ex4-2.htm


    Exhibit
4.2

     

    
      FORM
OF AMENDED 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 TWO MILLION SEVEN HUNDRED EIGHT THOUSAND, THREE HUNDRED THIRTY
      THREE (2,708,333) shares of Common Stock of Accelerize New Media, Inc.
      (subject to adjustment as provided
herein)

              


      

      


      FORM
OF COMMON STOCK PURCHASE WARRANT

      
        
        

         

        
          	No. MEC _
      _/A  	
                   Issue Date:
      September 11, 2008

                


        

      

       

      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,
[MEC Labs Group], with its principal address at 412 North First Street,
Jacksonville Beach, FL 32250, or its assigns (the “Holder”) is entitled, subject
to the terms set forth below, including the Vesting Schedule attached hereto as
Exhibit A, 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”), two million seven hundred eight thousand
three hundred thirty three (2,708,333) fully paid and nonassessable shares of
Common Stock at a per share purchase price equal to 0.55 dollars ($0.55), which
is the closing bid price of the Company’s Common Stock on the Over-The-Counter
Bulleting Board on the Issue Date.  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.

      


      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 “Vesting Schedule” shall mean the vesting schedule of the Warrants Shares
attached hereto as Exhibit
A.

      


      (e)           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, subject to the Vesting Schedule, 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, up to two million, seven hundred eight
thousand three hundred thirty three (2,708,333) 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 As described
in Exhibit A
and prior to the fifth (5th)
anniversary after the Issue Date by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached hereto as Exhibit B (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) in accordance with the Vesting Schedule, 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:

       

      
        
           

        

        
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      (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 Bulletin Board, then
the closing bid price reported for the last business day immediately preceding
the Determination Date;

       

      (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, if any) 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.

       

      
        
           

        

        
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      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 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.

       

      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.

      


      
        
           

        

        
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      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.

       

      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.  The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the Warrant,
all shares of Common Stock (or Other Securities) from time to time issuable on
the exercise of the Warrant.

       

      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 C 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.


      


      


      [Signature page
follows]

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, the Company and the Holder have executed this Amended Warrant
as of February 11, 2009.

       

      ACCELERIZE NEW MEDIA,
INC.

      


      By:_______________________________

      


      Name:_____________________________

      


      Title:______________________________

      Witness:

       

      ___________________________________

       

      


      MARKETINGEXPERIMENTS, LLC

       

      
        


        By:_______________________________

        


        Name:_____________________________

        


        Title:______________________________

        Witness:

         

        ___________________________________

         

         

        
          
             

          

          
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      Exhibit
A

      


      VESTING
SCHEDULE

      


      


      


      Two
Million Five Hundred Thousand (2,500,000) Warrants shall vest on the Issue
Date.

      


      An
additional Two Hundred Eight Thousand Three Hundred Thirty Three (208,333)
Warrants shall vest on December 11, 2008.

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
B

      


      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.____), 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)

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
C

      


      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)