Exhibit 10.14
March 12, 2007
National Securities Corporation
875 N. Michigan Avenue, Suite 1560
Chicago, IL 60611
Ladies and Gentlemen:
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 otherwise defined herein shall have the meaning
given such terms in the Placement Agency Agreement. All share
numbers and share prices set forth herein do not give effect to the
Merger Agreement by and among the Company, 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, 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.
As a condition of the consummation
of the Offering, the undersigned hereby agrees that the undersigned
or its assigns will not, during the period beginning as of the date
hereof and ending one hundred eighty (180) days after the effective
date of the “resale” registration statement registering
the shares of common stock underlying the securities comprising the
Units (1) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option,
