Exhibit 4.3


 



		
	NUMBER__________-  	 	 	_____ WARRANTS  	 	 






(SEE REVERSE SIDE FOR LEGEND)


THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO


5:00 P.M. NEW YORK CITY TIME, _________, 2011


ENTERPRISE ACQUISITION CORP.


CUSIP________


WARRANT



THIS CERTIFIES THAT, for value received  is the
registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City
time, on __________, 2011 (the “Warrant”) to purchase one fully paid and
non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of
Enterprise Acquisition Corp., a Delaware corporation (the “Company”), for each
Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, commencing on the later of (i) the
Company’s completion of a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination and (ii)
_________, 2008, such number of Shares of the Company at the price of $7.50 per
share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company, but only subject to the conditions set forth herein and in
the Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company. The Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant and shall have no obligation to settle a
Warrant exercise unless a registration statement under the Securities Act of
1933, as amended, (the “Act”) with respect to the Common Stock is
effective, subject to the Company satisfying its obligations under
Section 7.4 of the Warrant Agreement to use its best efforts. In the event
that a registration statement with respect to the Common Stock underlying a
Warrant is not effective under the Act, the holder of such Warrant shall not be
entitled to exercise such Warrant and such Warrant may have no value and expire
worthless. In no event will the Company be required to net cash settle the
warrant exercise. The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Shares purchasable hereunder,
set forth on the face hereof, may, subject to certain conditions, be adjusted.
The term Warrant Price as used in this Warrant Certificate refers to the price
per Share at which Shares may be purchased at the time the Warrant is
exercised.



No fraction of a Share will be issued upon any exercise of a Warrant. If the
holder of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up or down
to the nearest whole number the number of Shares to be issued to such
holder.



Upon any exercise of the Warrant for less than the total number of full Shares
provided for herein, there shall be issued to the registered holder hereof or
the registered holder’s assignee a new Warrant Certificate covering the number
of Shares for which the Warrant has not been exercised.



Warrant Certificates, when surrendered at the office or agency of the Warrant
Agent by the registered holder hereof in person or by 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 and evidencing in the
aggregate a like number of Warrants.



Upon due presentment for registration of transfer of the Warrant Certificate at
the office or agency 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 in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.



The Company and the Warrant Agent may deem and treat the registered holder as
the absolute owner 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 registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.



This Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.



The Company reserves the right to redeem the Warrant at any time prior to its
exercise, with a notice of redemption in writing to the holder of record of the
Warrant, giving 30 days’ notice of such redemption at any time after the Warrant
becomes exercisable and prior to its expiration if the last sale price of the
Shares has been equal to or greater than $14.25 per share on each of 20 trading
days within any 30 trading day period ending on the third business day prior to
the date on which notice of such redemption is given. The redemption price of
the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or
tendered back to the Company by the end of the date specified in the notice of
redemption shall be canceled on the books of the Company and have no further
value except for the $0.01 redemption price.


 



	
            By:                                            
            
 	
            By:                                            
            
 
	
             
 	
            Secretary
 	
            Chairman of the Board
 	
             

					



 


 


CONTINENTAL STOCK TRANSFER


& TRUST COMPANY, as Warrant Agent


 


By:                                            
            


 


 



	
            
 	
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SUBSCRIPTION FORM


To Be Executed by the Registered Holder in Order to Exercise Warrants


The undersigned Registered Holder irrevocably elects to exercise ________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 






(PLEASE TYPE OR PRINT NAME AND ADDRESS)






 






(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to                                           
                                          
                                          



 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)






 


and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:



Dated:________________


 


                                          
                              


(SIGNATURE)


 


                                          
                              


 


                                          
                              


(ADDRESS)


 


                                          
                              


(TAX IDENTIFICATION NUMBER)


 


ASSIGNMENT


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For Value Received, _________________ hereby sell, assign, and transfer unto


 






(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 






(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to                                          
                                          
                                          



 


 



	
            
 	
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


___________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint ________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.



Dated:________________


                                          
                              


(SIGNATURE)


 


THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT 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 THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


 


 


 



	
            
 	
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