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AMERICAN BANKNOTE COMPANY
680 BLAIR MILL ROAD
HORSHAM, PA 19044
215-557-3480
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SALESPERSON G. BEEHLER / J. NAPOLITANO 212-557-9100
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/home/larry/home12/FIRST50920
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PRODUCTION COORDINATOR PAT STATES 215-830-2198
PROOF OF JUNE 16, 1997
FIRST MONTAUK FINANCIAL CORP.
H50920face3
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Opr. lr/koshy Rev. 1
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Number
FMW
THIS WARRANT IS VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON
WARRANTS
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SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 321006 11 6
FIRST MONTAUK FINANCIAL CORP.
CLASS C REDEEMABLE COMMON STOCK PURCHASE WARRANT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
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or registered assigns, is the owner of the number of Common Stock Purchase
Warrants (hereinafter referred to as "Warrants") set forth above. Each Warrant
entitles the owner thereof to purchase at any time commencing on the date hereof
at North American Transfer Co. or its successor as Warrant Agent, one fully paid
and nonassessable share of the Common Stock, no par value (the "Common Stock"),
of First Montauk Financial Corp., a New Jersey corporation (the "Company"), at a
purchase price of $7.00 per share until 5:00 P.M., New York City Time on
________________ upon presentation and surrender of this Warrant Certificate
with the Form of Election To Purchase duly executed. The number of Warrants
evidenced by this Warrant Certificate (and the number of shares which may be
purchased upon exercise hereof) set forth above, and the purchase price set
forth above, are the number and purchase price as of the date hereof based on
the shares of Common Stock of the Company as constituted at such date.
The provisions of this Warrant are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth in this place. This Warrant may be redeemed at the election of the
Company at $.05 per Warrant at the time, in the manner, and on the conditions
provided for in the Warrant Agreement between the Company and the Warrant Agent.
This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the proper officers of the Company and
its corporate seal.
Dated: FIRST MONTAUK FINANCIAL CORP.
/s/
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Secretary
/s/
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President
Countersigned:
NORTH AMERICAN TRANSFER CO.
(Freeport, N.Y.)
Warrant Agent
By:
Authorized Officer
FIRST MONTAUK FINANCIAL CORP.
INCORPORATED
1963
NEW JERSEY
This Warrant Certificate is subject to all of the terms, provisions and
conditions of an agreement dated as of _________________ ("Warrant Agreement")
between the Company and the Warrant Agent, which Warrant Agreement is hereby
incorporated herein by reference and made part hereof and to which Warrant
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Warrant Agent, the Company and the holders of the Warrant Certificates. Copies
of the Warrant Agreement are on file at the above mentioned office of the
Warrant Agent and may be obtained on request of any warrant holder from either
the Company or the Warrant Agent.
As provided in the Warrant Agreement, the purchase price and the number of
shares of Common Stock which may be purchased upon the exercise of the Warrants
evidenced by this Warrant Certificate are, upon the happening of certain events,
subject to modification and adjustment.
This Warrant Certificate, with or without other Warrant Certificates, upon
surrender to the Warrant Agent at the address on the reverse hereof may be
exchanged for another Warrant Certificate or Warrant Certificates of like tenor
and date evidencing Warrants entitling the holder to purchase a like aggregate
number of shares of Common Stock as the Warrants evidenced by the Warrant
Certificate or Warrant Certificates surrendered shall have entitled such holder
to purchase, if this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates for the number of whole Warrants
unexercised.
No fractional shares of Common Stock will be issued upon the exericse of
any Warrant or Warrants evidenced hereby; upon the exercise of such Warrant or
Warrants, the Company shall issue the largest number of whole shares of Common
Stock purchasable upon exercise. The Company shall not be required to make any
cash or other adjustment in respect to any such fraction of a share to which the
holder hereof would otherwise be entitled. By his acceptance of the Warrant
Certificate, the holder hereof expressly waives any right he may have to receive
a certificate for any fraction of a share upon exercise hereof.
No holder of this Warrant Certificate shall be entitled to vote or receive
dividends or subscription rights or be deemed the holder of shares of Common
Stock for any purpose, nor shall anything contained in the Warrant Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of a shareholder of the Company or any right to vote, give or withhold consent
to any action by the Company (whether upon any recapitalization, issue of
shares, reclassification of shares, consolidation, merger, conveyance or
otherwise), receive notice of meetings or other action affecting shareholders
(except for notices provided for in the Warrant Agreement), until the Warrants
evidenced by this Warrant Certificate shall have been exercised and the Common
Stock purchasable upon the exercise hereof shall have become deliverable as
provided in the Warrant Agreement, at which time the person or persons in whose
name or names the certificate or certificates for such Common Stock shall be
issued shall be deemed the holder or holders of record of such shares of Common
Stock for all purposes.
Every holder of this Warrant Certificate by accepting the same consents
and agrees with the Company, the Warrant Agent, and with every other holder of a
Warrant Certificate that:
(a) the Warrant Certificates are transferable only on the registry
books of the Warrant Agent if surrendered to the Warrant Agent at the
address on the reverse hereof, duly endorsed, or accompanied by a proper
instrument of transfer; and
(b) the Company and the Warrant Agent may deem and treat the person
in whose name the Warrant Certificate is registered as the absolute owner
thereof and of the Warrants evidenced thereby (notwithstanding any
notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent) for all purposes
whatsoever, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
ELECTION TO PURCHASE
(To be executed if holder desires to
exercise Warrant Certificate)
North American Transfer Co.
147 West Merrick Road
Freeport, New York 11520
The undersigned hereby irrevocably elects to exercise
______________________________________________________________________Warrants
represented by this Warrant Certificate to purchase the shares of Common Stock
issuable upon the exercise of such Warrants and requests that certificates for
such shares be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER
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(Please print name and address)
If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaing of such
Warrants shall be registered in the name of and delivered to:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER
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(Please print name and address)
Dated:_____________________________________________________________________ 19__
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Signature
(Signature must conform in all respects to name of holder as specified on the
face of this Warrant Certificate)
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Signature Guaranteed
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AMERICAN BANKNOTE COMPANY
880 BLAIR MILL ROAD
HORSHAM, PA 19044
215-667-3480
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SALES PERSON G. BEEHLER/J. NAPOLITANO 212-557-8100
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/home/larry/home12/FIRST50920
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PRODUCTION COORDINATOR PAT STATES 215-830-2198
PROOF OF JUNE 16, 1997
FIRST MANTAUK FINANCIAL CORP.
H50920bk (Lot 1, 2 & 3)
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Opr. koshy Rev. 1
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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
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(Please print name and address of transferee)
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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 the within-named
Company, with full power of substitution.
Dated: _______________________________________________________________, 19_____
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Signature
(Signature must conform in all respects to name of holder as specified on the
face of this Warrant Certificate)
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Signature Guaranteed