Exhibit 4.3




 


	NUMBER	 	(SEE REVERSE SIDE FOR LEGEND)	 	WARRANTS
	________-	 	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)	 	 
	 	 	 	 	 


CAPITOL ACQUISITION CORP.
II


CUSIP 14056V 113                  


WARRANT


 





THIS CERTIFIES THAT, for value received



 


is the registered holder of a warrant or
warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001
per share (“Shares”), of Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), expiring
at 5:00 p.m., New York City time, on the five year anniversary (the “Expiration Date”) of the completion by the Company
of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”). The Warrant entitles the holder thereof to purchase
from the Company, commencing on the later of (i) 30 days after the Company’s completion of a Business Combination and (ii)
______________, 2014, such number of Shares of the Company at the price of $11.50 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,
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 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 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 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 call the Warrant 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’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of
the Shares has been at least $24.00 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 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 $0.01 call price.




 


	By	 	 	 
	 	  	 	 
	 	Secretary	 	Chairman of the Board 


 




    	 



    	 



    

 


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)


 


	and be delivered to	 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


______________________ 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.