Exhibit
4.2


 


Form of
Warrant Certificate


 


[Face
of Warrant Certificate]


 


EXERCISABLE
ON OR AFTER THE DATE OF THIS CERTIFICATE AND

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 28, 2011 AND

ONLY IF COUNTERSIGNED BY THE WARRANT AGENT


 


GLOBAL
AVIATION HOLDINGS INC.


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


	
  No. GW

  	
   

  	
  Warrants

  



 


WARRANTS


 


This certifies that
                                                                        ,
or registered assigns, is the registered holder of the number of Warrants (the “Warrants”)
set forth above, to purchase shares of Class A Common Stock, par value
$0.0001 per share (the “Common Stock”), of Global Aviation Holdings
Inc., a Delaware corporation (the “Company”).  Each Warrant entitles the holder upon exercise
at any time on or after the date of this Warrant Certificate and prior to
5:00 p.m., New York City Time, on February 28, 2011 to receive from
the Company one (1) fully paid and nonassessable share of Common Stock for
each Warrant at the initial exercise price (the “Exercise Price”) of
$10.00 per share, subject to adjustment as provided in Section 13 of the
Warrant Agreement dated as of February 28, 2006, by and between the
Company and Registrar and Transfer Company, as Warrant Agent (the “Warrant
Agreement”) payable (i) in United States dollars or (ii) by
certified or official bank check for United States Dollars made payable to the
order of the Company.  In lieu of payment
of the aggregate Exercise Price as aforesaid and subject to applicable law, the
holder of a Warrant may request the payment by the Company of the “Spread”,
which shall, subject to Section 15 of the Warrant Agreement, be paid by
the Company by delivering to such Warrant holder a number of shares of Common
Stock equal to (a)(i) the product of (x) the Current Market Price (as
defined in Section 13(c) of the Warrant Agreement) per share of
Common Stock as of the date of receipt of the request by the Company,
multiplied by (y) the number of shares of Common Stock underlying the
Warrants being exercised, minus (ii) the product of (x) the Exercise
Price, multiplied by (y) the number of shares of Common Stock underlying
the Warrants being exercised, divided by (b) the Current Market Price per
share of Common Stock as of the date of receipt of the request by the
Company.  The Exercise Price and number
of shares of Common Stock issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.  All Warrants will
automatically be converted into shares of Common Stock upon the closing of a
Qualified IPO, as provided in Section 8 of the Warrant Agreement.  No Warrant may be exercised after
5:00 p.m., New York City Time, on February 28, 2011, and to the
extent not exercised or converted by such time such Warrants shall become
void.  This Warrant Certificate shall not
be valid unless countersigned by the Warrant Agent, as such term is used in the
Warrant Agreement.  Reference is made to
the further provisions of this Warrant Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
though fully set forth at this place. 
This Warrant Certificate shall be governed and construed in accordance with
the internal laws of the State of New York.


 

















 


IN WITNESS WHEREOF, Global
Aviation Holdings Inc. has caused this Warrant Certificate to be signed by the
undersigned President and the undersigned Secretary of the Company.


 




	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GLOBAL AVIATION HOLDINGS
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior Vice President,
  General Counsel and Corporate Secretary

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGISTRAR AND TRANSFER
  COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WARRANT AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  






 


2

















 


[Reverse
of Warrant Certificate]


 


GLOBAL
AVIATION HOLDINGS INC.


 


By accepting a Warrant
Certificate, each holder shall be bound by all of the terms and provisions of
the Warrant Agreement (a copy of which is available on request to the Secretary
of the Company) and any amendments thereto as fully and effectively as if such
holder had signed the same.


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants by the
Company expiring at 5:00 p.m., New York City Time, on February 28,
2011, entitling the holder upon proper exercise to receive shares of Common
Stock and are issued or to be issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants.


 


Subject to the restrictions
set forth in Article Eleventh of the Company’s Certificate of
Incorporation, the holder of the Warrants evidenced by this Warrant Certificate
may exercise any or all of such Warrants by surrendering this Warrant
Certificate, with the form of election to purchase set forth below on this
Warrant Certificate properly completed and executed, together with payment of
the aggregate Exercise Price in accordance with the provisions set forth on the
face of this Warrant Certificate.  In the
event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new
Warrant Certificate evidencing the number of Warrants not exercised.


 


The Warrant Agreement
provides that upon the occurrence of certain events the Exercise Price and the
number of shares of Common Stock issuable upon exercise of this Warrant, in each
case, set forth on the face hereof may, subject to certain conditions, be
adjusted.  If the Exercise Price is
adjusted, the Warrant Agreement provides that the number of shares of Common
Stock issuable upon the exercise of each Warrant will also be adjusted.  No fractions of a share of Common Stock will
be issued upon the exercise or conversion of any Warrant, but the Company will
pay the cash value in lieu thereof determined as provided in the Warrant
Agreement.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the
registered holder thereof in person or by legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the Warrant Agent
Office, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in 


 


3

















 


exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.


 


The Company and the Warrant
Agent may deem and treat the registered holder(s) hereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise or conversion hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. 
Neither the Warrants nor this Warrant Certificate entitles any holder
hereof to any rights of a stockholder of the Company.


 


The Warrant Agreement
permits, with certain exceptions therein provided, the supplementing or
amendment thereof at any time by the Company and the Warrant Agent with the
written consent of registered holders of a majority of the then outstanding
Warrants (excluding Warrants held by the Company or any of its controlled
affiliates).  Any such consent by or on
behalf of a holder of a Warrant shall be conclusive and binding upon such
holder and upon all future holders of this Warrant and any Warrant issued upon
the registration of transfer thereof or in exchange thereof whether or not
notation of such consent is made upon such Warrant or any other Warrant.


 


4

















 


NOTICE
OF EXERCISE


(To
Be Executed by the Registered Holder in Order to Exercise Warrants)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant
Certificate, to receive shares of Common Stock and herewith tenders payment for
such shares to the order of the Company in the amount of $10.00 per share of
Common Stock (subject to adjustment) in accordance with the terms of the
Warrant Agreement, in cash or by certified or official bank check made payable
to the order of the Company.


 


REQUEST
FOR PAYMENT OF SPREAD


o                                    Please check if
the undersigned, in lieu of tendering the cash payment, as aforesaid, hereby
requests the payment of the “Spread” within the meaning of Section 7 of
the Warrant Agreement.


 


The
undersigned requests that a certificate for such shares be registered in the
name of:


 




 





PLEASE INSERT SOCIAL SECURITY


OR OTHER IDENTIFYING NUMBER


 


	
  and be delivered to:

  	
   

  
	
   

  



(PLEASE PRINT OR TYPE NAME AND ADDRESS,


INCLUDING POSTAL ZIP CODE)


 


 


and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:


 




 





(PLEASE
PRINT OR TYPE ADDRESS)


 




	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)*

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed*

  	
   

  	
  (Social Security or
  Taxpayer Identification Number)

  






 






*                 THE SIGNATURE
TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BEAR A SIGNATURE
GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” AS DEFINED IN RULE 17Ad-15(2) PROMULGATED
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


5

















 


ASSIGNMENT


(To
Be Executed by the Registered Holder in Order to Assign Warrants)


 


FOR VALUE RECEIVED the
undersigned hereby sell(s), assign(s) and transfer(s) unto


 




 





(PLEASE INSERT SOCIAL
SECURITY


OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE)


 




 





(PLEASE PRINT OR TYPE NAME
AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


 


of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitutes and appoints


 


Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.


 




	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)*

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Social Security or
  Taxpayer Identification Number)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed*

  	
   

  	
   

  






 


6