AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT NO. 2 made as of the 22/nd/ day of November,
2002, 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 (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(d) is hereby amended to add the following language
as a new paragraph at the end of the section:
"For purposes of any calculation under this Agreement of the
percentage of outstanding shares of Common Stock of which a Person is
the Beneficial Owner, any shares of Common Stock of which such Person
is the Beneficial Owner that are not outstanding (such as shares
underlying options, warrants, rights or convertible securities) shall
be deemed to be outstanding."
2. Section 1(a) is amended by deleting the phrase "or (v)" after
clause (iv) and adding the following language:
", (v) an Exempt Person, or (vi)".
3. A new definition is added after Section 1(w) and before
Section 1(x) (with the sections following being renumbered accordingly) 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 be the Beneficial Owner of less than 20% of the shares of Common
Stock then outstanding."
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. 2 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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 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 Secretary
