Exhibit 4.6


 


	
  Number LU
  [     ]

  	
  Units
  [         ]

  



 


The
shares of Common Stock and Warrants which comprise each Unit are separately
transferable.  The shares of Common Stock
and Warrants which comprise each Unit may be evidenced by Common Stock
Certificates and Warrant Certificates to be issued to the holder of this Unit
Certificate upon surrender of this Unit Certificate to the Transfer Agent of
the Company.


 


LIGHTSPACE
CORPORATION


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


UNITS


CUSIP


THIS CERTIFIES THAT:


 


IS THE OWNER OF


 


Each Unit (“Unit”) consists of (i) eight
shares of Common Stock, par value $0.0001 per share, (ii) eight warrants to
purchase on e share of common stock at $1.00 per share (the “$1.00 Unit
Warrants”), (iii) two warrants to purchase one share of common stock at $1.25
per share (the “$1.25 Unit Warrants”) and (iv) two warrants to purchase one
share of common stock at $1.63 per share (the “$1.63 Unit Warrants”, and
collectively with the $1.00 Unit Warrants and the $1.25 Unit Warrants, the “Unit
Warrants”).  The Company will furnish to
each Unitholder who so requests, the designations, powers, preferences and
relative, participating, optional or other special rights, if any, of the
Company’s securities.  Each Unit Warrant
entitles the holder to purchase one share of Common Stock of the Company for
the applicable exercise price at any time until April 30, 2011 at 5:00 p.m.
Eastern Time.  Copies of the Warrant
Agreement are on file at the Company and are available to any Warrant Holder on
written request and without cost.


 


	
  DATED:

  	
  COUNTERSIGNED

  
	
   

  	
   

  	
  CONTINENTAL
  STOCK 

  
	
   

  	
   

  	
  TRANSFER
  & TRUST 

  
	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
  JERSEY
  CITY, NJ

  
	
   

  	
   

  	
  TRANSFER
  AGENT AND REGISTRAR

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Seal]

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  James Craig Louney

  	
   

  	
  /s/
  Gary Florindo

  
	
  ASSISTANT
  SECRETARY

  	
   

  	
  PRESIDENT

  
				



 


 


 

















 


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

  	
   

  
	
  TEN ENT — as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN — as joint tenants with right of
  survivorship 

  	
   

  	
  under Uniform Gifts to Minors

  
	
  and not as tenants in common

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  
							



 


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





                                                                                                                                                                                                            




	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
  INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Shares

  
	
  of the stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attorney 

  
	
  to transfer the said stock on the books of the within named
  Corporation with full power of substitution

  in the premises.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated _______________________

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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 WHATSOEVER.

  
						



 


 


THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON
REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS O FTHE SHARES OF EACH CLASS AND SERIES
AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE
AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND
TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY
CLASS OR SERIES.  SUCH REQUEST MAY BE
MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS
CERTIFICATE.


	
   

  



 


THE
SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.