Waiver of Right of First Refusal under Placement Agency Agreement by National Securities Corporation and Brean Murray, Carret & Co., LLC for Redpoint Bio Corporation
Redpoint Bio Corporation, National Securities Corporation, and Brean Murray, Carret & Co., LLC agree that National and Brean Murray waive their 12-month right of first refusal to act as co-lead placement agents or underwriters for future securities offerings by Redpoint Bio, as previously granted in their December 4, 2006 Placement Agency Agreement. All other terms of the original agreement remain unchanged.
Exhibit 10.26
July 11, 2007
Redpoint Bio Corporation
7 Graphics Drive
Ewing, NJ 08628
Attn: Dr. F. Raymond Salemme, CEO
Gentlemen:
Reference is made to that certain Placement Agency Agreement, dated December 4, 2006 (the Agreement), by and among Redpoint Bio Corporation (the Company), National Securities Corporation (National) and Brean Murray, Carret & Co., LLC (Brean Murray). All terms not defined herein shall have the respective meanings ascribed to such terms in the Agreement.
Section 3(g) of the Agreement grants National and Brean Murray a 12-month right of first refusal to act as co-lead placement agents on any subsequent private placement of the Companys securities or co-lead underwriters on any subsequent public offering of the Companys securities.
Please be advised that for good and valuable consideration, the undersigned hereby waive their rights to any right of first refusal that may arise pursuant to Section 3(g) of the Agreement.
Except as above, all terms and conditions of the Agreement remain in full force and effect.
NATIONAL SECURITIES CORPORATION | |||
| By: | /s/ Brian Friedman |
|
|
| Brian Friedman | |
|
| Director Corporate Finance | |
| BREAN MURRAY, CARRET & CO., LLC | ||
| By: | /s/ John Fletcher |
|
|
| John Fletcher | |
|
| Senior Vice President Investment Banking |