AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2009 • Endocare Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 19, 2009, is entered into by and among Endocare, Inc., a Delaware corporation (“Parent”), Orange Acquisitions Ltd., an Israeli corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Galil Medical Ltd., an Israeli corporation (the “Company”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 8th, 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.
