exv4w3






Exhibit 4.3




[Form of Warrant Certificate]




[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



JWC ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware



CUSIP                     




Warrant Certificate




     This Warrant Certificate certifies that ___________________, or registered assigns, is the
registered holder of _____________ warrants (the “Warrants”) to purchase shares of Common Stock,
$.0001 par value (the “Common Stock”), of JWC Acquisition Corp., a Delaware corporation (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 shares of the Common Stock (each, a “Warrant”) 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” if permitted by the Warrant Agreement) of the United States
of America upon surrender of this 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 Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.



     Each Warrant is initially exercisable for one fully paid and non-assessable share of the
Common Stock. The number of the Warrants 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 share of the Common Stock for any Warrant
is equal to $11.50
per share. 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 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 Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such
term is used in the Warrant Agreement.



 









 





     This Warrant Certificate shall be governed and construed in accordance with the internal laws
of the State of New York, without regard to conflicts of laws principles thereof.



	 	 	 	 	 
	 	JWC ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Adam L. Suttin 	 
	 	 	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Authorized Signatory  



2









 






	 	 	 	 	 



[Form of Warrant Certificate]




[Reverse]




     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants entitling the holder on exercise to receive shares of the Common Stock and are issued or
to be issued pursuant to a Warrant Agreement dated as of _________, 2010 (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
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 Warrant Certificate may exercise them by
surrendering this 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” if permitted by 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 Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be
made for any dividends on any of the Common Stock issuable upon exercise of this Warrant.



     Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration statement covering the shares of
Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” if
permitted by the Warrant Agreement.



     The Warrant Agreement provides that upon the occurrence of certain events the number 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 a
share of the Common Stock, the Company shall, upon exercise, round up to the nearest whole number
of shares of the Common Stock to be issued to the holder of the Warrant.



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



     Upon due presentation for registration of transfer of this Warrant Certificate at the office
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 tax or other governmental charge imposed in connection therewith.



     The Company and the Warrant Agent may deem and treat the Registered Holder(s) thereof 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
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 Warrant Certificate
entitles any holder hereof to any rights of a stockholder 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 Warrant
Certificate, to receive ______________ shares of the Common Stock and herewith tenders payment for
such shares to the order of JWC 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 shares of the Common Stock purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining balance of such
shares be registered in the name of _____________________________, whose address is
__________________ and that such 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 Sponsor Warrant that is to be exercised on a “cashless”
basis pursuant to subsections 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 (as such term is defined in the Warrant Agreement) 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 Warrant Certificate, through the cashless exercise provisions of
Section ___ of the Warrant Agreement, to receive shares of the Common Stock. If said
number of shares is less than all of the shares of the Common Stock purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of , whose address is ,
and that such Warrant Certificate be delivered to , whose address is ___________________________.



	 	 	 

	 

	 	 
	 

	 	(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).