Exhibit 4.3


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


GP INVESTMENTS ACQUISITION CORP.


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP [●]


 


Global Warrant Certificate


 


This Global Warrant Certificate certifies
that             , or registered assigns, is the registered
holder of               warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Ordinary Shares, $.0001 par value (“Ordinary Shares”),
of GP Investments Acquisition Corp., a Cayman Islands exempted company (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 Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Global
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 Global Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. The number of the Ordinary Shares issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per Ordinary Share
for any Warrant is equal to $11.50 per share; provided however, that a Warrant may not be exercised for a fractional share, so
that only an even number of half Warrants may be exercised at a given time. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
Period, such Warrants shall become void.


 


Reference is hereby made to the further provisions
of this Global Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


This Global Warrant Certificate shall not be
valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Global Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 




    	 



    	 



    

 


	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Continental Stock Transfer & Trust

Company, as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 




    	 



    	 



    

 


[Form of Global Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Global Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive              
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2015 (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 Global 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 Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Global Warrant Certificate may
exercise them by surrendering this Global 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” as provided for in 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, her or its assignee, a new Global Warrant
Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Global
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants 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 an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary
Shares to be issued to the holder of the Warrant.


 


Global 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 Global Warrant Certificate or Global Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Global Warrant Certificate at the office of the Warrant Agent a new Global Warrant Certificate or Global 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
Global 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) hereof as the absolute owner(s) of this Global 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 Global Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 




    	 



    	 



    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Global Warrant Certificate, to receive              
Ordinary Shares and herewith tenders payment for such shares to the order of GP Investments Acquisition Corp. (the “Company”)
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 Ordinary Shares purchasable hereunder, the undersigned requests that a new Global
Warrant Certificate representing the remaining balance of such shares be registered in the name of              ,
whose address is              , and that such Global 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 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of
the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Global Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares.
If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Global Warrant Certificate representing the remaining balance of such shares be registered
in the name of              , whose address is              ,
and that such Global Warrant Certificate be delivered to              ,
whose address is              .


 


	Date:              , 2015	 	(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).