0000950134-09-006464 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • March 30th, 2009 • Endocare Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 26, 2009, between Endocare, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. as successor Rights Agent to U.S. Stock Transfer Corporation (the “Rights Agent”), amends that certain Rights Agreement, dated as of March 31, 1999, between the Company and the Rights Agent, as first amended on June 24, 2005 (as amended, the “Rights Agreement”). All capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Rights Agreement.

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