Full Press Release Details
BIOCRYST PHARMACEUTICALS,
certain stockholders of ASTRIA THERAPEUTICS, INC.
Dated as of October 14, 2025
VOTING AND SUPPORT AGREEMENT
dated as of October 14, 2025 (this "Agreement"), among BioCryst Pharmaceuticals, Inc., a Delaware corporation
("Parent") and each of the signatories named on the signature pages hereto (each, a "Stockholder"
and, collectively, the "Stockholders").
WHEREAS, each Stockholder
is, as of the date hereof, the record and beneficial owner (for purposes of this Agreement, "beneficial owner" (including
"beneficially own" and other correlative terms) shall have the meaning set forth in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"))
of the number of the Shares, as set forth opposite the name of such Stockholder on Schedule I hereto;
WHEREAS, concurrently with
the execution and delivery of this Agreement, Parent, Axel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and Astria Therapeutics, Inc., a Delaware corporation (the "Company") are entering
into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified
from time to time, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Merger Agreement), which provides, among other things, for the merger of Merger Sub with and into the Company, with
the Company surviving as a wholly owned subsidiary of Parent upon the terms and subject to the conditions set forth therein; and
WHEREAS, as a condition and
inducement to Parent and Merger Sub to enter into the Merger Agreement, each of Parent and Merger Sub has required that the Stockholders
agree, and the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree
Agreement. (a) During the Agreement Period (as defined below), each Stockholder hereby agrees that, at any meeting (whether annual
or special and whether or not an adjourned or postponed meeting) of the holders of the Shares [or of Series X Preferred Shares]1,
however called (each, a "Company Stockholders' Meeting"), and in connection with any written consent of the
holders of the Shares [or Series X Preferred Shares], such Stockholder shall appear at such meeting or otherwise cause all of such Stockholder's
Subject Shares to be counted as present thereat for purposes of calculating a quorum and vote (or cause to be voted) or, if applicable,
deliver (or caused to be delivered) a written consent with respect to all
1 NTD: Bracketed text to be included
in form of warrant for Stockholders holding Series X Preferred Shares or Company Common Warrants only.
of such Stockholder's Subject Shares, in
each case, to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote or action by written consent:
favor of (A) the adoption of the Merger Agreement, the Merger and the approval of the transactions contemplated in the Merger Agreement
and any actions related thereto; and (B) without limitation of the preceding clause (A), the approval of any proposal to adjourn
or postpone the Company Stockholders' Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement
on the date on which the Company Stockholders' Meeting is held; and
(A) any Acquisition Proposal or any acquisition agreement related to such Acquisition Proposal; (B) any election of new directors
to the Board of Directors, other than nominees to the Board of Directors who are serving as directors of the Company on the date hereof
or who are nominated for election by a majority of the Board of Directors, or as otherwise provided in the Merger Agreement; (C) any
action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or
warranty or any other obligation or agreement of such Stockholder under this Agreement or of the Company under the Merger Agreement; (D) each
of the following actions (other than the transactions contemplated in the Merger Agreement): (I) any extraordinary corporate transaction,
such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries, (II) any sale, lease,
license or other transfer of a material amount of the assets of the Company or any of its Subsidiaries, taken as a whole and (III) any
reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; and (E) any corporate
action the consummation of which would reasonably be expected to frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated in the Merger Agreement.
Stockholder shall retain at all times the right to vote or exercise such Stockholder's right to consent with respect to such Stockholder's
Subject Shares in such Stockholder's sole discretion and without any other limitation on those matters other than those set forth
in Section 1.01(a) that are at any time or from time to time presented for consideration to the holders of the Shares
SECTION 1.02 [Series X
Preferred Shares. Each Stockholder that is a record or beneficial owner of any Series X Preferred Shares hereby agrees and consents
to the terms and provisions of the Merger Agreement as they pertain or otherwise apply to the Series X Preferred Shares (including
Section 2.04(c) of the Merger Agreement), for all purposes of the Merger Agreement, the Certificate of Designation, the Company's
certificate of incorporation, any Contract between such Stockholder and the Company, the DGCL or any other applicable Law].
SECTION 1.03 [Company
Common Warrants. Each Stockholder that is a record or beneficial owner of any Company Common Warrants hereby: (a) irrevocably
elects, effective as of immediately prior to and conditioned on the occurrence of the Effective Time, to require the Company to purchase
all such Company Common Warrants in exchange for payment of the Black
Scholes Value thereof (and as defined thereof)
(the "Black Scholes Payment Amount") in cash pursuant to the second paragraph of Section 3(d) of such Company
Common Warrant (the "Black Scholes Exercise Right"), and hereby agrees to take all action reasonably necessary in order
to perfect such election; (b) agrees not to exercise any such Company Common Warrant and that, upon and subject to payment by Parent
and receipt by such Stockholder of the Black Scholes Payment Amount in cash, such Company Common Warrant shall, without any further action
on the part of such Stockholder or any other Person, cease to exist or otherwise be exercisable, notwithstanding anything to the contrary
in Section 2.04(a) of the Merger Agreement; and (c) waives to the maximum extent permissible under applicable Law any notice
or consent requirement that may be applicable under the DGCL, any other applicable Law, the Merger Agreement, the Company Common Warrants,
or any other Contracts, agreements or instruments to the extent related to the Company Common Warrants, in each case in connection with
the entry into the Merger Agreement or the occurrence of the Merger or any other transaction contemplated under the Merger Agreement.
Parent hereby acknowledges and agrees that the obligation to pay the Black Scholes Payment Amount in cash shall survive the consummation
of the Merger and that the Company Common Warrants shall not be deemed automatically canceled or converted until the Company or Parent
pays the Black Scholes Payment Amount in cash to the Stockholder pursuant to this Agreement, which payment shall be made by Parent no
later than two (2) Business Days following the later of (i) the Effective Time and (ii) delivery by the Stockholder of
instructions designating a bank account for the making of such payment.]
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Representations
and Warranties of Stockholder. Each Stockholder severally but not jointly as to any other Stockholder represents and warrants to Parent
as follows as of the date hereof:
If such Stockholder is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization.
If such Stockholder is not an individual, it has the requisite corporate, limited liability company, partnership or trust power and authority,
and has taken all action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and
deliver this Agreement and to perform such Stockholder's obligations hereunder. This Agreement has been duly executed and delivered
by such Stockholder and, assuming the due authorization, execution and delivery hereof by Parent, constitutes a valid and binding obligation
of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by the
Enforceability Exceptions. If such Stockholder is a married individual, and any of the Subject Shares of such Stockholder constitute community
property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed
and delivered by such Stockholder's spouse (including pursuant to Section 3.07) and, assuming the due authorization,
execution and delivery hereof by Parent, is enforceable against such Stockholder's spouse in accordance with its terms, except as
enforceability may be limited by the Enforceability Exceptions. If this Agreement is being executed in a representative or fiduciary
capacity, the Person signing this Agreement has
full power and authority to enter into and perform this Agreement.
Conflict. (i) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation by such Stockholder
of the transactions contemplated hereby, nor compliance by such Stockholder with any of the terms or provisions hereof, will (A) if
such Stockholder is not an individual, conflict with or violate any provision of its certificate of incorporation, bylaws or similar organizational
documents, (B) assuming that each of the filings referred to in Section 2.01(c)(ii) are made and any applicable