Exhibit 4.4  


WARRANT AGREEMENT



Agreement made as of _____________________, 2007 between Enterprise Acquisition
Corp., a Delaware corporation, with offices at 6800 Broken Sound Parkway, Boca
Raton, Florida 33487 (“Company”), and Continental Stock Transfer & Trust
Company, a New York corporation, with offices at 17 Battery Place, New York, New
York 10004 (“Warrant Agent”).



WHEREAS, the Company has received binding commitments from Staton Bell Blank
Check LLC (the “Insider”) to purchase an aggregate of 6,000,000 warrants
(“Insider Warrants”); and



WHEREAS, the Company is engaged in a public offering (“Public Offering”) of
Units and, in connection therewith, has determined to issue and deliver up to
28,750,000 Warrants to the public investors (“Public Warrants” and, together
with the Insider Warrants, the “Warrants”), each of such Warrants evidencing the
right of the holder thereof to purchase one share of the Company’s common stock,
par value $.0001 per share (“Common Stock”), for $7.50, subject to adjustment as
described herein; and



WHEREAS, the Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1, No. 333- (“Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Warrants and the Common Stock issuable upon exercise of
the Warrants; and



WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;
and



WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and



WHEREAS, all acts and things have been done and performed which are necessary to
make the Warrants, when executed on behalf of the Company and countersigned by
or on behalf of the Warrant Agent, as provided herein, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of
this Agreement.



NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:


1.            Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



	
            2.
 	
            Warrants.
 



2.1.         
Form of Warrant. Each Warrant shall be issued in
registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and 


 





 










 


 



shall be signed by, or bear the facsimile signature of, the Chairman of the
Board or Chief Executive Officer and Treasurer or Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is
issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance.


2.2.        
Effect of Countersignature. Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder
thereof.



	
             
 	
            2.3.
 	
            Registration.
 



2.3.1.     
Warrant Register. The Warrant Agent shall maintain books
(“Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the
Company.


2.3.2.     Registered Holder.
 Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register
(“registered holder”), as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


2.4.        
Detachability of Warrants. The securities comprising the
Units will not be separately transferable until 90 days after the date hereof
unless Ladenburg Thalmann & Co. Inc. (“Ladenburg”) informs the Company of
its decision to allow earlier separate trading, but in no event will Ladenburg
allow separate trading of the securities comprising the Units until the Company
files a Current Report on Form 8-K which includes an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the
Underwriter’s over-allotment option, if the over-allotment option is exercised
prior to the filing of the Form 8-K.


2.5.        Insider Warrants.
 The Insider Warrants will be issued in the same form as
the Public Warrants but they (i) will not be transferable or salable until the
later of ___________, 2008 or the date on which the Company completes a business
combination and (ii) will be exercisable on a cashless basis and will not be
redeemable by us if they are still held by the Insiders or their
affiliates.



	
            3.
 	
            
Terms and Exercise of Warrants.





3.1.         
Warrant Price. Each Warrant shall, when countersigned by
the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Warrant Agreement, to purchase from the
Company the number of shares of Common Stock stated 


 





 










 


 



therein, at the price of $7.50 per whole share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The
term “Warrant Price” as used in this Warrant Agreement refers to the price per
share at which Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date for a period of not less than 10 business days; provided,
however, that any such reduction shall be identical in percentage terms among
all of the Warrants.


3.2.        Duration of Warrants
. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of (i) the consummation by the
Company of a merger, capital stock exchange, asset acquisition or other similar
business combination (“Business Combination”) (as described more fully in the
Company’s Registration Statement) and (ii) __________, 2008, and terminating at 5:00 p.m., New York City time on the
earlier to occur of (i) 2011 or (ii) the date fixed for redemption of the
Warrants as provided in Section 6 of this Agreement (“Expiration Date”). Except
with respect to the right to receive the Redemption Price (as set forth in
Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided, however, that the
Company will provide notice to registered holders of the Warrants of such
extension of not less than 20 days.



	
             
 	
            3.3.
 	
            Exercise of Warrants.
 



3.3.1.     Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,
when countersigned by the Warrant Agent, may be exercised by the registered
holder thereof by surrendering it, at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, in the Borough of Manhattan, City and
State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, as follows:


(a)          
in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


(b)          
with respect to any Insider Warrants, by surrendering such Insider Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the exercise price of the Warrants and the
“Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for
purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the
average reported last sale price of the Common Stock for the five trading days
ending on the trading day prior to the date on which the Insider Warrants are
exercised.


3.3.2.     Issuance of Certificates.
 As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price, the Company shall issue
to the registered holder of such Warrant a certificate or certificates for the
number of full shares 


 





 










 


 



of Common Stock to which he is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new countersigned Warrant for the number of shares as to which such
Warrant shall not have been exercised. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Public Warrant and shall have no obligation to settle such Public
Warrant exercise unless a registration statement under the Act with respect to
the Common Stock is effective, subject to the Company’s satisfying its
obligations under Section 7.4 to use its best efforts. In the event that a
registration statement with respect to the Common Stock underlying a Public
Warrant is not effective under the Act, the holder of such Public 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. Public Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise would be
unlawful. The shares of common stock issuable upon exercise of Insider Warrants
shall be unregistered shares. In the event that a registration statement is not
effective for the exercised Public Warrants, the purchaser of a unit containing
such Warrant, will have paid the full purchase price for the unit solely for the
shares included in such unit.


3.3.3.     Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


3.3.4.     Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.



	
             
 	
            3.3.5.
 	
            Intentionally Omitted.
 
	
            4.
 	
            Adjustments.
 	
             

					



4.1.         
Stock Dividends — Split—Ups. If after the date
hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a split—up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend,
split—up or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Common Stock.


4.2.        
Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 4.6, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of Common Stock or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.


 





 










 


 


4.3.        
Adjustments in Exercise Price. Whenever the number of
shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be
adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately
thereafter.


4.4.        
Replacement of Securities upon Reorganization, etc. In
case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
solely affects the par value of such shares of Common Stock), or in the case of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


4.5.         
Notices of Changes in Warrant. Upon every adjustment of
the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any
such event, the Company shall give written notice to each Warrant holder, at the
last address set forth for such holder in the warrant register, of the record
date or the effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such
event.


4.6.         
No Fractional Shares. Notwithstanding any provision
contained in this Warrant Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment
made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up or down to the nearest whole
number the number of the shares of Common Stock to be issued to the Warrant
holder.


 





 










 


 


4.7.         
Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares
as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.



	
            5.
 	
            
Transfer and Exchange of Warrants.
 



5.1.        
Registration of Transfer. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by
the Warrant Agent to the Company from time to time upon request.


5.2.         
Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants as requested by the registered holder of the Warrants
so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive
legend.


5.3.         
Fractional Warrants. The Warrant Agent shall not be
required to effect any registration of transfer or exchange which will result in
the issuance of a warrant certificate for a fraction of a warrant.


5.4.         Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


5.5.         Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.



	
            6.
 	
            Redemption.
 



6.1.        
Redemption. Not less than all of the outstanding Public
Warrants may be redeemed, at the option of the Company, at any time while they
are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2, at the price of $.01 per
Public Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been at least $14.25 per share, on each of twenty (20) trading
days within 


 





 










 


 



any thirty (30) trading day period ending on the third business day prior to the
date on which notice of redemption is given.


6.2.        
Date Fixed for, and Notice of Redemption. In the event
the Company shall elect to redeem all of the Public Warrants, the Company shall
fix a date for the redemption. Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than 30 days prior to the
date fixed for redemption to the registered holders of the Public Warrants to be
redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such
notice.


6.3.        
Exercise After Notice of Redemption. The Public Warrants
may be exercised, for cash at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the time
and date fixed for redemption. On and after the redemption date, the record
holder of the Public Warrants shall have no further rights except to receive,
upon surrender of the Public Warrants, the Redemption Price.



	
             
 	
            6.4.
 	
            Intentionally Omitted.
 	
             

	
            7.
 	
            
Other Provisions Relating to Rights of Holders of Warrants.
 



7.1.         
No Rights as Stockholder. A Warrant does not entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other
distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.


7.2.        
Lost, Stolen, Mutilated, Destroyed Warrants. If any
Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their
discretion impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor, and date as
the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.


7.3.        
Reservation of Common Stock. The Company shall at all
times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Agreement.


7.4.        
Registration of Common Stock. The Company agrees that
prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post—effective amendment to the
Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall use its best efforts to take such action as is
necessary to qualify for sale, in those states in which the Warrants were
initially offered by the Company, the Common Stock issuable upon exercise of the
Warrants. In either case, the Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance 


 





 










 


 



with the provisions of this Agreement. The provisions of this Section 7.4 may
not be modified, amended or deleted without the prior written consent of
Ladenburg. 



	
            8.
 	
            
Concerning the Warrant Agent and Other Matters.
 



8.1.         Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.



	
             
 	
            8.2.
 	
            
Resignation, Consolidation, or Merger of Warrant Agent.
 



8.2.1.     
Appointment of Successor Warrant Agent. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County
of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


8.2.2.     Notice of Successor Warrant Agent.
 In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.


8.2.3.     
Merger or Consolidation of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.


 





 










 


 


 



	
             
 	
            8.3.
 	
            Fees and Expenses of Warrant Agent.
 



8.3.1.     Remuneration. 
The Company agrees to pay the Warrant Agent reasonable remuneration for its
services as such Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


8.3.2.     Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this
Agreement.



	
             
 	
            8.4.
 	
            Liability of Warrant Agent.
 



8.4.1.     Reliance on Company Statement.
 Whenever in the performance of its duties under this Warrant
Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President or Chairman of the
Board of the Company and delivered to the Warrant Agent. The Warrant Agent may
rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Agreement.


8.4.2.     Indemnity.
 The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct, or bad faith.


8.4.3.     
Exclusions. The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


8.5.        
Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account
promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent
for the purchase of shares of Common Stock through the exercise of Warrants. 9.
Miscellaneous Provisions.


 





 










 


 


8.6.         Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.


8.7.         Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


Enterprise Acquisition Corp.


6800 Broken Sound Parkway


Boca Raton, Florida 33387 


Attn: Chief Executive Officer


Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


Continental Stock Transfer & Trust Company 


17 Battery Place


New York, New York 10004


Attn: Compliance Department


with a copy in each case to:


Akerman Senterfitt


One SE Third Avenue


25th Floor


Miami, Florida 33131


Attn: Bradley D. Houser, Esq.


 


and


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174 


Attn: David Alan Miller, Esq.


and


Ladenburg Thalmann & Co. Inc.


4400 Biscayne Blvd.


14th Floor


 





 










 


 


Miami, Florida 33137


Attn: James Cassel


8.8.        Applicable law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


8.9.         Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants and, for the purposes of Sections 7.4 and 9.2 hereof, Ladenburg, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Ladenburg shall be deemed to be a third—party beneficiary of this Agreement with respect to Sections 7.4 and 9.2 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and Ladenburg with respect to the Sections 7.4 and 9.2 hereof) and their successors and assigns and of the registered holders of the Warrants.


8.10.      Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


8.11.      Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


8.12.      Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.


8.13.      Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase 


 





 










 


 


the Warrant Price or shorten the Exercise Period, shall require the written consent of the registered holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.


IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


ENTERPRISE ACQUISITION CORP.


By:                                          
                                      


Name: Daniel C. Staton


Title: President and Chief Executive Officer


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY 


By:                                          
                                      



	
             
 	
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