EXHIBIT 4.3
UNIT CERTIFICATE
_________Units
DATA CONVERSION LABORATORY, INC.
ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK
EACH UNIT CONSISTING OF ONE COMMON SHARE,
$.01 PAR VALUE, AND ONE COMMON SHARE PURCHASE WARRANT
CUSIP No. 237616206
THIS CERTIFIES THAT
or registered assigns (the "Registered Holder") is the owner of the number of
Units specified above, each of which consists of one common share, $.01 par
value, of Data Conversion Laboratory, Inc. (the "Common Shares") and one Common
Share Purchase Warrant to purchase one Common Share (the "Warrant"). On or prior
to the Separation Time (as defined herein), the securities evidenced by this
certificate cannot be traded separately. Each Unit will automatically separate
into one Common Share and one Warrant as of the close of business on
______________________, 2002 [thirty days after the consummation of the initial
public offering of Units] (the "Separation Time"). The Common Shares and
Warrants comprising the Units shall be separately tradeable commencing on the
first day after the Separation Time on which The Nasdaq SmallCap Market is open
for trading. The Warrants comprising part of the Units are issued under and
pursuant to a certain Warrant Agreement dated as of ______________, 2002 (the
"Warrant Agreement"), between the Company and Continental Stock Transfer & Trust
Company, as Transfer Agent (the "Transfer Agent"), and are subject to the terms
and provisions contained therein and on the face of the certificates covered
thereby, to all of which terms and provisions the holder of this Unit
Certificate consents by acceptance hereof. The Warrant Agreement provides for
adjustment in the number of Common Shares to be delivered upon the exercise of
the Warrant evidenced hereby and to the exercise price of such Warrant in
certain events therein set forth. Subject to the foregoing, the number of
Warrants and the number of Common Shares comprising the Units are equal.
Copies of the Warrant Agreement are available for inspection at the
stock transfer office of the Transfer Agent and Registrar or may be obtained
upon written request addressed to Data Conversion Laboratory, Inc. at 184-13
Horace Harding Expressway, Fair Meadows, New York 11365, Attention: Chief
Financial Officer.
This Unit Certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company.
IN WITNESS WHEREOF, Data Conversion Laboratory, Inc. has caused this
Unit Certificate to be duly executed manually or in facsimile by two of its
officers thereunto duly authorized.
Dated: DATA CONVERSION LABORATORY, INC.
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By:
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President
Attest:
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Secretary
Countersigned
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
By:
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Authorized Signature
DATA CONVERSION LABORATORY, INC.
The Registered Holder hereby is entitled, at any time, to exchange the
Units represented by this Unit Certificate for Common Share Certificate(s)
representing one Common Share, for each Unit represented by this Unit
Certificate and one Warrant Certificate representing one Warrant, for each unit
represented by this Unit Certificate, upon surrender of this Unit Certificate to
the Transfer Agent and Registrar together with any documentation required by
such agent.
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FACE
HEREOF, AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE.
COPIES OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE
TRANSFER AGENT AND REGISTRAR, CONTINENTAL STOCK TRANSFER & TRUST COMPANY.
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
TEN ENT as tenants by the entireties
JT TEN as joint tenants with rights of survivorship and not as
tenants in common
COM PROP as community property
UNIF GIFT MIN ACT Custodian
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(Cust) (minor)
under Uniform Gifts to Minors Act
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(State)
UNIF TRF MIN ACT Custodian
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(Cust) (minor)
under Uniform Gifts to Minors Act 3
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(State)
FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned Registered Holder
( )
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(Please insert social security or other identification number of
Registered Holder)
hereby sells, assigns and transfers unto
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(Please Print Name and Address including Zip Code)
Units evidenced by the within Unit Certificate, and irrevocably constitutes and
appoints ______________________________________________________________________
attorney to transfer this Unit Certificate on the books of Data Conversion
Laboratory, Inc. with the full power of substitution in the premises.
Dated: __________________, ________
Signature: __________________________________
(Signature must conform in all respects to the name of Registered Holder as
specified on the face of this Unit Certificate in every particular, without
alteration or any change whatsoever, and the signature must be guaranteed in the
usual manner.)
Signatures Guaranteed:
__________________________________
The signatures should be guaranteed by an eligible institution (banks,
stockbrokers, savings and loan association and credit unions with membership in
an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15.