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, 2017Merger Agreement • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • 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 AGREEMENTTender and Support Agreement • November 2nd, 2017 • Ocera Therapeutics, Inc. • Pharmaceutical preparations • 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”).
