Exhibit 4.1


 





FIRST AMENDMENT TO THE 


SECTION 382 RIGHTS AGREEMENT


 


by and between


 


ENZON PHARMACEUTICALS, INC.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


as Rights Agent 


 


THIS FIRST AMENDMENT TO THE SECTION 382 RIGHTS
AGREEMENT (this “First Amendment”) is made and entered into June 4, 2021, and is effective as of June 2, 2021,
by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation, as rights agent (the “Rights Agent”).


 


WHEREAS, the Company
and the Rights Agent are parties to that certain Section 382 Rights Agreement, dated as of August 14, 2020 (the “Rights Agreement”);


 


WHEREAS, the Rights
Agreement, under its current terms, will expire on August 13, 2021;


 


WHEREAS, the Company
may amend the Rights Agreement pursuant to Section 26 thereof; and


 


WHEREAS, the Board
of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to extend the Final Expiration
Date until June 2, 2024 in accordance with the terms set forth in this First Amendment.


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the Company
and the Rights Agent agree as follows:


 


1.             Amendments.


 


(a)           Section
7(a) of the Rights Agreement is hereby amended and restated to read as follows:


 


“Subject to Section 7(e) and
Section 27 hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and
Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the
form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with
respect to the total number of one one-thousandth of a share of Preferred Stock (or other securities, cash or other assets, as the
case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on
June 2, 2024 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section
23 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section
7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the Close of
Business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors
determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (v) the Close of
Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be
carried forward (the earliest of (i) and (ii) and (iii) and (iv) and (v) being herein referred to as the “Expiration
Date”).


 






    1


     


    

 


(b)           All
references to “August 13, 2021” in Exhibit B (Form of Rights Certificate) and Exhibit C (Summary of Rights to
Purchase Series A-1 Junior Participating Preferred Stock) to the Rights Agreement are amended to replace each such reference with “June
2, 2024.” 


 


2.             Capitalized Terms. Capitalized
terms not defined herein shall have the meanings given such terms in the Rights Agreement.


 


3.             Descriptive Headings.
Descriptive headings of the several Sections of this First Amendment are included for convenience of reference only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


4.             Governing Law.
This First Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed
by and construed and enforced in accordance with the laws of such state applicable to contracts to be made and performed entirely within
such State.


 


5.             Counterparts. This
First 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. A signature to this First Amendment executed
and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


6.             Effect of First Amendment.
Except as expressly modified by this First Amendment, the Rights Agreement remains in full force and effect and is hereby ratified and
confirmed.


 


[Remainder of page left intentionally blank]



 






    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this First Amendment to be duly executed as of the date first written above.


 


	 	ENZON PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/ Richard L. Feinstein
	 	Name:  	Richard L. Feinstein            
	 	Title:	Chief Executive Officer, Chief Financial Officer and Secretary
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Henry Farrell
	 	Name:	Henry Farrell
	 	Title:	Vice President


 


[Signature Page to First Amendment to Rights
Agreement]