AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 made as of the 13th day of November,
2001, between Boston Life Sciences, Inc., a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company, a Delaware
corporation ("Continental"), as Rights Agent under that certain Rights Agreement
between the Company and Continental, dated as of September 11, 2001 (the "Rights
Agreement').
WHEREAS, at a meeting on September 11, 2001, the Board of
Directors of the Company authorized the Company to enter into a Rights Agreement
with Continental, as Rights Agent;
WHEREAS, at the time of the adoption of the Rights Plan, the
Board of Directors approved the adoption of certain changes to the Rights
Agreement, subject to obtaining the approval of Continental;
WHEREAS, the Company and Continental now desire to amend the
Rights Agreement to memorialize and give effect to those certain changes;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth and intending to be legally bound, the
parties hereby agree as follows:
1. Section 32 (Governing Law) is hereby replaced in its
entirety with the following:
"Section 32. Governing Law.
This Agreement and each Rights Certificate issued
hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws
of said State applicable to contracts to be made and
performed entirely within said State."
2. Except as expressly amended herein, all other terms and
conditions of the Rights Agreement shall remain in full force and effect.
3. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one in the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the day and year first above written.
BOSTON LIFE SCIENCES, INC.
By: /s/ S. Xxxxx Xxxxxxx
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Name: S. Xxxxx Xxxxxxx
Title: President
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and Secretary
