AGREEMENT AND PLAN OF MERGER by and among DEERFIELD PRIVATE DESIGN FUND, L.P., a Delaware limited partnership; DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P., a British Virgin Islands limited partnership; DEERFIELD SPECIAL SITUATIONS FUND, L.P., a...Merger Agreement • January 28th, 2009 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of January 27, 2009, by and among DEERFIELD PRIVATE DESIGN FUND, L.P., a Delaware limited partnership ("DPDF") DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P., a British Virgin Islands limited partnership ("DPDI"), DEERFIELD SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership ("DSSF"), DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED, a British Virgin Islands corporation ("DSSFI") (collectively, "Deerfield"), NTMD PARENT ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Deerfield ("Parent"), NTMD ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"); and NITROMED, INC., a Delaware corporation ("NitroMed"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF PUBLIC COMPANY STOCKHOLDER AGREEMENTStockholder Agreement • January 28th, 2009 • Nitromed Inc • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER AGREEMENT (this "Agreement"), dated as of January 27, 2009, is by and among NitroMed, Inc., a Delaware corporation ("Public Company") (only with respect to Section 2(b) and Section 10(q)), Deerfield Private Design Fund, L.P., a Delaware limited partnership, Deerfield Private Design International, L.P., a British Virgin Islands limited partnership, Deerfield Special Situations Fund, L.P., a Delaware limited partnership, Deerfield Special Situations Fund International Limited, a British Virgin Islands corporation, NTMD Parent Acquisition Corp., (collectively "Merger Partner"), and the undersigned stockholder ("Stockholder") of Public Company.
