Specimen Warrant Certificate




 Exhibit 4.3 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF PRIOR TO THE DATE THAT IS 180 DAYS AFTER THE DATE UPON WHICH RAYCLIFF ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS
BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. 
 SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON
EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. 
  

			
	Number	 	Warrants

 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 
 5:00 P.M. NEW YORK CITY TIME,
                    , 2012 
 RAYCLIFF ACQUISITION CORP. 
 Incorporated Under the Laws of the State of Delaware 
 CUSIP [                    ] 

Warrant Certificate 
 This Warrant
Certificate certifies that                     , or registered assigns, is the registered holder of
                     warrants (as adjusted, the “Warrants”) to purchase shares of Common Stock, $0.0001 par value (the
“Common Stock”), of Raycliff Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to
below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below, at the exercise price (the “Exercise Price”) as
determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below,
subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 
 Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants
are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $7.50 per share. The Exercise Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement. 








 Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant
Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void. 
 Reference is hereby made to the
further provisions of this Warrant Certificate set forth in this Warrant Certificate and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This Warrant Certificate shall not be valid until execution of the Warrant Agreement by the Company and the Warrant Agent. In addition, this Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 
 This Warrant Certificate shall be governed and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. 
 The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement effective as of
                    , 2008 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to
for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the
registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement. 
 Warrants may be exercised at any time during the Warrant Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the
Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” if permitted or required by the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant. 
 Notwithstanding anything else in this
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (ii) a prospectus
thereunder relating to the Warrant Shares is current. In no event shall the Company be required to issue unregistered shares upon the exercise of any Warrant, unless such Warrant is an Insider Warrant (as defined in the Warrant Agreement).

 The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round up or down to the nearest whole number of
shares of Common Stock to be issued to the Warrant holder. 
 Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant
Agent by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of 









 
Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection therewith. 
 The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the
Company. 
 The Company may call the Warrants, other than the Insider Warrants held by the Sponsor or a Permitted Transferee, for redemption, in whole and
not in part, at a price of $0.01 per Warrant, upon not less than 30 days prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a) of the Warrant Agreement, if,
and only if, (i) the Closing Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to the Warrant holders and (ii) at all
times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant shares is
available. If the Company elects to call the Warrants for redemption, it may require all holders that wish to exercise Warrants to do so on a cashless basis as described in Section 6(c) of the Warrant Agreement. 
 [Signature page follows] 








 IN WITNESS WHEREOF, the undersigned have executed this Warrant Certificate as of the date hereof.

  

			
	RAYCLIFF ACQUISITION CORP.
		
	By:	 	 
	Name:	 	 
	Title:	 	President
		
	By:	 	 
	Name:	 	 
	Title:	 	Secretary


 Countersigned: 
 Dated:                                 , 2008 
 CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 
 as Warrant Agent 

 

			
	By	 	 
		 	Authorized Signatory









 Election to Purchase 
 (To Be Executed Upon Exercise Of Warrant) 
 The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive                      shares of Common Stock and herewith tenders payment for such shares
to the order of Raycliff Acquisition Corp. in the amount of $             in accordance with the terms hereof. The undersigned requests that a certificate for such shares be
registered in the name of
                                        ,
whose address is
                                        
and that such shares be delivered to
                                        
whose address is
                                        .
If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of
                                , whose address is
                                        ,
and that such Warrant Certificate be delivered to
                                        ,
whose address is                                 . 
 In the event that the Warrant has been called for redemption by the Company pursuant to Section 6(b) of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6(b) of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 6(c) of the Warrant Agreement. 
 In the event that the Warrant is an Insider Warrant (as defined in the Warrant Agreement), this Warrant may be exercised, to the extent allowed by the
Warrant Agreement, through cashless exercise pursuant to Section 6(c) of the Warrant Agreement, in which case (i) the number of shares that this Warrant is exercisable for would be determined in accordance with Section 6(c) of the
Warrant Agreement and (ii) the holder hereof will complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of Section 6(c) of
the Warrant Agreement, to receive                      shares of Common Stock. If said number of shares is less than all of the shares of
Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of
                                , whose address is
                                        ,
and that such Warrant Certificate be delivered to
                                        ,
whose address is                                 . 
  

					
	 Date:                    ,
20    
	 		 	  

		 		 	(Signature)
			
		 		 	  

		 		 	  

		 		 	  

		 		 	(Address)
			
		 		 	  

		 		 	(Tax Identification Number)

 Signature Guaranteed: 

	
	  


 THE SIGNATURE(S) SHOULD 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).