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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
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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.
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)
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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 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
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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.
REGISTRATION RIGHTS. The Company hereby grants FBW, with respect
to
the securities evidenced by this Purchase Option (the Units and
each of
the securities compromising such Units including the shares of
Common
Stock, Warrants and the shares of Common Stock issuable upon
exercise of
the Warrants), the same registration rights granted to certain
investors
pursuant to the Registration Rights Agreement entered into between
the
Company and those certain investors in connection with the Offering
(the
"Registration Rights Agreement"). The registration rights granted
hereby
to FBW shall be identical in all respects to the registration
rights
granted to the investors in the Registration Rights Agreement
except that
FBW will be entitled only to one (1) demand registration that will
expire
on the fifth anniversary of the Registration Rights Agreement
and
piggyback rights that will expire on the seventh anniversary of
the
Registration Rights Agreement.
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 t
