EXHIBIT 4.1
SECOND RIGHTS AGREEMENT AMENDMENT
This Second Rights Agreement Amendment, dated as of December 6, 2004
(this "Amendment"), to the Rights Agreement, dated as of June 12, 1998 and
amended as of March 1, 2000 (as amended, the "Rights Agreement"), between
Xtrana, Inc., a Delaware corporation formerly known as Biopool International,
Inc. (the "Company") and American Stock Transfer & Trust Company, as Rights
Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and delivered
the Rights Agreement. Pursuant to Section 28 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 28 thereof.
In consideration of the foregoing premises and mutual agreements set
forth in the Rights Agreement, as amended, and this Amendment, the parties
hereto agree as follows:
1. The "Final Expiration Date" as defined in Section 7(a) of the Rights
Agreement (which heretofore was June 12, 2008) is hereby amended to mean
December 31, 2004.
2. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
3. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed an original, and all
such counterparts shall together constitute but one and the same instrument.
4. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
XTRANA, INC.
By: /S/ XXXXX XXXXXXXXXXX
------------------------------
Xxxxx Xxxxxxxxxxx
Title: Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /S/ XXXXXXX XXXXX
------------------------------
Xxxxxxx Xxxxx
Title: Vice President
