AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made as of January 8, 2003, by and among TEAMM PHARMACEUTICALS, INC., a Delaware corporation (TEAMM), the TEAMM principals, as listed on the signature page of this Agreement (collectively, the TEAMM Principals), ACCENTIA, INC., a Florida corporation (Accentia), and TEAMM PHARMACEUTICALS, INC., a Florida corporation and a wholly-owned subsidiary of Accentia (Sub).

RECITALS:

A. The Board of Directors of TEAMM has approved and deemed it fair, advisable and in the best interests of the TEAMM stockholders (the TEAMM Stockholders) to adopt and approve this Agreement and the transactions contemplated hereby, including the Merger as defined in Section 1.1 (collectively, the Transactions).

B. The Board of Directors of TEAMM has determined to recommend this Agreement and the Transactions for approval and adoption by the TEAMM Stockholders.

C. By their execution of this Agreement, the TEAMM Principals, collectively owning a majority interest in TEAMM, have agreed to vote their shares of TEAMM in favor of and in support of this Agreement and the Transactions.

D. The Board of Directors of Sub and the Board of Directors of Accentia have approved and deemed it fair, advisable and in the best interests of their respective stockholders to adopt and approve this Agreement and the Transactions.

E. The Board of Directors of Sub has determined to recommend this Agreement and the Transactions for approval and adoption by its sole stockholder Accentia.

F. Accentia, as the sole stockholder of Sub, has approved and deemed it fair, advisable and in the best interests of Sub to adopt and approve this Agreement and the Transactions.

G. The parties intend that this Agreement constitute a plan of reorganization within the meaning of Section 368 of the Code.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows:

ARTICLE 1THE MERGER

1.1 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the FBCA and the DGCL, at the Effective Time (as defined in Section 1.2) (a) Sub shall be merged with TEAMM (the Merger) and the separate corporate existence of TEAMM shall thereupon cease; and (b) Sub shall be the surviving corporation in the Merger (the Surviving Corporation) and shall continue to be governed by the laws of the State of Florida. The Merger shall have the effects specified in the FBCA and the DGCL, and as provided herein. Without limiting the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of TEAMM and Sub shall vest in the Surviving Corporation, and all debts, liabilities, and duties of TEAMM and Sub shall become debts, liabilities and duties of the Surviving Corporation.

1

1.2 Effective Time. Subject to the terms and conditions of this Agreement, as soon as practicable after satisfaction or waiver of the conditions set forth in Article 6, Accentia, Sub and TEAMM shall cause the Articles of Merger and the Certificate of Merger to be executed and filed on the Closing Date (or on such other date as Accentia, Sub and TEAMM may agree) with the Secretary of State of Florida and the Secretary of State of Delaware, respectively, as provided in the FBCA and the DGCL. The Merger shall become effective at the time when the Articles of Merger and the Certificate of Merger are duly filed with the Secretary of State of Florida and the Secretary of State of Delaware, respectively, or such later time as is agreed upon by the parties and specified in the Articles of Merger and the Certificate of Merger (such time, the Effective Time).

1.3 Closing. The closing of the Merger (the Closing) shall take place at 10:00 a.m. on February 7, 2003, or on such other date as Accentia, Sub and TEAMM may agree in writing, which shall be no later than the fifth business day after the satisfaction or waiver of all of the conditions set forth in Article 6 hereof (the Closing Date), at the offices of counsel to Accentia, unless another place is agreed to in writing by the parties hereto.

1.4 Directors and Officers.

1.4.1 Surviving Corporation. The directors and the officers of the Surviving Corporation shall be as follows, until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation (including that provided herein), or removal in accordance with applicable Law, the Articles of Incorporation and the By-laws of the Surviving Corporation:

Directors:

Officers:

1.5 Articles of Incorporation and By-Laws. The Articles of Incorporation and the By- Laws of Sub in effect at the Effective Time shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation, until amended, in accordance with applicable Law.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC