ALLOS THERAPEUTICS, INC. (a Delaware corporation) 9,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 30th, 2007 • Allos Therapeutics Inc • Pharmaceutical preparations • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters 4 World Financial Center New York, New York 10080
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 30th, 2007 • Allos Therapeutics Inc • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment”), dated as of the 29th day of January, 2007, to the Rights Agreement (the “Rights Agreement”), dated May 6, 2003, as amended March 4, 2005, between ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC (the “Rights Agent”), is being executed at the direction of the Company and shall be effective immediately prior to the Effective Time (as defined below). For purposes of this Amendment, the “Effective Time” shall mean the execution of that certain Purchase Agreement to be entered into on or about the date hereof by and between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the underwriters named in Schedule A thereto; provided, however, if (i) the Purchase Agreement is not executed within 30 days from the date of this Amendment, of which the Company will notify the Rights Agent in writing, or (ii) the Purchase Agreement terminates or is terminated prior to the
