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SCHEDULE A
BIOSHIELD TECHNOLOGIES, INC.
UNIT PURCHASE WARRANT
CERTIFICATE EVIDENCING RIGHT TO PURCHASE
3,095 UNITS
This Warrant (the "Warrant") is to certify that Herman Blank, CPA
Profit Sharing Plan or assigns, is entitled to purchase at any time or from time
to time after 9 A.M., Central Standard time, on September 29, 1999 and until 9
A.M., Central Standard time, on September 29, 2003, 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"), with respect to each of the 3,095 Units for
consideration of $15.00 per Unit as specified in Section 1 of the Warrant
Agreement (the "Warrant Agreement") dated October 2, 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 September 29, 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. However, this Warrant may only be exercised to purchase Shares and
Redeemable Warrants in a ratio of two to one, respectively, and no separate
Units will be issued upon exercise of this Warrant.
The securities 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.
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Any 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 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 9th day of September, 1999, by its proper corporate
officer's thereunto duly authorized.
BIOSHIELD TECHNOLOGIES, INC.
By: /s/ Timothy C. Moses
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Timothy C. Moses
Co-Chairman of the Board, President and
Chief Executive Officer
Attest: /s/
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Name:
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