Agreement and Plan of Merger by and among ADVENTRX Pharmaceuticals, Inc., Speed Acquisition, Inc., SD Pharmaceuticals, Inc., the Founders and The Stockholder Representative Dated as of April 7, 2006Merger Agreement • May 1st, 2006 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 7, 2006 (the “Agreement Date”), by and among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Speed Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Paul Marangos and Andrew X. Chen, each an individual (each, a “Founder”), and Paul Marangos, an individual, for the purpose of acknowledging his appointment as the Stockholder Representative pursuant to Section 6.9. Capitalized terms used herein shall, if not otherwise defined, have the meanings set forth in Article VIII hereof.
