AMENDMENT NO. 1 TO
MERGER PARTNER NOTEHOLDER AGREEMENT
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.
Public Company,
Merger Partner, Operating Company, and Noteholder (collectively,
the “Parties”) previously entered into the Noteholder
Agreement on May 1, 2008.
The Parties desire
to amend the Noteholder Agreement as described herein.
NOW THEREFORE, in
consideration of the mutual covenants contained herein, the Parties
agree as follows:
1. Effective
as of July 22, 2008, Section 2 of the Noteholder
Agreement is hereby deleted in its entirety and replaced with a new
Section 2 that reads as follows:
“2.
Conversion or Exchange of Carolina Note .
(a) Prior to the
Effective Time, Noteholder shall surrender for cancellation the
Carolina Note to Operating Company along with written instructions
to Operating Company and Merger Partner to cancel the Carolina Note
and issue shares of Merger Partner Common Stock in exchange for, at
Noteholder’s option, all or a portion of the Carolina Note
(but in an amount not less than the principal amount outstanding
under the Carolina Note on the date of exchange) (such amount to be
converted or exchanged, the “ Purchase Amount
”). Following receipt of the surrendered Carolina Note by
Operating Company, Noteholder will, immediately prior to the
Effective Time, be deemed to be the holder of record of the shares
of Merger Partner
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