AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • December 12th, 2006 • Telik Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Agreement (this “Agreement”) is entered into effective as of December 11, 2006, by and among Eastbourne Capital Management, L.L.C. (“ECM”), Black Bear Offshore Master Fund, L.P., a Cayman Islands limited partnership (“BBOM”), Black Bear Fund I, L.P., a California limited partnership (“BB I”), Black Bear Fund II, L.L.C., a California limited liability company (“BB II”), and Richard J. Barry (“Barry,” and together with ECM, BBOM, BB I and BB II, “Eastbourne”) and Telik, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein will have the meaning given in the Rights Agreement, dated November 2, 2001, by and between the Company and Wells Fargo Bank Minnesota, N.A., replaced by Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”).
SECOND AMENDMENT TO RIGHTS AGREEMENT BETWEEN TELIK, INC. AND COMPUTERSHARE SHAREHOLDER SERVICES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A.Rights Agreement • December 12th, 2006 • Telik Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made this 11th day of December, 2006, by and between TELIK, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE SHAREHOLDER SERVICES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A. (the “Rights Agent”) to amend the Rights Agreement, dated November 2, 2001, by and between the Company and Wells Fargo Bank Minnesota, N.A., replaced by Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”).
