WARRANT AGREEMENT - Page 1
WARRANT AGREEMENT
_____________, 1998
TEJAS SECURITIES GROUP, INC.
REDSTONE SECURITIES, INC.
SEABOARD SECURITIES, INC.
As Representatives of the Several Underwriters
0000 Xxxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Gentlemen:
BioShield Technologies, Inc., a Georgia corporation (the "Company"),
hereby agrees to sell to you, the several underwriters, and you hereby agree to
purchase from the Company at a purchase price of $100.00, unit purchase warrants
(the "Underwriter Warrants") covering 75,000 of the Company's units (the
"Units"), each Unit consisting of two shares of the Company's Common Stock and
one Redeemable Common Stock Purchase Warrant (the "Warrants") issued in
accordance with the terms of a warrant agreement (the "Warrant Agreement") dated
as of _____, 1998, between the Company and American Securities Transfer & Trust,
Inc., as warrant agent (the "Warrant Agent"). The Underwriter Warrants will be
exercisable by you as to all or any lesser number of Units covered thereby, at
the Purchase Price per Unit as defined below, at any time and from time to time
on and after the first anniversary of the date hereof and ending at 5:00 p.m. on
the fifth anniversary of the date hereof.
WARRANT AGREEMENT - Page 1 1.ab Definitions.
3.ab As used herein the following terms, unless the context otherwise
requires, shall have for all purposes hereof the following meanings:
5.ab The term "Common Stock" refers to all stock of any class or
classes (however designated) of the Company, now or hereafter authorized, the
holders of which shall have the right without limitation as to amount, either to
all or to a part of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference, and the holders of which shall ordinarily, in the absence of
contingency, be entitled to vote for the election of a majority of the directors
of the Company (even though the right so to vote has been suspended by the
occurrence of such a contingency).
6.ab WARRANT AGREEMENT - Page 1 WARRANT AGREEMENT - Page 1
7.ab The term "Underlying Common Stock" refers to the shares of Common
Stock (or Other Securities) issuable under this Agreement pursuant to the
exercise, in whole or in part, of the Warrants or the Underwriter Warrants.
9.ab The term "Other Securities" refers to any securities of the
Company or any other person (corporate or otherwise) which the holders of the
Underwriter Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Underwriter Warrants, in lieu of or in
addition to Common Stock and Warrants, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock,
Warrants or Other Securities pursuant to Section 7 below or otherwise.
11.ab The term "Registration Statement" refers, collectively, to the
Registration Statements relating to the registration of the Units, Common Stock
and Warrants with the Securities and Exchange Commission (the "Commission")
pursuant to the Rules and Regulations of the Commission under the Securities Act
of 1933, as amended (the "Act").
13.ab The term "Purchase Price" refers to the purchase price of the
Units subject to this Agreement. The initial Purchase Price shall equal _____%
of the offering price per Unit as set forth in the Registration Statement. If
the Purchase Price per Share (as hereinafter defined) is adjusted as provided in
Section 7 below, the Purchase Price shall thereafter equal the Purchase Price
per Share multiplied by two (2).
15.ab The term "Purchase Price per Share" shall initially refer to the
amount obtained by dividing the initial Purchase Price by two (2). The Purchase
Price per Share is subject to adjustment as provided in Section 7 below.
17.ab The purchase and sale of the Underwriter Warrants shall take
place, and the purchase price therefore shall be paid by delivery of your check,
simultaneously with the purchase of and payment for any Units of the Company as
provided in that certain Underwriting Agreement relating to the public offering
covered by the Registration Statement.
19.ab Representations and Warranties.
21.ab The Company represents and warrants to you as follows:
(a)ab Corporate Action. The Company has all requisite corporate power
and authority, and has taken all necessary corporate action, to execute and
deliver this Agreement, to issue and deliver the Underwriter Warrants and
certificates evidencing same ("Underwriter Warrant Certificates"), and to
authorize and reserve for issuance, and upon payment from time to time of the
Purchase Price to issue and deliver, the Units, including the Common Stock and
the Warrants and shares of Common Stock underlying the Warrants.
(c)ab No Violation. Neither the execution nor delivery of this
Agreement, the consummation of the actions herein contemplated nor compliance
with the terms and provisions hereof will conflict with, or result in a breach
of, or constitute a default or an event permitting acceleration under, any of
the terms, provisions or conditions of the Amended and Restated Articles of
Incorporation or Bylaws of the Company or any indenture, mortgage, deed of
trust, note, bank loan, credit agreement, franchise, license, lease, permit,
judgment, decree, order, statute, rule or regulation or any other agreement,
understanding or instrument to which the Company is a party or by which it is
bound.
23.ab Compliance with the Act.
(a)ab Transferability of Underwriter Warrants. You agree that the
Underwriter Warrants may not be transferred, sold, assigned or hypothecated
prior to the first anniversary date of the effective date of the Registration
Statement, except to (i) persons who are officers of you; (ii) a successor to
you in a merger or consolidation; (iii) a purchaser of all or substantially all
of your assets; (iv) your shareholders in the event you are liquidated or
dissolved; (v) persons who are partners or officers of participating
broker-dealers.
(b)ab Registration of Underlying Common Stock. The Underlying Common
Stock has not been registered for resale under the Act. You agree not to make
any sale or other disposition of the Underlying Common Stock except pursuant to
a new registration statement which has become effective under the Act, setting
forth the terms of such offering, the underwriting discount and the commissions
and any other pertinent data with respect thereto, unless you have provided the
Company with an opinion of counsel reasonably acceptable to the Company that
such registration is not required.
25.ab Exercise of Underwriter Warrants; Partial Exercise.
(a)ab Exercise in Full. Each Underwriter Warrant may be exercised in
full by the holder thereof by surrender of the Underwriter Warrant Certificate,
with the form of subscription at the end thereof duly executed by such holder,
to the Company at its principal office, accompanied by payment, in cash or by
certified or bank cashiers check payable to the order of the Company, in the
respective amount obtained by multiplying the number of Units represented by the
Underwriter Warrant Certificate (after giving effect to any adjustment therein
as provided in Section 7 below) by the Purchase Price.
(b)ab Partial Exercise. Each Underwriter Warrant may be exercised in
part by surrender of the Underwriter Warrant Certificate in the manner and at
the place provided in Subsection 4(a) above, accompanied by payment, in cash or
by certified or bank cashiers check payable to the order of the Company, in the
respective amount obtained by multiplying the number of Units designated by the
holder in the form of subscription attached to the Underwriter Warrant
Certificate by the Purchase Price (after giving effect to any adjustment therein
as provided in Section 7 below). Upon any such partial exercise, the Company at
its expense will forthwith issue and deliver to or upon the order of the
purchasing holder, a new Underwriter Warrant Certificate or Certificates of like
tenor, in the name of the holder thereof or as such holder (upon payment by such
holder of any applicable transfer taxes) may request calling in the aggregate
for the purchase of the number of Units equal to the number of Units called for
on the face of the Underwriter Warrant Certificate (after giving effect to any
adjustment therein as provided in Section 7 below) minus the number of Units
(after giving effect to such adjustment) designated by the holder in the
aforementioned form of subscription.
(d)ab Company to Reaffirm Obligations. The Company will, at the time of
any exercise of any Underwriter Warrant, upon the request of the holder thereof,
acknowledge in writing its continuing obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise in
accordance with the provisions of this Agreement provided, however, that if the
holder of an Underwriter Warrant shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford to
such holder any such rights.
27.ab Redemption of Warrants.
29.ab All terms applicable to the redemption of the Warrants underlying
Underwriter Warrants shall be identical to the redemption provisions of the
Warrants set forth in Section 12 of the Warrant Agreement.
31.ab Delivery of Certificates, etc, on Exercise.
33.ab As soon as practicable after the exercise of any Underwriter
Warrant in full or in part, and in any event within twenty days thereafter, the
Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the purchasing
holder thereof, a certificate or certificates for the number of Units, Warrants
and fully paid and nonassessable shares of the Underlying Common Stock to which
such holder shall be entitled upon such exercise, plus, in lieu of any
fractional share to which such holder would otherwise be entitled, cash in an
amount determined pursuant to Section 8(g), together with any Other Securities
and property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 7 below or otherwise.
34.ab Anti-dilution Provisions.
36.ab The Underwriter Warrants are subject to the following terms and
conditions during the term thereof:
(a)ab Stock Distributions and Splits. In case (i) the outstanding
shares of the Common Stock (or Other Securities) shall be subdivided into a
greater number of shares or (ii) a dividend in Common Stock (or Other
Securities) shall be paid in respect of Common Stock (or Other Securities), the
Purchase Price per Share in effect immediately prior to such subdivision or at
the record date of such dividend or distribution shall simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend or distribution be proportionately reduced; and if outstanding shares
of Common Stock (or Other Securities) shall be combined into a smaller number of
shares thereof, the Purchase Price per Share in effect immediately prior to such
combination shall simultaneously with the effectiveness of such combination be
proportionately increased. Any dividend paid or distributed on the Common Stock
(or Other Securities) in stock or any other securities convertible into shares
of Common Stock (or Other Securities) shall be treated as a dividend paid in
Common Stock (or Other Securities) to the extent that shares of Common Stock (or
Other Securities) are issuable upon the conversion thereof.
(b)ab Adjustments. Whenever the Purchase Price per Share is adjusted as
provided in Subsection 7(a) above, the number of shares of the Underlying Common
Stock purchasable upon exercise of the Underwriter Warrants immediately prior to
such Purchase Price per Share adjustment shall be adjusted, effective
simultaneously with such Purchase Price per Share adjustment, to equal the
product obtained (calculated to the nearest full share) by multiplying such
number of shares of the Underlying Common Stock by a fraction, the numerator of
which is the Purchase Price per Share in effect immediately prior to such
Purchase Price per Share adjustment and the denominator of which is the Purchase
Price per Share in effect upon such Purchase Price per Share adjustment, which
adjusted number of shares of the Underlying Common Stock shall thereupon be the
number of shares of the Underlying Common Stock purchasable upon exercise of the
Underwriter Warrants until further adjusted as provided herein.
(d)ab Reorganizations. In case the Company shall be recapitalized by
reclassifying its outstanding Common Stock (or Other Securities) into a stock
with a different par value or by changing its outstanding Common Stock (or Other
Securities) with par value to stock without par value, then, as a condition of
such recapitalization, lawful and adequate provision shall be made whereby each
holder of an Underwriter Warrant shall thereafter have the right to purchase,
upon the terms and conditions specified herein, in lieu of the Units theretofore
purchasable upon the exercise of the Underwriter Warrants, the kind and amount
of shares of stock and other securities receivable upon such recapitalization by
a holder of the number of shares of Common Stock (or Other Securities) which the
holder of an Underwriter Warrant might have purchased immediately prior to such
recapitalization. If any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation, shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such consolidation, merger or
sale, lawful and adequate provisions shall be made whereby the holder hereof
shall thereafter have the right to purchase and receive upon the basis and upon
the terms and conditions specified in this Agreement and in lieu of the Units
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such consolidation, merger or sale not taken
place, and in any such case, appropriate provision shall be made with respect to
the rights and interests of the holders of Underwriter Warrants to the end that
the provisions hereof (including without limitation provisions for adjustments
of the Purchase Price per Share and of the number of shares purchasable and
receivable upon the exercise of the Underwriter Warrants) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof (including an
immediate adjustment, by reason of such consolidation or merger, of the Purchase
Price per Share to the value for the Common Stock reflected by the terms of such
consolidation or merger if the value so reflected is less than the Purchase
Price per Share in effect immediately prior to such consolidation or merger). In
the event of a merger or consolidation of the Company with or into another
corporation as a result of which a number of shares of common stock of the
surviving corporation greater or lesser than the number of shares of Common
Stock of the Company outstanding immediately prior to such merger or
consolidation are issuable to holders of Common Stock of the Company, then the
Purchase Price per Share in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company. The Company will not effect any such consolidation, merger or sale,
unless prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and mailed or
delivered to the registered holder hereof at the last address of such holder
appearing on the books of the Company, the obligation to deliver to such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to purchase.
(f)ab Effect of Dissolution or Liquidation. In case the Company shall
dissolve or liquidate all or substantially all of its assets, all rights under
this Agreement shall terminate as of the date upon which a certificate of
dissolution or liquidation shall be filed with the Secretary of the State of
Georgia (or, if the Company theretofore shall have been merged or consolidated
with a corporation incorporated under the laws of another state, the date upon
which action of equivalent effect shall have been taken); provided, however,
that (i) no dissolution or liquidation shall affect the rights under Subsection
7(c) of any holder of an Underwriter Warrant and (ii) if the Company's Board of
Directors shall propose to dissolve or liquidate the Company, each holder of an
Underwriter Warrant shall be given written notice of such proposal at the
earlier of (A) the time when the Company's shareholders are first given notice
of the proposal or (B) the time when notice to the Company's shareholders is
first required.
(h)ab Notice of Change of Purchase Price. Whenever the Purchase Price
per Share or the kind or amount of securities purchasable under the Underwriter
Warrants shall be adjusted pursuant to any of the provisions of this Agreement,
the Company shall forthwith thereafter cause to be sent to each holder of an
Underwriter Warrant, a certificate setting forth the adjustments in the Purchase
Price per Share and the Purchase Price and/or in such number of shares, and also
setting forth in detail the facts requiring, such adjustments, including without
limitation a statement of the consideration received or deemed to have been
received by the Company for any additional shares of stock issued by it
requiring such adjustment. In addition, the Company at its expense shall within
90 days following the end of each of its fiscal years during the term of this
Agreement, and promptly upon the reasonable request of any holder of an
Underwriter Warrant in connection with the exercise from time to time of all or
any portion of any Underwriter Warrant, cause independent certified public
accountants of recognized standing selected by the Company to compute any such
adjustment in accordance with the terms of the Underwriter Warrants and prepare
a certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based.
(j)ab Notice of a Record Date. In the event of (i) any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend payable out of earned surplus of the Company) or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, (ii) any capital reorganization of the Company, or any
reclassification or recapitalization of the capital stock of the Company, or any
transfer of all or substantially all of the assets of the Company to, or
consolidation or merger of the Company with or into, any other person or (iii)
any voluntary or involuntary dissolution or liquidation of the Company, then and
in each such event the Company will mail or cause to be mailed to each holder of
an Underwriter Warrant a notice specifying not only the date on which any such
record is to be taken for the purpose of such dividend, distribution or right
and stating the amount and character of such dividend, distribution or right,
but also the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 20 days prior to the proposed record date
therein specified.
38.ab Further Covenants of the Company.
(a)ab Reservation of Stock. The Company shall at all times reserve and
keep available, solely for issuance and delivery upon the exercise of the
Underwriter Warrants, all shares of the Underlying Common Stock from time to
time issuable upon the exercise of the Warrants and the Underwriter Warrants and
shall take all necessary actions to ensure that the par value per share, if any,
of the Underlying Common Stock is, at all times equal to or less than the then
effective Purchase Price per Share.
(c)ab Title to Units. All Units and shares of the Underlying Common
Stock and Warrants delivered upon the exercise of the Underwriter Warrants shall
be validly issued, fully paid and nonassessable; each holder of an Underwriter
Warrant shall receive good and marketable title to the Units and Underlying
Common Stock and Warrants, free and clear of all voting and other trust
arrangements, liens, encumbrances, equities and claims whatsoever; and the
Company shall have paid all taxes, if any, in respect of the issuance thereof.
(e)ab Listing on Securities Exchanges; Registration. If the Company at
any time shall list any Units, Underlying Common Stock or Warrants on any
national securities exchange, the Company will, at its expense, use its best
reasonable efforts to simultaneously list on such exchange, upon official notice
of issuance upon the exercise of the Underwriter Warrants, and maintain such
listing of, all Units, Warrants and shares of the Underlying Common Stock from
time to time issuable upon the exercise of the Underwriter Warrants; and the
Company will so list on any national securities exchange, will so register and
will maintain such listing of, any Other Securities if and at the time that any
securities of like class or similar type shall be listed on such national
securities exchange by the Company.
(g)ab Exchange of Underwriter Warrants. Subject to Subsection 3(a)
hereof, upon surrender for exchange of any Underwriter Warrant Certificate to
the Company, the Company at its expense will promptly issue and deliver to or
upon the order of the holder thereof a new Underwriter Warrant Certificate or
Certificates of like tenor, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes) may direct, calling in
the aggregate for the purchase of the number of shares of the Underlying Common
Stock called for on the face or faces of the Underwriter Warrant Certificate or
Certificates so surrendered.
(i)ab Replacement of Underwriter Warrants. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Underwriter Warrant Certificate and, in the case of any such
loss, theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Underwriter Warrant
Certificate, the Company, at the expense of the Underwriter Warrant holder will
execute and deliver, in lieu thereof, a new Underwriter Warrant Certificate of
like tenor.
(k)ab Reporting by the Company. The Company agrees that, if it files a
Registration Statement during the term of the Underwriter Warrants, it will use
its best reasonable efforts to keep current in the filing of all forms and other
materials which it may be required to file with the appropriate regulatory
authority pursuant to the Exchange Act, and all other forms and reports required
to be filed with any regulatory authority having jurisdiction over the Company.
(m)ab Fractional Shares. No fractional shares of Underlying Common
Stock are to be issued upon the exercise of any Underwriter Warrant, but the
Company shall pay a cash adjustment in respect of any fraction of a share which
would otherwise be issuable in an amount equal to the same fraction of the
highest market price per share of Underlying Common Stock on the day of
exercise, as determined by the Company.
40.ab Other Holders.
42.ab The Underwriter Warrants are issued upon the following terms, to
all of which each holder or owner thereof by the taking thereof consents and
agrees as follows: (a) any person who shall become a transferee, within the
limitations on transfer imposed by Subsection 3(a) hereof, of an Underwriter
Warrant properly endorsed shall take such Underwriter Warrant subject to the
provisions of Subsection 3(a) hereof and thereupon shall be authorized to
represent himself as absolute owner thereof and, subject to the restrictions
contained in this Agreement, shall be empowered to transfer absolute title by
endorsement and delivery thereof to a permitted bona fide purchaser for value;
(b) each prior taker or owner waives and renounces all of his equities or rights
in such Underwriter Warrant in favor of each such permitted bona fide purchaser,
and each such permitted bona fide purchaser shall acquire absolute title thereto
and to all rights presented thereby; (c) until such time as the respective
Underwriter Warrant is transferred on the books of the Company, the Company may
treat the registered holder thereof as the absolute owner thereof for all
purposes, notwithstanding any notice to the contrary and (d) all references to
the word "you" in this Agreement shall be deemed to apply with equal effect to
any person to whom an Underwriter Warrant Certificate or Certificates have been
transferred in accordance with the terms hereof, and where appropriate, to any
person holding Units, Warrants or shares of the Underlying Common Stock.
44.ab Miscellaneous.
46.ab All notices, certificates and other communications from or at the
request of the Company to the holder of any Underwriter Warrant shall be mailed
by first class, registered or certified mail, postage prepaid, to such address
as may have been furnished to the Company in writing by such holder, or, until
an address is so furnished, to the address of the last holder of such
Underwriter Warrant who has so furnished an address to the Company, except as
otherwise provided herein. This Agreement and any of the terms hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Georgia. The headings
in this Agreement are for reference only and shall not limit or otherwise affect
any of the terms hereof. This Agreement, together with the forms of instruments
annexed hereto as Schedule A, constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on this _____ day of _________, 1998, by its proper corporate officers
thereunto duly authorized.
WARRANT AGREEMENT - Page 1 WARRANT AGREEMENT - Page 1 BIOSHIELD TECHNOLOGIES,
INC.
By:
Xxxxxxx X. Xxxxx
Co-Chairman of the Board, President and
Chief Executive Officer
WARRANT AGREEMENT - Page 1
WARRANT AGREEMENT - Page 1
WARRANT AGREEMENT - Page 1
The above Warrant Agreement is confirmed this ___ day of _____, 1998.
TEJAS SECURITIES GROUP, INC.
Representative of the Several Underwriters Listed on
Schedule A to the Underwriting Agreement
By:
Xxxxxx
X. Xxxxx, III
REDSTONE SECURITIES, INC.
Representative of the Several Underwriters Listed on
Schedule A to the Underwriting Agreement
By:
Name:
SEABOARD SECURITIES, INC.
Representative of the Several Underwriters Listed on
Schedule A to the Underwriting Agreement
By:
Name:
G:\TEJASC~1\DEALS\SB2\BIOSHI~1\AMENDM~3\XXXXX\12.WPD09151998
349:18662-5
WARRANT AGREEMENT - Page 1
SCHEDULE A
BIOSHIELD TECHNOLOGIES, INC.
Unit Purchase Warrant
Certificate Evidencing Right to Purchase
__________ Units
This Warrant (the "Warrant") is to certify that ___________________
("_______") or assigns, is entitled to purchase at any time or from time to time
after 9 A.M., Central Standard time, on __________, 1999 and until 9 A.M.,
Central Standard time, on __________, 2003 up to the above referenced number of
Units consisting of two shares of the Company's Common Stock (the "Shares") and
one Redeemable Common Stock Purchase Warrant (the "Redeemable Warrants"), of
BioShield Technologies, Inc., a Georgia corporation (the "Company"), for the
consideration specified in Section 1 of the Warrant Agreement (the "Warrant
Agreement") dated __________, 1998 between the Company and Tejas Securities
Group, Inc., Redstone Securities, Inc. and Seaboard Securities, Inc.
(collectively, the "Representatives"), as representatives of the several
underwriters listed in Schedule A to that certain Underwriting Agreement dated
_________, 1998 by and among the Company, the Representatives and certain
Selling Shareholders of the Company (the "Warrant Agreement"), pursuant to which
this Warrant is issued. All rights of the holder of this Warrant Certificate are
subject to the terms and provisions of the Warrant Agreement, copies of which
are available for inspection at the office of the Company.
The Units issuable upon the exercise of this Warrant have not been
registered under the Securities Act of 1933, as amended (the "Act"), and no
distribution of the Shares or Redeemable Warrants issuable upon exercise of this
Warrant may be made until the effectiveness of a registration statement under
the Act covering such Units. Transfer of this Warrant Certificate is restricted
as provided in Subsection 3(a) of the Warrant Agreement.
This Warrant has been issued to the registered owner in reliance upon
written representations necessary to ensure that this Warrant was issued in
accordance with an appropriate exemption from registration under any applicable
state and federal securities laws, rules and regulations. This Warrant may not
be sold, transferred, or assigned unless, in the opinion of the Company and its
legal counsel, such sale, transfer or assignment will not be in violation of the
Act, applicable rules and regulations of the Securities and Exchange Commission,
and any applicable state securities laws.
Subject to the provisions of the Act and of the Warrant Agreement, this
Warrant Certificate and all rights hereunder are transferable, in whole or in
part, at the offices of the Company, by the holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant Certificate, together with
the Assignment hereof duly endorsed. Until transfer of this Warrant Certificate
on the books of the Company, the Company may treat the registered holder hereof
as the owner hereof for all purposes.
Any Units, Redeemable Warrants or Shares which are acquired pursuant to
the exercise of this Warrant shall be acquired in accordance with the Warrant
Agreement and certificates representing all securities so acquired shall bear a
restrictive legend reading substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION
OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT REGISTRATION IS NOT
REQUIRED.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed on this ____ day of _________, 1998, by its proper corporate
officer's thereunto duly authorized.
WARRANT AGREEMENT - Page 1
BIOSHIELD TECHNOLOGIES, INC.
By:
Xxxxxxx X. Xxxxx
Co-Chairman of the Board, President and
Chief Executive Officer
Attest:
Name:
WARRANT AGREEMENT - Page 1
SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: BioShield Technologies, Inc.
The undersigned, the holder of the enclosed Warrant Certificate, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
Certificate for, and to purchase thereunder, _________________ Units (as defined
in the Warrant Agreement to which the form of this Subscription was attached)
and herewith makes payment of $______________ therefor by cash, certified check
or official bank check, and requests that the certificate or certificates for
such shares be issued in the name of and delivered to the undersigned.
Date:
Taxpayer ID No.:
WARRANT AGREEMENT - Page 1
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate)
(Address)
WARRANT AGREEMENT - Page 1
Insert the number of shares called for on the face of the Warrant
Certificate (or, in the case of a partial exercise, the portion thereof as to
which the Warrant is being exercised), in either case without making any
adjustment for additional Units or other securities or property or cash which,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto _______________________________ the right represented by the enclosed
Warrant Certificate to purchase ________ Units with full power of substitution
in the premises.
The undersigned represents and warrants that the transfer, in whole in
or in part, of such right to purchase represented by the enclosed Warrant
Certificate is permitted by the terms of the Warrant Agreement pursuant to which
the enclosed Warrant has been issued, and the transferee hereof, by his
acceptance of this Assignment, represents and warrants that he is familiar with
the terms of such Warrant Agreement and agrees to be bound by the terms thereof
with the same force and effect as if a signatory thereto.
Date:
Taxpayer ID No.:
Warrant Certificate No.:
WARRANT AGREEMENT - Page 1
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate)
(Address)
Signed in the presence of:
