AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • June 4th, 2015 • DARA BioSciences, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 3, 2015, by and among Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (“Parent”), Merlin Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Duke Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Secondary Merger Sub”), DARA BioSciences, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Stockholders (as defined below) of the Company (the “Stockholder Representative”). Parent, Merger Sub, Secondary Merger Sub, the Company and the Stockholder Representative are referred to herein collectively as the “Parties.”
ContractContingent Value Rights Agreement • June 4th, 2015 • DARA BioSciences, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2015 (this “Agreement”), is entered into by and among Midatech Pharma PLC, a public limited liability company organized under the laws of England and Wales (“Parent”), DARA BioSciences, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Holders (as defined herein) (the “Holder Representative”) and [●], a [●], as initial Rights Agent (as defined herein).
