Exhibit 99.5
Boston Life Sciences, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ phone
(▇▇▇) ▇▇▇-▇▇▇▇ facsimile
March 12, 2003
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.C.
▇▇ ▇▇▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
Reference is made to the Common Stock Purchase Agreement (the "Purchase
Agreement"), dated as of March 4, 2003, by and among Boston Life Sciences, Inc.
(the "Company"), and each of the purchasers thereunder. Terms used but not
otherwise defined in this letter agreement will have the meanings ascribed to
such terms in the Purchase Agreement.
As a condition to the transactions contemplated by the Purchase
Agreement, this letter will confirm our agreement that, notwithstanding anything
to the contrary in the terms of Warrant No. BLSI - 2002 - 54 issued by the
Company exercisable for 1,000,000 shares of the Company's Common Stock (the
"Warrant"), which Warrant is held by you as of the date hereof, from and after
any exercise of all or any portion of the Warrant prior to June 1, 2005 into
shares of the Company's Common Stock ("Underlying Shares"), you shall not (a)
vote such Underlying Shares (including by execution of any written consent in
lieu of a meeting of holders of securities of the Company or any class thereof),
(b) deposit any such Underlying Shares in a voting trust, or subject such
Underlying Shares to any other arrangement or agreement with respect to voting,
or (c) communicate with or seek to advise or influence any other person with
respect to the solicitation or voting of such Underlying Shares in opposition to
any matter that has been recommended by the Board of Directors of the Company or
in favor of any matter that has not been approved by the Board of Directors of
the Company, including without limitation with respect to the election of
directors of the Company.
This letter constitutes the entire agreement among you and the Company
and/or any of our respective affiliates, and supersedes all prior
communications, agreements and understandings, written or oral, with respect to
the matters set forth herein. This letter may be signed in counterparts, all of
which shall constitute the same agreement and shall be governed by the domestic
substantive laws of the State of New York. This letter shall bind and inure to
the benefit of the parties and their respective successors and assigns; provided
that this letter shall not bind any transferee of the Warrant or Underlying
Shares, except for any transferee who controls, is controlled by, or is under
common control with you or ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value Partners, L.P.
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
March 12, 2003 - Page 2 of 2
If the foregoing is in accordance with your understanding, please sign
this letter in the space indicated below.
Very truly yours,
Boston Life Sciences, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
Accepted and agreed to as of
the date first above written:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Boston Life Sciences, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ phone
(▇▇▇) ▇▇▇-▇▇▇▇ facsimile
March 12, 2003
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value Partners, L.P.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Partner
Dear ▇▇▇:
Reference is made to the Common Stock Purchase Agreement (the "Purchase
Agreement"), dated as of March 4, 2003, by and among Boston Life Sciences, Inc.
(the "Company"), and each of the purchasers thereunder. Terms used but not
otherwise defined in this letter agreement will have the meanings ascribed to
such terms in the Purchase Agreement.
As a condition to the transactions contemplated by the Purchase
Agreement, this letter will confirm our agreement with ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value
Partners, L.P. ("ISVP") that, notwithstanding anything to the contrary in the
terms of the 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 notwithstanding anything to the contrary in the
terms of Warrant No. BLSI-2002-50 issued by the Company exercisable for 500,000
shares of the Company's Common Stock (the "Warrant"), which Notes and Warrants
are held as of the date hereof by ISVP, from and after any conversion of all or
any portion of the Notes or exercise of all or any portion of the Warrant, in
each case prior to June 1, 2005, into shares of the Company's Common Stock
("Underlying Shares"), ISVP shall not (a) vote such Underlying Shares (including
by execution of any written consent in lieu of a meeting of holders of
securities of the Company or any class thereof), (b) deposit any such Underlying
Shares in a voting trust, or subject such Underlying Shares to any other
arrangement or agreement with respect to voting, or (c) communicate with or seek
to advise or influence any other person with respect to the solicitation or
voting of such Underlying Shares in opposition to any matter that has been
recommended by the Board of Directors of the Company or in favor of any matter
that has not been approved by the Board of Directors of the Company, including
without limitation with respect to the election of directors of the Company.
For the avoidance of doubt, it is also agreed that, in the event that
ISVP distributes or otherwise transfers any Notes or Warrants or any Underlying
Shares to its limited partners, this foregoing shall not be construed to prevent
the general partners of ISVP who own shares of Common Stock of the Company in
their individual capacities ("Personal Shares") from
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value Partners, L.P.
March 12, 2003 - Page 2 of 3
responding to unsolicited questions from such limited partners as to their
intentions with respect to the voting of such Personal Shares.
This letter also will confirm that, in its capacity as the Majority
Note Holders (as defined in the Notes), ISVP consents to the transactions
contemplated by the Purchase Agreement for all purposes under the Notes.
This letter constitutes the entire agreement among ISVP and the Company
and/or any of our respective affiliates, and supersedes all prior
communications, agreements and understandings, written or oral, with respect to
the matters set forth herein. This letter may be signed in counterparts, all of
which shall constitute the same agreement and shall be governed by the domestic
substantive laws of the State of New York. This letter shall bind and inure to
the benefit of the parties and their respective successors and assigns; provided
that this letter shall not bind any transferee of the Notes, Warrant or
Underlying Shares, except for any transferee who controls, is controlled by, or
is under common control with ISVP or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
[The remainder of this page has been intentionally left blank.]
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value Partners, L.P.
March 12, 2003 - Page 3 of 3
If the foregoing is in accordance with your understanding, please sign
this letter in the space indicated below.
Very truly yours,
Boston Life Sciences, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
Accepted and agreed to as of
the date first above written:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value Partners, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner
