AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This amendment, dated as of June 13, 1997, amends the Rights Agreement
dated as of June 2, 1997 (the "Rights Agreement") between Inamed Corporation
(the "Company") and U.S. Stock Transfer Corporation, as Rights Agent (the
"Rights Agent"). Terms defined in the Rights Agreement and not otherwise defined
herein are used herein as so defined.
W I T N E S S E T H
WHEREAS, on May 23, 1997, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock; and
WHEREAS, 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 June 13, 1997 and authorized the issuance of one Right
(subject to certain adjustments) for each share of Common Stock of the Company
issued between the Record Date and the Distribution Date; and
WHEREAS, on June 2, 1997, the Company and the Rights Agent entered into
the Rights Agreement to set forth the description and terms of the Rights; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors now unanimously desire to amend certain provisions of the Rights
Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, no officer or director of the
Company who or which, together with all Affiliates of such
Person, is the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock of the Company as of the
Record Date shall be deemed an Acquiring Person for any
purpose of this Agreement, provided, that such officer or
director together with his Affiliates does not become the
Beneficial Owner of 20% or more of the outstanding shares of
Common Stock of the Company."
2. Except as expressly herein set forth, the remaining provisions
of the Rights Agreement shall remain in full force and effect.
3. 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.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 13th day of June, 1997 by
authorized representatives of each of the Company and the Rights Agent.
INAMED CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. XxXxxx
Chairman and
Chief Executive Officer
US STOCK TRANSFER CORPORATION
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President
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