AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG ITHAKA ACQUISITION CORP., ITHAKA SUB ACQUISITION CORP., ALSIUS CORPORATION and CERTAIN OF THE SHAREHOLDERS OF ALSIUS CORPORATION DATED AS OF FEBRUARY 23, 2007Merger Agreement • March 14th, 2007 • Ithaka Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of February 23, 2007, by and among Ithaka Acquisition Corp., a Delaware corporation (“Parent”), Ithaka Sub Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Alsius Corporation, a California corporation (“Company”), and each of the persons listed under the caption “Signing Shareholders” on the signature page hereof, such persons being certain of the shareholders of the Company (each a “Signing Shareholder” and, collectively, the “Signing Shareholders”). Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that, although the Signing Shareholders have approved and adopted this entire Agreement in accordance with Section 1.13(a), the only covenants that bind them in their capacities as Signing Shareholders are Sections 1.5(a), 1.13, 1.14, 1.18, 5.10, 5.11, 5.12, 5.13 and 5.14.
