Unassociated Document


    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, _________, 2013

     

    CAPITAL
      TEN ACQUISITION CORP.

     

    CUSIP
      140518
      119

    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__________, 2013 (the
      “Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $0.0001 per share (“Shares”), of Capital TEN 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) _________,
      2009, such number of Shares of the Company at the price of $6.00 per Share
      (the
“Warrant Price”), 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 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, by 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 $11.50 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:

            	 
	 	
              CHAIRMAN

            	 	 	
              Secretary

            
	 	 	 
	 	 	 
	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY, as Warrant Agent

            	 	 
	
              By:

            	 	 	 


    

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    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)

            
	 	 	 


    

    


    
      
        
        

      

      
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    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

            	 


    

     

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ___________________
      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.

     

     

     

    5