EXHIBIT 4.4
AMENDMENT TO OCTOBER 24, 1996 WARRANT AGREEMENT
This AMENDMENT (this "Amendment") is an amendment to that certain Warrant
Agreement, dated as of October 24, 1996 (the "Original Agreement"), by and among
Interactive Flight Technologies, Inc. (the "Company"), American Stock Transfer &
Trust Company, as Warrant Agent (the "Warrant Agent"), and ▇.▇. ▇▇▇▇▇ Investment
Banking Corp. ("▇▇▇▇▇"). Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Original Agreement.
R E C I T A L S:
WHEREAS, the Original Agreement governs the terms of a portion of the
Company's outstanding Class B Warrants; and
WHEREAS, the Company intends to effectuate an exercise offer (the "Exercise
Offer"), pursuant to which the Company, until __________, 1996, the expiration
date of the Exercise Offer (the "Expiration Date"), will reduce the exercise
price of the Class B Warrants from $9.75 to $7.50; and
WHEREAS, the Company, the Warrant Agent and ▇▇▇▇▇ desire to enter into this
Amendment in order to amend the Original Agreement as required in order for the
Company to effectuate the Exercise Offer.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto hereby amend the Original Agreement as
follows:
SECTION 1. Amendment to Exercise Price of Class A Warrants. During the
-----------------------------------------------
Exercise Offer, the Purchase Price of the Class B Warrants shall be $7.50, which
Purchase Price shall be re-set to $9.75 from and after the Expiration Date.
SECTION 2. Amendment to Securities Underlying Class A Warrants. During
---------------------------------------------------
the Exercise Offer, each Class A Warrant will entitle the Registered Holder
thereof to purchase one (1) share of Class A Common Stock.
SECTION 3. Amendment to Terms of Exercise. During the Exercise Offer,
------------------------------
Section 4(a) of the Original Agreement shall be amended in its entirety, so that
any Registered Holder desiring to exercise his Class B Warrants during the
Exercise Offer shall only be entitled to do so in accordance with the terms of
the Exercise Offer, as set forth in the Letter of Transmittal attached as
Exhibit A hereto and as set forth in the Exercise Offer/Prospectus attached as
---------
Exhibit B hereto.
---------
SECTION 4. No Other Modifications. Except as specifically provided in
----------------------
this Amendment and as otherwise necessary to make the terms of the Original
Agreement
consistent with the amendments thereto effected hereby, the Original Agreement
shall not be changed in any respect and shall continue in full force and effect
in accordance with its terms (other than as modified hereby).
SECTION 5. Counterparts. This Amendment may be executed in several
------------
counterparts, which taken together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of November __, 1996.
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
By:________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:________________________________________
Authorized Officer
▇.▇. ▇▇▇▇▇ INVESTMENT BANKING CORP.
By:_______________________________________
Authorized Officer
2
