Exhibit 99.4
FIRST ADDENDUM TO
REGISTRATION RIGHTS AGREEMENT
This FIRST ADDENDUM TO REGISTRATION RIGHTS AGREEMENT (the "Addendum")
is made and entered into as of November 22, 2002, by and among Boston Life
Sciences, Inc., a Delaware corporation (the "Company"), Xxxxxx X. Xxxxxx
("Xxxxxx") and Xxxxxxxx X. Xxxxxxxx ("Monoyios"). This Addendum supplements that
certain Registration Rights Agreement, dated as of July 25, 2002, by and among
the Company and the Initial Holders (as defined therein) (the "Registration
Rights Agreement"). Capitalized terms not defined herein shall have the meanings
given to them in the Registration Rights Agreement.
WHEREAS, as of the date hereof, Xxxxxxx & Xxxxxx, L.L.C., a New York
limited liability company ("I&S"), is acquiring for the account of Xxxxxx and
Monoyios, its advisory clients, certain outstanding warrants (the "Warrants") to
purchase 1,820,123 shares of the Company's common stock (which Warrants were
originally issued pursuant to that certain Securities Purchase Agreement dated
as of September 22, 1999 by and among the Company and affiliates of Xxxxx
Xxxxxxx Partners I, Ltd.) (the "Warrant Transfer");
WHEREAS, in connection with the Warrant Transfer, as of the date
hereof, the Company, I&S, Xxxxxx, Monoyios and certain other persons are
executing that certain Consent to Transfer and Warrant Amendment, which
agreement provides, among other things, that the Company, Xxxxxx and Monoyios
shall execute this Addendum; and
WHEREAS, Section 10(b) of the Registration Rights Agreement permits the
Company, without the consent of any Holder, to extend the registration rights
provided thereunder to additional persons who become holders of the Company's
equity securities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein and other good and valuable consideration the
mutual receipt and sufficiency of which is hereby acknowledged, the parties to
this Addendum hereby agree as follows:
1. Joinder of New Parties. By execution of this Addendum, each of
Xxxxxx and Monoyios is hereby joined as a party to the Registration Rights
Agreement and shall have all of the rights and obligations of a Holder
thereunder. All shares of common stock of the Company acquired upon exercise of,
or otherwise pursuant to, the Warrants (and any securities of the Company issued
or issuable with respect to such common stock by way of conversion, exchange,
dividend or stock split or combination) shall constitute Registrable Shares
under the Registration Rights Agreement (subject to the limitations set forth in
the second sentence of the definition of Registrable Shares in Section 1 of the
Registration Rights Agreement).
2. Entire Agreement; Counterparts. Except to the extent specifically
supplemented by this Addendum, the Registration Rights Agreement shall remain
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unmodified, and the Registration Rights Agreement, as supplemented hereby, is
confirmed as being in full force and effect. This Addendum may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.
3. Miscellaneous. This Addendum shall be governed by the provisions of
Sections 12(e), (f) and (g) of the Registration Rights Agreement to the same
extent as if set forth in their entirety herein.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the day and year first above written.
BOSTON LIFE SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
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