0000903423-06-001138 Sample Contracts

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 18th, 2006 • Glaxosmithkline PLC • Pharmaceutical preparations • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 8, 2006, by and between GLAXOSMITHKLINE PLC, a public limited company organized under the laws of England and Wales (“Parent”) and the undersigned stockholder (the “Stockholder”) of CNS, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 18th, 2006 • Glaxosmithkline PLC • Pharmaceutical preparations • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 8, 2006, by and between GLAXOSMITHKLINE PLC, a public limited company organized under the laws of England and Wales (“Parent”) and the undersigned stockholder (the “Stockholder”) of CNS, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 18th, 2006 • Glaxosmithkline PLC • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 8th day of October, 2006 by and among GLAXOSMITHKLINE PLC, a public limited company organized under the laws of England and Wales (“Parent”), PLATFORM ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CNS, INC., a Delaware corporation (“Company”).

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