STOCKHOLDERS’ VOTING AND TRANSFER RESTRICTION AGREEMENTStockholders’ Voting and Transfer Restriction Agreement • April 11th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • California
This Stockholders’ Voting and Transfer Restriction Agreement (this “Agreement”) is made as of February 12, 2011 by and among ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each of those other Persons whose names are set forth on the signature pages hereto, including such Persons who become a party hereto pursuant to Section 3(a) below (each, a “Stockholder,” and collectively, the “Stockholders”), and solely with respect to Section 3(c) hereof, Martin Emanuele (“Stockholders’ Agent”). Unless otherwise defined herein, all capitalized terms shall have the meaning assigned to them in the Merger Agreement (defined below).
AGREEMENT AND PLAN OF MERGER by and among ADVENTRX PHARMACEUTICALS, INC. SRX ACQUISITION CORPORATION SYNTHRX, INC. and MARTIN EMANUELE, AS STOCKHOLDERS’ AGENT Dated as of February 12, 2011Merger Agreement • April 11th, 2011 • Adventrx Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS AGREEMENT AND PLAN OF MERGER is made as of February 12, 2011 (the “Agreement Date”) by and among Adventrx Pharmaceuticals, Inc., a Delaware corporation (“Acquiror”), SRX Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Acquiror, SynthRx, Inc., a Delaware corporation (“Target”), and solely with respect to Sections 2 and 8 hereof, Martin Emanuele, a principal stockholder of Target (or his successor) (“Stockholders’ Agent”).
