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


 


SILVER EAGLE ACQUISITION CORP.


Incorporated Under the Laws of
the State of Delaware


 


CUSIP 827694 118


 


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 Silver Eagle 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” as provided
for in 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-half of 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 $5.75 per half 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.


 




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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.


 


	 	SILVER EAGLE ACQUISITION CORP.
	 	 	 	 
	 	By:	  
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY as Warrant Agent
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Authorized Signatory


 




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[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 _________, 2013 (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” as
provided for in 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” as provided for in 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.


 




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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 Silver Eagle 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 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 3.3.1 of
the Warrant Agreement, to receive shares of 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 Page follows]


 




    	 



    	 



    

 


	Date: ____________, 20__	 
	 	(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).


 




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