Exhibit 99.6
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This AMENDMENT NO. 3 made as of the 12 day of March, 2003, 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, as amended by Amendment
No. 1 thereto dated as of November 13, 2001 and Amendment No. 2 thereto dated as
of November 22, 2002 (the "Rights Agreement').
WHEREAS, on September 11, 2001, the Board of Directors of the Company
authorized the issuance of Rights (as defined in the Rights Agreement) to
purchase, on the terms and subject to the provisions of the Rights Agreement,
one one-thousandth of a share of the Company's Series D Preferred Stock (each, a
"Right");
WHEREAS, on September 11, 2001, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
common stock of the Company outstanding on the Dividend Record Date (as defined
in the Rights Agreement) and authorized the issuance of one Right (subject to
certain adjustments) for each share of common stock of the Company issued
between the Dividend Record Date and the Distribution Date (as defined in the
Rights Agreement);
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has
approved an amendment to certain provision of the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(x) is amended and restated in its entirety as follows:
"(x) "Exempt Person" shall mean Xxxxxxx & Xxxxxx, L.L.C., a New
York limited liability company, Xxxxxxx & Xxxxxx Value Partners, L.P.,
a New York limited partnership, or Xxxxxx X. Xxxxxx, so long as such
Persons, collectively, together with all Affiliates of such Persons,
shall have Beneficial Ownership of less than 20% of the shares of
Common Stock then outstanding; provided that for purposes of
determining whether any such Persons qualify as an Exempt Person, such
Persons and their Affiliates shall be deemed not to have Beneficial
Ownership of any Excluded Securities (as defined below) until such
date after June 1, 2005, if any, as any such Person or any Affiliate
of any such Person shall acquire, or be deemed to acquire, Beneficial
Ownership of shares of Common Stock of the Company in addition to the
shares of Common Stock of which such Person or Affiliate has
Beneficial Ownership on the close of business on June 1, 2005. The
term "Excluded Securities" shall mean:
(A) the Company's 10% Convertible Senior Secured Promissory
Notes, dated July 25, 2002 (in the original aggregate principal
amount of $4,000,000) and dated December 1, 2002 (in the original
aggregate principal amount of $143,333), and any additional notes
which may be issued pursuant thereto in the future (collectively,
the "Notes"), and any shares of the Company's Common Stock issued
or issuable upon conversion of the Notes;
(B) the Company's Warrant No. BLSI-2002-50 exercisable for
500,000 shares of the Company's Common Stock and any shares of
the Company's Common Stock issued or issuable upon exercise
thereof; and
(C) the Company's Warrant No. BLSI - 2002 - 54 exercisable
for 1,000,000 shares of the Company's Common Stock and any shares
of the Company's Common Stock issued or issuable upon exercise
thereof."
4. Except as expressly amended herein, all other terms and conditions of
the Rights Agreement shall remain in full force and effect.
5. This Amendment No. 3 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3
as of the day and year first above written.
BOSTON LIFE SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board
and President
