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EXHIBIT 4.2
EXERCISABLE ON OR BEFORE 4:00 P.M., MOUNTAIN TIME, MAY 10, 2000
WARRANTS
SERIES A WARRANT CERTIFICATE TO PURCHASE COMMON STOCK OF
ZANART ENTERTAINMENT INCORPORATED
NUMBER CUSIP 212172 11 8
W 0133
This Series A Warrant Certificate certifies that
,or registered assigns thereof, is the registered holder of Series A Warrants
NAME CHANGED TO CONTINUCARE CORPORATION
(the "Warrants") to purchase shares of common stock, $.0001 par value per share
(the "Shares"), of Zanart Entertainment Incorporated, a Florida corporation
(the "Company"). Each Warrant evidenced hereby entitles the holder to purchase
from the Company on or before 4:00 p.m., Mountain time, on May 10, 2000 (the
"Expiration Date") one fully paid and non-assessable Share at the initial
exercise price, subject to adjustment in certain events (the "Exercise Price"),
of $6.00 per share upon surrender of this Warrant Certificate and payment of
the Exercise Price at the office or agency of the Warrant Agent in Salt Lake
City, Utah, but only subject to the conditions set forth herein and in the
Series A Warrant Agreement, dated as of the Effective Date (the "Warrant
Agreement"), between the Company and Fidelity Transfer Company, as Warrant
Agent (the "Warrant Agent").
All capitalized terms used but not defined herein have the meanings set
forth in the Warrant Agreement.
Payment of the Exercise Price may be made in cash or by certified or
official bank check payable to the order of the Company.
Reference is hereby made to the further provisions of this Warrant
Certificate, including, without limitation, those set forth on the reverse
hereof, and such further provisions are incorporated herein by reference and
will for all purposes have the same effect as though fully set forth herein.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
This Warrant Certificate is negotiable.
The Warrants may be redeemed as provided in the Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
ZANART ENTERTAINMENT INCORPORATEED
Dated:
By: /s/
[SEAL] President
Attest:
By: /s/
Secretary
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ZANART ENTERTAINMENT INCORPORATED
The Warrants evidenced by this Series A Warrant Certificate are a 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
Warrant Agent, the Company and the Holders.
Warrants may be exercised to purchase Shares from the Company in
accordance with the Warrant Agreement at the Exercise Price set forth on the
face hereof, subject to adjustment as hereinafter referred to. The Holder of
Warrants evidenced by this Warrant Certificate may exercise them by
surrendering the Warrant Certificate, with the form of election to purchase
set forth hereon properly completed and executed, together with payment of the
Exercise Price and any applicable transfer taxes at the office of the Warrant
Agent in Salt Lake City, Utah. In the event that upon any exercise of
Warrants evidenced hereby, the number of Shares purchased shall be less than
the total number of Shares purchasable hereunder, there will be issued to the
Holder hereof or such Holder's assignee a new Warrant Certificate evidencing
the number of Shares not purchased.
The Warrant Agreement provides that upon the occurence of certain events,
the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of Shares purchasable upon the exercise of
each Warrant will be adjusted to fractions of a Warrant will be issued upon
any such adjustment, but the persons entitled to such fractional interest will
be paid, as provided in the Warrant Agreement, an amount in cash equal to the
current market value of such fractional Warrant.
The Warrant Agreement also provides that in the event of certain
reclassifications or changes in outstanding Shares, certain consolidations or
mergers to which the Company is a party and certain sales or conveyances of the
property of the Company as an entirety or substantially as an entirety, each
Warrant would thereupon become exercisable for the number of shares of stock or
other securities or property (including cash) which would have been receivable
upon such transaction by a holder of the number of Shares which would have been
purchasable upon exercise of such Warrant immediately prior to such
transactions.
Warrant Certificates, when surrendered at the office of the Warrant Agent
in Salt Lake City, Utah, by the registered holder thereof, may be exchanged, in
the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or
Warrant Certificate of like tenor evidencing in the aggregate a like number of
Warrants.
Upon due presentment for registration of this Warrant Certificate at the
office of the Warrant Agent in Salt Lake City, Utah, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants will be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided herein and in the
Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the Warrant Agent 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 neither the Company nor the
Warrant Agent will be affected by any notice to the contrary.
ELECTION TO PURCHASE
(To be executed upon exercise of Series A Warrant.)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Series A Warrant Certificate, to purchase__________________
Shares and herewith tenders in payment for such Shares cash or a certified or
official bank check payable to the order of the Company in the amount of
$______________________________________________________________________________,
all in accordance with the terms hereof. The undersigned requests that a
certificate for such shares be registered in the
name of _______________________________________________________________________,
whose address is_______________________________________________________________,
and that such certificate be delivered to______________________________________,
whose address is_______________________________________________________________.
If said number of Shares is less than all the Shares purchasable hereunder, the
undersigned requests that a new Series A Warrant Certificate representing
Warrants to purchase the remaining balance of the Shares 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 name of Holder as
specified on the face of the
Series A Warrant Certificate).
(Insert Social Security or Other Identifying
Number of Assignee)
Signature Guaranteed:
ASSIGNMENT
(To be executed by the registered Holder if such Holder desires
to transfer the Series A Warrant Certificate.)
FOR VALUE RECEIVED____________________________________________hereby sells,
assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
[all] [ ] of the Warrants evidenced by this Series A Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint
___________________________________________________________________ Attorney,
to transfer the within Series A Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated:_____________________________ Signature____________________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Series A Warrant Certificate).
(Insert Social Security or Other Identifying
Number of Assignee)
Signature Guaranteed: