AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • July 9th, 2014 • Telik Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 2, dated as of July 7, 2014 (this “Amendment”), is between Telik, Inc., a Delaware corporation (“Parent”) and MabVax Therapeutics, Inc., a Delaware corporation (the “Company”).
TELIK, INC. SERIES B OMNIBUS AMENDMENT AND STOCKHOLDER CONSENTTelik Inc • July 9th, 2014 • Pharmaceutical preparations • New York
This Series B Omnibus Amendment and Stockholder Consent (this “Amendment”), dated as of July 7, 2014, by and among Telik, Inc., a Delaware corporation (the “Company”), and each of the persons and entities set forth on the signature pages hereto as an “Amendment Signatory” (the “Amendment Signatories”), amends each of the Securities Purchase Agreement, Registration Rights Agreement and Warrants to Purchase Shares of Common Stock, dated as of May 12, 2014, by and among the Company, and each of the persons and entities set forth on the respective signature pages thereto, and constitutes a written consent of the holders of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”), acting pursuant to Sections 228 and 242 of the Delaware General Corporation Law, to amend and restate the Company’s Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on May 7, 2014 (the “Series B Certificate”
