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”).
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”).
MASTER SECURITY AGREEMENT No. 5081081Master Security 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 LINGUAGENNetwork and Linguagen • 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”).
National Securities Corporation 875 N. Michigan Avenue, Suite 1560 Chicago, IL 60611 Ladies and Gentlemen:Robcor Properties Inc • March 16th, 2007 • 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”).
EASTPARK AT 8ARobcor Properties Inc • March 16th, 2007 • 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”.
RESIGNATION March 12, 2007Robcor Properties Inc • March 16th, 2007 • 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 AGREEMENTTo Agreement • 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 AGREEMENT3 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”.
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”)
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”).
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”).
