TRANSCEPT PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Tax Benefit Preservation Plan Dated as of September 13, 2013Tax Benefit Preservation Plan • September 13th, 2013 • Transcept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Person”) or (ii) the close of business on the tenth (10th) business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all
