Apollo BioPharmaceutics, Inc.
UNITS
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UNIT CERTIFICATE
EACH UNIT CONSISTING OF TWO SHARES OF COMMON STOCK, PAR VALUE
$.02 AND ONE REDEEMABLE COMMON STOCK PURCHASE WARRANT
CUSIP 03759Y 20 1
Apollo BioPharmaceutics, Inc.
THIS CERTIFIES THAT, FOR VALUE RECEIVED,
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or registered assigns (the"Registered Holder") is the owner of the
number of Units specified above, each of which consists of two
shares of Common Stock, par value $.02, and one Redeemable Common
Stock Purchase Warrant (the "Warrant"). Each Warrant entitles the
holder to purchase one share of Common Stock, at an exercise price of
$ at any time commencing on , 1997, through
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, 2002. The Warrants are redeemable by the
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Company at a redemption price of $ per Warrant at
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any time commencing [one year from the date of the Prospectus] on 30 days'
prior written notice, provided that the average of the closing bid prices of
the Common Stock for any period of 20 consecutive business days ending
within 10 business days of the date on which the notice of redemption is
given shall have exceeded $ per share (subject to adjustment).
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The shares of Common Stock and Warrants composing the Units shall
be separately tradeable [twelve months after the closing date of the
Offering]. The Warrants can only be redeemed if a current prospectus
covering the Warrants and the shares of Common Stock issuable thereunder
is then in effect. The terms of the Warrants are governed by a Warrant
Agreement dated as of May , 1997 (the "Warrant Agreement") between
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the Company and American Stock Transfer & Trust Company as Warrant Agent
(the "Warrant Agent") and are subject to the terms and provisions contained
therein and on the face of the Warrant Certificates, to all of which terms
and provisions the holder of this Unit Certificate consents by acceptance
hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant
Agent at American Stock Transfer & Trust Company, 40 Wall Street, New York,
NY 10005, and are available to any Warrant holder on written request and
without cost.
This Unit Certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company.
IN WITNESS WHEREOF, the Company has caused this Unit Certificate to be
duly executed manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated:
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APOLLO BIOPHARMACEUTICS, INC.
By: /s/ John J. Curry
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Treasurer
By: /s/ Katherine Gordon
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President
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
New York, NY 10005
as Transfer Agent and Registrar
Apollo BioPharmaceutics, Inc.
UNIT CERTIFICATE
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list
STOCK AND WARRANTS EXCHANGE FORM
(To be executed by the registered holder to exercise the right to exchange
this Unit Certificate for that number of shares of Common Stock, par value
$.02 and Warrants evidenced by the Unit Certificate).
The undersigned hereby irrevocably tenders this Unit Certificate
in exchange for shares of Common Stock, par value $.02 and
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Warrants of Apollo BioPharmaceutics, Inc. pursuant to
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and in accordance with the terms and conditions of this Unit, and requests
that certificates be issued in the names of and in the denominations as
follows:
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and be delivered to:
Please insert Social Security or other
identifying number of assignee
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(Please print name and address)
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and, if such number of Shares and Warrants shall not be all the Shares and
Warrants to which the holder is entitled to hereunder, that Certificate(s) of
like tenor for the balance of the remaining Shares and Warrants to which the
holder is entitled to hereunder be delivered to the undersigned at the
address stated below:
Please insert Social Security or other
identifying number of assignee
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(Please print name and address)
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Dated:
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(Signature)
(Signature must conform in all respects
to name of holder as specified on
the face of this Unit Certificate)
Signature Guaranteed:
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The signature should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and
loan associations and credit unions with membership in
an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.
ASSIGNMENT
(To be executed by the registered holder to effect a transfer of the
within Units)
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or other
identifying number of assignee
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(Please print or typewrite name and address including postal
zip code of Assignee)
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the within Unit together with all right, title and interest therein and does
hereby irrevocably constitute and appoint
attorney
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to transfer said Unit on the books of the within named Corporation,
with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this
assignment must corresponded with
the name as written upon the
face of the within instrument
in every particular, without
alteration or enlargement
or any change whatever.
Signature Guaranteed:
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The signature should be guaranteed by an
eligible guarantor institution (banks,
stockbrokers, savings and loan associations
and credit unions with membership in an
approved signature guarantee medallion
program), pursuant to S.E.C. Rule 17Ad-15.