EXHIBIT 4.2
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VOID AFTER 5:00 P.M. EASTERN TIME ON [__________], 2003
WARRANTS TO PURCHASE CLASS A VOTING COMMON STOCK
WP-[_____] [_________] Warrants
LOCATEPLUS HOLDINGS CORPORATION
CUSIP ______________
THIS CERTIFIES THAT _______________________________________________]
or registered assigns, is the registered holder of the number of Warrants (the
"Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from LocatePLUS Holdings Corporation, a corporation incorporated under
the laws of the state of Delaware (the "Company"), subject to the terms and
conditions set forth hereinafter and in the Warrant and Unit Agreement
hereinafter more fully described (the "Warrant Agreement"), at any time on or
before the close of business on __________, 2003 (the "Expiration Date"), one
fully paid and non-assessable share of Class A Voting Common Stock of the
Company (the "Class A Common Stock") upon presentation and surrender of this
Warrant Certificate, with the instructions for the registration and delivery of
Class A Common Stock filled in, at the stock transfer office in Portland, Oregon
of Transfer Online, Inc., Warrant Agent of the Company (the "Warrant Agent") or
of its successor warrant agent or, if there be no successor warrant agent, at
the corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company.
Each Warrant initially entitles the holder to purchase one share of
Class A Common Stock initially for $0.50. The number and kind of securities or
other property for which the Warrants are exercisable are subject to further
adjustment in certain events, such as mergers, splits, stock dividends,
recapitalizations and the like, to prevent dilution. All Warrants not
theretofore exercised will expire on _________, 2003.
This Warrant Certificate is subject to all of the terms, provisions
and conditions of the Warrant Agreement, dated as of March __, 2002, between the
Company and the Warrant Agent, to all of which terms, provisions and conditions
the registered holder of this Warrant Certificate consents by acceptance hereof.
The Warrant Agreement is incorporated herein by reference and made a part hereof
and reference is made to the Warrant Agreement for a full description of the
rights, limitations of rights, obligations, duties and immunities of the Warrant
Agent, the Company and the holders of the Warrant Certificates. Copies of the
Warrant Agreement are available for inspection at the stock transfer office of
the Warrant Agent or may be obtained upon written request addressed to the
Company at LocatePLUS Holdings Corporation, 100 Cummings Center, Suite 235M,
Beverly, Massachusetts 01915, Attention: Chief Financial Officer.
The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Class A
Common Stock or other
securities, but shall make adjustment therefor in cash on the basis of the
current market value of any fractional interest as provided in the Warrant
Agreement.
In certain cases, the sale of securities by the Company upon
exercise of Warrants would violate the securities laws of the United States,
certain states thereof or other jurisdictions. The Company has agreed to use all
commercially reasonable efforts to cause a registration statement to continue to
be effective during the term of the Warrants with respect to such sales under
the Securities Act of 1933, as amended, and to take such action under the laws
of various states as may be required to cause the sale of securities upon
exercise to be lawful, unless an exemption from registration is available.
However, the Company will not be required to honor the exercise of Warrants if,
in the opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company
may, but is not required to, purchase Warrants submitted for exercise for a cash
price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Warrants.
This Warrant Certificate, with or without other Warrant
Certificates, upon surrender to the Warrant Agent, any successor warrant agent
or, in the absence of any successor warrant agent, at the corporate offices of
the Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered. If the Warrants evidenced by this
Warrant Certificate shall be exercised in part, the holder hereof shall be
entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be entitled to
vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatever, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof or give or withhold consent to any corporate
action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock to
no par value, consolidation, conveyance or otherwise) or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Warrants evidenced by this Warrant Certificate shall have been
exercised and the Common Stock purchasable upon the exercise thereof shall have
become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's Class A Common
Stock or other class of stock purchasable upon the exercise of the Warrants
evidenced by this Warrant Certificate are closed for any purpose, the Company
shall not be required to make delivery of certificates for shares purchasable
upon such transfer until the date of the reopening of said transfer books.
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Every holder of this Warrant Certificate by accepting the same
consents and agrees with the Company, the Warrant Agent, and with every other
holder of a Warrant Certificate that:
(a) This Warrant Certificate is transferable on the registry books
of the Warrant Agent only upon the terms and conditions set forth in the Warrant
Agreement; and
(b) The Company and the Warrant Agent may deem and treat the person
in whose name this Warrant Certificate is registered as the absolute owner
hereof (notwithstanding any notation of ownership or other writing thereon made
by anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant to
the Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
WITNESS the facsimile signatures of the proper officers of the
Company and its corporate seal.
Dated: ______________, 2002
LOCATEPLUS HOLDINGS CORPORATION
By: ________________________________
Jon R. Latorella
President and Chief Executive Officer
Attest: ____________________________
Secretary
Countersigned
TRANSFER ONLINE, INC.
By: ________________________________
Authorized Officer
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FORM OF ELECTION TO PURCHASE
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THE WARRANTS IN
WHOLE OR IN PART)
To: LOCATEPLUS HOLDINGS CORPORATION
The undersigned Registered Holder
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(Please insert Social Security or other
identification number of Registered Holder)
hereby irrevocably elects to exercise the right of purchase represented by the
within this Warrant Certificate for, and to purchase thereunder, _______________
shares of Common Stock provided for therein and tenders payment herewith to the
order of LocatePLUS Holdings Corporation in the amount of $________________. The
undersigned requests that certificates for such shares of Common Stock be issued
as follows:
Name:_______________________________________________________________
Address:____________________________________________________________
Deliver to:_________________________________________________________
Address:____________________________________________________________
and if said number of Warrants being exercised shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Certificate for the balance of
such Warrants as well as the shares of Common Stock represented by this Warrant
Certificate be registered in the name of, and delivered to, the Registered
Holder at the address stated below:
Address:_____________________________________________________________
Dated:_____________, _______
Signature
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(Signature must conform in all respects to the name of
Registered Holder as specified in the case of this Warrant
Certificate in every particular, without
alteration or any change whatever.)
Signature Guaranteed:
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The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
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FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned Registered Holder
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(Please insert
Social Security or other
identification number of
Registered Holder)
hereby sells, assigns and transfers unto
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(Please Print Name and Address including Zip Code)
Warrants evidenced by the within Warrant Certificate, and irrevocably
constitutes and appoints
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Attorney to transfer this Warrant Certificate on the books of LocatePLUS
Holdings Corporation with the full power of substitution in the premises.
Dated:__________________, ________
Signature:
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(Signature must conform in all respects to the name of Registered Holder as
specified on the face of this Unit Certificate in every particular, without
alteration or any change whatsoever, and the signature must be guaranteed in the
usual manner.)
Signature Guaranteed:
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The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
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