AMENDMENT ONE TO RIGHTS AGREEMENT
Exhibit 4.1
THIS AMENDMENT ONE TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 29, 2010,
is entered into by and between Astrotech Corporation, a Washington corporation (the
“Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the
“Rights Agent”), pursuant to Section 27 of the Rights Agreement, dated as of July 29, 2009
(the “Rights Agreement”), between the Company and the Rights Agent.
WHEREAS, Section 27 of the Rights Agreement provides that prior to the time any person becomes
an Acquiring Person (as defined in the Rights Agreement) the Company may from time to time
supplement and amend any provision of the Rights Agreement in any respect without the approval of
the holders of the Rights (as defined in the Rights Agreement); and
WHEREAS, the Rights under the Rights Agreement are scheduled to expire at the Close of
Business on August 10, 2010 (the “Expiration Date”); and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to amend the Rights Agreement to extend the Expiration Date, and to take such
further actions as may be necessary or appropriate to effectuate such extension.
NOW THEREFORE, in consideration of the premises and mutual agreements set forth herein and in
the Rights Agreement, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not defined herein shall have the
meaning assigned to such terms in the Rights Agreement.
Section 2. Amendments to Rights Agreement.
(a) Amendment of Section 1(m) of the Rights Agreement. Section 1(m) is hereby amended
to read in its entirety as follows:
“Expiration Date” shall mean the Close of Business on August 10, 2011
(b) Amendment of Exhibit B to the Rights Agreement. Exhibit B to the Rights Agreement
is hereby amended by replacing references to “2010” with “2011”.
(c) Amendment of Exhibit C to the Rights Agreement. Exhibit C to the Rights Agreement
is hereby amended by replacing references to “2010” with “2011”.
Section 3. Miscellaneous.
(a) The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the
Rights Agreement as amended hereby.
(b) This Amendment shall be effective as of the date first above written, and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
(c) This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
(d) This Amendment shall be deemed to be a contract made under the laws of the State of
Washington and for all purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed entirely within such State.
(e) The Rights Agent and the Company hereby waive any notice requirement under the Rights
Agreement pertaining to the matters covered by this Amendment.
(f) Except to the extent specifically amended hereby, the provisions of the Rights Agreement
shall remain unmodified, and the Rights Agreement as amended hereby is confirmed as being in full
force and effect.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.
| ASTROTECH CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx, III | |||
| Name: | Xxxxxx X. Xxxxxxx, III | |||
| Title: | Chairman of the Board and Chief Executive Officer |
|||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
