0000950135-08-005507 Sample Contracts

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • August 11th, 2008 • Critical Therapeutics Inc • Pharmaceutical preparations

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 11th, 2008
• Company
  Critical Therapeutics Inc
• Industry
  Pharmaceutical preparations

This Amendment No. 1 (this “Amendment No. 1”) to Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 1, 2008, 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”), Cornerstone BioPharma Holdings, Inc., a Delaware corporation (“Merger Partner”) and, for purposes of Section 8.3 and 9.13 of the Merger Agreement, Cornerstone Biopharma, Inc., shall be effective August 7, 2008 (the “Effective Date”). Terms that are used herein with initial capital letters and that are not otherwise defined shall have the meanings given to them in the Merger Agreement.

AMENDMENT NO. 1 TO MERGER PARTNER NOTEHOLDER AGREEMENT

Noteholder Agreement • August 11th, 2008 • Critical Therapeutics Inc • Pharmaceutical preparations

• Contract Type
  Noteholder Agreement
• Filed
  August 11th, 2008
• Company
  Critical Therapeutics Inc
• Industry
  Pharmaceutical preparations

This Amendment No. 1 (this “Amendment No. 1”) to Merger Partner Noteholder Agreement (the “Noteholder Agreement”), dated as of May 1, 2008, among Critical Therapeutics, Inc., a Delaware corporation (“Public Company”), Cornerstone BioPharma Holdings, Inc., a Delaware corporation (“Merger Partner”), Cornerstone BioPharma, Inc., a Nevada corporation and a wholly owned subsidiary of Merger Partner (“Operating Company”), and Carolina Pharmaceuticals Ltd., a Bermuda Exempted Company (“Noteholder”) is entered into as of August 7, 2008. Terms that are used herein with initial capital letters and that are not otherwise defined shall have the meanings given to them in the Noteholder Agreement.

MERGER PARTNER NOTEHOLDER AGREEMENT

Merger Partner Noteholder Agreement • August 11th, 2008 • Critical Therapeutics Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Partner Noteholder Agreement
• Filed
  August 11th, 2008
• Company
  Critical Therapeutics Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS MERGER PARTNER NOTEHOLDER AGREEMENT (this “Agreement”), dated as of May 1, 2008, is by and among Critical Therapeutics, Inc., a Delaware corporation (“Public Company”), Cornerstone BioPharma Holdings, Inc., a Delaware corporation (“Merger Partner”), Cornerstone BioPharma, Inc., a Nevada corporation and a wholly owned subsidiary of Merger Partner (“Operating Company”), and Carolina Pharmaceuticals Ltd., a Bermuda Exempted Company (“Noteholder”).