Exhibit
4.3


 


WARRANT
CERTIFICATE


THIS WARRANT CERTIFICATE (I) CANNOT BE
TRANSFERRED OR EXCHANGED UNTIL THE DATE (THE “DETACHMENT DATE”) ESTABLISHED FOR
SEPARATION FROM THE SHARES TO WHICH THIS WARRANT IS ATTACHED EXCEPT AS PART OF
A UNIT OF SHERMEN WSC ACQUISITION CORP. AND (II) CANNOT BE EXERCISED IN
WHOLE OR IN PART UNTIL THE LATER OF THE COMPANY’S COMPLETION OF A BUSINESS
COMBINATION OR [one year from date of prospectus],
2007.


EXERCISABLE ONLY IF COUNTERSIGNED BY
THE WARRANT

AGENT AS PROVIDED HEREIN.


Warrant Certificate evidencing


Warrants to Purchase Common Stock, par value $.0001, as
described herein.


Shermen WSC Acquisition Corp.


	
  No.
  [       ]

  	
  CUSIP
  No. [                                    ]

  



VOID AFTER 5:00 P.M., NEW YORK CITY TIME,

ON [four years from date of prospectus],
2010, OR UPON EARLIER REDEMPTION


This certifies that [Name of
holder], or its registered assigns, is the registered holder of [number of warrants] warrants to purchase certain securities
(each a “Warrant”).  Each
Warrant entitles the holder thereof, subject to the provisions contained herein
and in the Warrant Agreement (as defined below), to purchase from Shermen WSC
Acquisition Corp., a Delaware corporation (the “Company”), one share of the Company’s Common Stock (each a “Share”), at the Exercise Price set forth
below.  The exercise price of each Warrant (the “Exercise Price”) shall be $5.00* initially,
subject to adjustments as set forth in the Warrant Agreement (as defined
below).


Subject to the terms of the Warrant Agreement, each
Warrant evidenced hereby may be exercised in whole, but not in part, at any
time, as specified herein, on any Business Day (as defined below) occurring
during the period (the “Exercise Period”)
commencing on the later of the Company’s completion of a Business Combination
(as defined below) or [one year from date of
prospectus], 2007 and ending at 5:00 P.M., New York City time,
on [four years from date of prospectus],
2010 (the “Expiration Date”). 
Each Warrant remaining unexercised after 5:00 P.M., New York City time on
the Expiration Date shall become void, and all rights of the holder of this
Warrant Certificate evidencing such Warrant shall cease.


The holder of the Warrants represented by this Warrant
Certificate may exercise any Warrant evidenced hereby by delivering, not later
than 5:00 P.M., New York City time, on any Business Day during the
Exercise Period (the “Exercise Date”)
to Continental Stock Transfer & Trust Company (the “Warrant Agent”, which term includes any
successor warrant agent under the Warrant Agreement described below) at its
corporate trust department at 17 Battery Place, New York, NY 10004, (i) this
Warrant Certificate and the Warrants to be exercised (the “Book-Entry Warrants”) free on the records
of The Depository Trust Company (the “Depository”)
to an account of the Warrant Agent at the Depository designated for such
purpose in writing by the Warrant Agent to the Depository, (ii) an election to
purchase (“Election to Purchase”),
properly executed (A) by the holder hereof on the reverse of this Warrant
Certificate or (B) properly executed by the institution in whose account the
Warrant is recorded on the records of the Depository (the “Participant”) substantially in the form
included on the reverse of hereof, as applicable and (iii) the Exercise
Price for each Warrant to be exercised in lawful money of the United States of
America by certified or official bank check or by bank wire transfer in
immediately available funds.  If any of (a) this Warrant Certificate or
the Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise
Price therefor, is received by the Warrant Agent after 5:00 P.M., New York
City time, the Warrants will be deemed to be received and exercised on the
Business Day next succeeding the date such items are received and such date
shall be the Exercise Date for purposes hereof.  If the date such items
are received is not a Business Day, the Warrants will be deemed to be received
and exercised on the next succeeding day which is a Business Day and such date shall
be the Exercise Date. If the Warrants to be exercised are received or deemed to
be received after the Expiration Date, the exercise thereof will be null and
void and any funds delivered to the Warrant Agent will be returned to the
holder as soon as practicable.  In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an 


*              The Exercise Price of 1,400,000 Warrants underlying
700,000 Units granted to CRT Capital Group LLC pursuant to the $100 purchase
option shall be $6.25.


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exercise or attempted exercise of Warrants.  The
validity of any exercise of Warrants will be determined by the Warrant Agent in
its sole discretion and such determination will be final and binding upon the
holder of the Warrants and the Company.  Neither the Warrant Agent nor the
Company shall have any obligation to inform a holder of Warrants of the
invalidity of any exercise of Warrants.


As used herein, the term “Business Day” means any day that is not a Saturday or Sunday
and is not a United States federal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to
close in New York City.


As used herein, the term “Business Combination” shall mean the acquisition by the
Company, whether by merger, capital stock exchange, asset acquisition or stock
purchase or other similar business combination of an operating business (the “Target Business”) having, a fair market
value (as calculated in accordance with the Company’s Amended and Restated
Certificate of Incorporation) at least equal to 80% of the Company’s net assets
at the time of such merger, capital stock exchange, asset acquisition or stock
purchase or other similar business combination.


Warrants may be exercised only in whole numbers of
Warrants.  No fractional shares of Common Stock are to be issued upon the
exercise of any Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number.  If fewer than all
of the Warrants evidenced by this Warrant Certificate are exercised, a new
Warrant Certificate for the number of Warrants remaining unexercised shall be
executed by the Company and countersigned by the Warrant Agent as provided in
Section 2 of the Warrant Agreement, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as
otherwise specified by such registered holder.


This Warrant Certificate is issued under and in
accordance with the Warrant Agreement, dated as of [                  ],
2006 (the “Warrant Agreement”),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate and the beneficial owners of
the Warrants represented by this Warrant Certificate consent by acceptance
hereof.  Copies of the Warrant Agreement are on file and can be inspected
at the above-mentioned office of the Warrant Agent and at the office of the
Company at c/o The Shermen Group, 1251 Avenue of the Americas, Suite 900, New
York, New York  10020.


At any time during the Exercise Period, the Company
may, at its option, redeem all (but not part) of the then outstanding Warrants
upon giving notice in accordance with the terms of the Warrant Agreement (the “Redemption Notice”), at the price of $0.01
per Warrant (the “Redemption Price”);
provided, that the last sales price of the Shares has been at least $8.50
per Share for any twenty (20) trading days within a thirty (30) consecutive
trading day period ending on the third Business Day prior to the date on which
the Redemption Notice is given.  In the event the Company shall elect to
redeem all of the then outstanding Warrants, the Company shall fix a date for
such redemption (the “Redemption Date”);
provided, that such date shall occur prior to the expiration of the
Exercise Period.  The Warrants may be exercised in accordance with the
terms of this Agreement at any time after a Redemption Notice shall have been
given by the Company; provided, however, that no Warrants may be
exercised subsequent to the expiration of the Exercise Period; provided,
further, that all rights whatsoever with respect to the Warrants shall
cease on the Redemption Date, other than to the right to receive the Redemption
Price.


The accrual of dividends, if any, on the Shares issued
upon the valid exercise of any Warrant will be governed by the terms generally
applicable to such Shares.  From and after the issuance of such Shares,
the former holder of the Warrants exercised will be entitled to the benefits
generally available to other holders of Shares and such former holder’s right
to receive payments of dividends and any other amounts payable in respect of
the Shares shall be governed by, and shall be subject to, the terms and
provisions generally applicable to such Shares.


The Exercise Price and the number of Shares
purchasable upon the exercise of each Warrant shall be subject to adjustment as
provided pursuant to Section 4 of the Warrant Agreement.


Prior to the Detachment Date, the Warrants represented
by this Warrant Certificate may be exchanged or transferred only together with
the Shares to which such Warrant is attached (together, a “Unit”), and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Unit. 
Additionally, prior to 


 


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the Detachment Date, each transfer of such Unit on the
register of the Units shall operate also to transfer the Warrants included in
such Units.  From and after the Detachment Date, the above provisions
shall be of no further force and effect.  Upon due presentment for
registration of transfer or exchange of this Warrant Certificate at the stock
transfer division of the Warrant Agent, the Company shall execute, and the
Warrant Agent shall countersign and deliver, as provided in Section 5 of the
Warrant Agreement, in the name of the designated transferee one or more new
Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants, subject to the limitations provided in
the Warrant Agreement.


Neither this Warrant Certificate nor the Warrants
evidenced hereby shall entitle the holder hereof or thereof to any of the
rights of a holder of the Shares, including, without limitation, the right to
receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any.


The Warrant Agreement and this Warrant Certificate may
be amended as provided in the Warrant Agreement including, under certain
circumstances described therein, without the consent of the holder of this
Warrant Certificate or the Warrants evidenced thereby.


THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER
AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.


This Warrant Certificate shall not be entitled to any
benefit under the Warrant Agreement or be valid or obligatory for any purpose,
and no Warrant evidenced hereby may be exercised, unless this Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent.


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.  Dated as of [                   ],
2006.


	
   

  	
  Shermen WSC Acquisition Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  G. Kenneth Moshenek 

  
	
   

  	
  Title:

  	
  President and Chief Operating Officer

  
				



 


Continental Stock
Transfer

& Trust Company,

as Warrant Agent


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


 


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[REVERSE]


Instructions for Exercise of
Warrant


To exercise the Warrants evidenced hereby, the holder
or Participant must, by 5:00 P.M., New York City time, on the specified
Exercise Date, deliver to the Warrant Agent at its stock transfer division, a
certified or official bank check or a wire transfer in immediately available
funds, in each case payable to the Warrant Agent at Account No. [         ],
in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder or Participant must provide the information
required below and deliver this Warrant Certificate to the Warrant Agent at the
address set forth below and the Book-Entry Warrants to the Warrant Agent in its
account with the Depository designated for such purpose.  The Warrant
Certificate and this Election to Purchase must be received by the Warrant Agent
by 5:00 P.M., New York time, on the specified Exercise Date.


ELECTION TO PURCHASE


TO BE EXECUTED IF WARRANT HOLDER DESIRES


TO EXERCISE THE WARRANTS EVIDENCED
HEREBY


The undersigned hereby irrevocably elects to exercise,
on
                    ,
         (the “Exercise Date”),
                          
Warrants, evidenced by this Warrant Certificate, to purchase,
                                  
of the shares of Common Stock (each a “Share”)
of Shermen WSC Acquisition Corp., a Delaware corporation (the “Company”), and represents that, on or
before the Exercise Date, such holder has tendered payment for such Shares by
certified or official bank check or bank wire transfer in immediately available
funds to the order of the Company c/o Continental Stock Transfer & Trust
Company, 17 Battery Place, New York, New York 10004, in the amount of
$                          
in accordance with the terms hereof.  The undersigned requests that said
number of Shares be in fully registered form, registered in such names and
delivered, all as specified in accordance with the instructions set forth
below.


If said number of Shares is less than all of the
Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby
be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name 

  	
   

  	
   

  	
   

  
	
   

  	
  (Please Print)

  
	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
  -

  	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
  -

  	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
   

  	
  /

  	
   

  
	
  (Insert Social Security

  	
   

  
	
  or Other Identifying

  	
   

  
	
  Number of Holder)

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature 

  	
   

  	
   

  	
   

  	
   

  
																														



 


This Warrant may only be exercised by presentation to
the Warrant Agent at one of the following locations:


By hand at: [                                                               ]


By mail at:  [                                                               ]


The method of delivery of this Warrant Certificate is
at the option and risk of the exercising holder and the delivery of this
Warrant Certificate will be deemed to be made only when actually received by
the Warrant Agent.  If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.  In all cases,
sufficient time should be allowed to assure timely delivery.


 


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(Instructions as to form and delivery of Shares and/or
Warrant Certificates)


	
  Name in which Shares

  	
   

  	
   

  
	
  are to be registered if other than

  	
   

  	
   

  
	
  in the name of the registered holder

  	
   

  	
   

  
	
  of this Warrant Certificate:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which Shares

  	
   

  	
   

  
	
  are to be mailed if other than to the

  	
   

  	
   

  
	
  address of the registered holder of

  	
   

  	
   

  
	
  this Warrant Certificate as shown on

  	
   

  	
   

  
	
  the books of the Warrant Agent:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State) (Zip Code)

  
	
   

  	
   

  	
   

  
	
  Name in which Warrant Certificate

  	
   

  	
   

  
	
  evidencing unexercised Warrants, if any,

  	
   

  	
   

  
	
  are to be registered if other than in the

  	
   

  	
   

  
	
  name of the registered holder of this

  	
   

  	
   

  
	
  Warrant Certificate:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which certificate representing

  	
   

  	
   

  
	
  unexercised Warrants, if any, are to be

  	
   

  	
   

  
	
  mailed if other than to the address of

  	
   

  	
   

  
	
  the registered holder of this Warrant

  	
   

  	
   

  
	
  Certificate as shown on the books of

  	
   

  	
   

  
	
  the Warrant Agent:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State) (Zip Code)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature must conform in all
  respects to the name of the holder as specified on the face of this Warrant
  Certificate. If Shares, or a Warrant Certificate evidencing unexercised
  Warrants, are to be issued in a name other than that of the registered holder
  hereof or are to be delivered to an address other than the address of such
  holder as shown on the books of the Warrant Agent, the above signature must
  be guaranteed by an Eligible Guarantor Institution (as that term is defined
  in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).

  
	
  SIGNATURE GUARANTEE

  	
   

  	
   

  



 


	
  Name of Firm

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
  Area Code

  	
   

  
	
     And Number

  	
   

  	
   

  
					



 


 


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  Authorized

  	
   

  
	
     Signature

  	
   

  
	
  Name

  	
   

  
	
  Title

  	
   

  
	
  Dated:

  	
   

  	
  , 20

  	
   

  
					



 


 


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ASSIGNMENT


(FORM OF ASSIGNMENT TO BE EXECUTED IF
WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


FOR VALUE RECEIVED,                                                    HEREBY
SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Please print name and address

  	
   

  	
  (Please insert social security or

  	
   

  
	
  including zip code of assignee)

  	
   

  	
  other identifying number of assignee)

  	
   

  



the rights represented by the within Warrant
Certificate and does hereby irrevocably constitute and appoint
                        
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution in the premises.


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all
  respects to the name of the holder as specified on the face of this Warrant
  Certificate and must bear a signature guarantee by an Eligible Guarantor
  Institution (as that term is defined in Rule 17Ad-15 of the Securities
  Exchange Act of 1934, as amended).

  



 


SIGNATURE GUARANTEE


	
  Name of Firm

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
  Area Code and Number

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  , 20

  	
   

  	
   

  



 


 


 


 


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