exv4w3



 





Exhibit 4.3







The Company shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant unless a registration statement under the Securities Act of 1933, as amended, with respect
to the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful. In no event shall the
Company be obligated to settle any Warrant, in whole or in part, for cash. Notwithstanding any
language to the contrary herein or in the Warrant Agreement, any and all Warrants can expire
unexercised or unredeemed.








SPECIMEN WARRANT CERTIFICATE




			
	 
	NUMBER:                                        
	 	WARRANTS:                    -W






(SEE REVERSE SIDE FOR LEGEND)

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY LOCAL TIME,                     , 2011)




ENERGY SERVICES ACQUISITION CORP.




CUSIP: 29271Q 11 1




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 $0.0001 per share (“Shares”), of Energy Services 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 completion by the Company of a merger, capital stock exchange, asset acquisition or other
similar business combination or (ii)                     , 2007, 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 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 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 Ferris, Baker
Watts, Incorporated, 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’ prior written 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 for any 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
$0.01 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.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 
	Chief Executive Officer	 	 	 	Secretary	 	 






2









 





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)
	 	 






3









 





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)



                                         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
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	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) 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).




4