Exhibit 4.3


 


THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 

5:00 P.M. NEW YORK CITY TIME,                           ,
2011


 


	
  NUMBER

  	
   

  	
  WARRANTS

  
	
  W

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
  429086 12 7

  



 


HICKS ACQUISITION COMPANY I, INC.

Incorporated Under the Laws of the Delaware

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 Hicks Acquisition Company I, Inc., 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
Common Stock (each, a “Warrant Share”) as set forth below, at the exercise
price (the “Exercise Price”) as determined pursuant to the Warrant Agreement,
payable in lawful money 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 Common Stock. The
number of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The initial Exercise
Price per share of Common Stock for any Warrant is equal to $7.50 per share.
The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Warrants may be exercised
only during the Warrant Exercise Period subject to the conditions set forth in
the Warrant Agreement and to the extent not exercised by the end of such
Warrant 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.


 


            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.


 


	
   

  	
  HICKS
  ACQUISITION COMPANY I, INC.

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Joseph B. Armes

  President

  



 




	
  Countersigned:

  	
   

  
	
  Dated:             , 20            

  	
   

  
	
  CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY,

  as Warrant Agent

  	
   

  
	
   

  	
   

  
	
  By 

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  






 

















[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 Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of [    ], 2007 (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 Warrant 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 assignee a new Warrant Certificate evidencing the number
of Warrants not exercised. No adjustment shall be made for any dividends on any
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
Warrant Shares to be issued upon exercise is effective under the Act and
(ii) a prospectus thereunder relating to the Warrant Shares is current. In
no event shall the Company be required to issue unregistered shares upon the
exercise of any Warrant or settle Warrants on a net cash basis.


 


            The Warrant Agreement provides that
upon the occurrence of certain events the number of Warrant Shares 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 Common Stock, the Company will, upon
exercise, round up or down to the nearest whole number of shares of Common
Stock to be issued to the Warrant holder.


 


            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 Common Stock and herewith tenders payment for such shares to the order of
Hicks Acquisition Company I, Inc. (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 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(b) of the
Warrant Agreement and the Company has required cashless exercise pursuant to
Section 6(c) of the Warrant Agreement, the number of shares that this
Warrant is exercisable for shall be determined in accordance with
Section 6(c) of the Warrant Agreement.


 


            In the event that the Warrant is a
Founder’s Warrant or Sponsor’s Warrant (as such terms are defined in the
Warrant Agreement), this Warrant may be exercised, to the extent allowed by the
Warrant Agreement, through cashless exercise pursuant to Section 6(c) of
the Warrant Agreement, in which case (i) the number of shares that this
Warrant is exercisable for would be determined in accordance with
Section 6(c) of the Warrant Agreement and (ii) the holder hereof will
complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless
exercise provisions of Section 6(c) of the Warrant Agreement, to
receive              shares of Common
Stock. If said number of shares is less than all of the shares of 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                         .


 


	
  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).