AGREEMENT AND PLAN OF MERGER by and among CORNERSTONE THERAPEUTICS INC., COHESION MERGER SUB, INC., CARDIOKINE, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of December 28, 2011Merger Agreement • January 4th, 2012 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 28, 2011, by and among Cornerstone Therapeutics Inc., a Delaware corporation (the “Buyer”), Cohesion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), Cardiokine, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Indemnification Representative.
