EX-4.2



 





 




    Exhibit 4.2



 




    EXERCISABLE
    ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
    <expiration date>, 2011.
    



 



    Certificate No.:



 



    CORNING NATURAL GAS CORPORATION




    (Incorporated under the laws of the State of New York)



 



    WARRANT CERTIFICATE



 



    This Warrant Certificate
    certifies _
    _ ,
    or registered assigns, is the registered holder
    of _
    _ Warrants
    expiring <expiration date>, 2011 (the
    “Warrants”) to purchase shares of Common Stock,
    $0.10 par value (the “Common Stock”), of CORNING
    NATURAL GAS CORPORATION, a New York corporation
    (“Corning”). Each Warrant entitles the holder upon
    exercise to receive from Corning on or before 5:00 p.m.
    New York City time, on <expiration date>, 2011,
    that number of fully paid and nonassessable shares of Common
    Stock (each, a “Warrant Share”) as set forth below at
    the exercise price (the “Exercise Price”) as
    determined pursuant to the Warrant Agreement referenced below
    payable in lawful money of the United States of America upon
    surrender of this Warrant Certificate and payment of the
    Exercise Price at the office or agency of the Warrant Agent, but
    only subject to the conditions set forth herein and in the
    Warrant Agreement referred to below.



 



    Each Warrant is initially exercisable for one share of Common
    Stock. The number of Warrant Shares issuable upon exercise of
    the Warrants is subject to adjustment upon the occurrence of
    certain events set forth in the Warrant Agreement.



 



    The initial Exercise Price per share of Common Stock for any
    Warrant shall be equal to $20.00 per share. The Exercise
    Price is subject to adjustment upon the occurrence of certain
    events set forth in the Warrant Agreement.



 



    No Warrant may be exercised after 5:00 p.m., New York City
    time, on <expiration date>, 2011 and to the extent not
    exercised by such time such Warrants shall become void.



 



    Reference is hereby made to the further provisions of this
    Warrant Certificate set forth below and such further provisions
    shall for all purposes have the same effect as though fully set
    forth at this place.



 



    This Warrant Certificate shall not be valid unless countersigned
    by the Warrant Agent, as such term is used in the Warrant
    Agreement.



 



    This Warrant Certificate shall be governed and construed in
    accordance with the internal laws of the State of New York,
    without regard to conflicts of laws principles thereof.



 



    CORNING NATURAL GAS CORPORATION



 


			
	    By: 
	
        

	 







    Title: _
    _




    Countersigned: _
    _




    Dated: _
    _



 



    REGISTRAR AND TRANSFER COMPANY,




    as Warrant Agent



 


			
	    By: 
	
        

	 







    Authorized Signatory













 





 



    The Warrants evidenced by this Warrant Certificate are part of a
    duly authorized issue of Warrants expiring <expiration
    date>, 2011, entitling the holder on exercise to receive
    shares of Common Stock, par value $0.10 per share, of
    Corning (the “Common Stock”), and are issued or to be
    issued pursuant to a Warrant Agreement dated as of
    [          ],
    2007 (the “Warrant Agreement”), duly executed and
    delivered by Corning to Registrar and Transfer Company, a New
    Jersey corporation, as warrant agent (the “Warrant
    Agent”), 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, Corning and the holders (the words
    “holders” or “holder” meaning the registered
    holders or registered holder) of the Warrants. A copy of the
    Warrant Agreement may be obtained by the holder hereof upon
    written request to Corning.



 



    Warrants may be exercised at any time on or before
    5:00 p.m., New York City time, on <expiration
    date>, 2011. The holder of Warrants evidenced by this
    Warrant Certificate may exercise them by surrendering this
    Warrant Certificate, with the form of election to purchase
    properly completed and executed, together with payment of the
    Exercise Price as specified in the Warrant Agreement at the
    principal corporate trust office of the Warrant Agent. 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. No adjustment
    shall be made for any dividends on any Common Stock issuable
    upon exercise of this Warrant.



 



    The Warrant Agreement provides that upon the occurrence of
    certain events the number of Warrant Shares set forth on the
    face hereof may, subject to certain conditions, be adjusted. No
    fractions of a share of Common Stock will be issued upon the
    exercise of any Warrant.



 



    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 office of the Warrant Agent 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 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.



 



    Corning and the Warrant Agent may deem and treat the registered
    holder(s) thereof 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
    hereof, of any distribution to the holder(s) hereof, and for all
    other purposes, and neither Corning nor the Warrant Agent shall
    be affected by any notice to the contrary. Neither the Warrants
    nor this Warrant certificate shall entitle any holder hereof to
    any of the rights of a stockholder of Corning (including,
    without limitation, any preemption rights, voting rights or
    rights to dividends) except upon exercise in accordance with the
    terms hereof and of the Warrant Agreement. No provision hereof
    or of the Warrant Agreement, in the absence of affirmative
    action by a holder hereof to purchase shares of Common Stock,
    and no mere enumeration herein or in the Warrant Agreement of
    the rights or privileges of the holder, shall give rise to any
    liability of such holder for the Warrant Price hereunder or as a
    stockholder of Corning, whether such liability is asserted by
    Corning or by creditors of Corning.




    

    2








 







    Election
    to Purchase

    (To
    Be Executed Upon Exercise of Warrant)
    



 



    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 CORNING NATURAL GAS CORPORATION in the amount of
    $ _
    _
    in accordance with the terms hereof. The undersigned requests
    that a certificate for such shares be registered in the name
    of _
    _,
    whose address is
    _
    _
    and that such shares be delivered to
    _
    _
    whose address is
    _
    _.
    If said number of shares is less than all of the shares of
    Common Stock purchasable hereunder, the undersigned requests
    that a new Warrant Certificate representing the remaining
    balance of such shares be registered in the name of
    _
    _,
    whose address is
    _
    _,
    and that such Warrant Certificate be delivered to
    _
    _,
    whose address is
    _
    _.



 



    Signature:



 





 



    Date:
    _
    _








 



    Signature Guaranteed:



 



    Signature:
    _
    _








 



    IMPORTANT: The signature(s) should be guaranteed by an
    eligible guarantor institution (bank, stock broker, savings and
    loan association or credit union) with membership in an approved
    signature guarantee medallion program pursuant to Securities and
    Exchange Commission
    Rule 17Ad-15.




    

    3