ORION ACQUISITION CORP. I
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NO. WU- CLASS B WARRANTS
CUSIP
This Warrant Certificate certifies that
or registered assigns, is the registered holder of the number of Class B
Redeemable Unit Purchase Warrants (the "Warrants") set forth above to purchase
initially, at any time from the closing 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 (the "Expiration
Date"), one unit per Warrant (the "Units"), each Unit consisting of one (1)
fully paid and nonassessable share (the "Shares"), of Common Stock, $.01 par
value (the "Common Stock"), of Orion Acquisition Corp. I, a Delaware corporation
(the "Company"), and one (1) Class A nonredeemable common stock purchase warrant
(the "Class A Warrants") of the Company at the exercise price of $0.125 per Unit
(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 to any
Registered Holder 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.
Each Class A Warrant entitles the registered holder to purchase one (1)
share of Common Stock at $9.00 per share at the times set forth in the Warrant
Agreement.
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:
Secretary Arthur Goldberg, Chairman and Chief
Executive Officer
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent,
By: Warrant Agent and Registrar
Authorized Officer
BANKNOTE CORP. OF AMERICA WALL ST. 1-608005-942 Lot 1 PROOF #1 8/1/96
ORION B 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:
...................Units, 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. 1-608005-942 Lot 1 PROOF #1 8/1/96
ORION B WARRANT JL