exv4w3



 





Exhibit 4.3






			
	NUMBER
	 	UNITS
	 
	NITRU
	 	CUSIP 65480X 208






NITROSECURITY, INC.




UNIT CERTIFICATE




UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, $0.01 PAR VALUE

AND ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON



STOCK




THIS CERTIFIES THAT




			
	 
	is the owner of
	 	Units.






Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.01 per share (“Common
Stock”), of NitroSecurity, Inc., a Delaware corporation (the “Company”), and one (1) redeemable
warrant (a “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock
at an exercise price of $[____] [150% of the IPO price of the Units] per share. The Common Stock
and Warrants comprising the Units represented by this certificate will begin separate trading on
[___], 2007 [the 30th calendar day following the date of the prospectus or the first
trading day thereafter if the 30th day falls on a weekend or is a holiday]. Once
separate trading in the Common Stock and Warrants begins, trading in the Units will cease, and the
Units will be delisted. Each Warrant will become exercisable on [___], 2007 [the 30th
calendar day following the date of the prospectus or the first trading day thereafter if the
30th day falls on a weekend or is a holiday] and will expire unless exercised before
5:00 p.m., Eastern Time, on [_____], 2012 [five years from the date of the prospectus] or earlier
upon redemption. The terms of the Warrants are governed by a Warrant Agreement, dated as of
[____], 2007 between the Company and American Stock Transfer & Trust Company as Warrant Agent, and
are subject to the terms and provisions contained therein, all of which terms and provisions the
holder of this certificate consents to by acceptance hereof.




Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 59 Maiden Lane,
New York, New York 10038, and are available to any Warrant holder on written request and without
cost.




This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the
Company.




Witness the facsimile seal of the Company and the facsimile signature of its duly authorized
officers.




 









 








Dated:_____________________




	 	 	 	 	 	 	 
	Countersigned:

	 	NitroSecurity, Inc.
	 	 
	AMERICAN STOCK

	 	STATE OF DELAWARE
	 	President
	TRANSFER

	 	CORPORATE
	 	 
	& TRUST COMPANY

	 	SEAL
	 	 
	 

	 	 	2005	 	 	 
	As Warrant Agent
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Authorized Officer

	 	 	 	 	 	Secretary






 









 






NitroSecurity, Inc.




The Registered Holder hereby is entitled, at any time after the separate trading date (as set forth
on the face hereof) to exchange the Units represented by this Unit Certificate for Common Stock
Certificate(s) representing one (1) share of Common Stock for each Unit represented by this Unit
Certificate, upon surrender of this Unit Certificate to the Warrant 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 WARRANT AGENT




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
	 	 	 	under Uniform Gifts to
	 

	 	entireties
	 	 	 	Minors Act ___
	JT TEN -

	 	as joint tenants with right
	 	 	 	                     (State)
	 

	 	of survivorship and not	 	 	 	 
	 

	 	as tenants in common
	 	UNIF TRANS MIN ACT -
	 	___Custodian until age___
	 

	 	 	 	 	 	(Cust)                      (Minor)
	 

	 	 	 	 	 	under Uniform Transfer to
	 

	 	 	 	 	 	Minors Act ___
	 

	 	 	 	 	 	                     (State)





Additional abbreviations may also be used though not in the above list.




FORM OF ASSIGNMENT




(TO BE SIGNED ONLY UPON ASSIGNMENT)




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)






 


 




_____________________ Units represented by the within certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said Units on the books of the within named Company
will 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.






Signature(s) Guaranteed:




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS OR CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.