribing for Shares and did not become aware of the offering of the Shares
through or as a result of any seminar or meeting to which the Purchaser was
invited by, or any solicitation of a subscription by, a person not previously
known to the Purchaser in connection with investments in securities generally;


(h)                                 The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby (other than
commissions to be paid by the Company to the Placement Agents as described in
the Memorandum or as otherwise described in the Memorandum);


(i)                                     The
Purchaser, either alone or together with its Advisor(s), if any, have such
knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable them to utilize the
information made available to them in connection with the offering of the
Shares to evaluate the merits and risks of an investment in the Shares and the
Company and to make an informed investment decision with respect thereto;



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(j)                                     The
Purchaser is not relying on the Company, NSC, BMC or any of their respective
employees or agents with respect to the legal, tax, economic and related
considerations of an investment in the Shares, and the Purchaser has relied on
the advice of, or has consulted with, only its own Advisors;


(k)                                  The
Purchaser is acquiring the Shares solely for such Purchaser’s own account for
investment and not with a view to resale or distribution thereof, in whole or
in part.  The Purchaser has no agreement
or arrangement, formal or informal, with any person to sell or transfer all or
any of the Shares or the Warrant Shares, and the Purchaser has no plans to
enter into any such agreement or arrangement;


(l)                                     The
purchase of the Shares represents high risk capital and the Purchaser is able
to afford an investment in a speculative venture having the risks and
objectives of the Company.  The Purchaser
must bear the substantial economic risks of the investment in the Shares
indefinitely because none of the securities included in the Shares may be sold,
hypothecated or otherwise disposed of unless subsequently registered under the
Securities Act and applicable state securities laws or an exemption from such
registration is available.  Legends shall
be placed on the securities included in the Shares to the effect that they have
not been registered under the Securities Act or applicable state securities
laws and appropriate notations thereof will be made in the Company’s stock
books.  Stop transfer instructions will
be placed with the transfer agent of the securities constituting the Shares.  The Company has agreed that purchasers of the
Shares will have, with respect to the Shares and the shares of Common Stock
underlying the Warrants, the registration rights described in the Registration
Rights Agreement in the form annexed to the Memorandum.  Notwithstanding
such registration rights, it is not anticipated that there will be any market
for resale of the Shares, the
Warrants or the Warrant Shares,
and such securities will not be freely transferable at any time in the foreseeable
future;


(m)                               The
Purchaser has adequate means of providing for such Purchaser’s current
financial needs and foreseeable contingencies and has no need for liquidity of
the investment in the shares of Common Stock contained in the Shares, the
Warrants or the Warrant Shares for an indefinite period of time;


(n)                                 The
Purchaser is aware that an investment in the Shares involves a number of very
significant risks and has carefully read and considered the matters set forth
in the Memorandum and, in particular, the matters under the caption “Risk
Factors” therein, and, in particular, acknowledges that such risks may
materially adversely affect the Company’s results of operations and future
prospects;


(o)                                 The
Purchaser is an “accredited investor” as that term is defined in Regulation D
under the Securities Act, and has truthfully and accurately completed the
Accredited Investor Certification contained herein;


(p)                                 The
Purchaser: (i) if a natural person, represents that the Purchaser has reached
the age of 21 and has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to
carry out the provisions hereof and thereof; (ii) if a corporation,
partnership, or limited liability company or partnership, or association, joint
stock company, trust, unincorporated organization or other entity, represents
that such entity was not formed for the specific purpose of acquiring the Shares,
such entity is duly organized, validly existing and in good standing under the
laws of the state of its organization, the consummation of the transactions
contemplated hereby is authorized by, and will not result in a violation of
state law or its charter or other organizational documents, such entity has
full power and authority to execute and deliver this Subscription Agreement and
all



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other related
agreements or certificates and to carry out the provisions hereof and thereof
and to purchase and hold the securities constituting the Shares, the execution
and delivery of this Subscription Agreement has been duly authorized by all
necessary action, this Subscription Agreement has been duly executed and
delivered on behalf of such entity and is a legal, valid and binding obligation
of such entity; or (iii) if executing this Subscription Agreement in a
representative or fiduciary capacity, represents that it has full power and
authority to execute and deliver this Subscription Agreement in such capacity
and on behalf of the subscribing individual, ward, partnership, trust, estate,
corporation, or limited liability company or partnership, or other entity for
whom the Purchaser is executing this Subscription Agreement, and such
individual, partnership, ward, trust, estate, corporation, or limited liability
company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company,
and represents that this Subscription Agreement constitutes a legal, valid and
binding obligation of such entity.  The
execution and delivery of this Subscription Agreement will not violate or be in
conflict with any order, judgment, injunction, agreement or controlling
document to which the Purchaser is a party or by which it is bound;


(q)                                 The
Purchaser and its Advisors, if any, have had the opportunity to obtain any
additional information, to the extent the Company had such information in their
possession or could acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information contained in the Memorandum
and all documents received or reviewed in connection with the purchase of the Shares
and have had the opportunity to have representatives of the Company provide
them with such additional information regarding the terms and conditions of this
particular investment and the financial condition, results of operations,
business and prospects of the Company deemed relevant by the Purchaser or its
Advisors, if any, and all such requested information, to the extent the Company
had such information in its possession or could acquire it without unreasonable
effort or expense, has been provided by the Company in writing to the full
satisfaction of the Purchaser and its Advisors, if any;


(r)                                    The
Purchaser represents to the Company that any information which the undersigned
has heretofore furnished or is furnishing herewith to the Company, NSC or BMC is
complete and accurate and may be relied upon by the Company in determining the
availability of an exemption from registration under Federal and state securities
laws in connection with the offering of securities as described in the
Memorandum.  The Purchaser further
represents and warrants that it will notify and supply corrective information
to the Company, NSC and BMC immediately upon the occurrence of any change
therein occurring prior to the Company’s issuance of the securities contained
in the Shares;


(s)                                  The
Purchaser has significant prior investment experience, including investment in
non-listed and non-registered securities. 
The Purchaser is knowledgeable about investment considerations in public
companies and, in particular, public companies traded on the OTC Bulletin Board.  The Purchaser has a sufficient net worth to
sustain a loss of its entire investment in the Company in the event such a loss
should occur.  The Purchaser’s overall
commitment to investments which are not readily marketable is not excessive in
view of the Purchaser’s net worth and financial circumstances and the purchase
of the Shares will not cause such commitment to become excessive.  This investment is a suitable one for the
Purchaser;


(t)                                    The
Purchaser is satisfied that it has received adequate information with respect
to all matters which it or its Advisors, if any, consider material to its
decision to make this investment;



 5
 









(u)                                 The
Purchaser acknowledges that any estimates or forward-looking statements or
projections included in the Memorandum were prepared by the Company in good
faith, but that the attainment of any such projections, estimates or
forward-looking statements cannot be guaranteed by the Company and should not
be relied upon;


(v)                                 No
oral or written representations have been made, or oral or written information
furnished, to the Purchaser or its Advisors, if any, in connection with the
offering of the Shares which are in any way inconsistent with the information
contained in the Memorandum;


(w)                               Within
five days after receipt of a request from the Company, NSC or BMC, the
Purchaser will provide such information and deliver such documents as may
reasonably be necessary to comply with any and all laws and ordinances to which
the Company, NSC or BMC is subject;


(x)                                   The
Purchaser’s substantive relationship with NSC, BMC or subagent through which
the Purchaser is subscribing for Shares predates NSC’s, BMC’s or such subagent’s
contact with the Purchaser regarding an investment in the Shares;


(y)                                 THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  THE SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF THE MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL;


(z)                                   The
Purchaser acknowledges that neither the Shares nor the Warrants have been
recommended by any Federal or state securities commission or regulatory
authority.  In making an investment
decision investors must rely on their own examination of the Company and the
terms of the Offering, including the merits and risks involved.  Furthermore, the foregoing authorities have
not confirmed the accuracy or determined the adequacy of this Subscription
Agreement.  Any representation to the
contrary is a criminal offense.  The Shares
issued by the Company, the Warrants and the Warrant Shares, are subject to
restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act, and the applicable state
securities laws, pursuant to registration or exemption therefrom.  Investors should be aware that they will be
required to bear the financial risks of this investment for an indefinite
period of time; and


(aa)                            (For ERISA plans only)    The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has
been informed of and understands the Company’s investment objectives, policies
and strategies, and that the decision to invest “plan assets” (as such term is
defined in ERISA) in the Company is consistent with the provisions of ERISA
that require diversification of plan assets and impose other fiduciary
responsibilities.  The Purchaser or Plan
fiduciary (a) is responsible for the decision to invest in the Company; (b) is
independent of the Company and any of its affiliates; (c) is qualified to make such investment decision;
and (d) in



 6
 









making such decision, the Purchaser or Plan fiduciary has not relied on
any advice or recommendation of the Company or any of its affiliates.


6.                                       Representations and
Warranties of the Pubco and Redpoint.


(a)                                  Pubco hereby acknowledges, represents,
warrants, and agrees as follows:


(i)                                     Pubco is a corporation duly organized,
existing and in good standing under the laws of the state of [Delaware] and has the corporate power to conduct its
business.


(ii)                                  The execution, delivery and performance of
this Agreement by Pubco have been duly approved by the Board of Directors of Pubco.


(iii)                               The Shares, Warrants and Warrant Shares have
been or will be duly and validly authorized and, when issued in accordance with
the terms hereof, will be duly and validly issued, fully paid and
non-assessable.


(iv)                              No consent, authorization or filing of or
with any federal court or government authority of the United States is required
in connection with the consummation of the transactions contemplated herein,
except for required filings with the Commission and applicable “Blue Sky” or
state securities commissions relating specifically to the Offering or with
applicable state authorities relating specifically to the Merger.


(v)                                 The Memorandum, and any amendments or
supplements thereto, as of the date of any such amendment or supplement
thereto, did not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.


(vi)                              Pubco has authorized and outstanding the
capital stock of Pubco as is set forth in its most recent filings with the
Commission as of the date set forth therein. 
All outstanding shares of capital stock of Pubco are duly authorized,
validly issued and outstanding, fully paid and non-assessable.  Except as referred to in the Memorandum or in
its most recent filings with the Commission: (i) there are no outstanding
options, warrants or other rights permitting or requiring Pubco or others to
purchase or acquire any shares of capital stock or other equity securities of Pubco
or to pay any dividend or make any other distribution in respect thereof; (ii)
there are no securities issued or outstanding which are convertible into or
exchangeable for shares of capital stock or other equity securities of Pubco
and there are no contracts, commitments or understandings to which Pubco is a
party, whether or not in writing, to issue or grant any such option, warrant,
right or convertible or exchangeable security; (iii) no shares of stock or
other securities of Pubco are reserved for issuance for any purpose; (iv) there
are no voting trusts or other contracts, commitments, understandings,
arrangements or restrictions of any kind to which Pubco is a party with respect
to the ownership, voting or transfer of shares of stock or other securities of Pubco,
including without limitation, any preemptive rights, rights of first refusal,
proxies or similar rights and (v) no person holds a right to require Pubco to
register any securities of Pubco under the Act or to participate in any such
registration.


(vii)                           Except as set forth in the Memorandum or in
its most recent filings with the Commission, no default by Pubco or, to the
knowledge of Pubco, any other party exists in the due performance under any material
agreements to which Pubco is a party or to which any of its assets are subject,
other than defaults that could not reasonably be expected to have a material
adverse effect on the (i) assets, liabilities, results of operations, condition



 7
 









(financial or otherwise), business or
business prospects of Pubco or (ii) ability of Pubco to perform its obligations
under this Agreement (“Pubco  Material Adverse Effect”).


(viii)                        Except as set forth in the Memorandum or in
its most recent filings with the Commission, there are no actions, suits,
claims, hearings or proceedings pending before any court or governmental
authority or, to the knowledge of Pubco, threatened, against Pubco, or
involving its assets or any of its officers or directors (in their capacity as
such) which, if determined adversely to Pubco or such officer or director,
could not reasonably be expected to have a Pubco Material Adverse Effect or
adversely affect the transactions contemplated by this Agreement or the Merger
Agreement or the enforceability thereof.


(b)                                 Redpoint hereby acknowledges, represents,
warrants, and agrees as follows:


(i)                                     Redpoint is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. Redpoint
is duly qualified to transact business as a foreign corporation and is in good
standing under the laws of each jurisdiction where the location of its
properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not, or could not reasonably
be expected to, have a material adverse effect on the (i) assets, liabilities,
results of operations, condition (financial or otherwise), business or business
prospects of Redpoint or (ii) ability of Redpoint to perform its obligations
under this Agreement (“Redpoint Material Adverse
Effect”).


(ii)                                  Redpoint has all requisite corporate power
and authority to conduct its business as presently conducted and as proposed to
be conducted, to enter into and perform its obligations under this
Agreement.  This Agreement constitutes
the valid and binding obligations of Redpoint, enforceable against Redpoint in
accordance with their respective terms, subject to any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect affecting the rights of creditors generally and to general equitable
principles and the availability of specific performance.


(iii)                               The execution and delivery of, or performance
by, Redpoint under this Agreement does not conflict with any term or provision
of, or will result in the creation or imposition of, any lien, charge or other
encumbrance upon any of the assets of Redpoint under, any other agreement or
other instrument to which Redpoint is a party or by which Redpoint or its
assets is bound, or any term of the charter or by-laws of Redpoint, or any
license, permit, statute, rule or regulation applicable to Redpoint or any of
its assets, or any judgment, decree, or order of any court or governmental body
having jurisdiction over Redpoint except as same would not have a Redpoint Material
Adverse Effect.


(iv)                              No consent, authorization or filing of or
with any federal court or government authority of the United States is required
in connection with the consummation of the transactions contemplated herein,
except for required filings with the SEC and applicable “Blue Sky” or state
securities commissions relating specifically to the Offering or with applicable
state authorities relating specifically to the Merger.


(v)                                 The Memorandum, and any amendments or
supplements thereto, as of the date of any such amendment or supplement
thereto, did not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.



 8
 









(vi)                              Redpoint has authorized and outstanding the
capital stock of Redpoint as set forth in the Memorandum as of the date set
forth therein.  All outstanding shares of
capital stock of Redpoint are duly authorized, validly issued and outstanding,
fully paid and non-assessable.  Except as
referred to in the Memorandum: (i) there are no outstanding options, warrants
or other rights permitting or requiring Redpoint or others to purchase or
acquire any shares of capital stock or other equity securities of Redpoint or
to pay any dividend or make any other distribution in respect thereof; (ii)
there are no securities issued or outstanding which are convertible into or
exchangeable for shares of capital stock or other equity securities of Redpoint
and there are no contracts, commitments or understandings to which Redpoint is
a party, whether or not in writing, to issue or grant any such option, warrant,
right or convertible or exchangeable security; (iii) no shares of stock or
other securities of Redpoint are reserved for issuance for any purpose; (iv)
there are no voting trusts or other contracts, commitments, understandings,
arrangements or restrictions of any kind to which Redpoint is a party with
respect to the ownership, voting or transfer of shares of stock or other
securities of Redpoint, including without limitation, any preemptive rights,
rights of first refusal, proxies or similar rights and (v) no person holds a
right to require Redpoint to register any securities of Redpoint under the Act
or to participate in any such registration.


(vii)                           The financial statements, together with the
related notes, of Redpoint included in the Memorandum present fairly the
financial position of Redpoint as of the respective dates specified and the
results of its operations and cash flow for the respective periods covered
thereby.


(viii)                        The conduct of business by Redpoint as
presently and proposed to be conducted is not subject to continuing oversight,
supervision, regulation or examination by any governmental official or body of
the United States or any other jurisdiction wherein Redpoint conducts or
proposes to conduct such business, except as described in the Memorandum and
except such regulation as is applicable to commercial enterprises
generally.  Except as described in the
Memorandum, Redpoint has complied with all applicable laws, regulations,
judgments, decrees or orders of any court or governmental agency or entity
except where the failure to so comply would not have a Redpoint Material
Adverse Effect and has obtained all requisite licenses, permits and other
governmental authorizations to conduct its business as presently conducted and
to be conducted following the consummation of the Merger, except to the extent
the failure to so obtain could not reasonably be expected to have a Material Adverse Effect on Redpoint.  Redpoint has not received any notice of any
violation of, or noncompliance with, any federal, state, local or foreign laws,
ordinances, regulations and orders (including, without limitation, those
relating to environmental protection, occupational safety and health, federal
securities laws, equal employment opportunity, consumer protection, credit
reporting, “truth-in-lending”, and warranties and trade practices) applicable
to its business, the violation of, or non-compliance with, which would have a
Material Adverse Effect, and Redpoint knows of no facts or set of circumstances
which would give rise to such a notice.


(ix)                                Except as set forth in the Memorandum, no
default by Redpoint or, to the knowledge of Redpoint, any other party exists in
the due performance under any of the agreements referred to in the Memorandum
to which Redpoint is a party or to which any of its assets are subject, other
than defaults that could not reasonably be expected to have a Redpoint Material
Adverse Effect.


(x)                                   Except as set forth in the Memorandum, there
are no actions, suits, claims, hearings or proceedings pending before any court
or governmental authority or, to the knowledge of Redpoint, threatened, against
Redpoint, or involving its assets or any of its officers or directors (in their
capacity as such) which, if determined adversely to Redpoint or such



 9
 









officer or director, could not reasonably be
expected to have a Redpoint Material Adverse Effect or adversely affect the
transactions contemplated by this Agreement or the Merger Agreement or the
enforceability thereof.


(xi)                                Subsequent to the respective dates as of
which information is given in the Memorandum, except as may otherwise be set
forth in the Memorandum, there has been no: (i) material adverse change in the
financial condition of Redpoint; (ii) damage, loss or destruction, whether or
not covered by insurance, with respect to any material asset or property of Redpoint;
or (iii) agreement to permit any of the foregoing.


7.                                       Indemnification.  The Purchaser agrees to indemnify and hold
harmless the Company, the Placement Agents and their respective officers,
directors, employees, agents, control persons and affiliates from and against
all losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based
upon or arising out of any actual or alleged false acknowledgment,
representation or warranty, or misrepresentation or omission to state a
material fact, or breach by the Purchaser of any covenant or agreement made by
the Purchaser herein or in any other document delivered in connection with this
Subscription Agreement.


8.                                       Irrevocability;
Binding Effect.  The Purchaser hereby
acknowledges and agrees that the subscription hereunder is irrevocable by the
Purchaser, except as required by applicable law, and that this Subscription
Agreement shall survive the death or disability of the Purchaser and shall be
binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives, and permitted
assigns.  If the Purchaser is more than
one person, the obligations of the Purchaser hereunder shall be joint and
several and the agreements, representations, warranties, and acknowledgments
herein shall be deemed to be made by and be binding upon each such person and
such person’s heirs, executors, administrators, successors, legal
representatives, and permitted assigns.


9.                                       Modification.  This Subscription Agreement shall not be
modified or waived except by an instrument in writing signed by the party
against whom any such modification or waiver is sought.


10.                                 Notices.  Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given (a) if to the Company, at the address set forth
above or (b) if to the Purchaser, at the address set forth on the signature
page hereof (or, in either case, to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section
10).  Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party’s address which shall be deemed
given at the time of receipt thereof.


11.                                 Assignability.  This Subscription Agreement and the rights,
interests and obligations hereunder are not transferable or assignable by the
Purchaser and the transfer or assignment of the Shares issued by the Company,
the Warrants or the Warrant Shares shall be made only in accordance with all
applicable laws.


12.                                 Applicable Law.  This
Subscription Agreement shall be governed by and construed under the laws of the
State of New York as applied to agreements among New York residents
entered into and to be performed entirely within New York.  Each of the parties hereto (1) agree
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall



 10
 









be
instituted exclusively in New York State Supreme Court, County of
New York, or in the United States District Court for the Southern District
of New York, (2) waive any objection which the Company may have now
or hereafter to the venue of any such suit, action or proceeding, and
(3) irrevocably consent to the jurisdiction of the New York State
Supreme Court, County of New York, and the United States District Court
for the Southern District of New York in any such suit, action or
proceeding.  Each of the parties hereto
further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the New York State
Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York and agree that service of process
upon it mailed by certified mail to its address shall be deemed in every
respect effective service of process upon it, in any such suit, action or
proceeding.  THE PARTIES HERETO AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR
AGREEMENT CONTEMPLATED HEREBY.


13.                                 Blue
Sky Qualification.  The purchase of
Shares under this Subscription Agreement is expressly conditioned upon the
exemption from qualification of the offer and sale of the Shares from applicable
Federal and state securities laws.  The
Company shall not be required to qualify this transaction under the securities
laws of any jurisdiction and, should qualification be necessary, the Company
shall be released from any and all obligations to maintain its offer, and may
rescind any sale contracted, in the jurisdiction.


14.                                 Use
of Pronouns.  All pronouns and any
variations thereof used herein shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person or persons
referred to may require.


15.                                 Confidentiality.  The Purchaser acknowledges and agrees that
any information or data the Purchaser has acquired from or about the Company,
not otherwise properly in the public domain, was received in confidence.  The Purchaser agrees not to divulge,
communicate or disclose, except as may be required by law or for the
performance of this Subscription Agreement, or use to the detriment of the
Company or for the benefit of any other person or persons, or misuse in any
way, any confidential information of the Company, including any scientific,
technical, trade or business secrets of the Company and any scientific,
technical, trade or business materials that are treated by the Company as
confidential or proprietary, including, but not limited to, ideas, discoveries,
inventions, developments and improvements belonging to the Company and
confidential information obtained by or given to the Company about or belonging
to third parties.


16.                                 Miscellaneous.


(a)                                  This Subscription
Agreement, together with the Warrants, if any, and the Registration Rights
Agreement, constitute the entire agreement between the Purchaser and the
Company with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings, if any, relating to the subject
matter hereof.  The terms and provisions
of this Subscription Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party entitled to
the benefits of such terms or provisions.


(b)                                 Each
of the Purchaser’s and the Company’s representations and warranties made in
this Subscription Agreement shall survive the execution and delivery hereof and
delivery of the Shares, the Warrants and the Warrant Shares, if any.



 11
 









(c)                                  Each
of the parties hereto shall pay its own fees and expenses (including the fees
of any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Subscription Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are consummated.


(d)                                 This Subscription
Agreement may be executed in one or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.


(e)                                  Each
provision of this Subscription Agreement shall be considered separable and, if
for any reason any provision or provisions hereof are determined to be invalid
or contrary to applicable law, such invalidity or illegality shall not impair
the operation of or affect the remaining portions of this Subscription
Agreement.


(f)                                    Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Subscription Agreement as set forth in the text.


17.                                 Omnibus Signature Page.  This
Subscription Agreement is intended to be read and construed in conjunction with
the Registration Rights Agreement pertaining to the issuance by the Company of
the Shares to subscribers pursuant to the Memorandum.  Accordingly, pursuant to the terms and
conditions of this Subscription Agreement and such related agreements it is
hereby agreed that the execution by the Purchaser of this Subscription
Agreement, in the place set forth herein, shall constitute agreement to be
bound by the terms and conditions hereof and the terms and conditions of the
Registration Rights Agreement, with the same effect as if each of such
separate, but related agreement, were separately signed.


[REMAINDER
OF THIS PAGE IS BLANK]



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ANTI-MONEY
LAUNDERING REQUIREMENTS


The USA PATRIOT Act


The USA PATRIOT Act is
designed to detect, deter, and punish terrorists in the United States and
abroad. The Act imposes new anti-money laundering requirements on brokerage
firms and financial institutions. Since April 24, 2002 all brokerage firms have
been required to have new, comprehensive anti-money laundering programs.


To help you understand
theses efforts, we want to provide you with some information about money
laundering and our steps to implement the USA PATRIOT Act.


What is money laundering?


Money laundering is the
process of disguising illegally obtained money so that the funds appear to come
from legitimate sources or activities. Money laundering occurs in connection
with a wide variety of crimes, including illegal arms sales, drug trafficking,
robbery, fraud, racketeering, and terrorism.


How big is the problem and why is
it important?


The use of the
U.S. financial system by criminals to facilitate terrorism or other crimes
could well taint our financial markets. According to the U.S. State Department,
one recent estimate puts the amount of worldwide money laundering activity at
$1 trillion a year.


What are we required to do to
eliminate money laundering?


Under new rules
required by the USA PATRIOT Act, our anti-money laundering program must
designate a special compliance officer, set up employee training, conduct
independent audits, and establish policies and procedures to detect and report
suspicious transaction and ensure compliance with the new laws.


As part of our
required program, we may ask you to provide various identification documents or
other information. Until you provide the information or documents we need, we
may not be able to effect any transactions for you.



 13
 









PUBCO


OMNIBUS SIGNATURE
PAGE TO


SUBSCRIPTION
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


Purchaser
hereby elects to purchase a total of             
Shares at a price of $[2.25] per Share (NOTE: to be completed by the
Purchaser).


Date (NOTE: To be
completed by the Purchaser):                             ,
200  


If the Purchaser
is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or
as COMMUNITY PROPERTY:


	
  

  	
  Print
  Name(s)

  	
   

  	
  Social Security Number(s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)
  of Purchaser(s)

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
  Address

  	
   

  



 


If
the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
TRUST:


	
  

  	
  Name of
  Partnership,

  	
   

  	
  Federal Taxpayer

  	
   

  	
   

  
	
   

  	
  Corporation,
  Limited

  	
   

  	
  Identification Number

  	
   

  	
   

  
	
   

  	
  Liability
  Company or Trust

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  State of Organization

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
  Address

  	
   

  	
   

  



 


PUBCO (a
Delaware corporation to be named on the Closing Date)


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  
	
   

  	
   

  
	
  REDPOINT BIO CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 



 14