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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

Robcor Properties Inc

Date:

2007

Size:

Preview shows 15KB of 58KB total

Price:

$41

ID:

#2751563

 

 

► Corporate ► Rights ► Registration Rights Agreements

 

 

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REGISTRATION RIGHTS AGREEMENT

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).

RECITALS

WHEREAS, the Company has negotiated an Agreement and Plan of Merger by and among Redpoint Bio Corporation, a Delaware corporation (Redpoint), on the one hand, and the Company, Robcor Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), Robcor, LLC, a Kentucky limited liability company and wholly-owned subsidiary of the Company and Halter Financial Investments, L.P., a Texas limited partnership, and Michael Heitz, as stockholders of the Company, on the other hand (the Merger Agreement), whereby Merger Sub is to be merged with and into Redpoint in accordance with the terms of the Merger Agreement and the Delaware General Corporation Law (DGCL), with Redpoint continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the Merger), and the outstanding shares of capital stock, convertible notes and certain warrants to purchase capital stock of Redpoint shall be converted into shares of the Companys Common Stock in accordance with the DGCL on the terms and conditions as set forth in the Merger Agreement;

WHEREAS, as a condition to the consummation of the Merger, Redpoint is conducting an offering (the Offering), in which National Securities Corporation and Brean Murray, Carret & Co. are acting as exclusive co-placement agents (the Placement Agents), exempt from the registration requirements of the Securities Act (as defined below), pursuant to Regulation D promulgated thereunder, of a minimum offering amount of 8,888,889 units (Units) and a maximum offering amount of 12,444,444 Units, each Unit consisting of one share of common stock of the Company (Unit Share), and a three-year warrant (Unit Warrant) to buy 25% of the number of shares of common stock of the Company purchased with a cash exercise price of $3.75 per share, with a 30-day option granted to Placement Agents to sell up to an additional 2,222,222 Units at the same price per Unit, upon the terms and subject to the conditions described in the Confidential Private Placement Memorandum of Redpoint, as supplemented by Supplement No. 1 dated February 21, 2007, which Units, pursuant to the terms of the Merger Agreement, the Company shall agree to issue in the event of consummation of the Merger;

WHEREAS, the Existing Stockholders hold securities of Redpoint with certain registration rights with respect to their shares of capital stock of Redpoint in accordance with that certain Investor Rights Agreement dated as of November 10, 2003, by and among Redpoint and the Existing Stockholders (the IRA);

WHEREAS, pursuant to the terms of the Merger, the shares of capital stock and certain other securities of Redpoint held by the Existing Stockholders will be canceled and converted into shares of Common Stock of the Company;




 

WHEREAS, in connection with the Merger, the parties desire that the IRA be terminated in its entirety;

WHEREAS, in order to induce the Existing Stockholders to approve the Merger and to terminate the IRA, the Company desires to grant the Existing Stockholders certain registration rights with respect to the shares of Common Stock of the Company that such Existing Stockholders shall receive upon cancellation and conversion of their securities of Redpoint pursuant to the Merger Agreement (such shares of the Company issued to the Existing Stockholders pursuant to the Merger Agreement, the Merger Shares);

WHEREAS, it is currently contemplated that at some time after consummation of the Merger, the Company will merge with and into its then wholly-owned subsidiary, Redpoint, and that at such time the Existing Stockholders shall receive shares of common stock of Redpoint in exchange for any shares of Common Stock of the Company then held by them (the Reorganization Merger); and

WHEREAS, the Company and the Existing Stockholders intend that the registration rights provided to the Existing Stockholders pursuant to this Agreement shall survive such Reorganization Merger and shall thereafter apply to the shares of common stock of Redpoint received by the Existing Stockholders pursuant to the Reorganization Merger;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and conditions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1
GENERAL

1.1           Certain Definitions.  As used in this Agreement the following terms shall have the following meanings:

Affiliate has the meaning ascribed to it under Rule 12b-2 promulgated under the Exchange Act.

Common Stock means the Companys authorized common stock with no par value.

Demand Holders means any Existing Stockholder listed on Exhibit A hereto owning of record Registrable Securities, or any transferee or assignee thereof owning of record Registrable Securities with respect to which the transferors rights under Article 2 of this Agreement are assigned in accordance with Section 2.8 hereof.

Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor Federal statute in effect, and the rules and regulations of the SEC promulgated thereunder, all as the same may from time to time be in effect.

 

2




 

Form S-3 means such form promulgated under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Holder means any Demand Holder or any Non-Demand Holder.

Non-Demand Holders means any Existing Stockholder listed on Exhibit B hereto owning of record Registrable Securities, or any transferee or assignee thereof owning of record Registrable Securities with respect to which the transferors rights under Article 2 of this Agreement are assigned in accordance with Section 2.8 hereof.

Offering Shares means (i) the Unit Shares issued pursuant to the Offering, and (ii) the shares of Common Stock underlying the Unit Warrants issued pursuant to the Offering.

Other Shares means at any time those shares of Common Stock which do not constitute Primary Shares, Offering Shares or Registrable Securities.

Person shall be construed in the broadest sense and means and includes a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

Primary Shares means, at any time, the authorized but unissued shares of Common Stock or Common Stock held by the Company in its treasury.

Prospectus means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus and all material incorporated by reference in such prospectus.

Register, registered, and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

Registrable Securities means (i) the Merger Shares, (ii) any other shares of Common Stock of the Company held by the Existing Stockholders or any transferee or assignee thereof, (iii) any securities issued in exchange for or upon conversion of such Registrable Securities as a result of the Reorganization Merger or any other reorganization, recapitalization, or reclassification (including by consolidation or merger), and (iv) any securities issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of (including as a result of any stock combination or reverse stock split), any of the foregoing securities referenced in clauses (i), (ii) and (iii).  Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a Person to the public pursuant to a registration statement which has been declared effective, or Rule 144 or sold in a private transaction in which the transferors rights under Article 2 of this Agreement are not assigned, in each case where the restrictive legends and transfer registrations with respect to the Common Stock are removed and


 

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