Exhibit 4.3


 


	
  NUMBER  

  	
   

  	
  (SEE REVERSE SIDE FOR
  LEGEND)

  	
   

  	
  WARRANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -ISEW

  	
   

  	
  (THIS WARRANT WILL BE VOID IF NOT EXERCISED
  PRIOR TO

  5:00 P.M. NEW YORK CITY TIME,
             ,
  2008

  	
   

  	
   

  



 


INTERNATIONAL SHIPPING ENTERPRISES, INC.


CUSIP


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is the registered holder of a Warrant or
Warrants expiring
              ,
2008 (the “Warrant”) to purchase one fully paid and non-assessable share of
Common Stock, par value $.0001 per share (“Shares”), of International Shipping
Enterprises, Inc., 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)                      ,
2005 or (ii) the earlier of the Company’s completion of a merger, capital stock
exchange, asset acquisition or other similar business combination or the
distribution of funds held by that certain trust account for the benefit of the
Company’s public stockholders, such number of Shares of the Company at the
price of $5.00 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 (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.  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 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
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.


 


The
Company reserves the right to call the Warrant, with the prior consent of
Sunrise Securities Corp., 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 $8.50 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 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.


 


	
  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.