1
EXHIBIT 10.071
TRANSFER AGENT INSTRUCTIONS
BIOSHIELD TECHNOLOGIES, INC.
August 25, 1999
American Stock Transfer & Trust Co.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Dear Gentlemen:
Reference is made to that certain Securities Purchase Agreement, of
even date herewith, by and among BioShield Technologies, Inc., a Georgia
corporation (the "COMPANY"), and each of the subscribers listed in Exhibit "A"
attached hereto (collectively, the "HOLDERS") pursuant to which the Company is
issuing to the Holders an aggregate of 42,827 shares of Common Stock, $0.001
par value of Allergy Xxxxxxxxxx.xxx, Inc. (the "COMMON SHARES"). This letter
shall serve as our irrevocable authorization and direction to you (provided
that you are the transfer agent of the Company at such time) to issue shares
(the "CONVERSION SHARES") of Common Stock, no par value (the "COMMON STOCK"),
of the Company to or upon the order of a Holder from time to time upon (i)
surrender to you of a properly completed and duly executed Conversion Notice,
in the form attached hereto as Exhibit I, which has been properly agreed to and
acknowledged by the Company as indicated by the signature of a duly authorized
officer of the Company thereon and (ii) certificates representing Preferred
Shares being converted (or an indemnification undertaking with respect to such
shares in the case of their loss, theft or destruction). So long as you have
previously received: (i) written confirmation from counsel to the Company that
a registration statement covering resales of the Conversion Shares has been
declared effective by the U.S. Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "1933 ACT"), and (ii) a copy
of such Registration Statement, Certificates representing the Conversion Shares
shall not bear any legend restricting transfer of the Conversion Shares thereby
and should not be subject to any stop-transfer restriction. However, if you
have not previously received (i) written confirmation from counsel to the
Company that a registration statement covering resales of the Conversion Shares
has been declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and (ii) a copy of such registration
statement, then the certificates representing the Conversion Shares shall bear
the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
2
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL, IN FORM AND CONTENT ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
provided, however, that the Company may from time to time notify you to place
stop transfer restrictions on the certificates for the Conversion Shares in the
event a registration statement covering the Conversion Shares is subject to
amendment for events then current.
An opinion of counsel to the Company that the issuance of the
Conversion Shares to the Holders will be exempt from registration under the
1933 Act is attached hereto as Exhibit II.
Please be advised that the Holders are relying upon this letter as an
inducement to enter into the Securities Purchase Agreement and, accordingly,
each Holder is a third party beneficiary to these instructions.
Should you have any questions concerning this matter please contact me
at (000) 000-0000.
Very truly yours,
BIOSHIELD TECHNOLOGIES, INC.
By:
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: President and Chief Executive Officer
ACKNOWLEDGED AND AGREED:
AMERICAN STOCK TRANSFER & TRUST CO.
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
-------------------------------------
Enclosure
cc: Holders
3
EXHIBIT "A"
SCHEDULE OF BUYERS
--------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES OF
ADDRESS AND FACSIMILE NUMBER OF BUYER COMMON STOCK NUMBER OF WARRANTS
BUYER'S NAME
------------------------- ---------------------------------------- ------------------------ ------------------------
World Trade Center Amsterdam 42,827 4,000
GPS America Fund Ltd. Xxxxx X, 00xx Xxxxx
Xxxxxxxxxxxxxx 0000
X.X. Xxx 0000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Facsimile: 0000-000-0000
------------------------- ---------------------------------------- ------------------------ ------------------------
4
EXHIBIT I
BIOSHIELD TECHNOLOGIES, INC.
EXCHANGE NOTICE
Reference is made to the Securities Purchase Agreement, dated as of
June 30, 1999 (the "AGREEMENT"). In accordance with and pursuant to the
Agreement, the undersigned hereby elects to exchange the number of shares of
Common Stock of Allergy Xxxxxxxxxx.xxx, Inc., $0.001 par value per share (the
"COMMON STOCK"), of BioShield Technologies, Inc., a Georgia corporation (the
"COMPANY"), indicated below into shares of Common Stock, no par value per share
(the "COMMON STOCK"), of the Company, by tendering the stock certificate(s)
representing the share(s) of Common Stock specified below as of the date
specified below.
The undersigned acknowledges that any sales by the undersigned of the
securities issuable to the undersigned upon exchange of the Common Stock shall
be made only pursuant to (i) a registration statement effective under the
Securities Act of 1933, as amended (the "ACT"), or (ii) an opinion of its
counsel in form and content satisfactory to the Company that such sale is
exempt from registration required by Section 5 of the Act.
Date of Exchange:
------------------------------------------
Number of Shares of Common
Stock to be exchanged:
------------------------------------------
Stock certificate No(s). to be exchanged:
------------------------------------------
Please confirm the following information:
Exchange Price:
------------------------------------------
Number of shares of
Conversion Shares to be
issued:
------------------------------------------
5
please issue the Common Stock into which the Common Stock are being exchanged
in the following name and to the following address:
Issue to:
--------------------------------------------
--------------------------------------------
Facsimile Number:
--------------------------------------------
Authorization:
--------------------------------------------
--------------------------------------------
By:
-----------------------------------------
Title:
--------------------------------------
Dated:
--------------------------------------------
ACKNOWLEDGED AND AGREED:
BIOSHIELD TECHNOLOGIES, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Date:
------------------------------
6
EXHIBIT II
BIOSHIELD TECHNOLOGIES, INC.
Attached hereto.
