AGREEMENT AND PLAN OF MERGER by and among CRITICAL THERAPEUTICS, INC., NEPTUNE ACQUISITION CORP. and CORNERSTONE BIOPHARMA HOLDINGS, INC. Dated as of May 1, 2008Merger Agreement • May 12th, 2008 • Cornerstone BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 1, 2008, is by and among Critical Therapeutics, Inc., a Delaware corporation (“Public Company”), Neptune Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Transitory Subsidiary”), and Cornerstone BioPharma Holdings, Inc., a Delaware corporation (“Merger Partner”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 7th, 2008 • Cornerstone BioPharma Holdings, Inc. • Pharmaceutical preparations
JOINT FILING AGREEMENTJoint Filing Agreement • May 12th, 2008 • Cornerstone BioPharma Holdings, Inc. • Pharmaceutical preparations
Each of the undersigned hereby agrees and consents that the Schedule 13D filed herewith (the “Schedule 13D”) by Cornerstone BioPharma Holdings, Inc. (“CBPHI”) is filed on behalf of each of them pursuant to the authorization of the undersigned to make such filing and that such Schedule 13D is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, including Rule 13d-1(k)(1). Each of the undersigned hereby agrees that such Schedule 13D is, and any further amendments to the Schedule 13D will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. This agreement is effective as of May 9, 2008.
