exv4w3










Exhibit 4.3




					
	 	 	 	 	 
	No.                    
	 	PLANET BEACH FRANCHISING

CORPORATION 

Incorporated under the Laws of the State

of Delaware
	 	                     UNITS






UNITS EACH CONSISTING OF ONE SHARE OF COMMON STOCK

AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK




SEE REVERSE FOR CERTAIN DEFINITIONS



THIS CERTIFIES THAT                                          IS THE OWNER OF                      UNITS. Each Unit
(“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”),
of PLANET BEACH FRANCHISING CORPORATION, a Delaware corporation (the “Corporation”), and one
warrant (each, a “Warrant”) to purchase one (1) share of Common Stock at a price of $[                    ] per
share (subject to adjustment). Each Warrant will become exercisable as of [                    ], 2010, and
will expire on [                    ], 2013. The terms of the Warrants are governed by a warrant agreement
(the “Warrant Agreement”) between the Corporation and Registrar and Transfer Company, the
Corporation’s transfer agent, dated as of [                    ], 2010, as amended, restated or supplemented
from time to time, 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 will be on file at the office of Registrar and Transfer Company, 10 Commerce
Drive, Cranford, New Jersey 07016, and are available to any Warrant holder on written request and
without cost.



The Common Stock and Warrants will trade as a unit until [                    ], 2010, after which the
Warrants will be exercisable and the Common Stock and the Warrants will begin trading separately.



Units shall be governed by and interpreted in accordance with the internal laws of Louisiana,
without reference to principles of conflicts of law.



WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officers.




Dated:                     , 2010




	 	 	 	 	 

	 	 	 	 	 
	 

President
	 	PLANET BEACH FRANCHISING

CORPORATION
	 	 

Secretary
	 	 	 	 	 
	 
	 	CORPORATE SEAL	 	 
	 	 	 	 	 
	 
	 	Delaware	 	 










 









 










     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

	 	tenants by the entireties
	 	 	 	(Cust) (Minor)
	 

	 	as joint tenants with right of	 	 	 	 
	JT TEN

	 	survivorship and not as tenants in common
	 	 	 	Under Uniform Gifts to Minors Act:
	 
	 	
	 	 	 	 
	 

	 	 	 	 	 	(State)






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



PLANET BEACH FRANCHISING CORPORATION




     The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, option or other special rights of each class
of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the Units represented hereby are issued
and shall be held subject to the terms and conditions applicable to the securities underlying and
comprising the Units.


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 Corporation with full power of substitution in the premises.




	 	 	 	 	 	 	 
	 	 	 
	Dated 	 	 	By:  	 	 
	 
	 	 	 
	 	 	 	By:  	
 	 
	 	 	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER. 	 
	 



	 	 	 	 	 
	Signature(s) Guaranteed

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