EXECUTION COPY MERGER AGREEMENT BY AND AMONG PRESIDIO PHARMACEUTICALS, INC., S SUB, INC., BIOCRYST PHARMACEUTICALS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS HOLDER REPRESENTATIVE DATED AS OF OCTOBER 17, 2012Merger Agreement • October 22nd, 2012 • Biocryst Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS MERGER AGREEMENT (this “Agreement”), dated as of October 17, 2012, is made by and among Presidio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), BioCryst Pharmaceuticals, Inc., a Delaware corporation (“Parent”), S Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, as Holder Representative (solely in its capacity as such, the “Holder Representative”). The Company and Parent shall be referred to herein from time to time collectively as the “Parties.”
SIDE AGREEMENT TO INVESTOR FINANCING AGREEMENTSide Agreement • October 22nd, 2012 • Biocryst Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
WHEREAS the undersigned entities (the “Investors”) have agreed to purchase shares of Common Stock of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Parent”) pursuant to a Investor Financing Agreement (the “Financing Agreement”) dated as of October 17, 2012, by and among Parent and the Investors;
