EX-99.4 6 dex994.txt 2ND ADDENDUM TO REGISTRATION RIGHTS AGREEMENT Exhibit 99.4 SECOND ADDENDUM TO REGISTRATION RIGHTS AGREEMENT This SECOND ADDENDUM TO REGISTRATION RIGHTS AGREEMENT (the "Addendum") is made and entered into as of March 12, 2003, by and among Boston Life Sciences, Inc., a Delaware corporation (the "Company") and each of the purchasers set forth on the execution page hereof (the "Purchasers"). This Addendum supplements that certain Registration Rights Agreement, dated as of July 25, 2002, by and among the Company and the Initial Holders (as defined therein), as supplemented by the First Addendum thereto dated as of November 22, 2002 (the "Registration Rights Agreement"). Capitalized terms not defined herein shall have the meanings given to them in the Registration Rights Agreement. WHEREAS, as of the date hereof, the Purchasers are acquiring an aggregate of 10,000,000 shares of the Company's common stock (the "Shares") pursuant to that certain Common Stock Purchase Agreement dated as of March 4, 2003 by and among the Company and the Purchasers (the "Stock Purchase Agreement"); WHEREAS, the execution of this Addendum is a condition to the closing of the transactions contemplated by the Stock Purchase Agreement; and WHEREAS, Section 10(b) of the Registration Rights Agreement permits the Company, without the consent of any Holder, to extend the registration rights provided thereunder to additional persons who become holders of the Company's equity securities; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and other good and valuable consideration the mutual receipt and sufficiency of which is hereby acknowledged, the parties to this Addendum hereby agree as follows: -1- 1. Joinder of New Parties. By execution of this Addendum, each of the Purchasers not already party to the Registration Rights Agreement is hereby joined as a party to the Registration Rights Agreement and shall have all of the rights and obligations of a Holder thereunder. The Shares (and any securities of the Company issued or issuable with respect to the Shares by way of conversion, exchange, dividend or stock split or combination) shall constitute Registrable Shares under the Registration Rights Agreement (subject to the limitations set forth in the second sentence of the definition of Registrable Shares in Section 1 of the Registration Rights Agreement). 2. Entire Agreement; Counterparts. Except to the extent specifically supplemented by this Addendum, the Registration Rights Agreement shall remain unmodified, and the Registration Rights Agreement, as supplemented hereby, is confirmed as being in full force and effect. This Addendum may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. 3. Miscellaneous. This Addendum shall be governed by the provisions of Sections 12(e), (f) and (g) of the Registration Rights Agreement to the same extent as if set forth in their entirety herein. [The remainder of this page has been left blank intentionally.] IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first above written. BOSTON LIFE SCIENCES, INC. By: /s/ Robert J. Rosenthal -------------------------- Name: Robert J. Rosenthal Title: President PURCHASERS: [PURCHASER SIGNATURE BLOCKS] -3-