CLR & ASSOCIATES WARRANT AGREEMENT EXHIBIT “B”

CLR & Associate Agreement




EX-10.95


CLR & ASSOCIATES AGREEMENT



CLR & ASSOCIATES WARRANT AGREEMENT


EXHIBIT “B”

     
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN
 RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933 (THE “1933 ACT”) AND SIMILAR LAWS OF THE
STATE WHEREIN THE HOLDER RESIDES THE “STATE ACT’). SUCH
 SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR TRANSFERRED
OTHER THAN (i) PURSUANT TO AN EFFECTIVE REGISTRATION OR AN
EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACT AND
(ii) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO
IT OF COMPLIANCE WITH THE 1933 ACT, THE STATE ACT AND THE
APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER
SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY
TO IT WITH RESPECT TO COMPLIANCE WITH THE ABOVE LAWS.


WARRANT TO PURCHASE UP TO 240,000 SHARES OF


COMMON STOCK



OF



BIOSHIELD TECHNOLOGIES, INC.



(A GEORGIA CORPORATION)



NOT TRANSFERABLE OR EXERCISABLE EXCEPT



UPON CONDITIONS HEREIN SPECIFIED



VOID AFTER 5:00 O’CLOCK P.M.,



ATLANTA, GEORGIA, TIME, ON JULY 1ST, 2004


     
BIOSHIELD TECHNOLOGIES, INC., a Georgia corporation (the
“Company’), hereby certifies that CLR ASSOCIATES, a
resident of the State of FLORIDA, his registered successors and
permitted assigns registered on the books of the Company
maintained for such purposes as the registered holder hereof (the
 “Holder”), for value received, is entitled to purchase
 from the Company the number of fully paid and non-assessable
shares of common stock of the Company (the “Common
Stock”), stated above (the “Shares”) at the
purchase price of $5.00 per Share (the “Exercise
Price”) (the number of Shares and Exercise Price subject to
adjustment as hereinafter provided) upon the terms and conditions
 herein provided.

     
1.  Exercise of Warrant



	 
	
	 
	
     
	(a)  Subject to subsection (b) of this Section 1,
	upon presentation and surrender of this Warrant Certificate, with
	 an approved purchase form duly executed, at the principal office
	 of the Company at 0000 Xxxxxxxxxxxxx Xxxx., Xxxxx X 000,
	Xxxxxxxx, Xxxxxxx 00000, or at such other place as the Company
	may designate by notice to the Holder hereof, together with a
	certified or bank cashier’s check payable to the order of
	the Company in the amount of the Exercise Price times the number
	of Shares being purchased, the Company shall deliver to the
	Holder hereof, as promptly as the Company shall deliver to the
	Holder hereof, as promptly as practicable, certificates
	representing the Share being purchased. This Warrant may be
	exercised in whole or in part; and, in case of exercise hereof in
	 part only, the company, upon surrender hereof, will deliver to
	the Holder a new Warrant Certificate or Warrant Certificates of
	like tenor entitling the Holder to purchase the number of Shares
	as to which this Warrant has not been exercised.



	 


     
	(b)  This Warrant may be exercised in whole or in part any
	time prior to 5:00 o’clock p.m., Atlanta, Georgia time,
	 on the day five years from the earlier to occur of
	(i) March 31, 1998, or (ii) the effective date of
	a registration statement with respect to the Company’s
	initial public offering of Common Stock (the “Expiration
	Date”) (the time period from the date of this Warrant
	through the Expiration Date being referred to herein as the
	“Term”);




     
2.  Exchange and Transfer of Warrant.

     
This Warrant Certificate (a) at any time prior to the
exercise hereof, upon presentation and surrender to the Company,
may be exchanged, alone or with other Warrant Certificates of
like tenor registered in the name of the Holder, for another
Warrant Certificate or Warrant Certificates of like tenor in the
name of such Holder exercisable for the same aggregate number of
Shares as the Warrant Certificate or Warrant Certificates





surrendered, (b) may not be sold, transferred, hypothecated
or assigned, in whole or in part, without the prior written
consent of the Company, with the exception of any direct family
member.


     
3.  Rights and Obligations of Warrant Holder.



	 
	
	 
	
     
	(a)  The Holder of this Warrant Certificate shall not, by
	virtue hereof, be entitled to any rights of a shareholder in the
	Company, either at law or in equity; provided, however, in the
	event that any certificate representing the Shares is issued to
	the Holder hereof upon exercise of this Warrant, such Holder
	shall, for all purposes, be deemed to have become the holder of
	record of such Shares on the date on which this Warrant
	Certificate, together with a duly executed Purchase Form, was
	surrendered and payment of the Exercise Price was made,
	irrespective of the date of delivery of such Share certificate.
	The rights of the Holder of this Warrant are limited to those
	expressed herein and the Holder of this Warrant, by its
	acceptance hereof, consents to and agrees to be bound by and to
	comply with all the provisions of this Warrant Certificate,
	including, without limitation, all the obligations imposed upon
	the Holder hereof by Sections 2 and 5 hereof. In addition,
	the Holder of this Warrant Certificate, by accepting the same,
	agrees that the Company may deem and treat the person in whose
	name this Warrant Certificate is registered on the books of the
	Company maintained for such purpose as the absolute, true and
	lawful owner for all purposes whatsoever, notwithstanding any
	notation of ownership or other writing hereon, and the Company
	shall not be affected by any notice to the contrary.



	 


     
	(b)  The Holder of this Warrant Certificate, as such, shall
	not be entitled to vote or receive dividends or to be deemed the
	holder of Shares for any purpose, nor shall anything contained in
	 this Warrant Certificate be construed to confer upon the Holder
	of this Warrant Certificate, as such, any of the rights of a
	shareholder of the Company including but not limited to any right
	 to vote, give or withhold consent to any action by the Company,
	whether upon any recapitalization, issue of stock,
	reclassification otherwise, receive notice of meetings or other
	action affecting shareholders (except for the notices provided
	for herein), receive dividends, receive subscription rights, or
	any other right, until this Warrant shall have been exercised and
	 the Shares purchasable upon the exercise hereof shall have
	become deliverable as provided herein; provided, however, the any
	 such exercise on any date when the stock transfer books of the
	Company shall be closed shall constitute the person or persons in
	 whose name or names the certificate or certificates for those
	Shares are to be issued as the record holder or holders thereof
	for all purposes at the opening of business on the next
	succeeding day on which such stock transfer books are open, and
	the Warrant surrendered shall not be deemed to have been
	exercised, in whole or in part as the case may be, until the next
	 succeeding day on which stock transfer books are open for the
	purpose of determining entitlement to dividends on the
	Company’s common stock.




     
4.  Shares Underlying Warrant.

     
The Company covenants and agrees that all Shares delivered upon
exercise of this Warrant shall, upon delivery and payment
therefor, be duly and validly authorized and issued, fully paid
and non-assessable, and free from all liens and charges with
respect to the purchase thereof.

     
5.  Disposition of Warrants or Shares.



	 
	
	 
	
     
	(a)  The Holder of this Warrant Certificate and any
	transferee hereof or of the Shares issuable upon the exercise of
	this Warrant, by their acceptance hereof or thereof, hereby
	understand and agree that this Warrant, and the Shares issuable
	upon the exercise hereof, have not been registered under either
	the Securities Act of 1933, as amended (the “1933 Act”)
	 or applicable state securities laws (the “State Acts”)
	 and shall not be sold, pledged, hypothecated, donated or
	otherwise transferred (whether or not for consideration) except
	upon the issuance to the Company of a favorable opinion of
	counsel or submission to the Company of such evidence as may be
	satisfactory to counsel to the Company, in each such case, to the
	 effect that any such transfer shall not be in violation of the
	Act and the State Acts. It shall be a condition to the transfer
	of this Warrant that any transferee hereof deliver to the Company
	 its written agreement to accept and be bound by all of the terms
	 and conditions of this Warrant Certificate. (b) The stock
	certificates of the Company that will evidence the Shares
	issuable upon the exercise hereof may be imprinted with a
	conspicuous legend in substantially the following form:



	 


     
	The securities represented by this certificate have not been
	registered under either the Securities Act of 1933, as amended
	(the “Act”) or applicable state securities laws (the
	“State Acts”) and shall not be








	 
	
	 
	

	sold, pledged, hypothecated, donated or otherwise transferred
	(whether or not for consideration) by the holder except upon the
	issuance to the Company of a favorable opinion of its counsel or
	submission to the Company of such other evidence as may be
	satisfactory to counsel to the Company, in each case, to the
	effect that any such transfer shall not be in violation of the
	Act and the State Acts.



	 


     
	The Company does not file, and does not in the foreseeable future
	 contemplate filing, periodic reports with the Securities and
	Exchange Commission (“SEC”) pursuant to the provisions
	of the Securities Exchange Act of 1934, as amended. The Company
	has not agreed to register any of the Shares issuable upon the
	exercise hereof for distribution in accordance with the
	provisions of the Act or the State Acts, and the Company has not
	agreed to comply with any exemption from registration under the
	Act or the State Acts for the resale of such Shares. Hence, it is
	 the understanding of the Holder of this Warrant that by virtue
	of the provisions of certain rules respecting “restricted
	securities” promulgated by the SEC, the Shares issuable upon
	 the exercise hereof may be required to be held indefinitely,
	unless and until registered under the Act and the State Acts,
	unless an exemption from such registration is available, in which
	 case the Holder may still be limited as to the number of such
	Shares that may sold.




     
6.  Adjustments.

     
The Exercise Price and the number of Shares purchasable upon the
exercise of this Warrant are subject to proportionate adjustment
from time to time upon the occurrence of any of the events
enumerated below.



	 
	
	 
	
	 
	
     
	(a)  In case the Company shall: (i) subdivide its
	outstanding shares of Common Stock into a greater number of
	shares of Common Stock, or (ii) combine its outstanding
	shares of Common Stock into a smaller number of shares of Common
	Stock, the Exercise Price and the number of Shares purchasable
	upon the exercise of this Warrant immediately prior thereto shall
	 be proportionately adjusted so that the Holder shall be entitled
	 to receive upon exercise of this Warrant that number of Shares
	which such Holder would have owned or would have been entitled to
	 receive after the happening of such event had such Holder
	exercised this Warrant immediately prior to the effective date.
	An adjustment made pursuant to this subsection (a) shall be
	made whenever any of such events shall occur, but shall become
	effective retroactively after such record date or such effective
	date, as the case may be, as to any portion of this Warrant
	exercised between such record date or effective date and date of
	happening of any such event.



	 


     
	(b)  No adjustment shall be required unless such adjustment
	would require an increase or decrease of at least one percent in
	the number of Shares purchasable hereunder; provided, however,
	that any adjustments which by reason of this subsection
	(b) are not required to be made shall be carried forward and
	 taken into account in any subsequent adjustment, AU calculations
	 under this Section 6 shall be made to the nearest
	one-hundredth of a Share.



	 


     
	(c)  Whenever the Exercise Price and the number of Shares
	purchasable hereunder are adjusted as herein provided, the
	Company shall cause to be mailed to the Holder in accordance with
	 the provisions of this Section 6 a notice (i) stating
	that the Exercise Price and the number of Shares purchasable upon
	 exercise of this Warrant have been adjusted, (ii) setting
	forth the adjusted Exercise Price and the number of Shares
	purchasable upon the exercise of this Warrant, and
	(iii) showing in reasonable detail the computations and the
	facts, including the amount of consideration received or deemed
	to have been received by the Company, upon which such adjustments
	 are based.




     
7.  Fractional Shares.

     
The Company shall not be required to issue any fraction of a
Share upon the exercise of this Warrant or any portion hereof If
more than one Warrant Certificate (each such Warrant Certificate
representing a portion of this Warrant) shall be surrendered for
exercise at one time by the same Holder, the number of full
Shares which shall be issuable upon exercise thereof shall be
computed on the basis of the aggregate number of Shares
represented by the Warrant Certificates surrendered. If any
fractional interest in a Share shall be issuable upon exercise
thereof shall be computed on the basis of the aggregate number of
 Shares represented by the Warrant Certificates surrendered. If
any fractional interest in a Share shall be deliverable upon the
exercise of this Warrant, the Company shall make an adjustment
therefor in cash equal to such fraction multiplied by the Current
 Market Price of the Shares on the business day next preceding
the day of exercise.




     
8.  [intentionally Omitted.]

     
9.  [intentionally Omitted.]

     
10.  Loss or Destruction.

     
Upon receipt of evidence satisfactory to the Company of the loss,
 theft, destruction or mutilation of this Warrant Certificate
and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement or bond satisfactory in form,
substance and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant
Certificate, the Company at its expense will execute and deliver,
 in lieu thereof, a new Warrant Certificate of like tenor.

     
11.  Survival.

     
The various rights and obligations of the Holder hereof as set
forth herein shall survive the exercise of this Warrant at any
time or from time to time and the surrender of this Warrant
Certificate.

     
12.  Notices.

     
Whenever any notice, payment of any purchase price or other
communication is required to be given or delivered under the
terms of this Warrant, it shag be in writing and delivered by
hand delivery or registered or certified United States mail
postage prepaid, and will be deemed to have been given or
delivered on the date such notice, purchase price or other
communication is so delivered or posted, as the case may be, and,
 if to the Company, it will be addressed to the address specified
 in Section I hereof, and if to the Holder, it will be
addressed to the registered Holder at his address as it appears
on the books of the Company.



	 
	
	 
	
	 
	
	 
	

	BIOSHIELD TECHNOLOGIES, INC.



	 



	By: /s/ XXXXXXX X. XXXXX



	 



	Title: President and CEO



	 



	Date: September 29, 1999





[CORPORATE SEAL]


ATTEST:


BY:


Assistant Secretary



HOLDER:


Name: CLR Associates


Address: 0000 Xxxx Xxxxx Xxxx


Xxxx Xxxxx, XX 00000