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...Agreement and Plan of Merger • 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.
