TENDER AND VOTING AGREEMENTTender and Voting Agreement • April 6th, 2012 • Allos Therapeutics Inc • Pharmaceutical preparations • Delaware
This Tender and Voting Agreement, dated as of April 4, 2012 (this “Agreement”), is by and among SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), SAPPHIRE ACQUISITION SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholder of ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (the “Stockholder”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 6th, 2012 • Allos Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2012 (this “Agreement”), is entered into by and among SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [ ], as Rights Agent (the “Rights Agent”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 6th, 2012 • Allos Therapeutics Inc • Pharmaceutical preparations • New York
THIS AMENDMENT (the “Amendment”), dated as of the 4th day of April, 2012, to the Rights Agreement (the “Rights Agreement”), dated May 6, 2003, as amended by Amendment No. 1 dated as of March 4, 2005, Amendment No. 2 dated as of January 29, 2007, Amendment No. 3 dated as of July 17, 2009 and Amendment No. 4 dated as of July 19, 2011 (the “Terminated Amendment”), between ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE SHAREOWNER SERVICES LLC (f/k/a MELLON INVESTOR SERVICES LLC), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), is being executed at the direction of the Company and shall be effective immediately prior to the Company’s entry into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), and SAPPHIRE ACQUISITION SUB, INC., a Delaware corporation and who
AGREEMENT AND PLAN OF MERGER among: SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation; SAPPHIRE ACQUISITION SUB, INC., a Delaware corporation; and ALLOS THERAPEUTICS, INC., a Delaware corporationAgreement and Plan of Merger • April 6th, 2012 • Allos Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of April 4, 2012, by and among SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (“Parent”); SAPPHIRE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); and ALLOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
