AGREEMENT AND PLAN OF REORGANIZATION among LA JOLLA PHARMACEUTICAL COMPANY a Delaware corporation,Agreement and Plan of Reorganization • December 7th, 2009 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of December 4, 2009, by and among La Jolla Pharmaceutical Company, a Delaware corporation (“La Jolla”), Jewel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of La Jolla (“Merger Sub”), and Adamis Pharmaceuticals Corporation, a Delaware corporation (“Adamis”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
VOTING AGREEMENTVoting Agreement • December 7th, 2009 • La Jolla Pharmaceutical Co • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of December 4, 2009, by and between the undersigned stockholder (the “Stockholder”) of Adamis Pharmaceuticals Corporation, a Delaware corporation (“Adamis”), and La Jolla Pharmaceutical Company, a Delaware corporation (“La Jolla”).
