Exhibit 4.4
WARRANT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III)
AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M. NEW YORK TIME, JUNE 30, 1999
NO. W-1 100,000 WARRANTS
WARRANT CERTIFICATE
This Warrant Certificate certifies that JOSEPHTHAL LYON & ROSS
INCORPORATED, or registered assigns, is the registered holder of 100,000
Warrants, each Warrant entitling the holder to purchase initially at any time
from March 1, 1996 until 5:30 p.m. New York time on June 30, 1999 (the
"Expiration Date"), one fully-paid and non-assessable share of common stock,
$.01 par value ("Common Stock") of FIRST AMERICAN RAILWAYS, INC., a Florida
corporation (the "Company"), at the initial exercise price, subject to
adjustment in certain events (the "Exercise Price"), of $2.50 per share, upon
surrender of this Warrant Certificate and payment of the applicable 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 February 29, 1996 between
the Company and Josephthal Lyon & Ross Incorporated (the "Warrant Agreement").
Payment of the applicable Exercise Price shall be made by certified or official
bank check in New York Clearing House funds payable to the order of the Company.
No Warrant may be exercised after 5:30 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 herein 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 then applicable 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 then applicable 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.
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 for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, 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 Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
Dated as of February 29, 1996
FIRST AMERICAN RAILWAYS, INC.
[SEAL]
By:_____________________________________
Name:
Title:
Attest:
______________________
, Secretary
[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 official bank check
payable in New York Clearing House Funds to
the order of FIRST AMERICAN RAILWAYS, INC. 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 NAME OF HOLDER AS
SPECIFIED ON THE FACE OF THE
WARRANT CERTIFICATE.)
(INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF HOLDER)
[FORM OF ASSIGNMENT]
(To be executed by me registered holder if such holder desires to transfer
me Warrant Certificate.)
FOR VALUE RECEIVED
here sells, assigns and transfers unto
(PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE)
THIS WARRANT CERTIFICATE, TOGETHER WITH ALL RIGHT, TITLE AND
INTEREST THEREIN, AND DOES NOT HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT ATTORNEY, TO TRANSFER THE WITHIN WARRANT CERTIFICATE ON
THE BOOKS OF ME WITHIN-NAMED COMPANY, WITH FULL POWER OF
SUBSTITUTION.
DATED:
SIGNATURE: __________________________________
(SIGNATURE MUST CONFIRM IN ALL RESPECTS TO NAME OF HOLDER AS
SPECIFIED ON THE FACE OF THE WARRANT CERTIFICATE.)
(INSERT SOCIAL SECURITY OR OMER IDENTIFYING NUMBER OF
ASSIGNEE).