ex4-2.htm


    EXHIBIT
4.2

    


    Form of Common Stock
Purchase Warrant

     

    FORM
OF COMMON STOCK PURCHASE WARRANT

    


    This warrant and the common stock
shares issuable upon exercise of this warrant have not been registered under the
securities act of 1933, as amended (the “Securities Act”). This warrant and the common stock
shares issuable upon exercise of this warrant may not be sold, offered for sale,
pledged or hypothecated in the absence of an effective registration statement
under the securities act or an opinion of counsel reasonably satisfactory to Accelerize New
Media, Inc. that such registration is not required.

    


    
      
        	 
      	
                Right
      to Purchase ______ shares of Common
      Stock of Accelerize New Media, Inc. (subject to adjustment as provided
      herein)

              


      

    

    


    FORM
OF COMMON STOCK PURCHASE WARRANT

    
    

     

    
      	No. CNII   	
              Issue
      Date:  _________, 2009

            


    

     

    ACCELERIZE
NEW MEDIA, INC., a corporation organized and existing under the laws of the
State of Delaware (the “Company”), hereby certifies that, for value received,
_________
or its assigns (the “Holder”) is entitled, subject to the terms set forth below,
to purchase from the Company at any time after the issue date (the “Issue Date”)
until 5:00 p.m., E.S.T. on the fifth (5th) anniversary of the Issue Date (the
“Expiration Date”), ______Thousand (00,000) fully paid
and nonassessable shares of Common Stock at a per share purchase price of
$0.55.  The afore described purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the “Purchase
Price.”  The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein.  The
Company may reduce the Purchase Price without the consent of the
Holder.  Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Convertible Promissory Note (the
“Note”) made by the Company to the Holder of the Warrant.

    


    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

    


    (a)           The
term “Company” shall include Accelerize New Media, Inc. and any corporation
which shall succeed or assume the obligations of Accelerize New Media, Inc.
hereunder.

    


    (b)           The
term “Common Stock” includes (a) the Company’s Common Stock, $0.001 par value
per share, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.

    


    
      
        
        

      

      
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    (c)           The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 herein or otherwise.

    


    (d)           The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.

    


    1.           Exercise of
Warrant.

    


    1.1.           Number of Shares Issuable
upon Exercise.  From and after the Issue Date through and
including the Expiration Date, the Holder hereof shall be entitled to receive,
upon exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, [00,000] of shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.

    


    1.2.           Full Exercise.  This
Warrant may be exercised in full by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached hereto as Exhibit A (the
“Subscription Form”) duly executed by such Holder and surrender of the original
Warrant within four (4) days of exercise, to the Company at its principal office
or at the office of its Warrant Agent (as provided hereinafter), accompanied by
payment, in cash, wire transfer or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock for which this Warrant is then exercisable by the
Purchase Price then in effect.

     

    1.3.           Partial
Exercise.  This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect.  On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common
Stock for which such Warrant may still be exercised.

     

    1.4.           Fair Market Value.
Fair Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:

     

    (a)           If
the Company’s Common Stock is traded on an exchange or is quoted on the Nasdaq
Stock Market, Inc., then the last sale price reported for the last business day
immediately preceding the Determination Date;

     

    (b)           If
the Company’s Common Stock is not traded on an exchange or quoted on the Nasdaq
Stock Market, Inc. but is traded in the over-the-counter market, then the
average of the closing bid and ask prices reported for the last business day
immediately preceding the Determination Date;

     

    
      
        
        

      

      
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    (c)           Except
as provided in clause (d) below, if the Company’s Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or

     

    (d)           If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the Determination
Date.

     

    1.5.           Company
Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

     

    1.6.           Delivery of Stock
Certificates, etc. on Exercise.  The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within three (3)
business days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and nonassessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

     

    1.7.           Forced Exercise by the
Company.   The Company reserves the right to call the
Warrants, at a redemption price of $.001 per Warrant, commencing on the first
trading day after the Common Stock of the Company has traded for ten (10)
consecutive days at an average closing price at or exceeding $1.25 per share.
The call may be made within ten (10) days from the date the Company’s Common
Stock satisfies the average trading price described above, but the Company is
not required to make any such call and may make the call on the terms described
at any future date where the trading price of the common stock satisfies the
above criterion. Investors will have thirty (30) days from the date of such
notice to exercise the Warrants, and in the event the Warrants are not
exercised, the Company may cancel them, and investors will receive payment of
$0.001 per Warrant share.  The Company will also have the right to
assign the right to exercise the Warrant for a period of thirty (30) days to
another Purchaser in this offering or to any other person whether or not such
person is an existing shareholder of the Company.  Investors will not
receive any proceeds in the event such other person exercises the
Warrant.

     

    
      
        
        

      

      
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    2.           Adjustments.

     

    2.1.           Reorganization,
Consolidation, Merger, etc.  In case at any time or from time
to time, the Company shall (a) effect a reorganization, (b) consolidate with or
merge into any other person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, as a
condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on
the exercise hereof as provided in Section 1, at any time after the consummation
of such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock (or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 3.

    


    2.2.           Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable in
accordance with Section 2.1 by the Holder of the Warrants upon their exercise
after the effective date of such dissolution pursuant to this Section
2.

    


    2.3.           Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 2, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the Other Securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 3.

    


    3.           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) subdivide its outstanding shares of Common Stock, or (b) combine its
outstanding shares of the Common Stock into a smaller number of shares of the
Common Stock, then, in each such event, the Purchase Price shall, simultaneously
with the happening of such event, be adjusted by multiplying the then Purchase
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such event and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after such event, and the product so obtained shall thereafter be the Purchase
Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described
herein in this Section 3. The number of shares of Common Stock that the Holder
of this Warrant shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be adjusted to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but for
the provisions of this Section 3) be issuable on such exercise by a
fraction of which (a) the numerator is the Purchase Price that would otherwise
(but for the provisions of this Section 3) be in effect, and (b) the denominator
is the Purchase Price in effect on the date of such exercise.

     

    
      
        
        

      

      
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    4.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of the
Warrants, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the Holder of the Warrant and any Warrant Agent
of the Company (appointed pursuant to Section 9 hereof).

     

    5.           Reservation of
Stock, etc.
Issuable on Exercise of Warrant; Financial Statements.  The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the
Warrant.  This Warrant entitles the Holder hereof to receive copies of
all financial and other information distributed or required to be distributed to
the holders of the Company’s Common Stock.

     

    6.           Assignment; Exchange of
Warrant.  Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”). On the surrender for exchange of this Warrant, with the
Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant will be
in compliance with applicable securities laws, the Company at its expense, once,
only, but with payment by the Transferor of any applicable transfer taxes, will
issue and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a “Transferee”), calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the
Transferor.  No such transfers shall result in a public distribution
of the Warrant.

     

    
      
        
        

      

      
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    7.           Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

    


    8.           Warrant
Agent.  The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section
1, exchanging this Warrant pursuant to Section 6, and replacing this Warrant
pursuant to Section 7, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

    


    9.           Transfer on the
Company’s
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    10.           Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur or (c) three
business days after deposited in the mail if delivered pursuant to subsection
(ii) above.  The addresses for such communications shall be: (i) if to
the Company to: 12121 WILSHIRE BLVD., SUITE 322, LOS ANGELES, CALIFORNIA 90025,
telecopier:  (310) 903 4001, and (ii) if to the Holder, to the
addresses and telecopier number set forth in the first paragraph of this
Warrant.  The Company may change its address for notices but only to
an address and fax number located in the United States.

    


    11.           Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be construed and enforced in accordance with and governed by the laws of New
York.  Any dispute relating to this Warrant shall be adjudicated in
New York County in the State of New York.  The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof.  The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or enforceability of
any other provision.

    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    ACCELERIZE NEW MEDIA,
INC.

    


    By:_____________________________

    


    Name: Brian
Ross

    


    Title: Chief Executive
Officer

     

     

    
      
        
        

      

      
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    Exhibit
A

    


    FORM OF
SUBSCRIPTION

    (to be
signed only on exercise of Warrant)

     

    TO:    ACCELERIZE
NEW MEDIA, INC.

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.CNII),
hereby irrevocably elects to purchase (check applicable box):

    


    ________
shares of the Common Stock covered by such Warrant;

     

    The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of a check in the face
amount of $_______:

    


    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to ______________________________ whose address is
________________________________________________________________________

    


    The
undersigned represents and warrants that the representations and warranties in
Section 4 of the Note (as defined in this Warrant) are true and accurate with
respect to the undersigned on the date hereof.

    


    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act, or
pursuant to an exemption from registration under the Securities
Act.

    


    Dated:_____________________________________

     

     

    _______________________________________

    (Signature
must conform to name of

    holder as
specified on the fact of theWarrant.)

     

    _______________________________________

     

    _______________________________________

    (Address)

     

    
      
        
        

      

      
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    Exhibit
B

    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

     

    For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of ACCELERIZE NEW MEDIA, INC. to which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of ACCELERIZE NEW
MEDIA, INC. with full power of substitution in the premises.

     

    
      	
              Transferees

            	
              Percentage Transferred

            	
              Number Transferred

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      	
              Dated:  ______________,
      ___________

               

               

               

              Signed
      in the presence of:

               

              ________________________________

              (Name)

               

               

              ACCEPTED
      AND AGREED:

              TRANSFEREE

               

              ________________________________

              (Name)

            	
              ____________________________________________

              (Signature
      must conform to name of holder as

              specified
      on the face of the warrant)

               

               

               

              ___________________________________________________

              ___________________________________________________

              (address)

               

              _____________________________________________

              _____________________________________________

              (address)

            


    

     

    


    
 

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