ORION ACQUISITION CORP. I
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NO. WA- CLASS A WARRANTS
This Warrant Certificate certifies that CUSIP
or registered assigns, is the registered holder of the number of Class A
Redeemable Unit Purchase Warrants (the "Warrants") set forth above to purchase
initially, at any time from the closing date of the first Business Combination
(as defined in the Warrant Agreement described below), until 5:00 p.m., New York
time on the first anniversary of such initial exercise date, July 2, 2001 (the
"Expiration Date"), one (1) fully paid and nonassessable share per Warrant (the
"Shares"), of Common Stock, $.01 par value (the "Common Stock"), of Orion
Acquisition Corp. I, a Delaware corporation (the "Company"), at the exercise
price of $9.00 per Share (the "Exercise Price"), upon the surrender of this
Warrant Certificate and payment of the Exercise Price at an office or agency of
the Company, but subject to the conditions set forth herein and in the warrant
agreement dated as of (the "Warrant Agreement") by and
among the Company and American Stock Transfer & Trust Company (the "Transfer
Agent"). Copies of the Warrant Agreement are on file at the office of the
Corporation and are available on written request and without cost. Payment of
the Exercise Price shall be made by certified or cashier's check or money order
payable to the order of the Company. No Warrant may be exercised after 5:00
P.M, New York time, on the Expiration Date, at which time all Warrants evidenced
hereby, unless exercised prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
holder as set forth in the Warrant Agreement. The Warrant Agreement also
provides that the Warrants are redeemable by the Company upon the occurrence of
certain conditions set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange as provided herein,
without any charge except for any tax or other governmental charge imposed in
connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof; and of any distribution to the holder(s) hereof; and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date set forth below.
ORION ACQUISITION CORP. I
DATED: /s/ [CORPORATE SEAL] /S/
Secretary Arthur Goldberg, Chairman and
Chief Executive Officer
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: Transfer Agent,
Warrant Agent and Registrar
Authorized Officer
BANKNOTE CORP. OF AMERICA WALL ST. 1-608005-942 Lot 1 PROOF #1 8/1/96
ORION A WARRANT JL
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)
FOR VALUE RECEIVED,........................................hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
............................. ................................................
(Please print name and address of transferee)
...............................................................................
...............................................................................
...................................................................this Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint
......................................................................Attorney,
to transfer the within Warrant Certificate on the books of Orion Acquisition
Corp. I, with full power of substitution.
Dated:................... .......................................
Signature
(Insert Social Security or Other Identifying
Number of Holder)
.......................................
Signature Guaranteed
NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME ON THE
FACE OF THIS CERTIFICATE AND MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE
MEDALLION PROGRAM.
FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase:
............... Shares of Common Stock, and herewith tenders in payment for such
securities a certified or cashier s check or money order payable to the order of
Orion Acquisition Corp. I in the amount of $................., all in accordance
with the terms hereof. The undersigned requests that a certificate for such
securities be registered in the name of ....................................
whose address is ................................. and that such Certificate be
delivered to ............................................................ whose
address is ....................................................................
Dated:................... .......................................
Signature
.......................................
Signature must conform in all respects
to the name of holder as specified on
the face the Warrant Certificate
.......................................
(Insert Social Security or Other
Identifying Number of Holder)
BANKNOTE CORP. OF AMERICA WALL ST. 1-608005942 Lot 1 PROOF #1 8/1/96
ORION A WARRANT JL