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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 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
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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 other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, by a Holder of the number
of shares of Common Stock of the Company obtainable upon exercise of this
Purchase Option and the underlying Warrants immediately prior to such
event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall
be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The
provisions of this Section 6.1.3 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or
other transfers.
6.1.4 CHANGES IN FORM OF PURCHASE OPTION. This form of
Purchase option need not be changed because of any change pursuant to this
Section, and Purchase options issued after such change may state the same
Exercise Price and the same number of Units as are stated in the Purchase
options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase options reflecting a required or
permissive change shall not be deemed to waive any rights to an adjustment
occurring after the Commencement Date or the computation thereof.
6.2 SUBSTITUTE PURCHASE OPTION. In case of any consolidation of
the Company with, or merger of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does
not result in any reclassification or change of the outstanding Common
Stock), the corporation formed by such consolidation or merger shall
execute and deliver to the Holder a supplemental Purchase Option providing
that the holder of each Purchase Option then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration
of such Purchase option) to receive, upon exercise of such Purchase
Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such Purchase
Option might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental Purchase Option shall
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provide for adjustments which shall be identical to the adjustments
provided in Section 6. The above provision of this Section shall similarly
apply to successive consolidations or mergers.
6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common
Stock or Warrants upon the exercise of the Purchase option, nor shall it
be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest
whole number of Warrants, shares of Common Stock or other securities,
properties or rights.
6.4 GROSS-UP. If the Company chooses to take advantage of
increasing the size of the Offering pursuant to Rule 462(b) under the
Securities Act, the number of Units subject to this purchase option shall
be increased to equal 5% of the Units sold in the offering (excluding the
underwriters' over-allotment option).
7. RESERVATION AND LISTING. The Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for
the purpose of issuance upon exercise of the Purchase Options or the
Warrants underlying the Purchase Option, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon
the exercise thereof. The Company covenants and agrees that, upon exercise
of the Purchase Options and payment of the Exercise Price therefor, all
shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any stockholder. The Company further
covenants and agrees that upon exercise of the Warrants underlying the
Purchase options and payment of the respective Warrant exercise price
therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder. As
long as the Purchase options shall be outstanding, the Company shall use
its best efforts to cause all (i) Units and shares of Common Stock
issuable upon exercise of the Purchase options, (iii) Warrants issuable
upon exercise of the Purchase Options and (iv) shares of Common Stock
issuable upon exercise of the Warrants included in the Units issuable upon
exercise of the Purchase Option to be listed (subject to official notice
of issuance) on all securities exchanges (or, if applicable on the Nasdaq
National Market, SmallCap Market, OTC Bulletin Board or any successor
trading market) on which the Units, the Common Stock or the Public
Warrants issued to the public in connection herewith may then be listed
and/or quoted.
8. CERTAIN NOTICE REQUIREMENTS.
8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be
construed as conferring upon the Holders the right to vote or consent as a
stockholder for the election of directors or any other matter, or as
having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Purchase Options and their
exercise, any of the events described in Section 8.2 shall
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occur, then, in one or more of said events, the Company shall give written
notice of such event at least fifteen days prior to the date fixed as a
record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale.
Such notice shall specify such record date or the date of the closing of
the transfer books, as the case may be. Notwithstanding the foregoing, the
Company shall deliver to each Holder a copy of each notice given to the
other stockholders of the Company at the same time and in the same manner
that such notice is given to the stockholders.
8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give
the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution
on the books of the Company, or (ii) the Company shall offer to all the
holders of its Common Stock any additional shares of capital stock of the
Company or securities convertible into or exchangeable for shares of
capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all
or substantially all of its property, assets and business shall be
proposed.
8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall,
promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change
("PRICE NOTICE"). The Price Notice shall describe the event causing the
change and the method of calculating same and shall be certified as being
true and accurate by the Company's President and Chief Executive officer.
8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and
other communications under this Purchase Option shall be in writing and
shall be deemed to have been duly made when hand delivered, or mailed by
express mail or private courier service: (i) if to the registered Holder
of the Purchase Option, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, to the following address
or to such other address as the Company may designate by notice to the
Holders:
Harbor Acquisition Corporation
One Boston Place - Suite 3630
Boston, Massachusetts 02108
Attn: Chief Executive Officer
9. MISCELLANEOUS.
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9.1 AMENDMENTS. The Company and FBW may from time to time
supplement or amend this Purchase Option without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any
provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder that the Company and FBW may deem
necessary or desirable and that the Company and FBW deem shall not
adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.
9.2 HEADINGS. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of
this Purchase Option.
9.3 ENTIRE AGREEMENT. This Purchase Option (together with the
other agreements and documents being delivered pursuant to or in
connection with this Purchase Option) constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.
9.4 BINDING EFFECT. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and
assigns, and no other person shall have or be construed to have any legal
or equitable right, remedy or claim under or in respect of or by virtue of
this Purchase Option or any provisions herein contained.
9.5 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase
Option shall be governed by and construed and enforced in accordance with
the laws of the State of Maryland, without giving effect to conflict of
laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of, or relating in any way to this Purchase option
shall be brought and enforced in the courts of the State of Maryland or of
the United States of America for the District of Maryland, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof.
Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company
and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its
reasonable attorneys' fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.
9.6 WAIVER, ETC. The failure of the Company or the Holder to at
any time enforce any of the provisions of this Purchase Option shall not
be deemed or construed to be a waiver of any such provision, nor to in any
way affect the validity of this Purchase Option or any provision hereof or
the right of the Company or any Holder to thereafter enforce each and
every provision of this Purchase Option. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this
Purchase option shall be effective unless set forth in a written
instrument
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executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other
or subsequent breach or non-compliance.
9.7 EXECUTION IN COUNTERPARTS. This Purchase Option may be
executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the
other parties hereto.
9.8 EXCHANGE AGREEMENT. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior
to the complete exercise of this Purchase Option by Holder, if the Company
and FBW enter into an agreement ("EXCHANGE AGREEMENT") pursuant to which
they agree that all outstanding Purchase options will be exchanged for
securities or cash or a combination of both, then Holder shall agree to
such exchange and become a party to the Exchange Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the Company has caused this Purchase Option to
be signed by its duly authorized officer as of the ___ day of
____________, 2006.
HARBOR ACQUISITION CORPORATION
By:__________________________________
ROBERT J. HANKS,
CHIEF EXECUTIVE OFFICER
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EXHIBIT A
FORM TO BE USED TO EXERCISE PURCHASE OPTION:
Harbor Acquisition Corporation
One Boston Place - Suite 3630
Boston, Massachusetts 02108
Date:___________________, 200_
The undersigned hereby elects irrevocably to exercise all or a portion of
the within Purchase Option and to purchase ________ Units of Harbor
Acquisition Corporation and hereby makes payment of $__________(at the
rate of $__ per Unit) in payment of the Exercise Price pursuant thereto.
Please issue the Common Stock and Warrants as to which this Purchase
Option is exercised in accordance with the instructions given below.
or
The undersigned hereby elects irrevocably to convert its right to purchase
Units purchasable under the within Purchase option by surrender of the
unexercised portion of the attached Purchase Option (with a "Value" based
of $ based on a "Market Price" of $_). Please issue the securities
comprising the units as to which this Purchase option is exercised in
accordance with the instructions given below.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE PURCHASE OPTION IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
- ----------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17AD-15).
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
NAME _______________________________________
(PRINT IN BLOCK LETTERS)
ADDRESS
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EXHIBIT B
FORM TO BE USED TO ASSIGN PURCHASE OPTION:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Purchase Option):
FOR VALUE RECEIVED,____________________ does hereby sell, assign and
transfer unto the right to purchase Units of Harbor Acquisition
Corporation ("COMPANY") evidenced by the within Purchase Option and does
hereby authorize
the Company to transfer such right on the books of the Company.
Dated: , 200
SIGNATURE
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE PURCHASE OPTION IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:__________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15).