exv4w3



 






Exhibit 4.3




SPECIMEN WARRANT CERTIFICATE




			
	 	 	 
	NUMBER:                                        
	 	WARRANTS:                                        -W






(SEE REVERSE SIDE FOR LEGEND)




(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY LOCAL TIME,
                                        ,
2010)




JK ACQUISITION CORP.




CUSIP: 47759H 11 4




WARRANT




     THIS CERTIFIES THAT, for value received,                                          is the registered
holder of a Warrant or Warrants expiring
                                        ,
2010 (the “Warrant”) to
purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share
(“Shares”), of JK 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 completion by the Company of a
merger, capital stock exchange, asset acquisition or other similar business combination or (ii)
                                        ,
2007, such number of Shares of the Company at the price of $5.00 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 (such payment to be made by check
made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price and the number of
Warrant 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 his 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 call the Warrant, with the prior consent of Ferris,
Baker Watts, Incorporated, at any time prior to its exercise, with a notice of call in writing to
the holders of record of the Warrant, giving 30 days’ prior written notice of such call at any time
after the Warrant becomes exercisable if the last sale price of the Shares has been at least $8.50
per share for any 20 trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of such call is given. The call 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 call shall be canceled on the books of the Company and have no
further value except for the $0.01 call price.



	 
	Dated:                                        







			
	 	 	 
	 	 	 
	 	 	 
	 

Chief Executive Officer
	 	 

Secretary






 









 





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)



                                         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
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.






Signature(s) 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).