MORTGAGEMortgage • June 22nd, 2005 • Robcor Properties Inc • Kentucky
Exhibit 10.1 PUT OPTION AGREEMENT This PUT OPTION AGREEMENT (this "Agreement") is made as of this 9th day of May, 2006 by and among Halter Financial Investments, L.P., a Texas limited partnership ("Optionor"), Robcor Properties, Inc. (the "Company"),...Put Option Agreement • May 9th, 2006 • Robcor Properties Inc • Hotels & motels • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 12th day of March, 2007 (the “Effective Date”) by and among Robcor Properties, Inc., an entity which is a publicly traded U.S. corporation (the “Company”), National Holdings Corporation, a Washington corporation (“National”), Brean Murray, Carret & Co., LLC, a Delaware limited liability company (“Brean Murray”, and together with National, the “Placement Agents”) and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE TRANSACTION AGREEMENTExchange Transaction Agreement • August 20th, 2012 • Redpoint Bio CORP • Services-commercial physical & biological research • Delaware
TRANSFER AGREEMENT AND BILL OF SALETransfer Agreement and Bill of Sale • May 30th, 2013 • Redpoint Bio CORP • Services-commercial physical & biological research
THIS TRANSFER AGREEMENT AND BILL OF SALE (this “Agreement”) is entered into as of May 23, 2013 by and between Janssen Pharmaceuticals, Inc., a Pennsylvania corporation having its principal place of business at 1125 Trenton-Harbourton Road, Titusville, NJ 08560 (“Buyer”), and Redpoint Bio Corporation, a Delaware corporation having its principal place of business at Albert Einstein HC Network, 5501 Old York Road, Philadelphia, PA 19141 (“Seller”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 26th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New Jersey
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) dated as of April 25, 2007 (the “Effective Date”), is by and between REDPOINT BIO CORPORATION (formerly LINGUAGEN), a Delaware corporation, having its principal place of business at 2005 Eastpark Blvd., Cranbury, New Jersey 08512-3515 (the “Company”) and SUSAN WELSH (“Welsh”).
AMENDMENT TO AGREEMENTAmendment to Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
This amendment (“Amendment”), effective as of lst day of June 2006, amends the Agreement dated 30th day of September 2005 by and between Linguagen Corp., a Delaware corporation (“Linguagen”) and Albert Einstein Healthcare Network, a non-profit corporation in Philadelphia, PA (“AEHN”).
AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New York
THIS AMENDMENT, dated March 6, 2007 (this “Amendment”), between Redpoint Bio Corporation, a Delaware corporation (the “Company”), and National Securities Corporation and Brean Murray, Carret & Co., LLC (collectively, the “Placement Agents”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2008 • Redpoint Bio CORP • Services-commercial physical & biological research • New York
THIS LOAN AND SECURITY AGREEMENT the (“Agreement”), dated as of September 25, 2008, is made by and between Redpoint Bio Corporation, a Delaware corporation with a principal place of business located at 7 Graphics Drive, Ewing, New Jersey 08628 (“Debtor”); and CIT Healthcare LLC, a Delaware limited liability company with offices located at 305 Fellowship Road, Suite 305, Mount Laurel, NJ (“CIT”)
MASTER SECURITY AGREEMENT No. 5081081Security Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
THIS SECURITY AGREEMENT (“Agreement”) is entered into as of February 16, 2005, by and between Oxford Finance Corporation, a Delaware corporation (together with its successors and assigns, if any, “Secured Party”), located at 133 N. Fairfax Street, Alexandria, VA 22314 and Linguagen Corp., a Delaware corporation (“Debtor”) located at 2005 Eastpark Boulevard, Cranbury, NJ 08512-3515.
AGREEMENT BETWEEN ALBERT EINSTEIN HEALTHCARE NETWORK AND LINGUAGENFacility Use Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • Pennsylvania
This Agreement is entered into by and between Linguagen Corp., a Delaware corporation (“Linguagen”), and Albert Einstein Healthcare Network (“AEHN”), a non-profit corporation in Philadelphia, PA, as of September 30, 2005 (the “Effective Date”).
July 11, 2007Placement Agency Agreement • July 18th, 2007 • Redpoint Bio CORP • Services-commercial physical & biological research
National Securities Corporation 875 N. Michigan Avenue, Suite 1560 Chicago, IL 60611 Ladies and Gentlemen:Placement Agency Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
This letter is being delivered to you in connection with the Placement Agency Agreement (the “Placement Agency Agreement”), between Redpoint Bio Corporation, a Delaware corporation (the “Company”), and National Securities Corporation and Brean Murray, Carret & Co. (collectively, the “Placement Agent”) relating to the private offering of up to $28,000,000 (the “Offering”) of Units, each comprised of one (1) share of common stock of the Company (the “Common Stock”) and a three-year warrant to buy 25% of the number of shares of Common Stock purchased with a cash exercise price of $3.75 per share, and which Units are being offered at a purchase price of $2.25 per Unit to “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, pursuant to the Private Placement Memorandum dated December 4, 2006, and all exhibits and supplements thereto, up to the date hereof (the “Memorandum”). All capitalized terms used herein and not otherwis
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “First Amendment”) is entered into as of the 10th day of November, 2003 by and between LINGUAGEN CORP., a Delaware corporation (“Linguagen”) and MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a New York corporation (“MSSM”).
FORBEARANCE AND SETTLEMENT AGREEMENTForbearance and Settlement Agreement • September 19th, 2011 • Redpoint Bio CORP • Services-commercial physical & biological research • New Jersey
THIS FORBEARANCE AND SETTLEMENT AGREEMENT (this “Agreement”) is made this 13th day of September, 2011 (the “Execution Date”), by and between BMR-7 GRAPHICS DRIVE LLC (together with its predecessors, successors, assigns, parent companies, subsidiaries, affiliates, members, employees and representatives, “Landlord”) and REDPOINT BIO CORPORATION, formerly known as Linguagen Corporation (together with its successors, assigns, affiliates, shareholders, directors, officers, employees and representatives, “Tenant”). Landlord and Tenant are sometimes referred to herein as a “Party” or, together, as the “Parties.”
Research Agreement for *** Technology Collaboration BY AND BETWEEN REDPOINT BIO CORPORATION AND THE COCA-COLA COMPANYResearch Agreement • March 14th, 2008 • Redpoint Bio CORP • Services-commercial physical & biological research • Delaware
COMMERCIAL REAL ESTATE MORTGAGE FUTURE ADVANCES AND FUTURE OBLIGATIONS ARE SECURED BY THIS REAL ESTATE MORTGAGECommercial Real Estate Mortgage • November 13th, 2006 • Robcor Properties Inc • Operators of apartment buildings • Kentucky
EASTPARK AT 8ALease Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New Jersey
AGREEMENT, made December 9, 2002, between Eastpark at 8A, a general partnership, 1000 Eastpark Boulevard, Cranbury, New Jersey 08512, “Landlord”; and Linguagen, Corp., 215 College Road, Paramus, New Jersey 07652, “Tenant”.
JOINT RESEARCH AND DEVELOPMENT AND LICENSE AGREEMENTJoint Research and Development and License Agreement • May 15th, 2007 • Robcor Properties Inc • Operators of apartment buildings
This Joint Research and Development and License Agreement (“Agreement”) is made March 27, 2007 (the “Effective Date”), by and between Givaudan Schweiz AG, 138 Überlandstrasse, 8600 Dübendorf Switzerland (“Givaudan”), and Redpoint Bio Corporation, a Delaware corporation having its principal place of business at 2005 Eastpark Boulevard, Cranbury, New Jersey 08512-3515 (“Redpoint”), each individually called a “Party” and together called the “Parties” herein.
RESIGNATION March 12, 2007Resignation • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
Effective as of the Effective Time, as such term is defined in that certain Agreement and Plan of Merger, dated as of March 12, 2007 by and among Redpoint Bio Corporation (“Redpoint”), on the one hand, and Robcor Properties, Inc., a Florida corporation (“Robcor”), Robcor Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Robcor (“Merger Sub”), Robcor, LLC, a Kentucky limited liability company and wholly-owned subsidiary of Robcor and Halter Financial Investments, L.P., a Texas limited partnership, and Michael Heitz, as stockholders of Robcor, on the other hand, pursuant to which Merger Sub will merge with and into Redpoint (the “Merger”), I, the undersigned, hereby resign from any official position the undersigned holds with Robcor, as an officer or otherwise.
AMENDMENT NO. 2 TO AGREEMENTAgreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
THIS AMENDMENT NO. 2 TO AGREEMENT (the “Amendment”) is made this 4th day of August, 2006 (the “Effective Date”), by and between Linguagen Corp., a Delaware corporation having a place of business at 2005 Eastpark Boulevard, Cranbury, NJ (hereinafter “Company”), and Albert Einstein Healthcare Network, a non-profit corporation having an address at 5501 Old York Road, Korman 100, Philadelphia, PHA 19141 (hereinafter “AEHN”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which National Securities Corporation and Brean Murray, Carret & Co., LLC, both registered broker-dealers and members of the National Association of Securities Dealers, Inc. (“NASD”) (collectively, together with their dealers, the “Placement Agent”), shall be engaged by Redpoint Bio Corporation, a Delaware corporation (“Redpoint”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of a to-be-named public entity (“Pubco”), which is anticipated will become the publicly-traded parent of Redpoint upon closing of the Offering. Each Unit consisting of one share of common stock of Pubco (the “Common Stock” or “Shares”) and a three-year warrant to purchase 25% of the number of Shares purchased (“Warrants”) at an exercise price of $3.75 per whole share. The Offering will consist of a minimum of 8,888,889 Units ($20,000,000) (the “Minimum Amount”) and a maximum o
AMENDMENT NO. 3 TO AGREEMENTAmendment No. 3 to Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
This amendment (“Amendment”), effective as of the 2nd day of January, 2007, amends the agreement dated the 30th day of September 2005 by and between Redpoint Bio Corporation (f/k/a Linguagen Corp.), a Delaware corporation (“Redpoint”) and Albert Einstein Healthcare Network, a non-profit corporation in Philadelphia, PA (“AEHN”), as amended, the “Agreement”.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • March 4th, 2009 • Redpoint Bio CORP • Services-commercial physical & biological research
This Confidential Separation Agreement and General Release (“Agreement”) is made and entered into by and between Redpoint Bio Corporation (“Company”) and Scott Siegel (“Employee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Redpoint Bio CORP • Services-commercial physical & biological research
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Redpoint Bio Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement • January 15th, 2009 • Redpoint Bio CORP • Services-commercial physical & biological research
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), is entered into by and between Redpoint Bio Corporation (the “Company”) and Robert Bryant (“Employee”).
AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY and LINGUAGEN CORP. LICENSE AGREEMENTLicense Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • New York
MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a corporation organized and existing under the laws of the State of New York and having a place of business at One Gustave L. Levy Place, New York, NY 10029 (“MSSM”)
AGREEMENT AND PLAN OF MERGER BY AND AMONG REDPOINT BIO CORPORATION, A DELAWARE CORPORATION, ON THE ONE HAND, AND ROBCOR PROPERTIES, INC., A FLORIDA CORPORATION, ROBCOR ACQUISITION CORP., A DELAWARE CORPORATION, ROBCOR, LLC, A KENTUCKY LIMITED...Merger Agreement • March 13th, 2007 • Robcor Properties Inc • Operators of apartment buildings • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of March 12, 2007, by and among Redpoint Bio Corporation, a Delaware corporation (“Redpoint”), on the one hand, and Robcor Properties, Inc., a publicly traded Florida corporation (“Robcor”), Robcor Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Robcor (“Merger Sub”), Robcor, LLC, a Kentucky limited liability company and wholly-owned subsidiary of Robcor (“Robcor, LLC”) and Halter Financial Investments, L.P., a Texas limited partnership (“Halter”), and Michael Heitz (“Heitz”), as stockholders of Robcor (Heitz and Halter are referred to herein, collectively, as the “Robcor Stockholders”), on the other hand.
FIRST AMENDMENT TO LEASELease • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 25th day of October, 2006, by and between BMR-7 GRAPHICS DRIVE LLC, a Delaware limited liability company (“Landlord”), and LINGUAGEN CORPORATION, a Delaware corporation (“Tenant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2012 • Redpoint Bio CORP • Services-commercial physical & biological research • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective September 30, 2011, by and between REDPOINT BIO CORPORATION, a Delaware corporation with its principal executive offices at 7 Graphics Drive, Ewing, New Jersey 08628 (“Seller”), and OPERTECH BIO, INC., a Delaware corporation with its principal executive offices at Korman Research Pavilion, Albert Einstein Healthcare Network, 5501 Old York Road, Philadelphia, PA 19141-3018 (“Buyer”).
LICENSE AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN REDPOINT BIO CORPORATION AND INTERNATIONAL FLAVORS & FRAGRANCES INC. DATED AS OF JUNE 29, 2010License and Commercialization Agreement • August 13th, 2010 • Redpoint Bio CORP • Services-commercial physical & biological research • New Jersey
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is dated as of June 29, 2010 (the “Effective Date”) by and between Redpoint Bio Corporation, a Delaware corporation (“Redpoint”) and International Flavors & Fragrances Inc., a New York corporation (“IFF”). Redpoint and IFF are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TERMINATION AGREEMENTTermination Agreement • August 20th, 2012 • Redpoint Bio CORP • Services-commercial physical & biological research • Delaware
THIS AGREEMENT (this “Agreement”) is dated as of August 10, 2012, by and between Redpoint Bio Corporation, a Delaware corporation (“Redpoint”), and Celator Pharmaceuticals, Inc., a Delaware corporation (“Celator”).
DISCOUNTED PAYOFF AGREEMENTDiscounted Payoff Agreement • May 12th, 2011 • Redpoint Bio CORP • Services-commercial physical & biological research • New York
This Discounted Payoff Agreement (this “Agreement”) is executed as of May 10, 2011, by and between CIT Healthcare LLC, (“Lender”), and Redpoint Bio Corporation (“Borrower”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of this 12th day of March, 2007, by and among Robcor Properties, Inc., a publicly traded Florida corporation (the “Company”) and the Persons (as defined below) listed on Exhibit A and Exhibit B hereto (the “Existing Stockholders”).
ADVISORY AGREEMENTAdvisory Agreement • March 16th, 2007 • Robcor Properties Inc • Operators of apartment buildings • Delaware
THIS ADVISORY AGREEMENT (“Agreement”) is made and entered into on this the 8th day of March, 2007, by and between Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Redpoint Bio Corporation, a Delaware corporation (the “Company”).
