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Exhibit 10.92
TRANSFER AGENT INSTRUCTIONS
BIOSHIELD TECHNOLOGIES, INC.
June 14, 2000
American Stock Transfer
40 Wall Street
New York, New York 10005
ATTN: WILBERT MYLES
Dear Mr. Myles:
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 200 shares of Series B Preferred Stock,
no par value, of the Company (the "PREFERRED 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 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 REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
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SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE
FORM, 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 (770) 326-9890.
Very truly yours,
BIOSHIELD TECHNOLOGIES, INC.
By:_____________________________________
Name:
Its:
ACKNOWLEDGED AND AGREED:
TRANSFER AGENT
By:______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
Enclosure
cc: Holders
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EXHIBIT "A"
SCHEDULE OF BUYERS
- --------------------------------------------------------------------------------
NUMBER OF SERIES
B PREFERRED
BUYER'S NAME ADDRESS/FACSIMILE NUMBER OF BUYER SHARES
- --------------------------------------------------------------------------------
WILSON LLC c/o Citco Trustees (Cayman) Ltd. 500
Attn: David Sims
Corporate Centre, Windwood One
West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
284-494-4771
- --------------------------------------------------------------------------------
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EXHIBIT I
BIOSHIELD TECHNOLOGIES, INC.
CONVERSION NOTICE
Reference is made to the Amendments to the Articles of Incorporation of
BioShield Technologies, Inc.. (the "AMENDMENT"). In accordance with and pursuant
to the Amendment, the undersigned hereby elects to convert the number of shares
of Series B Convertible Preferred Stock, no par value per share (the "SERIES B
PREFERRED SHARES"), 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 Series B Preferred Shares 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 conversion of the Series B Preferred
Shares shall be made only pursuant to (i) a registration statement effective
under the Securities Act of 1933, as amended (the "ACT"), or (ii) advice of
counsel that such sale is exempt from registration required by Section 5 of the
Act.
Date of Conversion:
-----------------------------------
Number of Series B
Preferred Shares to be converted
-----------------------------------
Stock certificate no(s). of Series
B Preferred Shares to be converted:
-----------------------------------
Please confirm the following information:
Conversion Price:
-----------------------------------
Ten Days Comprising Pricing Period
and Three Lowest Prices:
-----------------------------------
Number of shares of Common
Stock to be issued:
-----------------------------------
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please issue the Common Stock into which the Series B Preferred Shares are being
converted in the following name and to the following address:
Issue to:(1)
---------------------------------------------
---------------------------------------------
Facsimile Number:
---------------------------------------------
Authorization:
---------------------------------------------
By:
------------------------------------------
Title:
---------------------------------------
Dated:
---------------------------------------
ACKNOWLEDGED AND AGREED:
BIOSHIELD TECHNOLOGIES, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Date:
-------------------------------
- ---------------
(1)If other than to the record holder of the Series B Preferred Shares,
any applicable transfer tax must be paid by the undersigned.
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EXHIBIT II
BIOSHIELD TECHNOLOGIES, INC.
Attached hereto.