0001104659-13-034506 Sample Contracts

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TRANZYME, INC., a Delaware corporation; TERRAPIN ACQUISITION, INC., a Delaware corporation; and OCERA THERAPEUTICS, INC., a Delaware corporation

Merger Agreement • April 29th, 2013 • Tranzyme Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Agreement
• Filed
  April 29th, 2013
• Company
  Tranzyme Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 23, 2013, by and among TRANZYME, INC., a Delaware corporation (“Tranzyme”); TERRAPIN ACQUISITION, INC., a Delaware corporation (“Merger Sub”), and OCERA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • April 29th, 2013 • Tranzyme Inc • Pharmaceutical preparations • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  April 29th, 2013
• Company
  Tranzyme Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2013 by and among Tranzyme, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).