EX-99.D.6 8 c23280_ex99-d6.txt UNIT CERTIFICATE NUMBER THE UNITS REPRESENTED BY THIS UNITS CERTIFICATE WILL EXPIRE AT THE CESSATION OF TRADING AT THE DISCRETION OF THE REPRESENTATIVE AFTER EXPIRATION OF THIRTY DAYS FROM ISSUANCE. AMERITRANS CAPITAL CORPORATION UNIT CERTIFICATE CUSIP 03073H 30 6 EACH UNIT IS COMPRISED OF ONE SHARE OF COMMON STOCK, ONE SHARE OF 9 3/8% PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES A AND ONE WARRANT. -------------------------------------------------------------------------------- This certifies that -------------------------------------------------------------------------------- or registered assigns is the registered holder (the "Holder") of the above number of units (the "Units"), each Unit consisting of one share of common stock, $.0001 par value (the "Common Stock"), one share of 9 3/8% Participating Cumulative Preferred Stock, Series A at a face value of $12.00, par value $.01 per share, (the "Participating Cumulative Preferred Stock"), and one Common Stock Purchase Warrant (the "Warrant") to purchase one share of the Common Stock of Ameritrans Capital Corporation, a Delaware corporation (the "Corporation"), at $6.70 per share, subject to adjustment. The Warrants shall become exercisable on (the "Initial Exercise Date") and expire on THE COMMON STOCK, PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES A AND WARRANT CONSTITUTING A UNIT ARE NOT SEPARATELY TRANSFERABLE UNTIL THIRTY (30) DAYS AFTER THE INITIAL EXERCISE DATE. UNTIL THIRTY (30) DAYS AFTER THE INITIAL EXERCISE DATE (THE "SEPARATION DATE"), THE COMMON STOCK, PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES A, AND THE WARRANT CONSTITUTING A UNIT ARE TRANSFERABLE ONLY BY THE TRANSFER OF THIS UNIT CERTIFICATE ON THE SEPARATION DATE, WITHOUT ANY ACTION REQUIRED OF THE HOLDERS, THE CORPORATION, OR OTHER PARTIES, THIS UNIT CERTIFICATE MAY BE CANCELLED AT THE DISCRETION OF THE REPRESENTATIVE OF THE UNDERWRITERS (THE "REPRESENTATIVE"), AND THE HOLDER OF THE UNITS REPRESENTED BY THIS UNIT CERTIFICATE SHALL RECEIVE ONE SHARE OF COMMON STOCK, ONE SHARE OF PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES A, AND ONE WARRANT FOR EACH UNIT REPRESENTED HEREBY. The Cumulative Preferred Stock Series A underlying the Units are subject in all respects to the terms and conditions set forth in the Certificate of Designations of the Participating Cumulative Preferred Stock Series A (the "Certificate of Designations"), dated as of , 2002. The Warrants underlying the Units are subject in all respects to the terms and conditions set forth in the warrant agreement between the Corporation and Continental Stock Transfer & Trust Company as warrant agent (the "Agent"), dated as of , 2002 (the "Warrant Agreement").Copies of the Certificate of Designations and the Warrant Agreement are on file at the office of the Agent at 17 Battery Place South, 8th Floor, New York, New York 10004, and will be provided to the Holder without charge upon request. The Corporation can redeem the Warrants, in whole or in part, for $0.10 per Warrant at any time after the Initial Exercise Date on not less than thirty (30) days'notice, if the closing price of the Common Stock exceeds $8.70 per share for twenty (20) consecutive trading days. As soon after the Separation Date as is practicable, the Corporation shall cause the Agent to mail or otherwise deliver to the Holder at the close of business on the Separation Date, at the Holder's address as shown on the Unit register of the Company, a certificate or certificates (registered in the name of such Holder) for the shares of Common Stock, Participating Preferred Stock, and Warrants to which such Holder is entitled. By accepting a Unit Certificate bearing this endorsement and as part of the consideration for the issuance of this Unit Certificate, each Holder shall be bound by all the terms and provisions of the Certificate of Designations and the Warrant Agreement as fully and as effectively as if the Holder had signed the same. The Unit Certificate shall not be valid unless countersigned by the Agent. IN WITNESS WHEREOF, the Corporation has caused this Unit Certificate to be signed manually or by facsimile by two of its officers and a facsimile of its corporate seal to be imprinted herein. AMERITRANS CAPITAL CORPORATION /s/ Gary C. Granoff ------------------------------ Gary C. Granoff, President /s/ Margaret Chance [SEAL] ------------------------------ Margaret Chance, Secretary DATED COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 17 Battery Place South - 8th Floor New York, New York 10004 By: ------------------------------ AMERITRANS CAPITAL CORPORATION The Corporation will furnish without charge to each securityholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of shares or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 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 right of survivorship and not as tenants in common UNIF GIFT MIN ACT- ______ Custodian_______ (Cust) (Minor) under Uniform Gifts to Minors Act_________________________ (State) UNIF TRAN MIN ACT-______Custodian______ (Cust) (Minor) under Uniform Gifts to Minors 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) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ---------------------------------------------------------------------------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 ----------------------------- -------------------------------------- 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 WHATSOEVER. SIGNATURE(S) GUARANTEED: -------------------------------------- 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. KEEP THIS CERTIFICATE IN A SAFE PLACE.IF IT IS LOST,STOLEN,MUTILATED OR DESTROYED,THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.