EXHIBIT
4.3

     

    SPECIMEN
WARRANT CERTIFICATE

     

    
      
        	
                NUMBER

              	
                WARRANTS

              
	
                W-___________

              	 
      


      

    

     

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

    NEW YORK
CITY TIME, FIVE YEARS FROM THE DATE OF THE COMPANY’S INITIAL 

    BUSINESS
TRANSACTION)

     

    57TH
STREET ACQUISITION CORP.

     

    CUSIP
316816 123

     

    WARRANT

     

    THIS
WARRANT CERTIFIES THAT, for value received

    


    or
registered agents, is the registered holder of a Warrant or Warrants expiring on
a date which is five years from the date of the Company’s consummation of its
initial business transaction (the “Warrant”) to purchase one fully paid and
non-assessable share of common stock, par value $.0001 per share (the “Shares”),
of 57TH STREET 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) thirty (30) days
after the Company’s completion of a business transaction with a target business
or (ii) [      ], 2011 [ONE YEAR FROM THE DATE OF
THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING], such
number of Shares at the price of $11.50 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 (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.  In no event shall the registered holder(s) of this Warrant
be entitled to receive a net-cash settlement, Shares or other consideration in
lieu of physical settlement in Shares of the 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 be adjusted, subject to certain conditions. 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This Warrant will expire on the date
first above written if it is not exercised prior to such date by the registered
holder pursuant to the terms of the Warrant Agreement or if it is not redeemed
by the Company prior to such date.

    


    No fraction of a Share will be issued
upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would
be entitled to receive a fractional interest in a Share, the Company will, upon
exercise, round up to the nearest whole number the number of Shares to be issued
to the warrant 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(s) hereof or its assignee(s) 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(s) 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(s) 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(s) as the absolute owner(s) 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(s), 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(s) to any of the rights of a stockholder of the
Company.

    


    The Company reserves the right to call
the Warrant at any time prior to its exercise, with a notice of call in writing
to the holder(s) of record of the Warrant, giving 30 days’ notice of such call
at any time after the Warrant becomes exercisable if the last sale price of the
Shares has been at least $17.50 per share on each of 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 $.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 $.01 call
price.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    COUNTERSIGNED:

    CONTINTENTAL
STOCK TRANSFER & TRUST COMPANY

    WARRANT
AGENT

    BY:

    AUTHORIZED
OFFICER

    


    DATED:

    


    (Signature)

    CHIEF
EXECUTIVE OFFICER

    


    (Seal)

    


    (Signature)

    SECRETARY


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    [REVERSE
OF CERTIFICATE]

    


    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder(s) in Order to Exercise Warrants

    


    The
undersigned Registered Holder(s) irrevocably elect(s) 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(s) of

    


    
      	
                  

            
	
               (PLEASE
      TYPE OR PRINT NAME(S) AND ADDRESS)

            
	 
      
	
                  

            
	 
      
	
                  

            
	 
      
	
                  

            
	
              (SOCIAL
      SECURITY OR TAX IDENTIFICATION
NUMBER(S))

            


    

    


    
      
        
          
            	
                    and
      be delivered to

                  	
                       

                  
	 
      	
                    (PLEASE
      PRINT OR TYPE NAME(S) 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(s) at the
address(es) stated below:

    


    
      
        
          	
                  Dated:

                	 
      
	 
      	 
      
	
                     

                	 
      
	
                  (SIGNATURE(S))

                	 
      
	
                     

                	 
      
	
                  (ADDRESS(ES))

                	 
      
	
                     

                	 
      
	 
      	 
      
	
                     

                	 
      
	
                  (TAX
      IDENTIFICATION NUMBER(S))

                	 
      


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ASSIGNMENT

    


    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received,_____________________hereby sell(s), assign(s), and transfer(s)
unto

    


    
      
        	
                    

              	 
      
	
                (PLEASE
      TYPE OR PRINT NAME(S) AND ADDRESS(ES))

              	 
      
	 
      	 
      
	
                    

              	 
      
	 
      	 
      
	
                    

              	 
      
	 
      	 
      
	
                    

              	 
      
	
                (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER(S))

              	 
      


      

    

    


    
      
        
          
            	
                    and
      be delivered to

                  	
                       

                  
	 
      	
                    (PLEASE
      PRINT OR TYPE NAME(S) AND
ADDRESS(ES))

                  


          

        

      

    

    


    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(S))

              	 
      


      

    

    


    Notice:
The signature(s) to this assignment must correspond with the name(s) 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) MUST 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).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THE
SIGNATURE(S) TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME(S) 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.