0001193125-17-330223 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among MAK LLC, MEH ACQUISITION CO., OCERA THERAPEUTICS, INC. and, solely for purposes of Section 8.16, MALLINCKRODT PLC Dated as of November 1, 2017

Merger Agreement • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Merger Agreement
• Filed
  November 2nd, 2017
• Company
  Ocera Therapeutics, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2017, among MAK LLC, a Delaware limited liability company (“Parent”), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (“Guarantor”).

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  November 2nd, 2017
• Company
  Ocera Therapeutics, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This Tender and Support Agreement (this “Agreement”) is made and entered into as of November 1, 2017, by and among MAK LLC, a Delaware limited liability company (“Parent”), MEH Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Purchaser”) and the stockholders of Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”, and together with Parent and Purchaser, the “parties”).