VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 22nd, 2018 • Biocryst Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 21, 2018, by and between Biocryst Pharmaceuticals, Inc., a Delaware corporation (“Boat”), and 667, L.P. and Baker Brothers Life Sciences, L.P. (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Boat, Idera Pharmaceuticals, Inc., a Delaware corporation (“Island”), Nautilus Holdco, Inc., a Delaware corporation and a wholly owned Subsidiary of Boat (“Holdco”), Island Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Merger Sub A”), and Boat Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Merger Sub B”).
AGREEMENT AND PLAN OF MERGER among BIOCRYST PHARMACEUTICALS, INC., IDERA PHARMACEUTICALS, INC., NAUTILUS HOLDCO, INC., ISLAND MERGER SUB, INC. and BOAT MERGER SUB, INC. Dated as of January 21, 2018Merger Agreement • January 22nd, 2018 • Biocryst Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 21, 2018, by and among BioCryst Pharmaceuticals, Inc., a Delaware corporation (“Boat”), Idera Pharmaceuticals, Inc., a Delaware corporation (“Island”), and Nautilus Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Boat (“Holdco”), Island Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub A”), Boat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Merger Sub B”).
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2018 • Biocryst Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Amendment (this “Amendment”), dated as of January 21, 2018, is made by BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Amendment (collectively, the “Investors”).
