Exhibit 4.1a
[NATIONS EXPRESS LOGO]
NATIONS EXPRESS, INC.
Incorporated under the Laws of the State of North Carolina
CUSIP NUMBER 638576 20 7
See Reverse Side for Certain Definitions
THIS CERTIFIES THAT, FOR VALUE RECEIVED _____________________________ (the
"Registered Holder") is the owner of fully-paid and nonassessable Units
specified above, transferable only by the Registered Holder thereof in person or
by his or her duly authorized attorney, on surrender of this Unit Certificate
properly endorsed.
Each Unit consists of one share of common stock, no par value (the "Common
Stock") and one redeemable common stock purchase warrant (the "Warrant"), each
Warrant entitling the holder thereof to purchase one share of Common Stock at an
exercise price of $__ per share, subject to adjustment in certain events,
exercisable at any time during the period beginning on December __, 2001 and
ending on December __, 2006, unless earlier redeemed by the Company. The terms
of this Unit and the Warrants are governed by a Unit, Common Stock and Warrant
Agreement, dated as of November __, 2000 (the "Unit, Common Stock and Warrant
Agreement"), between the Company and First Union National Bank, as Agent, and
are subject to the terms and provisions contained therein. The Registered Holder
of this Unit Certificate consents to all of the terms and provisions contained
in the Unit, Common Stock and Warrant Agreement by acceptance hereof. Copies of
the Unit, Common Stock and Warrant Agreement are on file at the office of the
Agent at 1525 West W.T. Harris, Blvd., 3C3, Charlotte, North Carolina
28262-1153, and are available to any holder upon written request without cost.
This certificate is not valid unless countersigned and registered by the
Agent.
The Warrants and shares of Common Stock of the Company represented by this
Unit Certificate shall not be separately transferable until such time as
Schneider Securities, Inc., as representative of the several underwriters, shall
determine in its sole discretion (the "Separation Date"). On and after the
Separation Date, the Registered Holder of this Unit Certificate may surrender it
to the Agent at its corporate office specified in the Unit, Common Stock and
Warrant Agreement in exchange for the Warrants and shares of Common Stock
represented hereby. The Units represented by this Unit Certificate shall not be
transferable on and subsequent to the Separation Date. On and subsequent to the
Separation Date, the Warrants and shares of Common Stock represented by this
Unit Certificate shall only be separately transferred.
IN WITNESS WHEREOF, the Company has caused this Unit Certificate to be duly
executed, manually or by facsimile, by two of its officers thereunto duly
authorized and a facsimile of the corporate seal to be imprinted hereon.
Dated:
NATIONS EXPRESS, INC.
By:___________________________ By:_____________________________
President Chief Financial Officer
COUNTERSIGNED AND REGISTERED:
First Union National Bank (Charlotte, NC), Agent
BACK
NATIONS EXPRESS, INC.
This certificate certifies that for value received the Registered Holder
hereby is entitled, at any time commencing on the Separation Date, to exchange
each Unit represented by this Unit Certificate for Common Stock Certificates
representing one share of Common Stock for each Unit represented by this Unit
Certificate and Warrant Certificates representing one Warrant to purchase one
share of Common Stock for each Unit represented by this Unit Certificate upon
surrender of this Unit Certificate to the Agent at its corporate offices
specified in the Unit, Common Stock and Warrant Agreement together with any
documentation required by such Agent.
REFERENCE IS MANDE TO THE UNIT, COMMON STOCK AND WARRANT AGREEMENT REFERRED
TO ON THE FRONT SIDE HEREON AND THE TERMS AND PROVISIONS OF SUCH UNIT, COMMON
STOCK AND WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH ON THIS CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this Certificate shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _________ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act ______________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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shares
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of the Common stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
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Attorney
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to transfer the said stock on the books or the within named Corporation with
full power of substitution in the premises
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Dated
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NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular
without alteration or enlargement, or any change
whatever
Signature(s) Guaranteed
By:
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The signatures must be guaranteed by an eligible
guarantor institution with membership in an approved
signature guarantee medallion program, pursuant to S.E.C.
Rule 17A(d)-15/