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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.
2.2
CASHLESS EXERCISE.
2.2.1 DETERMINATION OF AMOUNT. In lieu of the payment of the
Exercise
Price multiplied by the number of Units for which this Purchase
Option is
exercisable and in lieu of being entitled to receive Units in the
manner
required by Section 2.1, the Holder shall have the right (but not
the
obligation) to convert any exercisable but unexercised portion of
the Purchase
Option into Units ("Conversion Right") as follows: upon exercise of
the
Conversion Right, the Company shall deliver to the Holder (without
payment by
the Holder of any of the Exercise Price in cash) that number of
Units equal to
the quotient obtained by dividing (x) the "Value" (as defined
below) of the
portion of the Purchase Option being converted by (y) the "Current
Market Price"
(as defined below). The "Value" of the portion of the Purchase
Option being
converted shall equal the remainder derived from subtracting (a)(i)
the Exercise
Price of a Unit multiplied by (ii) the number of Units underlying
the portion of
this Purchase Option being converted from (b) the Current Market
Price of a Unit
multiplied by the number of Units underlying the portion of the
Purchase Option
being converted.
The "Current Market Price" of a Unit at any date shall mean (i) if
the Units are
listed on a national securities exchange or quoted on the Nasdaq
National
Market, the Nasdaq Capital Market or the NASD OTC Bulletin Board
(or successor
such as the Bulletin Board Exchange), the average closing price of
a Unit for
the thirty (30) trading days immediately preceding the date of
determination of
the Current Market Price in the principal trading market for the
Units as
reported by the exchange, Nasdaq or the NASD, as the case may be;
(ii) if the
Units are not listed on a national securities exchange or quoted on
the Nasdaq
National Market, Nasdaq Capital Market or the NASD OTC Bulletin
Board (or
successor such as the Bulletin Board Exchange), but is traded in
the residual
over-the-counter market, the closing bid price for a Unit on the
last trading
day preceding the date in question for which such quotations are
reported by the
Pink Sheets, LLC or similar publisher of such quotations; and (iii)
if the fair
market value of the Units cannot be determined pursuant to clause
(i) or (ii)
above, such price as the Board of Directors of the Company shall
determine, in
good faith.
2.2.2 MECHANICS OF CASHLESS EXERCISE. The Cashless Exercise Right
may
be exercised by the Holder on any business day on or after the
Commencement Date
and not later than the Expiration Date by delivering the Purchase
Option with
the duly executed exercise form attached hereto with the cashless
exercise
section completed to the Company, exercising the Cashless Exercise
Right and
specifying the total number of Units the Holder will purchase
pursuant to such
Cashless Exercise Right.
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
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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.
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 sh
