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EXHIBIT 4.5
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE
HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES
THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO
ANYONE OTHER
THAN (I) FERRIS, BAKER WATTS, INCORPORATED ("FBW") OR AN
UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA
FIDE OFFICER OR
PARTNER OF FBW OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE
CONSUMMATION
BY HARBOR ACQUISITION CORPORATION ("COMPANY") OF A MERGER, CAPITAL
STOCK
EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION
("BUSINESS
COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S
REGISTRATION STATEMENT
(DEFINED HEREIN)) OR
, 2007. VOID AFTER 5:00 P.M. NEW YORK
CITY LOCAL TIME,
;______________, 2011.
FORM OF UNIT PURCHASE OPTION
FOR THE PURCHASE OF
500,000
UNITS
OF
HARBOR ACQUISITION CORPORATION
1. PURCHASE
OPTION.
THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on
behalf of Ferris, Baker Watts, Incorporated ("HOLDER"), as
registered owner of
this Purchase Option, to Harbor Acquisition Corporation
("COMPANY"), Holder is
entitled, at any time or from time to time upon the later of the
consummation of
a Business Combination or
, 2007 ("COMMENCEMENT DATE"), and at or
before 5:00 p.m., New York City local time, __________________,
2011
("EXPIRATION DATE"), but not thereafter, to subscribe for, purchase
and receive,
in whole or in part, up to Five Hundred Thousand (500,000) units
("UNITS") of
the Company, each Unit consisting of one share of common stock of
the Company,
par value $0.0001 per share ("COMMON STOCK"), and two warrants
("WARRANT(s)")
expiring five years from the effective date ("EFFECTIVE DATE") of
the
registration statement ("REGISTRATION STATEMENT") pursuant to which
Units are
offered for sale to the public ("OFFERING"). Each Warrant is the
same as the
warrants included in the Units being registered for sale to the
public by way of
the Registration Statement ("PUBLIC WARRANTS"), except that the
Warrants shall
have an exercise price of $6.25 per whole share, subject to
adjustment as
provided in Section 4 of the Warrant Agreement and shall be
entitled to cashless
exercise rights as provided in Section 3.4 thereof. If the
Expiration Date is a
day on which banking institutions are authorized by law to close,
then this
Purchase Option may be exercised on the next succeeding day which
is not such a
day in accordance with the terms herein. During the period ending
on the
Expiration Date, the Company agrees not to take any action that
would terminate
the Purchase Option. This Purchase Option is initially exercisable
at $7.50 per
Unit so purchased; provided, however, that upon the occurrence of
any of the
events specified in Section 6 hereof, the rights granted by this
Purchase
Option, including the exercise price per Unit and the number of
Units (and
shares of Common Stock and Warrants) to be received upon such
exercise, shall be
adjusted as therein specified. The term "EXERCISE PRICE" shall mean
the initial
exercise price or the adjusted exercise price, depending on the
context.
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2. EXERCISE.
2.1
EXERCISE FORM. In
order to exercise this Purchase Option, the exercise
form attached hereto as EXHIBIT A must be duly executed and
completed and
delivered to the Company, together with this Purchase Option and
payment of the
Exercise Price for the Units being purchased payable in cash or by
certified
check or official bank check. If the subscription rights
represented hereby
shall not be exercised at or before 5:00 p.m., New York City local
time, on the
Expiration Date this Purchase Option shall become and be void
without further
force or effect, and all rights represented hereby shall cease and
expire.
3. TRANSFER.
3.1
GENERAL RESTRICTIONS.
The registered Holder of this Purchase Option,
by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge
or hypothecate this Purchase Option for a period of one year
following the
Effective Date to anyone other than (i) FBW or an underwriter or a
selected
dealer in connection with the Offering, or (ii) a bona fide officer
or partner
of FBW or of any such underwriter or selected dealer. On and after
the first
anniversary of the Effective Date, transfers to others may be made
subject to
compliance with or exemptions from applicable securities laws. In
order to make
any permitted assignment, the Holder must deliver to the Company
the assignment
form attached hereto as EXHIBIT B duly executed and completed,
together with the
Purchase Option and payment of all transfer taxes, if any, payable
in connection
therewith. The Company shall within five business days transfer
this Purchase
Option on the books of the Company and shall execute and deliver a
new Purchase
Option or Purchase Options of like tenor to the appropriate
assignee(s)
expressly evidencing the right to purchase the aggregate number of
Units
purchasable hereunder or such portion of such number as shall be
contemplated by
any such assignment.
3.2
RESTRICTIONS IMPOSED
BY THE ACT. The securities evidenced by this
Purchase Option shall not be transferred unless and until (i) the
Company has
received the opinion of counsel for the Holder that the securities
may be
transferred pursuant to an exemption from registration under the
Act and
applicable state securities laws, the availability of which is
established to
the reasonable satisfaction of the Company (the Company hereby
agreeing that the
opinion of Davis, Malm & D'Agostine, P.C. shall be deemed
satisfactory evidence
of the availability of an exemption), or (ii) a registration
statement or a
post-effective amendment to the Registration Statement relating to
such
securities has been filed by the Company and declared effective by
the
Securities and Exchange Commission (the "COMMISSION") and
compliance with
applicable state securities law has been established.
4. NEW PURCHASE
OPTIONS TO BE ISSUED.
4.1
PARTIAL EXERCISE OR
TRANSFER. Subject to the restrictions in Section
3 hereof, this Purchase Option may be exercised or assigned in
whole or in part.
In the event of the exercise or assignment hereof in part only,
upon surrender
of this Purchase Option for cancellation, together with the duly
executed
exercise or assignment form and funds sufficient to pay any
Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the
Holder
without charge a new Purchase Option of like tenor to this Purchase
Option in
the name of the Holder evidencing the right of the Holder to
purchase the number
of Units purchasable hereunder as to which this Purchase Option has
not been
exercised or assigned.
4.2
LOST CERTIFICATE. Upon
receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this
Purchase Option and
of reasonably satisfactory indemnification or the posting of a
bond, the Company
shall execute and deliver a new Purchase Option of like tenor and
date. Any such
new Purchase Option executed and delivered as a result of such
loss, theft,
mutilation or destruction shall constitute a substitute contractual
obligation
on the part of the Company.
5. INTENTIONALLY
OMITTED.
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6.
ADJUSTMENTS.
6.1
ADJUSTMENTS TO
EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of Units underlying the Purchase Option shall
be subject to
adjustment from time to time as hereinafter set forth:
6.1.1 STOCK DIVIDENDS
- SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 6.4 below, the number of
outstanding shares
of Common Stock is increased by a stock dividend payable in shares
of Common
Stock or by a split-up of shares of Common Stock or other similar
event, then,
on the effective date thereof, the number of shares of Common Stock
underlying
each of the Units purchasable hereunder shall be increased in
proportion to such
increase in outstanding shares. In such case, the number of shares
of Common
Stock, and the exercise price applicable thereto, underlying the
Warrants
underlying each of the Units purchasable hereunder shall be
adjusted in
accordance with the terms of the Warrants. For example, if the
Company declares
a two-for-one stock dividend and at the time of such dividend this
Purchase
Option is for the purchase of one Unit at $7.50 per whole Unit
(each Warrant
underlying the Units is exercisable for $6.25 per share), upon
effectiveness of
the dividend, this Purchase Option will be adjusted to allow for
the purchase of
one Unit at $7.50 per Unit, each Unit entitling the holder to
receive two shares
of Common Stock and four Warrants (each Warrant exercisable for
$3.125 per
share).
6.1.2 AGGREGATION OF
SHARES. If after the date hereof, and subject to
the provisions of Section 6.4, the number of outstanding shares of
Common Stock
is decreased by a consolidation, combination or reclassification of
shares of
Common Stock or other similar event, then, on the effective date
thereof, the
number of shares of Common Stock underlying each of the Units
purchasable
hereunder shall be decreased in proportion to such decrease in
outstanding
shares. In such case, the number of shares of Common Stock, and the
exercise
price applicable thereto, underlying the Warrants underlying each
of the Units
purchasable hereunder shall be adjusted in accordance with the
terms of the
Warrants.
6.1.3 REPLACEMENT OF
SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of
Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or
that solely
affects the par value of such shares of Common Stock, or in the
case of any
merger or consolidation of the Company with or into another
corporation (other
than a consolidation or merger in which the Company is the
continuing
corporation and that does not result in any reclassification or
reorganization
of the outstanding shares of Common Stock), or in the case of any
sale or
conveyance to another corporation or entity of the property of the
Company as an
entirety or substantially as an entirety in connection with which
the Company is
dissolved, the Holder of this Purchase Option shall have the right
thereafter
(until the expiration of the right of exercise of this Purchase
Option) to
receive upon the exercise hereof, for the same aggregate Exercise
Price payable
hereunder immediately prior to such event, the kind and amount of
shares of
stock or oth
