MERGER, A SECOND MERGER SHALL FOLLOW IN WHICH
PUBCO SHALL MERGE WITH AND INTO THE COMPANY (THE "REORGANIZATION MERGER").
HFG,
AS A STOCKHOLDER OF PUBCO, HEREBY AGREES TO VOTE IN FAVOR OF BOTH THE MERGER AND
THE REORGANIZATION MERGER.
4.
AUTHORIZATION PERIOD.
HFG'S ENGAGEMENT HEREUNDER SHALL BECOME
EFFECTIVE ON THE DATE HEREOF (THE "EFFECTIVE DATE") AND WILL AUTOMATICALLY
TERMINATE (THE "TERMINATION DATE") ON THE FIRST TO OCCUR OF THE FOLLOWING: (A)
90 DAYS FROM THE EFFECTIVE DATE IN THE EVENT THE GOING PUBLIC TRANSACTION HAS
NOT BEEN COMPLETED OR (B) 12 MONTHS FROM THE EFFECTIVE DATE.
5.
FEES AND EXPENSES.
IN CONSIDERATION FOR THE SERVICES TO BE
PROVIDED FOR HEREUNDER THE COMPANY SHALL PAY TO HFG THE AMOUNT OF $350,000 (THE
"FEE") TO BE PAID ON THE CLOSING DATE OF THE GOING PUBLIC TRANSACTION.
6.
INDEMNIFICATION.
THE PARTIES HERETO SHALL INDEMNIFY EACH OTHER
TO THE EXTENT PROVIDED FOR IN THIS PARAGRAPH.
EXCEPT AS A RESULT OF AN ACT OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF A PARTY HERETO, NO PARTY
SHALL BE LIABLE TO ANOTHER PARTY, OR ITS OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS OR AFFILIATES, FOR ANY DAMAGES SUSTAINED AS A RESULT OF AN ACT OR
OMISSION TAKEN OR MADE UNDER THIS AGREEMENT.
IN THOSE CASES WHERE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY IS ALLEGED AND PROVEN, THE
NON-DAMAGED PARTY AGREES TO DEFEND, INDEMNIFY AND HOLD THE DAMAGED PARTY
HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE COSTS, EXPENSES AND LIABILITIES
SUFFERED OR SUSTAINED AS A RESULT OF THE ACT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE.
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
HFG:
Halter Financial Group, L.P.
By:
/s/ Timothy P. Halter
Timothy P. Halter, Chairman, Halter
Financial Group GP, LLC, its General Partner
The Company:
Redpoint Bio Corporation
By:
/s/ F. Raymond Salemme
Name: F. Raymond Salemme
Its:
Chief Executive Officer
3