Exhibit
      4.3

    [Face
      of
      Certificate - FMG ACQUISITION CORP.]

    


    (SEE
      REVERSE SIDE FOR LEGEND) 

    


    W

    


    WARRANTS

    


    


    (THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY
      TIME,___________________,
      2011)

    


    FMG
      ACQUISITION CORP.

     

    CUSIP
      ________

    


    


    WARRANT
      

    


    


    THIS
      CERTIFIES THAT, for value received 

    


    


    is
      the
      registered holder of 

    


    


    a
      Warrant
      or Warrants expiring __________,
      2011
      (the “Warrant”) to purchase one fully paid and non-assessable share of Common
      Stock, par value $.0001 per share (the “Shares”), of FMG 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 business
      combination with a target business or (ii)_________,
      2008,
      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 (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 of this Warrant be
      entitled to receive a net-cash settlement, shares of common stock 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, 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.

     

    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
      Warrants, 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
      $11.50 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. If the Warrants are
      called for redemption as described above, the Company will have the option
      to
      require any holder that wishes to exercise Warrants to do so on a “cashless
      basis”, in which case the registered holder may exercise this Warrant by
      surrendering same for that number of shares of Common Stock equal to the
      quotient obtained by dividing (x) the product of the number of shares of Common
      Stock underlying the Warrant, multiplied by the difference between the Warrant
      Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value.
      The “Fair Market Value” shall mean the average reported last sale price of the
      Shares for the 10 trading days ending on the third business day prior to the
      date on which notice of redemption is sent to the registered holder of this
      Warrant. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Warrant may 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 of common stock 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 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.

     

    


    


    COUNTERSIGNED:
      

    CONTINENTAL
      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 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) 	 	 	 


    

     

     

    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. 

    


    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) 

              




    

    


    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) 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).