No. _____ For the Purchase of One Share
of Common Stock
__________, 1998
BIOSHIELD TECHNOLOGIES, INC.
REDEEMABLE SERIES A COMMON STOCK PURCHASE WARRANT
EXERCISABLE ON OR BEFORE 5: 00 P. M. , New York City Time ______, 2002
This Warrant Certifies that ________________________________, or
registered assigns, is the holder of __________________Warrants expiring
___________, 2002, to purchase Common Stock, no par value per share (the "Common
Stock"), of BioShield Technologies, Inc. a Georgia corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company on or before 5:00
P.M. New York City time, on _________2002, (subject to extensions in the sole
discretion of the Company, the "Expiration Date") one fully-paid and
non-assessable share of Common Stock of the Company at the exercise price (the
"Exercise Price") of 120% of the initial public offering price per share upon
surrender of this Warrant Certificate and payment of the Exercise Price at the
office or agency of the Warrant Agent in New York, New York, but only subject to
the conditions set forth herein and in the Warrant Agreement. Payment of the
Exercise Price may be made in cash or by certified check payable to the order of
the Company. As used herein "shares" refers to the Common Stock of the Company
and, where appropriate, to the other securities or property issuable upon
exercise of a Warrant as provided for in the Warrant Agreement upon the
happening of certain events set forth in the Warrant Agreement.
No Warrant may be exercised after 5:00 P. M., New York City time, on
the Expiration Date. To the extent not exercised by such time, the Warrants
shall be cancelled and retired notwithstanding delivery of the related Warrant
Certificate. All Warrants evidenced hereby shall thereafter be void.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse in hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent
Dated: BioShield Technologies, Inc.
By:
President
Dated: American Securities Transfer & Trust, Inc.
By:
Warrant Agent Secretary
By:
Authorized Officer
[ FORM OF ]
ELECTION TO PURCHASE
BioShield Technologies, Inc.
c/o American Securities Trust & Transfer, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
shares of the stock provided for therein, and requests that certificates for
such shares shall be issued in the name of
( Please Print )
and be delivered to
at
and, if said number of shares shall not be all of the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated: ,
Name of Warrantholder:
( Please Print )
Address:
Signature:
Note: The above signature must correspond with the
name as written upon the face of this
Warrant in every particular, without
alteration or enlargement or any change
whatsoever.
[ FORM OF ]
ASSIGNMENT
For value received
does hereby sell, assign and transfer unto
the within Warrant, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint attorney, to transfer said
Warrant on the books of the within-named Corporation, with full power of
substitution in the premises.
Date: ,
Signature:
Note: The above signature must correspond with the
name as written upon the face of this
Warrant in every particular, without
alteration or enlargement or any change
whatsoever.
