BOSTON LIFE SCIENCES, INC. DIRECTORS AND OFFICERS INDEMNITY TRUSTDirectors and Officers • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Delaware
This Trust Agreement (“Agreement”) is made and entered into as of June 15, 2004, by and between Boston Life Sciences, Inc., a Delaware corporation (the “Company”), Boston Private Bank & Trust Company, a corporation duly licensed to act as a trust company in the State of Massachusetts (the “Trustee”) and the Indemnitees (as defined herein).
BOSTON PRIVATE BANK & TRUST COMPANY CONTINUING LETTER OF CREDIT AND SECURITY AGREEMENT (Standby Letter of Credit)Boston Private • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts
Boston Life Sciences, Inc., a Delaware corporation with a mailing address at 20 Newbury Street, Boston, MA 02116 (“Applicant”) hereby agrees with Boston Private Bank & Trust Company (“Bank”) as follows regarding the issuance of a letter of credit by Bank for the account of the Applicant all as described herein (the “Credit”):
SETTLEMENT AND STANDSTILL AGREEMENTSettlement and Standstill Agreement • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Delaware
THIS SETTLEMENT AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2004 by and among (i) Ingalls & Snyder, LLC, a limited liability company organized under the laws of the State of New York, (ii) Ingalls & Snyder Value Partners, L.P., a limited partnership organized under the laws of the State of New York (“ISVP”), (iii) Robert L. Gipson, (iv) Thomas O. Boucher, Jr., (each of (i) - (iv), an “Investor” and collectively, the “Investors”) and (v) Boston Life Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
SECURITY AGREEMENT (Pledged Collateral)Security Agreement • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts
In consideration of financial accommodations heretofore, now, or hereafter made to or for the benefit of Boston Life Sciences, Inc. (hereinafter called the “Pledgor”) by Boston Private Bank & Trust Company (the “Bank”) and to secure payment of any liability or obligation of the Pledgor to the Bank, direct or indirect, primary or secondary, now existing or hereafter arising under and with respect to a certain Continuing Letter of Credit and Security Agreement of even date (the “Reimbursement Agreement”) (said liabilities and obligations hereby secured being hereinafter called “Obligations”), the Pledgor hereby grants a security interest in, assigns, transfers and delivers to the Bank the collateral (but only to the extent of the amount of the Obligations) described on Exhibit A attached hereto and made a part hereof, together with any additions to or substitutions for said property and any and all proceeds of the same, all of which shall hereinafter be referred to as “Collateral”. The B
MUTUAL RELEASE OF CLAIMSMutual Release of Claims • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Delaware
THIS MUTUAL RELEASE OF CLAIMS (this “Agreement”) is made and entered into as of June 15, 2004 by and among (i) Ingalls & Snyder, LLC, a limited liability company organized under the laws of the State of New York; (ii) Ingalls & Snyder Value Partners, L.P., a limited partnership organized under the laws of the State of New York; (iii) Robert L. Gipson; (iv) Thomas O. Boucher, Jr., ((i) - (iv) collectively, the “Releasing Ingalls Parties”); (v) S. David Hillson; (vi) Marc E. Lanser; and (vii) Boston Life Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
AGREEMENTAgreement • June 17th, 2004 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts
AGREEMENT made and entered into in Boston, Massachusetts, by and between Boston Life Sciences, Inc. (the “Company”), a Delaware corporation with its principal place of business in Boston, Massachusetts, and Marc E. Lanser, M.D., of Fayston, Vermont (the “Executive”), effective as of the 10th day of June 2004.
